CONVERGYS CUSTOMER MANAGEMENT CANADA INC. AS BORROWER - and - CONVERGYSCORPORATION CONVERGYS CUSTOMER MANAGEMENT GROUP INC. CONVERGYS INFORMATION MANAGEMENT GROUP INC. AS GUARANTORS - and -

EX-10.1 2 dex101.htm CREDIT AGREEMENT DATED AS OF NOVEMBER 18, 2005 Credit Agreement dated as of November 18, 2005

Exhibit 10.1

CONVERGYS CUSTOMER MANAGEMENT CANADA INC.

AS BORROWER

- and -

CONVERGYS CORPORATION

CONVERGYS CUSTOMER MANAGEMENT GROUP INC.

CONVERGYS INFORMATION MANAGEMENT GROUP INC.

AS GUARANTORS

- and -

THE BANK OF NOVA SCOTIA

AS ADMINISTRATIVE AGENT

- and -

THE LENDERS FROM TIME TO TIME

PARTY TO THIS AGREEMENT

CDN. $100,000,000 CREDIT FACILITY

CREDIT AGREEMENT

DATED AS OF 18 NOVEMBER 2005

BORDEN LADNER GERVAIS LLP

TABLE OF CONTENTS


ARTICLE 1
DEFINED TERMS

1.1	Defined Terms	1
1.2	Construction	17
1.3	References to U.S. Credit Agreement	17
1.4	Certain Rules of Interpretation	17

ARTICLE 2
CREDIT

2.1	Amount and Availment Options	18
2.2	Revolving Credit	18
2.3	Use of the Credit	18
2.4	Term and Repayment	18
2.5	Voluntary Prepayments	19
2.6	Interest Rates, Fees and Commissions	19
2.7	Standby Fee	20
2.8	Agency and Assignment Fees	21
2.9	Exchange Rate Fluctuations	21

ARTICLE 3
SECURITY

3.1	Security	21
3.2	Obligations Secured by the Security	21

ARTICLE 4
DISBURSEMENT CONDITIONS

4.1	Conditions Precedent to Initial Advance	23
	(1) Other Debt and Encumbrances	23
	(2) Documentation and Ancillary Information	23
	(3) Financial Information	24
	(4) Opinions	24
	(5) Other Matters	24
4.2	Conditions Precedent to all Advances	25

ARTICLE 5
ADVANCES

5.1	Evidence of Indebtedness	25
5.2	Conversions	26
5.3	Notice of Advances and Payments	26
5.4	Prepayments and Reductions	26
5.5	Prime Rate, Base Rate and LIBOR Advances	27

(i)


5.6	LIBOR Periods	28
5.7	Co-ordination of Prime Rate Advances, Base Rate Advances and LIBOR Advances	28
5.8	Execution of Banker’s Acceptances	28
5.9	Sale of Banker’s Acceptances	29
5.10	Size and Maturity of Banker’s Acceptances and Rollovers	29
5.11	Co-ordination of BA Advances	30
5.12	Payment of Banker’s Acceptances	31
5.13	Deemed Advance – Banker’s Acceptances	32
5.14	Waiver	32
5.15	Degree of Care	32
5.16	Obligations Absolute	32
5.17	Shortfall on Drawdowns, Rollovers and Conversions	32
5.18	Failure of Lender to Fund	33
5.19	Payment by the Borrower	34
5.20	Payment by Agent	34
5.21	Provisions Relating to Swingline Availability	35
5.22	Prohibited Rates of Interest	36

ARTICLE 6
REPRESENTATIONS AND WARRANTIES

6.1	Representations and Warranties	37
	(1) Corporate Matters	37
	(2) Loan Documents, etc.	38
	(3) Litigation, Financial Statements and Other Matters	38
	(4) Business, Property and Capital Stock	39
	(5) Environmental Matters	40
	(6) Taxes and Withholdings	40
	(7) Pension and Welfare Plans	41
	(8) Disclosure	42
6.2	Survival of Representations and Warranties	42

ARTICLE 7
COVENANTS

7.1	Financial Covenants of Convergys Corporation	43
7.2	Positive Covenants	43
	(1) Payments and Operation of Business	43
	(2) Inspection	43
	(3) Insurance	44
	(4) Taxes and Withholdings	44
7.3	Reporting and Notice Requirements	44
	(1) Periodic Financial Reports	44
	(2) Requirements for Notice	45
7.4	Negative Covenants	46
	(1) Debt and Encumbrances	46
	(2) Financial Transactions	46
	(3) Business and Property	47
	(4) Corporate Matters	47

(ii)



ARTICLE 8
DEFAULT

8.1	Events of Default	47
8.2	Acceleration and Termination of Rights, Pre-Acceleration Rights	49
8.3	Payment of Banker’s Acceptances	50
8.4	Remedies	50
8.5	Saving	50
8.6	Perform Obligations	51
8.7	Third Parties	51
8.8	Remedies Cumulative	51

ARTICLE 9
THE AGENT AND THE LENDERS

9.1	Authorization of Agent	51
9.2	Administration of the Credit	52
9.3	Acknowledgements, Representations and Covenants of Lenders	54
9.4	Provisions Operative Between Lenders and Agent Only	55

ARTICLE 10
MISCELLANEOUS PROVISIONS

10.1	Accounting Terms	55
10.2	Defined Terms	55
10.3	Severability	55
10.4	Amendment, Supplement or Waiver	56
10.5	Governing Law	56
10.6	This Agreement to Govern	56
10.7	Permitted Encumbrances	56
10.8	Currency	56
10.9	Liability of Lenders	56
10.10	Interest on Miscellaneous Amounts	57
10.11	Judgment Currency	57
10.12	Address for Notice	57
10.13	Time of the Essence	58
10.14	Further Assurances	58
10.15	Term of Agreement	58
10.16	Payments on Business Day	58
10.17	Whole Agreement	58
10.18	English Language	58
10.19	Senior Indebtedness	59
10.20	Date of Agreement	59

(iii)


SCHEDULE A		– FORM OF NOTICE OF ADVANCE OR PAYMENT

SCHEDULE B		– FORM OF BORROWER COMPLIANCE CERTIFICATE

SCHEDULE C		– FORM OF CONVERGYS CORPORATION COMPLIANCE CERTIFICATE

SCHEDULE D		– MODEL CREDIT AGREEMENT PROVISIONS

SCHEDULE E		– APPLICABLE PERCENTAGES OF LENDERS

SCHEDULE F		– DETAILS OF CAPITAL STOCK, PROPERTY, ETC.

SCHEDULE G		– OTHER SECURED OBLIGATIONS

(iv)

THIS CREDIT AGREEMENT is dated as of 18 November 2005

BETWEEN:

CONVERGYS CUSTOMER MANAGEMENT CANADA INC.

a corporation incorporated under the laws of the Province of New Brunswick

as Borrower

- and -

CONVERGYS CORPORATION

CONVERGYS CUSTOMER MANAGEMENT GROUP INC.

CONVERGYS INFORMATION MANAGEMENT GROUP INC.

as Guarantors

- and -

THE LENDERS LISTED ON SCHEDULE E

TO THIS AGREEMENT FROM TIME TO TIME

as Lenders

- and -

THE BANK OF NOVA SCOTIA,

in its capacity as Administrative Agent

RECITALS:

A. The Bank of Nova Scotia and the Borrower have entered into a Commitment Letter and Term Sheet dated 28 October 2005 under which The Bank of Nova Scotia has agreed to establish a credit facility in favour of the Borrower.

B. The parties are entering into this Agreement to provide for the terms of such credit facility.

FOR VALUE RECEIVED, and intending to be legally bound by this Agreement, the parties agree as follows:

ARTICLE 1

DEFINED TERMS

1.1

Defined Terms

In this Agreement, unless something in the subject matter or context is inconsistent therewith:

1.1.1

“Administrative Questionnaire” has the meaning defined in the Provisions.

1.1.2

“Advance” means an availment of the Credit by the Borrower by way of a Prime Rate Advance, BA Equivalent Loan, Base Rate Advance, LIBOR Advance, acceptance of a Banker’s Acceptance, including overdrafts under the Swingline Availability and other deemed Advances and conversions, renewals and rollovers of existing Advances, and any reference relating to the amount of Advances shall mean the sum of all outstanding Prime Rate Advances, Base Rate Advances and LIBOR Advances, plus the face amount of all outstanding Banker’s Acceptances and BA Equivalent Loans.

1.1.3

“Affiliate” has the meaning defined in the Provisions.

1.1.4

“Agent” or “Administrative Agent” means Scotia Capital in its capacity as administrative agent for the Lenders, and any successor administrative agent appointed in accordance with this Agreement.

1.1.5

“Agreement”, “hereof”, “herein”, “hereto”, “hereunder” or similar expressions mean this Agreement, the Recitals hereto and any Schedules hereto, including the Provisions, as amended, supplemented, restated and replaced from time to time in accordance with the provisions hereof, and not any particular Article, Section or other portion hereof.

