AMENDMENT NO. 1 TO CERTAIN OPERATIVE AGREEMENTSCertain Operative Agreements • April 27th, 2011 • Convergys Corp • Services-computer integrated systems design • New York
THIS AMENDMENT NO. 1 TO CERTAIN OPERATIVE AGREEMENTS dated as of April 21, 2011 (this “Amendment”) 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 to the Participation Agreement (hereinafter defined), 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 to the Participation Agreement, 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 to the Participation Ag
JOINDER AGREEMENTJoinder Agreement • April 27th, 2011 • Convergys Corp • Services-computer integrated systems design • New York
THIS JOINDER AGREEMENT (this “Agreement”), dated as of April 21, 2011, is by and among Convergys Finance Corp., an Ohio corporation (the “Subsidiary Guarantor”), Convergys Corporation, an Ohio corporation (the “Lessee”), and Wells Fargo Bank, National Association, in its capacity as agent (in such capacity, the “Agent”) under that certain Amended and Restated Participation Agreement, dated as of June 30, 2010 (as amended, modified, extended, restated, replaced, or supplemented from time to time, the “Participation Agreement”), by and among the Lessee, the Guarantors, the Lessor, the Lenders and the Agent. Capitalized terms used herein but not otherwise defined shall have the meanings provided in Appendix A to the Participation Agreement.
