0001193125-08-226087 Sample Contracts

360-DAY REVOLVING CREDIT BRIDGE FACILITY AGREEMENT dated as of August 19, 2008 among CONVERGYS CORPORATION, The Lenders Party Hereto and THE BANK OF NOVA SCOTIA, as Administrative Agent SCOTIA CAPITAL, as Sole Lead Arranger and Sole Bookrunner
Revolving Credit Bridge Facility Agreement • November 5th, 2008 • Convergys Corp • Services-computer integrated systems design • New York

360-DAY REVOLVING CREDIT BRIDGE FACILITY AGREEMENT dated as of August 19, 2008 (this “Agreement”), among CONVERGYS CORPORATION, an Ohio corporation; the LENDERS party hereto and THE BANK OF NOVA SCOTIA, as Administrative Agent.

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AMENDMENT AGREEMENT
Amendment Agreement • November 5th, 2008 • Convergys Corp • Services-computer integrated systems design • New York

Reference is made to our Five-Year Competitive Advance and Revolving Credit Facility Agreement dated as of October 20, 2006 (the “Credit Agreement”), among Convergys Corporation (the “Company”), the several lenders party thereto (the “Lenders”), JPMorgan Chase Bank, N.A., as Administrative Agent, Citicorp USA, Inc., as Syndication Agent; and Deutsche Bank AG, New York Branch and PNC Bank, National Association, as Co-Documentation Agents, as amended and in effect on the date hereof. Each capitalized term used and not otherwise defined herein has the meaning assigned to such term in the Credit Agreement.

CHANGE-IN-CONTROL AGREEMENT
Change-in-Control Agreement • November 5th, 2008 • Convergys Corp • Services-computer integrated systems design

In order to recognize and encourage your continued commitment to Convergys Corporation and any affiliated entity (“Convergys” or “Company”), we are pleased to offer you the following benefit:

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