1.1.6

“Applicable Law” has the meaning defined in the Provisions.

1.1.7

“Applicable Percentage” has the meaning defined in the Provisions. The Applicable Percentage of each Lender as of the date of this Agreement is the percentage calculated based on the amounts set out in Schedule E to this Agreement, which shall be amended and distributed to all parties by the Administrative Agent from time to time as Applicable Percentages change in accordance with this Agreement.

1.1.8

“Approved Fund” has the meaning defined in the Provisions.

1.1.9

“Arms’ Length” has the meaning given to that term for the purposes of the Income Tax Act (Canada).

1.1.10

“Article” means the designated article of this Agreement.

1.1.11

“Assignment and Assumption” has the meaning defined in the Provisions.

1.1.12

“BA Discount Proceeds” means, in respect of any Banker’s Acceptance, an amount calculated on the applicable Drawdown Date which is (rounded to the nearest full cent, with one-half of one cent being rounded up) equal to the face amount of such Banker’s Acceptance multiplied by the price, where the price is calculated by dividing one by the sum of one plus the product of (a) the BA Discount Rate applicable thereto expressed as a decimal fraction multiplied by (b) a fraction, the numerator of which is the term of such Banker’s Acceptance and the denominator of which is 365, rounded to the nearest multiple of 0.001%.

1.1.13

“BA Discount Rate” means, (a) with respect to any Banker’s Acceptance accepted by a Lender named on Schedule I to the Bank Act (Canada), the rate determined by the

- 2 -

Agent as being the arithmetic average (rounded upward to the nearest multiple of 0.01%) of the discount rates, calculated on the basis of a year of 365 days and determined in accordance with normal market practice at or about 10:00 a.m. (Toronto time) on the applicable Drawdown Date, for banker’s acceptances of the Schedule I Reference Lenders having a comparable face amount and identical maturity date to the face amount and maturity date of such Banker’s Acceptance, and (b) with respect to any Banker’s Acceptance accepted by any other Lender, the lesser of (i) the rate determined in Section 1.1.15(a) above plus 0.07% per annum, and (ii) the rate determined by the Agent as being the arithmetic average (rounded upward to the nearest multiple of 0.01%) of the discount rates, calculated on the basis of a year of 365 days and determined in accordance with normal market practice at or about 10:00 a.m. (Toronto time) on the applicable Drawdown Date, for banker’s acceptances of the Other Reference Lenders having a comparable face amount and identical maturity date to the face amount and maturity date of such Banker’s Acceptance.

1.1.14

“BA Equivalent Loan” has the meaning defined in Section 5.11(5).

1.1.15

“Banker’s Acceptance” means a depository bill as defined in the Depository Bills and Notes Act (Canada) in Canadian Dollars that is in the form of an order signed by the Borrower and accepted by a Lender pursuant to this Agreement or, for Lenders not participating in clearing services contemplated in that Act, a draft or bill of exchange in Canadian Dollars that is drawn by the Borrower and accepted by a Lender pursuant to this Agreement. Orders or drafts that become depository bills, drafts and bills of exchange are sometimes collectively referred to in this Agreement as “orders”. References in the Provisions to “bankers’ acceptances” shall be interpreted as referring to Banker’s Acceptances.

1.1.16

“Banker’s Acceptance Fee” means, with respect to any Banker’s Acceptance, the amount calculated by multiplying the face amount of the Banker’s Acceptance by the applicable rate for the Banker’s Acceptance Fee specified in Section 2.6, and then multiplying the result by a fraction, the numerator of which is the duration of its term on the basis of the applicable actual number of days to elapse from and including the date of acceptance of the Banker’s Acceptance by the Lender up to but excluding the maturity date of the Banker’s Acceptance and the denominator of which is the number of days in the calendar year in question.

1.1.17

“Base Rate” means, on any day, the greater of:

(a)

the average of the annual rates of interest (expressed as a percentage per annum on the basis of a 360 day year) offered by the Agent on that day as its reference rate for commercial loans made by it in Canada in U.S. Dollars; and

(b)

the Federal Funds Effective Rate plus 0.75% per annum.

1.1.18

“Base Rate Advance” or “Base Rate Loan” means an advance in U.S. Dollars bearing interest based on the Base Rate and includes any deemed Base Rate Advance provided for in this Agreement.

- 3 -

1.1.19

“Borrower” means Convergys Customer Management Canada Inc., a corporation incorporated under the laws of Province of New Brunswick, its successors and permitted assigns.

1.1.20

“Branch of Account” means (a) for the purpose of obtaining and repaying Advances under the Swingline Availability, the branch of the Agent located at 44 King Street West, Toronto, Ontario, M5H 1H1, and (b) for all other Advances, WBO–Loan Administration & Agency Operations of the Agent located at 720 King Street West, 4th Floor, Wholesale Banking Operations, Toronto, Ontario, M5V 2T3, or such other branch or branches as may be designated by the Agent from time to time.

1.1.21

“Business Day” means a day of the year, other than Saturday or Sunday, on which (a) in respect of notices, determinations, payments or Advances relating to Base Rate Advances, the Agent is open for normal banking business at its executive offices in Toronto, Ontario, the Branch of Account and its principal office in New York, New York, (b) in respect of notices, determinations, payments or Advances relating to LIBOR Advances, the Agent is open for normal banking business at its executive offices in Toronto, Ontario, the Branch of Account and its principal offices in New York, New York and London, England, and (c) for all other purposes, the Agent is open for normal banking business at its executive offices in Toronto, Ontario and the Branch of Account.

1.1.22

“Canadian Dollars”, “Cdn. Dollars”, “Cdn. $” and “$” mean the lawful money of Canada.

1.1.23

“Capital Lease Obligations” has the meaning defined in the U.S. Credit Agreement, as such definition exists at the date of this Agreement.

1.1.24

“Capital Stock” means, with respect to any Person from time to time, any and all shares, units, trust units, partnership, membership or other interests, participations or other equivalent rights in the Person’s equity or capital from time to time, however designated and whether voting or non-voting.

1.1.25

“CDOR Rate” means, on any date, with respect to any Banker’s Acceptance, the simple average of the rates shown on the display referred to as the “CDOR Page” (or any display substituted therefor) on Reuters Domestic Money Service (or any successor source from time to time) with respect to the banks and other financial institutions named in such display at or about 10:00 a.m. (Toronto time) on such date for banker’s acceptances having an identical maturity date to the maturity date of such Banker’s Acceptance, as determined by the Agent, or if such day is not a Business Day, then on the immediately preceding Business Day; provided, however, that if such rates are not available, then the CDOR Rate for any day shall be calculated as the average of the bid rates (rounded upwards to the nearest 1/16th of 1%) quoted by each of the Schedule I Reference Lenders for its own banker’s acceptances for the applicable period as of 10:00 a.m. (Toronto time) on such day, as determined by the Agent, or if such day is not a Business Day, then on the immediately preceding Business Day.

- 4 -

1.1.26

“Change in Law” has the meaning defined in the Provisions.

1.1.27

“Closing Date” means 18 November 2005 or such other day as may be agreed to by the parties which is not later than 15 December 2005.

1.1.28

“Collateral” means cash, a bank draft or a letter of credit issued by a Canadian chartered bank, all in a form satisfactory to the Agent, acting reasonably.

1.1.29

“Commitment” means in respect of each Lender from time to time, the covenant to make Advances to the Borrower in the Lender’s Applicable Percentage of the maximum amount of the Credit and, where the context requires, the maximum amount of Advances which the Lender has covenanted to make.

1.1.30

“Compliance Certificate” means a certificate in the form of Schedule B or Schedule C, as applicable, signed by a senior officer of, as applicable, the Borrower or Convergys Corporation.

1.1.31

“Consolidated EBITDA” has the meaning defined in the U.S. Credit Agreement, as such definition exists as at the date of this Agreement.

1.1.32

“Consolidated Interest Expense” has the meaning defined in the U.S. Credit Agreement, as such definition exists as at the date of this Agreement.

1.1.33

“Consolidated Total Capitalization” has the meaning defined in the U.S. Credit Agreement, as such definition exists as at the date of this Agreement.

1.1.34

“Consolidated Total Debt” has the meaning defined in the U.S. Credit Agreement, as such definition exists as at the date of this Agreement.

1.1.35

“Constating Documents” means, with respect to any Person, its articles or certificate of incorporation, amendment, amalgamation, continuance or association, memorandum of association, by-laws, declaration of trust, trust indenture, partnership agreement, limited liability company agreement or other similar document, as applicable, and all unanimous shareholder agreements, other shareholder agreements, voting trust agreements and similar arrangements applicable to the Person’s Capital Stock, all as amended, supplemented, restated or replaced from time to time.

