ContractGuarantee Agreement • March 31st, 2006 • Convergys Corp • Services-computer integrated systems design • New York
GUARANTEE AGREEMENT (this “Agreement”) dated as of 31 March 2006, between each of the corporations listed on Schedule I hereto (each such corporation, individually, a “Guarantor” and, collectively, the “Guarantors”) and THE BANK OF NOVA SCOTIA, as administrative agent (the “Agent”) for the Lenders (as defined in the Credit Agreement referred to below).
CDN. $100,000,000 CREDIT FACILITIES AMENDED AND RESTATED CREDIT AGREEMENT DATED AS OF 31 MARCH 2006Credit Agreement • March 31st, 2006 • Convergys Corp • Services-computer integrated systems design • Ontario
FOR VALUE RECEIVED, and intending to be legally bound by this Agreement, the parties agree that the Original Credit Agreement is amended and restated so that it reads as follows:
ContractThree-Year Competitive Advance and Revolving Credit Facility Agreement • March 31st, 2006 • Convergys Corp • Services-computer integrated systems design • New York
AMENDMENT NO. 2 dated as of March 17, 2006 (this “Amendment”), to (a) the THREE-YEAR COMPETITIVE ADVANCE AND REVOLVING CREDIT FACILITY AGREEMENT dated as of December 21, 2004 (as amended by Amendment No. 1 dated as of November 4, 2005 and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among CONVERGYS CORPORATION, an Ohio corporation (the “Borrower”), the lenders party thereto (the “Lenders”), the Syndication Agent and Documentation Agents referred to therein and JPMORGAN CHASE BANK, N.A., as Administrative Agent for the Lenders (in such capacity, the “Administrative Agent”), (b) the GUARANTEE AGREEMENT dated as of December 21, 2004 (as amended, supplemented or otherwise modified from time to time, the “Guarantee Agreement”), among CONVERGYS INFORMATION MANAGEMENT GROUP INC. (“CIMG”), CONVERGYS CUSTOMER MANAGEMENT GROUP INC. (“CCMG” and, together with CIMG, the “Guarantors”) and the Administrative Agent and (c) the Indemnity, Subrogati
