WITNESSETH: -----------Assignment and Recharacterization Agreement • August 12th, 2003 • Convergys Corp • Services-computer integrated systems design • New York
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