1.1.36

“Contract” means any agreement, contract, indenture, lease, deed of trust, licence, option, undertaking, promise or any other commitment or obligation, whether oral or written, express or implied, other than a Permit.

1.1.37

“Contributing Lender” shall have the meaning defined in Section 5.18.

1.1.38

“Control” has the meaning defined in the Provisions.

1.1.39

“Credit” means the credit facility of up to Cdn. $100,000,000 or the Equivalent Amount in U.S. Dollars established by the Lenders in favour of the Borrower pursuant to Article 2 of this Agreement.

- 5 -

1.1.40

“Credit Limit” shall have the meaning defined in Section 2.1.

1.1.41

“Debt” means, of any Person means, without duplication:

(a)

all obligations of such Person for borrowed money;

(b)

all obligations of such Person that are evidenced by bonds, debentures, notes or other similar instruments;

(c)

all obligations of such Person upon which interest charges are customarily paid;

(d)

all obligations of such Person under conditional sale or other title retention agreements relating to Property acquired by such Person;

(e)

all obligations of such Person in respect of the deferred purchase price of Property or services (excluding current accounts payable incurred in the ordinary course of business);

(f)

all Debt of others secured by (or for which the holder of such Debt has an existing right, contingent or otherwise, to be secured by) any Encumbrance on Property owned or acquired by such Person, whether or not the Debt secured thereby has been assumed;

(g)

all Guarantees by such Person of Debt of others;

(h)

all Capital Lease Obligations of such Person;

(i)

all obligations, contingent or otherwise, of such Person in respect of letters of credit and letters of guarantee;

(j)

all obligations, contingent or otherwise, of such Person in respect of bankers’ acceptances.

The Debt of any Person shall include the Debt of any other entity (including any partnership in which such Person is a general partner) to the extent such Person is liable therefor as a result of such Person’s ownership interest in or other relationship with such entity, except to the extent the terms of such Debt provide that such Person is not liable therefor.

1.1.42

“Debt to Capitalization Ratio” means, at any time, the ratio calculated by dividing (a) the aggregate, without duplication, of the Consolidated Total Debt of Convergys Corporation on a consolidated basis at such time by (b) the aggregate, without duplication, of the Consolidated Total Capitalization of Convergys Corporation at such time.

1.1.43

“Default” has the meaning defined in the Provisions and, without limiting the Provisions, Default includes an Event of Default and a Pending Event of Default.

- 6 -

1.1.44

“Defaulting Lender” has the meaning defined in Section 5.18.

1.1.45

“Designated Account” means, in respect of any Advance, the account or accounts maintained by the Borrower at the Branch (or another branch of the Agent if agreed in advance) that the Borrower designates in its notice requesting an Advance.

1.1.46

“Distribution” means:

(a)

the retirement, redemption, retraction, purchase, or other acquisition of any Equity or Debt of any Related Party;

(b)

the declaration or payment of any dividend, return of capital or other distribution (in cash, securities or other Property or otherwise) of, on or in respect of, any Equity of any Obligor;

(c)

any payment or repayment of or on account of Debt of any Related Party, including in respect of principal, interest, bonus, premium or otherwise;

(d)

any payment of management or similar fees; and

(e)

any other payment or distribution (in cash, securities or other Property, or otherwise) of, on or in respect of any Equity of any Obligor or Debt of any Related Party;

and the terms “Distribute” and “Distributed” shall have corresponding meanings.

1.1.47

“Drawdown Date” means the date, which shall be a Business Day, of any Advance.

1.1.48

“Eligible Assignee” has the meaning defined in the Provisions.

1.1.49

“Encumbrance” means:

(a)

with respect to any Property, any mortgage, deed of trust, lien, pledge, hypothec, hypothecation, encumbrance, charge, assignment, consignment, security interest, royalty interest, adverse claim or defect of title in, on or of the Property;

(b)

the interest of a vendor or lessor under any conditional sale agreement, capital lease or title retention agreement relating to an asset;

(c)

any purchase option, call or similar right of a third party in respect of any Property;

(d)

any netting arrangement or set-off arrangement (other than netting or set-off arising by operation of law in the ordinary course of business), defeasance arrangement or other similar arrangement; and

(e)

any other agreement, trust or arrangement having the effect of security for the payment or performance of any debt, liability or obligation,

- 7 -

and “Encumbrances”, “Encumbrancer”, “Encumber” and “Encumbered” shall have corresponding meanings.

1.1.50

“Environmental Laws” means all Applicable Laws or any parts thereof pertaining to the environment, waste transportation or disposal, Hazardous Material or health or safety including the Resource Conservation and Recovery Act, the Comprehensive Environmental Response, Compensation and Liability Act of 1980, the Superfund Amendments and Reauthorization Act of 1986, the Federal Clean Water Act, the Federal Clean Air Act, the Toxic Substances Control Act.

1.1.51

“Equity” means, in respect of any Person, Capital Stock of such Person, warrants, options or other rights to acquire Capital Stock of the Person and securities convertible into or exchangeable for Capital Stock of such Person.

1.1.52

“Equivalent Amount” means, on any date, the equivalent amount in Canadian Dollars or U.S. Dollars, as the case may be, after giving effect to a conversion of a specified amount of U.S. Dollars to Canadian Dollars or Canadian Dollars to U.S. Dollars, as the case may be, at the Exchange Rate.

1.1.53

“Event of Default” means any of the events or circumstances described in Section 8.1.

1.1.54

“Exchange Rate” means on any day, for the purpose of calculations under this Agreement, the amount of Canadian Dollars into which U.S. Dollars may be converted, or vice versa, using the Bank of Canada noon spot rate for converting the one currency into the other on that day or if that day is not a Business Day, the preceding Business Day, or if such rate is not so published by the Bank of Canada for any such day, then at the mid rate (i.e. the average of the Agent’s spot buying and selling rates) quoted by the Agent at the Branch of Account at approximately noon (Toronto time) on that day in accordance with its normal practice for the applicable currency conversion in the wholesale market, or if that day is not a Business Day, the preceding Business Day.

1.1.55

“Excluded Taxes” has the meaning defined in the Provisions.

1.1.56

“Federal Funds Effective Rate” means for any period, a fluctuating interest rate per annum equal, for each day during such period, to the weighted average of the rates on overnight federal funds transactions with members of the Federal Reserve System arranged by Federal Funds brokers as published for such day (or, if such day is not a Business Day, for the next preceding Business Day) by the Federal Reserve Bank of New York or, for any day on which that rate is not published for that day by the Federal Reserve Bank of New York, the average of the quotations for that day for such transactions received by the Agent from three Federal Funds brokers of recognized standing.

1.1.57

“Fee Letter” means the confidential fee letter agreement dated 30 September 2005 from the Agent to the Borrower and the Guarantors providing for the payment of certain fees in relation to the Credit, accepted and agreed to by the Borrower and the Guarantors on 28 October 2005.

- 8 -

1.1.58

“Foreign Lender” has the meaning defined in the Provisions.

1.1.59

“Fund” has the meaning defined in the Provisions.

1.1.60

“GAAP” means generally accepted accounting principles in the United States of America.

1.1.61

“Governmental Authority” has the meaning defined in the Provisions.

1.1.62

“Guarantee” has the meaning defined in the U.S. Credit Agreement, as such definition exists at the date of this Agreement.

1.1.63

“Guarantor Obligations” means the obligations of the Guarantors under the Loan Documents.

1.1.64

“Guarantors” means each of Convergys Corporation, an Ohio corporation, Convergys Customer Management Group Inc., an Ohio corporation and Convergys Information Management Group Inc., an Ohio corporation, and each other Person which delivers a guarantee hereunder, and becomes a party hereto, from time to time.

1.1.65

“Hazardous Materials” means any substance, product, waste, residue, pollutant, material, chemical, contaminant, dangerous good, constituent or other material which is or becomes listed, regulated, defined or addressed under or subject to any Environmental Law or any applicable Permit issued under any Environmental Law, including asbestos, petroleum, tailings, mining residue and polychlorinated biphenyls, but excluding household hazardous waste.

1.1.66

“Hedging Agreement” means any interest rate protection agreement, foreign currency exchange agreement, commodity price protection agreement or other interest or currency exchange rate or commodity price hedging arrangement.

1.1.67

“Indemnified Taxes” has the meaning defined in the Provisions.

1.1.68

“Index Debt” means senior, unsecured, long-term indebtedness for borrowed money of Convergys Corporation that is not guaranteed by any other Person or subject to any other credit enhancement.

1.1.69

“Intellectual Property” means patents, trademarks, service marks, trade names, copyrights, trade secrets, industrial designs and other similar rights.

1.1.70

“Interbank Reference Rate” means, in respect of any currency, the interest rate expressed as a percentage per annum which is customarily used by the Agent when calculating interest due by it or owing to it arising from correction of errors in transactions in that currency between it and other chartered banks.

