AMENDED AND RESTATED PARTICIPATION AGREEMENT Dated as of June 30, 2010 among CONVERGYS CORPORATION, as the Lessee, THE VARIOUS PARTIES HERETO FROM TIME TO TIME, as the Guarantors, WACHOVIA DEVELOPMENT CORPORATION, as the Borrower and as the Lessor,...Participation Agreement • August 9th, 2010 • Convergys Corp • Services-computer integrated systems design • New York
THIS AMENDED AND RESTATED PARTICIPATION AGREEMENT, dated as of June 30, 2010 (as amended, modified, extended, supplemented, restated and/or replaced from time to time, this “Agreement”) is by and among CONVERGYS CORPORATION, an Ohio corporation (the “Lessee”); the various parties hereto from time to time as guarantors (subject to the definition of Guarantors in Appendix A hereto, individually, a “Guarantor” and collectively, the “Guarantors”); WACHOVIA DEVELOPMENT CORPORATION, a North Carolina corporation (the “Borrower” or the “Lessor”); the various banks and other lending institutions which are parties hereto from time to time as holders of the Credit Notes (subject to the definition of Credit Lenders in Appendix A hereto, individually, a “Credit Lender” and collectively, the “Credit Lenders”); the various banks and other lending institutions which are parties hereto from time to time as holders of the Mortgage Notes (subject to the definition of Mortgage Lenders in Appendix A hereto
SECOND AMENDED AND RESTATED LEASE AGREEMENT Dated as of June 30, 2010 between WACHOVIA DEVELOPMENT CORPORATION, as Lessor and CONVERGYS CORPORATION, as LesseeLease Agreement • August 9th, 2010 • Convergys Corp • Services-computer integrated systems design • New York
THIS SECOND AMENDED AND RESTATED LEASE AGREEMENT dated as of June 30, 2010 (as amended, modified, extended, supplemented, restated and/or replaced from time to time, this “Lease”) is between WACHOVIA DEVELOPMENT CORPORATION, a North Carolina corporation, having its principal office at 301 South College Street, Charlotte, Mecklenburg County, North Carolina 28288, as lessor (the “Lessor”), and CONVERGYS CORPORATION, an Ohio corporation, having its principal place of business at 201 East Fourth Street, Cincinnati, Hamilton County, Ohio, 45202, as lessee (the “Lessee”).
ASSIGNMENT AND RECHARACTERIZATION AGREEMENTAssignment and Recharacterization Agreement • August 9th, 2010 • Convergys Corp • Services-computer integrated systems design • New York
THIS ASSIGNMENT AND RECHARACTERIZATION AGREEMENT dated as of June 30, 2010 (as amended, modified, extended, supplemented, restated and/or replaced from time to time, this “Agreement”) is by and among CONVERGYS CORPORATION, an Ohio corporation (regarding the transactions evidenced by the Existing Operative Agreements, the “Existing Lessee”); the various parties listed on the signature pages hereto as existing guarantors (regarding the transactions evidenced by the Existing Operative Agreements, individually, an “Existing Guarantor” and collectively, the “Existing Guarantors”); WACHOVIA DEVELOPMENT CORPORATION, a North Carolina corporation (regarding the transactions evidenced by the Existing Operative Agreements, the “Existing Lessor”); the various financial institutions and other institutional investors listed on the signature pages hereto as existing credit note purchasers (regarding the transactions evidenced by the Existing Operative Agreements, individually, an “Existing Credit Not
AMENDED AND RESTATED SECURITY AGREEMENT Dated as of June 30, 2010 between WACHOVIA DEVELOPMENT CORPORATION, as the Borrower and WELLS FARGO BANK, NATIONAL ASSOCIATION, as the Agent for the Secured Parties and accepted and agreed to by CONVERGYS...Security Agreement • August 9th, 2010 • Convergys Corp • Services-computer integrated systems design • New York
This AMENDED AND RESTATED SECURITY AGREEMENT, dated as of June 30, 2010 (as amended, modified, extended, supplemented, restated and/or replaced from time to time, this “Security Agreement”), is made between WACHOVIA DEVELOPMENT CORPORATION, a North Carolina corporation, as the borrower (the “Borrower”), and WELLS FARGO BANK, NATIONAL ASSOCIATION, a national banking association (“Bank”), as agent for (a) the Credit Lenders (hereinafter defined) under the Amended and Restated Credit Note Loan Agreement dated as of June 30, 2010 (as amended, modified, extended, supplemented and/or restated from time to time, the “Credit Note Loan Agreement”) by and among the Borrower, the several banks and other financial institutions from time to time parties thereto (the foregoing banks and financial institutions are collectively referenced as the “Credit Lenders”) and Bank, as the agent for the Credit Lenders, (b) the Mortgage Lenders (hereinafter defined) under the Amended and Restated Mortgage Note L
AMENDMENT NO. 1 TO RECEIVABLES PURCHASE AGREEMENTReceivables Purchase Agreement • August 9th, 2010 • Convergys Corp • Services-computer integrated systems design • New York
Seller, Servicer, the Purchasers and the Agents are parties to that certain Receivables Purchase Agreement dated as of June 30, 2009 (the “Agreement”). Capitalized terms used and not otherwise defined herein are used with the meanings attributed thereto in the Agreement.