1.1.71

“Interest Coverage Ratio” means, at any time, the ratio calculated by dividing (a) Consolidated EBITDA for the four most recently completed fiscal quarters of

- 9 -

Convergys Corporation by (b) Consolidated Interest Expense of Convergys Corporation for such period.

1.1.72

“Interest Payment Date” means the 21^st day of each calendar month.

1.1.73

“Investment” means (a) any investment in or purchase of or other acquisition of any Equity of any Person, (b) any purchase or other acquisition of a business or undertaking or division of any Person, including Property comprising the business, undertaking or division, or (c) any investment in or purchase of or other acquisition of any assets of any other Person, or (d) any loan or advance or guarantee or the provision of any other financial assistance of any kind to, or otherwise becoming liable for any debts, liabilities or obligations of, any Person.

1.1.74

“Lenders” means each of the Persons listed on Schedule E and other lenders that agree from time to time to become Lenders in accordance with the terms of this Agreement and “Lender” means any one of the Lenders.

1.1.75

“Lending Office” means, as to any Lender, the office or offices from which it makes Advances and receives payments pursuant to this Agreement from time to time.

1.1.76

“LIBO Rate” means for any LIBOR Period and LIBOR Advance, a rate expressed as a percentage per annum on the basis of a 360 day year equal:

(a)

to the rate for deposits in U.S. Dollars in the London interbank market for a period equal to the LIBOR Period and in an amount approximately equal to the amount of the LIBOR Advance, that appears on the Reuters Telerate Page 3750 (or any successor source from time to time) as of 11:00 a.m. London time two Business Days before the first day of the LIBOR Period or,

(b)

if no such rate appears as contemplated in item (a) above, to the rate at which deposits in U.S. Dollars are offered by the principal lending office of Scotia Capital in London, England to leading banks in the London interbank market at 11:00 a.m. London time two Business Days before the first day of the LIBOR Period for a period equal to the LIBOR Period and in an amount approximately equal to the amount of the LIBOR Advance.

1.1.77

“LIBOR Advance” or “LIBO Rate Loan” means an advance in U.S. Dollars bearing interest based on the LIBO Rate.

1.1.78

“LIBOR Period” means the period selected by the Borrower for a LIBOR Advance or the period applicable to the LIBOR Advance under the terms of this Agreement.

1.1.79

“Loan” has the meaning defined in the Provisions.

1.1.80

“Loan Documents” means this Agreement, all Security, the Fee Letter, and all other documents from time to time relating to the Credit.

- 10 -

1.1.81

“Material Adverse Effect” means any material adverse change in or material adverse effect on (a) the business, affairs, prospects, assets or financial condition of the Obligors taken as a whole, (b) the ability of any Obligor to observe, perform or comply with its material obligations under any of the Loan Documents, or (c) the rights and remedies of, as applicable, the Agent or any of the Lenders under any of the Loan Documents, in each case, as determined by the Required Lenders, acting reasonably.

1.1.82

“Maturity Date” means 21 December 2008.

1.1.83

“Moody’s” means Moody’s Investor Services, Inc. and its successors.

1.1.84

“Non BA Lender” has the meaning defined in Section 5.11(5).

1.1.85

“Obligations” means all obligations of the Borrower to the Agent and Lenders under or in connection with this Agreement, including but not limited to all debts and liabilities, present or future, direct or indirect, absolute or contingent, matured or not, at any time owing by the Borrower to the Agent and Lenders in any currency or remaining unpaid by the Borrower to the Agent and Lenders in any currency under or in connection with this Agreement, whether arising from dealings between the Agent and Lenders and the Borrower or from any other dealings or proceedings by which the Agent and Lenders may be or become in any manner whatever creditors of the Borrower under or in connection with this Agreement, and wherever incurred, and whether incurred by the Borrower alone or with another or others and whether as principal or surety, and all interest, fees, legal and other costs, charges and expenses; provided, however, that “Obligations” shall not include “Other Secured Obligations”. In this definition, “the Agent and Lenders” shall be interpreted as “the Agent and Lenders, or any of them”.

1.1.86

“Obligors” has the meaning defined in the Provisions. Without limiting the Provisions, “Obligors” includes the Borrower and each of the Guarantors, and “Obligor” means any of them.

1.1.87

“Other Reference Lenders” means two Lenders, one selected by the Agent and one selected by the Borrower, which are banks chartered under and referred to in either of Schedule II or Schedule III of the Bank Act (Canada).

1.1.88

“Other Secured Agreements” means all agreements or arrangements (including guarantees) entered into or made from time to time by any Obligor (unless otherwise specified) in connection with: (a) Swap Transactions between an Obligor and any Lender or Affiliate of a Lender, and (b) cash consolidation, cash management and electronic funds transfer arrangements between an Obligor and the Agent or an Affiliate of the Agent and, for greater certainty, all such agreements and arrangements entered into or made by any Obligor with or in favour of the Agent, a Lender or Affiliate of the Agent or a Lender, as the case may be, shall not cease to be an Other Secured Agreement if such Person ceases to be the Agent or a Lender or have an Affiliate which is the Agent or a Lender.

- 11 -

1.1.89

“Other Secured Obligations” means all obligations of the Obligors to the Other Secured Parties under or in connection with the Other Secured Agreements, including but not limited to all debts and liabilities, present or future, direct or indirect, absolute or contingent, matured or not, at any time owing by the Obligors to the Other Secured Parties in any currency or remaining unpaid by the Obligors to the Other Secured Parties in any currency under or in connection with the Other Secured Agreements, whether arising from dealings between the Other Secured Parties and the Obligors or from any other dealings or proceedings by which the Other Secured Parties may be or become in any manner whatever creditors of the Obligors under or in connection with the Other Secured Agreements, and wherever incurred, and whether incurred by an Obligor alone or with another or others and whether as principal or surety, and all interest, fees, legal and other costs, charges and expenses; provided, however, that “Other Secured Obligations” shall not include “Obligations”. In this definition, “the Other Secured Parties” shall be interpreted as “the Other Secured Parties, or any of them,” and “Obligors” shall be interpreted as “Obligors, and each of them”.

1.1.90

“Other Secured Party” means, at any time (a) the Agent or a Lender or an Affiliate of the Agent or a Lender which at such time is a creditor under or in connection with an Other Secured Agreement, or (b) as contemplated by Section 3.2(3), a former Agent or Lender, an Affiliate of a former Agent or Lender or a former Affiliate of the Agent or a Lender or a former Agent or Lender, which at such time is a creditor under or in connection with an Other Secured Agreement.

1.1.91

“Other Taxes” has the meaning defined in the Provisions.

1.1.92

“Participant” has the meaning defined in the Provisions.

1.1.93

“Pending Event of Default” means an event which would constitute an Event of Default hereunder, except for satisfaction of any requirement for giving of notice, lapse of time, or both, or other condition subsequent.

1.1.94

“Pension Plan” means (a) a “pension plan” or “plan” which is a “registered pension plan” as defined in the Income Tax Act (Canada) or pension benefits standards legislation in any jurisdiction of Canada and is applicable to employees resident in Canada of any Obligor, and (b) any other defined benefit, supplemental pension benefit plan or similar arrangement applicable to any employee of any Obligor.

1.1.95

“Permits” means licences, certificates, authorizations, consents, registrations, exemptions, permits, attestations, approvals, characterization or restoration plans, depollution programmes and any other approvals required by or issued pursuant to any Applicable Law, in each case, against a Person or its Property which are made, issued or approved by a Governmental Authority.

1.1.96

“Permitted Encumbrances” or means, with respect to any Person, the following:

(a)

liens for taxes, assessments or governmental charges or levies which are not yet due, or for which instalments have been paid based on reasonable estimates pending final assessments, or the validity of which is being contested in good

- 12 -

faith by appropriate proceedings and for which the Person has recorded the liability in accordance with GAAP and which do not have, and will not reasonably be expected to have, a Material Adverse Effect;

(b)

inchoate or statutory liens of contractors, subcontractors, mechanics, workers, suppliers, material men, carriers and others in respect of construction, maintenance, repair or operation of assets of the Person, in respect of which adequate holdbacks are being maintained as required by Applicable Laws and (i) which have not at such time been filed or exercised and of which none of the Lenders have been given notice, or (ii) which relate to obligations not due or payable or if due, the validity of which is being contested in good faith by appropriate proceedings and for which such Person has recorded the liability in accordance with GAAP and which do not materially reduce the value of the affected asset or materially interfere with the use of such asset in the operation of the business of the Person and do not have, and will not reasonably be expected to have, a Material Adverse Effect;

(c)

easements, rights-of-way, licences, servitudes, restrictions, restrictive covenants, and similar rights in real property comprised in the assets of the Person or interests therein (including in respect of sewers, drains, gas and water mains or electric light and power or telephone and telegraph conduits, poles, wires and cables) which do not materially reduce the value of the affected asset or materially interfere with the use of such asset in the operation of the business of the Person and do not have, and will not reasonably be expected to have, a Material Adverse Effect;

(d)

title defects or irregularities which are of a minor nature and which do not materially reduce the value of the affected asset or materially interfere with the use of such asset in the operation of the business of the Person and do not have, and will not reasonably be expected to have, a Material Adverse Effect;

(e)

the Encumbrance resulting from the deposit of cash or securities in connection with contracts, tenders or expropriation proceedings, or to secure workers’ compensation, employment insurance, surety or appeal bonds, costs of litigation when required by Applicable Laws and other similar obligations, in each case in the ordinary course of business;

(f)

the Encumbrance created by a judgment of a court of competent jurisdiction; provided, however, that the Encumbrance is in existence for less than 20 days after its creation or the execution or other enforcement of the Encumbrance is effectively stayed or the claims so secured are being actively contested in good faith and by proper legal proceedings and do not result in the occurrence of an Event of Default;

(g)

the reservations, limitations, provisos and conditions, if any, expressed in any original grant from the Crown of any real property or any interest therein which do not materially reduce the value of the affected asset or materially

- 13 -

interfere with the use of such asset in the operation of the business of the Person and do not have, and will not reasonably be expected to have, a Material Adverse Effect;

(h)

Encumbrances given to a public utility or any municipality or governmental or other public authority when required by such utility or other authority in connection with the operation of the business or the ownership of the assets of the Person which do not materially reduce the value of the affected asset or materially interfere with the use of such asset in the operation of the business of the Person and do not have, and will not reasonably be expected to have, a Material Adverse Effect;

(i)

servicing agreements, development agreements, site plan agreements, and other agreements with Governmental Authorities pertaining to the use or development of any of the assets of the Person, provided same are complied with and do not materially reduce the value of the affected asset or materially interfere with the use of such asset in the operation of the business of the Person and do not have, and will not reasonably be expected to have, a Material Adverse Effect;

(j)

the right reserved to or vested in any Governmental Authority by any statutory provision or by the terms of any lease, licence, franchise, grant or permit of the Person, to terminate any such lease, licence, franchise, grant or permit, or to require annual or other payments as a condition to the continuance thereof;

(k)

Encumbrances in favour of the Agent created by the Security, if any, including Encumbrances over Collateral;

(l)

landlords’ rights of distraint and similar rights of a landlord (including in Quebec a landlord’s hypothec) on tangible personal or moveable Property of the Person located solely on the premises leased by the landlord to the Person and securing only the obligations of the Person under the applicable lease of the premises, so long as the exercise of such rights do not result in the occurrence of an Event of Default; and

(m)

Permitted Encumbrances, as such term is defined in the U.S. Credit Agreement as such definition exists at the date of this Agreement and other Liens (as defined in the U.S. Credit Agreement, as such definition exists at the date of this Agreement) which are permitted under Section 6.01 of the U.S. Credit Agreement, as such provision exists at the date of this Agreement.

1.1.97

“Person” has the meaning defined in the Provisions and “person” has the same meaning.

1.1.98

“Prime Rate” means, on any day, the greater of:

(a)

the average of the annual rates of interest expressed as a percentage per annum on the basis of a 365 or 366 day year, as the case may be, announced by each

- 14 -

Schedule I Reference Lender on that day as its reference rate for commercial loans made by it in Canada in Canadian Dollars; and

(b)

the CDOR Rate for one month Canadian Dollar banker’s acceptances on that day plus 0.75% per annum.

1.1.99

“Prime Rate Advance” means an Advance in Canadian Dollars bearing interest based on the Prime Rate and includes any deemed Prime Rate Advance provided for in this Agreement.

1.1.100

“Property” means, with respect to any Person, any or all of its present and future undertaking, property and assets.

1.1.101

“Provisions” means the model credit agreement provisions attached as Schedule D.

1.1.102

“Register” has the meaning defined in Section 10(c) of the Provisions.

1.1.103

“Relevant Rating” means, at any time:

(a)

the lowest rating, as of such date, of any class of Index Debt issued by Convergys Corporation as most recently announced by S&P (or, if no such debt is outstanding at such time, a private rating established by S&P); and

(b)

the lowest rating, as of such date, of any class of Index Debt issued by Convergys Corporation as most recently announced by Moody’s (or, if no such debt is outstanding at such time, a private rating established by Moody’s);

and otherwise determined in accordance with Section 2.6(2).

1.1.104

“Required Lenders” means a Lender or Lenders holding, in the aggregate, a minimum of 50.1% of the amount of the Commitments (or the outstanding Advances if the Commitments have terminated including after the occurrence of any Default), excluding in all cases Commitments or Advances held by any Obligor or any Affiliate or Related Party of any Obligor.

1.1.105

“S&P” means Standard & Poor’s Ratings Group, a division of McGraw-Hill, Inc., or any of its successors.

1.1.106

“Schedule” means the designated Schedule of this Agreement.

1.1.107

“Schedule I Reference Lenders” means the Agent and such other institutions as may be agreed upon by the Borrower and the Agent from time to time, and “Schedule I Reference Lender” means any one of them.

1.1.108

“Scotia Capital” means The Bank of Nova Scotia, a bank to which the Bank Act (Canada) applies.

1.1.109

“Section” means the designated section of this Agreement.

- 15 -

1.1.110

“Secured Obligations” means the Obligations and Other Secured Obligations.

1.1.111

“Secured Parties” means, at any time, the Lenders and the Agent in respect of the Obligations and Guarantor Obligations and the Other Secured Parties at such time in respect of the Other Secured Obligations.

1.1.112

“Security” means the guarantees held from time to time by or on behalf of the Secured Parties (including guarantees held by the Agent), supporting or intended to support, inter alia, repayment of any of the Secured Obligations, including, without limitation, the guarantees described in Section 3.1 from time to time.

1.1.113

“Standby Fee” has the meaning defined in Section 2.7.

1.1.114

“Subsidiary” means, with respect to a Person, a subsidiary of such Person as defined in the Canada Business Corporations Act as of the date of this Agreement (determined as if each such Person was a body corporate), and any other Person in which the Person or any Subsidiary of the Person has the right, directly or indirectly, through one or more intermediaries, to make or Control management decisions.

1.1.115

“Swap Transaction” means any transaction under a Hedging Agreement.

1.1.116

“Swingline Availability” has the meaning defined in Section 2.1(3).

1.1.117

“Taxes” has the meaning defined in the Provisions.

1.1.118

“U.S. Credit Agreement” means the U.S. $325,000,000 three-year competitive advance and revolving credit facility agreement dated as of 21 December 2004 between Convergys Corporation, the lenders party thereto, JPMorgan Chase Bank, N.A., as administrative agent, Citicorp USA, Inc., as syndication agent, and PNC Bank, National Association, Deutsche Bank AG, New York Branch and Wachovia Bank, National Association, as co-documentation agents as amended by Amendment No. 1 dated as of 4 November between such parties.

1.1.119

“U.S. Dollars” and “U.S. $” means lawful monies of the United States of America.

1.1.120

“Welfare Plan” means any life, medical, health, dental, hospitalization, disability, travel, accident, accidental health and dismemberment insurance or other employee benefit or welfare plan, agreement or arrangement, other than a Pension Plan, applicable to any employee of any Obligor, whether or not insured and whether or not subject to any Applicable Laws, but excludes any statutory plans with which any Obligor is required to comply, including the Canada Pension Plan or plans administered pursuant to applicable provincial health, workers’ compensation and employment insurance legislation.

- 16 -

1.2

Construction

This Agreement has been negotiated by each party with the benefit of legal representation and any rule of construction to the effect that any ambiguities are to be resolved against the drafting party shall not apply to the construction or interpretation of this Agreement.

1.3

References to U.S. Credit Agreement

The provisions of the U.S. Credit Agreement that are incorporated by reference or referred to in this Agreement shall continue to apply mutatis mutandis to the Credit notwithstanding the termination of the U.S. Credit Agreement for any reason.

1.4

Certain Rules of Interpretation

In this Agreement:

(a)

the division into sections and other subdivisions thereof and the insertion of headings are for convenience of reference only and shall not affect the construction or interpretation of this Agreement; and

(b)

unless specified otherwise or the context otherwise requires:

(i)

references to any Section or Schedule are references to the Section of, or Schedule to, this Agreement;

(ii)

“including” or “includes” means “including (or includes) but not limited to” and shall not be construed to limit any general statement preceding it to the specific or similar items or matters immediately following it;

(iii)

references to contracts, agreements or instruments, unless otherwise specified, are deemed to include all present and future amendments, supplements, restatements or replacements to or of such contracts, agreements or instruments, provided that such amendments, supplements, restatements or replacements to or of such contracts, agreements or instruments have been, if applicable, approved or consented to and otherwise made in accordance with the provisions of this Agreement;

(iv)

references to any legislation, statutory instrument or regulation or a section or other provision thereof, unless otherwise specified, is a reference to the legislation, statutory instrument, regulation, section or other provision as amended, restated or re-enacted from time to time;

(v)

references to any thing includes the whole or any part of that thing and a reference to a group of things or Persons includes each thing or Person in that group;

(vi)

references to a Person includes that Person’s successors and assigns;

- 17-

(vii)

all references to specific times are references to Toronto time; and

(viii)

words in the singular include the plural and vice-versa and words in one gender include all genders.

ARTICLE 2

CREDIT

2.1

Amount and Availment Options

(1)

Upon and subject to the terms and conditions of this Agreement, the Lenders severally agree to provide to the Borrower a revolving term credit facility (the “Credit”) in the amount of up to Cdn. $100,000,000 or the Equivalent Amount in U.S. Dollars (as reduced from time to time in accordance with this Agreement, the “Credit Limit”), provided that each Lender’s obligation hereunder shall be limited to its respective Applicable Percentage of the Credit.

(2)	At the option of the Borrower, the Credit may be utilized by the Borrower by requesting that Prime Rate Advances, Base Rate Advances, or LIBOR Advances be made by the Lenders or by presenting orders to a Lender for acceptance as Banker’s Acceptances.

(3)

At the option of the Borrower, up to Cdn. $10,000,000 or the Equivalent Amount in U.S. Dollars of the undrawn available portion of the Credit may be utilized (the “Swingline Availability”) by the Borrower by incurring overdrafts in its Canadian Dollar and U.S. Dollar accounts with Scotia Capital, which shall be deemed to be, as applicable, Prime Rate Advances or Base Rate Advances. Subject to Section 5.21, Advances under the Swingline Availability will be made solely by Scotia Capital and the Swingline Availability may be availed by the Borrower only through Scotia Capital. Advances under the Swingline Availability will reduce, to the extent of the Advances thereunder, the amounts available to be drawn under the Credit.

2.2

Revolving Credit

The Credit is a revolving credit. The principal amount of any Advance under the Credit which is repaid from time to time may be reborrowed if the Borrower is otherwise entitled to receive an Advance under the Credit.

2.3

Use of the Credit

The Credit shall be used for general corporate purposes including to finance, in part, the payment of a dividend to be paid, ultimately, to Convergys Customer Management Group Inc.

2.4

Term and Repayment

(1)	The Credit Limit will be reduced on the first day of each fiscal quarter of the Borrower, commencing 1 April 2006 (each, a “reduction date”), by that amount (if

- 18 -

positive) which is equal to (a) the Credit Limit on the applicable reduction date, minus (b) the aggregate of (i) the amount of Advances outstanding under the Credit at the close of business on the day immediately preceding the applicable reduction date, and (ii) 10% of the amount of Advances outstanding under the Credit at the close of business on the day immediately preceding the applicable reduction date.

(2)	All Obligations under the Credit shall be repaid in full, and the Credit shall be cancelled, on the Maturity Date.

2.5

Voluntary Prepayments

The Borrower may prepay Prime Rate Advances and Base Rate Advances under the Credit upon prior written notice given in accordance with Section 5.3 and, subject to Section 5.4, may prepay LIBOR Advances under the Credit upon three Business Days prior written notice, without premium or penalty in minimum amounts of Cdn. $5,000,000 and integral multiples of Cdn. $1,000,000, in the case of Base Rate Advances, and in minimum amounts of U.S. $5,000,000 and integral multiples of U.S. $1,000,000, in the case of Base Rate or LIBOR Advances, except that no Banker’s Acceptance or BA Equivalent Loan may be paid prior to its maturity date and any prepayments of LIBOR Advances shall include payment of all breakage costs. The Borrower may cash collateralize outstanding Banker’s Acceptances and BA Equivalent Loans.

2.6

Interest Rates, Fees and Commissions

(1)	Interest rates, Banker’s Acceptance Fees and Standby Fees will vary and be calculated based on the Relevant Rating as follows:


Relevant Rating		Applicable Margin for Prime Rate Advances and Base Rate Advances (% per annum)		Banker’s Acceptance Fee and Applicable Margin for LIBOR Advances (% per annum)		Standby Fee (% per annum)
Level 1	Greater than or equal to A-/A3	0.125	%	0.425	%	0.125	%
Level 2	BBB+/Baa1	0.150	%	0.550	%	0.150	%
Level 3	BBB/Baa2	0.175	%	0.675	%	0.175	%
Level 4	BBB-/Baa3	0.200	%	0.800	%	0.200	%
Level 5	BB+/Ba1	0.250	%	1.050	%	0.250	%
Level 6	Lower than or equal to BB+/Ba1	0.675	%	1.300	%	0.325	%

(2)	For purposes of the foregoing, (a) if either S&P or Moody’s shall not have in effect a rating for the Index Debt (other than by reason of the circumstances referred to in the

- 19 -

last sentence of this paragraph), then such rating agency shall be deemed to have established a rating in Level 6, (b) if the ratings established or deemed to have been established by S&P and Moody’s for the Index Debt shall fall within different Levels, then (i) if both such ratings are at or above Level 4, the Relevant Rating shall be based on the higher of the two ratings unless one of the two ratings is two or more Levels lower than the other, in which case the Relevant Rating shall be determined by reference to the Level next above that of the lower of the two ratings, and (ii) if one or both of such ratings is below Level 4, the Relevant Rating shall be determined by reference to the lower of the two ratings, and (c) if the ratings established or deemed to have been established by S&P and Moody’s for the Index Debt shall be changed (other than as a result of a change in the rating system of S&P or Moody’s), such change shall be effective as of the date on which it is first announced by the applicable rating agency. Each change in the Relevant Rating shall apply during the period commencing on the effective date of such change and ending on the date immediately preceding the effective date of the next such change. If the rating system of S&P or Moody’s shall change, or if either such rating agency shall cease to be in the business of rating corporate debt obligations, the Obligors and the Lenders shall negotiate in good faith to amend this definition to reflect such changed rating system or the unavailability of ratings from such rating agency and, pending the effectiveness of any such amendment, the Relevant Rating shall be determined by reference to the rating most recently in effect prior to such change or cessation.

(3)

All interest rates, Banker’s Acceptance Fees and Standby Fees set forth in Section 2.6(1) are rates per annum. Interest on Prime Rate Advances and Base Rate Advances shall, as applicable, be the Prime Rate or Base Rate, as the case may be, plus the relevant rate shown in the column of the table in Section 2.6(1) headed “Applicable Margin for Prime Rate Advances and Base Rate Advances “. The rate for Banker’s Acceptance Fees shall be the relevant rate shown in the column of the table in Section 2.6(1) headed “Banker’s Acceptance Fee and Applicable Margin for LIBOR”. Interest on LIBOR Advances shall be the LIBO Rate for the applicable LIBOR Period plus the relevant rate shown in the column of the table in Section 2.6(1) headed “Banker’s Acceptance Fees, L/C Commissions and Applicable Margin for LIBOR Advances”. Interest on Prime Rate Advances, Base Rate Advances and LIBOR Advances and Banker’s Acceptances Fees and Standby Fees received by the Agent shall be promptly distributed by the Agent to the Lenders in accordance with their respective Applicable Percentages.

2.7

Standby Fee

The Borrower shall pay a standby fee (“Standby Fee”) on the daily unadvanced portion of the Credit at a rate per annum which shall vary and be calculated based on the Relevant Rating as set out in the column of the table in Section 2.6(1) headed “Standby Fee”. The Standby Fee shall be calculated daily beginning on the Closing Date and shall be payable quarterly in arrears on the last Business Day of each fiscal quarter of the Borrower. Upon final payment of the Obligations relating to the Credit, the Borrower shall also pay any accrued but unpaid Standby Fees on the Credit.

- 20 -

2.8

Agency and Assignment Fees

The Borrower shall pay to the Agent, inter alia, the annual administration fee provided for in the Fee Letter. The processing and recordation fee payable to the Agent by a Lender as contemplated in Section 10(b)(vi) of the Provisions is Cdn. $2,500.

2.9

Exchange Rate Fluctuations

If at any time fluctuations in rates of exchange in effect between U.S. Dollars and Cdn. Dollars cause the aggregate amount of Advances (expressed in Cdn. Dollars using the Exchange Rate) outstanding under the Credit to exceed the maximum amount of the Credit permitted herein by more than Cdn. $1,000,000 (or the equivalent thereof in any other currency), the Borrower shall pay to the Lenders within one Business Day after demand given to it by the Agent such amount as is necessary to repay the excess. If the Borrower is unable to immediately pay that amount because LIBOR Periods have not ended or Banker’s Acceptances have not matured, the Borrower shall, within one Business Day following demand, cause to be deposited with the Agent Collateral in the amount of the excess, which shall be held by the Agent until the amount of the excess is paid in full. The Borrower shall be entitled to receive interest on cash held by the Agent as Collateral in accordance with Section 10.10. If, on the date of any Advance under the Credit (whether by rollover, conversion or otherwise), the aggregate amount of Advances (expressed in Cdn. Dollars using the Exchange Rate) under the Credit exceeds the maximum amount of the Credit permitted herein because of fluctuations in rates of exchange, the Borrower shall immediately pay the Lenders the excess and shall not be entitled to any Advance that would result in the amount of the Credit being exceeded.

ARTICLE 3

SECURITY

3.1

Security

The Security shall comprise the unlimited and unconditional guarantees of the Obligations and the Other Secured Obligations, by each of the Guarantors in favour of the Agent and the Lenders, all in form and substance satisfactory to the Lenders.

3.2

Obligations Secured by the Security

(1)	The documents constituting the Security shall secure or support the following obligations which obligations, except as otherwise agreed by the Lenders among themselves, shall rank pari passu with each other:

(a)

the Obligations and Guarantor Obligations;

(b)

the Other Secured Obligations; and

(c)

all other indebtedness, liabilities and obligations of the Obligors under the Loan Documents.

- 21 -

(2)

As of the date of this Agreement, the Other Secured Obligations are those listed in Schedule G. The Agent from time to time shall prepare and provide the Lenders and the Borrower with a revision of Schedule G to reflect changes in the Other Secured Obligations to the extent notified in writing by the Borrower to the Agent, but any failure to do so shall not affect the security for any Other Secured Obligations in favour of any Other Secured Parties. Other Secured Obligations in favour of the Other Secured Parties listed on Schedule G from time to time shall be conclusively deemed to be secured by the Security (in the absence of manifest error) and shall not cease to be secured without the prior written consent of the respective Secured Parties to whom the Other Secured Obligations are owed. If the Obligations have been indefeasibly paid and performed in full in cash and the Commitments have been terminated, the Secured Parties (in their respective capacities as Secured Parties and without prejudice to the retention of any interest in the Security in their capacities, if any, as Persons to whom are owed other obligations secured under or pursuant to the Security (other than Other Secured Obligations)) will release their interest in the Security upon receiving Collateral to secure the Other Secured Obligations, in an amount satisfactory to the Secured Parties to whom Other Secured Obligations are owed, acting reasonably. Each Other Secured Party, by its acceptance of the benefit of any Security, shall be deemed to have accepted and be bound by the provisions of this Agreement applicable to Other Secured Parties and regarding the terms upon which the Other Secured Obligations are secured by the Security, and authorizes and directs the Agent to act accordingly.

(3)

Notwithstanding the rights of Other Secured Parties to benefit from the Security in respect of the Other Secured Obligations, all decisions concerning the Security and the enforcement thereof shall be made by the Lenders or the Required Lenders in accordance with this Agreement. No Other Secured Party holding Other Secured Obligations from time to time shall have any additional right to influence the Security or the enforcement thereof as a result of holding Other Secured Obligations as long as this Agreement remains in force. No such Other Secured Party shall be able to enforce or realize on the Security unless the Lenders pursuant to the terms of this Agreement are at the same time enforcing or realizing on the Security for the Obligations and Guarantor Obligations. However, the Other Secured Obligations shall continue to be secured by the Security notwithstanding the termination of this Agreement by reason of payment of the Credit, or for any other reason and all Other Secured Obligations owed to any Other Secured Party shall continue to be secured by the Security after such Other Secured Party ceases to be the Agent or a Lender or have an Affiliate which is the Agent or a Lender. After the termination of this Agreement, decisions concerning the Security shall be made by the holders of Other Secured Obligations as they may determine among themselves.

- 22 -

ARTICLE 4

DISBURSEMENT CONDITIONS

4.1

Conditions Precedent to Initial Advance

The following conditions precedent must be satisfied at or before the time of the initial Advance under this Agreement, unless waived by the Lenders. Where delivery of documents is referred to, the documents shall be delivered to the Agent for and on behalf of the Lenders and shall be in full force and effect and in form and substance satisfactory to the Lenders.

(1)	Other Debt and Encumbrances – The Lenders shall:

(a)

have received a certified copy of the U.S. Credit Agreement together with all amendments thereto up to the date of this Agreement;

(b)

be satisfied that all Debt of the Obligors existing at the date of the initial Advance is Debt that is permitted under the U.S. Credit Agreement, as the U.S. Credit Agreement exists at the date of this Agreement;

(c)

have received releases and discharges (in registrable form where appropriate) covering all Encumbrances affecting the Property of the Obligors which are not Permitted Encumbrances in all applicable jurisdictions, and all statements and acknowledgments that are reasonably required in respect of other security interests affecting the Property of any Obligor to confirm that they are Permitted Encumbrances; and

(d)

be satisfied that no Debt ranks senior to, as applicable, the Obligations, the Guarantor Obligations and the Other Secured Obligations except to the extent that it does so in compliance with the U.S. Credit Agreement, as the U.S. Credit Agreement exists at the date of this Agreement.

(2)	Documentation and Ancillary Information – The Agent:

(a)

shall have received duly executed copies of this Agreement, the Security and the other Loan Documents, accompanied by all consents, acknowledgments and ancillary agreements as may be reasonably required by the Agent, all in form and substance satisfactory to the Agent and the Lenders;

(b)

shall have received a certificate from each of the Obligors with copies of its Constating Documents, a list of its officers, directors, trustees and/or partners, as the case may be, who are executing Loan Documents on its behalf with specimens of the signatures of those who are executing Loan Documents on its behalf, and copies of the corporate proceedings taken to authorize it to execute, deliver and perform its obligations under the Loan Documents and the Lenders shall be satisfied that all internal approvals and authorizations of each of the Obligors to permit each to enter into and to perform its obligations in relation thereto have been obtained; and

- 23 -

(c)

shall have received evidence that the delivery of the Loan Documents will not contravene Applicable Laws governing financial assistance or other similar Applicable Laws which affect the Loan Documents.

(3)	Financial Information – The Agent shall have received:

(a)

the audited consolidated annual financial statements of Convergys Corporation for each of its fiscal year ending 31 December 2004; and

(b)

the unaudited consolidated quarterly financial statements of Convergys Corporation for its fiscal quarter ending 30 September 2005.

(4)	Opinions – The Agent shall have received the following favourable legal opinions, each in form and substance satisfactory to it:

(a)

the opinion of Borden Ladner Gervais LLP, counsel to the Lenders, addressed to the Agent and the Lenders in relation to the Loan Documents which are governed by Ontario law;

(b)

the opinion of McInnes Cooper counsel to the Borrower, addressed to the Agent, the Lenders and Borden Ladner Gervais LLP in relation to, among other things, the existence of the Borrower, its corporate power and authority and the due authorization, execution and delivery of the Loan Documents and such other matters as the Agent may reasonably require; and

(c)

the opinion of Frost Brown Todd LLC, counsel to the Guarantors, addressed to the Agent, the Lenders and Borden Ladner Gervais LLP in relation to, among other things, the Guarantors and the enforceability of the Loan Documents governed by U.S. law and such other matters as the Agent may reasonably require including, without limitation, that the Obligations, the Guarantor Obligations and the Other Secured Obligations are Indebtedness (as that term is defined in the U.S. Credit Agreement as at the date of this Agreement) which is permitted under the U.S. Credit Agreement and is permitted under all public debt of Convergys Corporation or the other Guarantors.

(5)	Other Matters – The following conditions must also be satisfied:

(a)

the Lenders shall be satisfied at the Closing Date that there is no material litigation affecting any Obligor;

(b)

the Lenders shall be satisfied at the Closing Date that there has not occurred and does not exist any event or circumstance which has, or would have, a Material Adverse Effect;

(c)

all fees and expenses payable under the Loan Documents and the Fee Letter (including upfront fees, agency fees, and reasonable legal fees and expenses of the Lenders’ counsel invoiced prior to the Closing Date) shall have been paid;

- 24 -

(d)

the conditions precedent in this Section 4.1 shall be satisfied no later than 15 December 2005; and

(e)

the Agent shall have received such other documents as the Lenders may reasonably require.

4.2

Conditions Precedent to all Advances

The obligation of the Lenders to make any Advance (including the initial Advance) is subject to the conditions precedent that:

(a)

no Default has occurred and is continuing on the Drawdown Date, or would result from making the Advance;

(b)

the Agent has received timely notice as required under Section 5.3;

(c)

the representations and warranties set out in Section 6.1, other than those expressly stated to be made as of a specific date or otherwise expressly modified in accordance with Section 6.2, are true and correct in all material respects on the date of the Advance as if made on and as of the date of the Advance; and

(d)

all other terms and conditions of this Agreement upon which an Advance may be obtained are fulfilled.

ARTICLE 5

ADVANCES

5.1

Evidence of Indebtedness

The Agent will maintain records of the Obligations resulting from Prime Rate Advances, Base Rate Advances and LIBOR Advances made by the Lenders and each Lender will maintain records concerning those Advances it has made. The Agent shall also maintain records of the Obligations resulting from Advances by way of Banker’s Acceptances and BA Equivalent Loans, and each Lender shall also maintain records relating to Banker’s Acceptances that it has accepted and BA Equivalent Loans it has made. The records maintained by the Agent shall constitute, in the absence of manifest error, prima facie evidence of the Obligations and all details relating thereto. After a request by the Borrower, the Agent or the Lender to whom the request is made will promptly advise the Borrower of the entries in such records. The failure of the Agent or any Lender to correctly record any such amount or date shall not, however, adversely affect the obligation of the Borrower to pay the Obligations in accordance with this Agreement. The Agent shall, upon the reasonable request of a Lender or the Borrower, provide any information contained in its records of Advances to such Lender or the Borrower and the Agent, each Lender and the Borrower shall cooperate in providing all information reasonably required to keep all accounts accurate and up-to-date.

- 25 -

5.2

Conversions

Subject to the other terms of this Agreement, the Borrower may from time to time convert all or any part of the outstanding amount of any Advance into another form of Advance.

5.3

Notice of Advances and Payments

(1)

The Borrower shall give the Agent irrevocable written notice, in the form of Schedule A, of any request for any Advance to it under the Credit (other than for any Advance under the Swingline Availability). The Borrower shall also give the Agent irrevocable written notice in the same form of any payment by it (whether resulting from a repayment, prepayment, rollover or conversion of any Advance under the Credit) and each such payment shall be for an amount no less than, as applicable, Cdn. $5,000,000 or U.S. $5,000,000 or the aggregate amount of the Advances outstanding, whichever is less.

(2)

Notice in respect of a LIBOR Advance or payment thereof shall be given on the third Business Day prior to the date of any such LIBOR Advance or payment. Notice in respect of an Advance by way of Banker’s Acceptance or payment thereof shall be given two Business Days before any such Advance or payment. Any permanent reduction of the Credit shall only be effective on three Business Days notice as required by Section 5.4.

(3)

Notices shall be given not later than 11:00 a.m. (Toronto time) on the date for notice. Payments (other than those being made solely from the proceeds of rollovers and conversions) must be made prior to 11:00 a.m. (Toronto time) on the date for payment. If a notice or payment is not given or made by those times, it shall be deemed to have been given or made on the next Business Day, unless all Lenders affected by the late notice or payment agree, in their sole discretion, to accept a notice or payment at a later time as being effective on the date it is given or made.

5.4

Prepayments and Reductions

(1)

Subject to giving notice required by Section 5.3, the Borrower may from time to time repay Advances outstanding under the Credit without premium or penalty, except that (a) Banker’s Acceptances and BA Equivalent Loans may not be paid prior to their respective maturity dates, and (b) LIBOR Advances may not be paid prior to the end of the applicable LIBOR Period unless the Borrower indemnifies the Lenders for any loss or expense that the Lenders incur as a result, including any breakage costs.

(2)

The Borrower may from time to time, by giving not less than three Business Days express written notice to the Agent, irrevocably notify the Agent of the cancellation of the Credit or of the permanent reduction of the committed amount of the Credit by an amount which shall be a minimum of Cdn. $5,000,000 and a whole multiple of Cdn. $1,000,000. The Borrower shall have no right to any increase in the committed amount of the Credit thereafter.

- 26 -

5.5

Prime Rate, Base Rate and LIBOR Advances

(1)

Upon timely fulfilment of all applicable conditions as set forth in this Agreement, the Agent, in accordance with the procedures set forth in Section 5.7, will make the requested amount of a Prime Rate Advance, Base Rate Advance or LIBOR Advance available to the Borrower on the Drawdown Date requested by the Borrower by crediting the Designated Account with such amount. Each Prime Rate Advance, Base Rate Advance or LIBOR Advance (other than an Advance under the Swingline Availability) shall be in an aggregate minimum amount of, as applicable, Cdn. $5,000,000 or U.S. $5,000,000 and in a whole multiple of, as applicable, Cdn. $1,000,000 or U.S. $1,000,000. Notwithstanding the foregoing, if the aggregate minimum amount of any such Advance would cause the Borrower to exceed the maximum amount of the Credit, the Borrower shall be permitted to request an aggregate amount for such an Advance that is equal to the difference or the Equivalent Amount in U.S. Dollars of the difference between the maximum amount of the Credit and the aggregate amount of all Advances outstanding under the Credit at the time of such request. The Borrower shall pay interest to the Agent for the account of the Lenders at the Branch of Account on any such Advances outstanding from time to time hereunder at the applicable rate of interest specified in Section 2.6.

(2)

Interest on Prime Rate Advances and Base Rate Advances shall be calculated and payable monthly on each Interest Payment Date. Interest on LIBOR Advances shall be payable on the last day of the applicable LIBOR Period and, if the LIBOR Period is longer than three months, every three months after the date of the relevant LIBOR Advance. All interest shall accrue from day to day and shall be payable in arrears for the actual number of days elapsed from and including the date of Advance or the previous date on which interest was payable, as the case may be, to but excluding the date on which interest is payable, both before and after maturity, default and judgment, with interest on overdue interest at the same rate payable on demand. Overdue interest with respect to a LIBOR Advance shall, upon the expiry of the LIBOR Period applicable to such LIBOR Advance, bear interest, payable on demand calculated at the rate applicable to Base Rate Advances.

(3)

Interest calculated with reference to the Prime Rate shall be calculated on the basis of a calendar year. Interest calculated with reference to the Base Rate or LIBO Rate shall be calculated on the basis of a year of 360 days. Each rate of interest which is calculated with reference to a period (the “deemed interest period”) that is less than the actual number of days in the calendar year of calculation is, for the purposes of the Interest Act (Canada), equivalent to a rate based on a calendar year calculated by multiplying such rate of interest by the actual number of days in the calendar year of calculation and dividing by the number of days in the deemed interest period. Interest shall be calculated using the nominal rate of calculation, and will not be calculated using the effective rate method of calculation or any other basis that gives effect to the principle of deemed reinvestment of interest.

- 27 -

5.6

LIBOR Periods

The Borrower may select, by irrevocable notice to the Agent, LIBOR Periods of 1, 2, 3 or 6 months to apply to any particular LIBOR Advance. LIBOR Periods of other lengths shall also be available at the discretion of the Lenders from time to time, but there shall not at any time be LIBOR Advances outstanding with more than 6 different maturity dates. No LIBOR Period may end on a date which is not a Business Day or after the Maturity Date. The Borrower shall from time to time select and give notice to the Agent of the LIBOR Period for a LIBOR Advance which shall commence upon the making of the LIBOR Advance or on the date of the expiry of any outstanding LIBOR Period applicable to a LIBOR Advance that is being rolled over. If the Borrower fails to select and give the Agent notice of a LIBOR Period for a LIBOR Advance in accordance with Section 5.3, the Lenders shall be deemed to have made a one month LIBOR Advance to the Borrower to replace the maturing LIBOR Advance, unless such LIBOR Advance is repaid by the Borrower at the end of the applicable LIBOR Period.

5.7

Co-ordination of Prime Rate Advances, Base Rate Advances and LIBOR Advances

Each Lender shall advance its Applicable Percentage of each Prime Rate Advance, Base Rate Advance and LIBOR Advance in accordance with the following provisions:

(a)

the Agent shall advise each Lender of its receipt of a notice from the Borrower pursuant to Section 5.3 on the day such notice is received and shall, as soon as possible, advise each Lender of such Lender’s Applicable Percentage of any Advance requested by the notice;

(b)

each Lender shall deliver its Applicable Percentage of the Advance to the Agent not later than 11:00 a.m. (Toronto time) on the Drawdown Date; and

(c)

unless a Lender notifies the Agent that a condition precedent to an Advance specified in this Agreement has not been met, the Agent shall advance to the Borrower the amount delivered by each Lender by crediting the Designated Account prior to 2:00 p.m. (Toronto time) on the Drawdown Date, but if the conditions precedent to the Advance are not met by 2:00 p.m. (Toronto time) on the Drawdown Date, the Agent shall return the funds to the Lenders or invest them in an overnight investment as orally instructed by each Lender until such time as the Advance is made.

5.8

Execution of Banker’s Acceptances

(1)	To facilitate the acceptance of Banker’s Acceptances hereunder, the Borrower hereby appoints each Lender as its attorney to sign and endorse on its behalf, as and when considered necessary by the Lender, an appropriate number of orders in the form prescribed by that Lender.

(2)	Each Lender may, at its option, execute any order in handwriting or by the facsimile or mechanical signature of any of its authorized officers, and the Lenders are hereby authorized to accept or pay, as the case may be, any order of the Borrower which

- 28 -

purports to bear such a signature notwithstanding that any such individual has ceased to be an authorized officer of the Lender. Any such order or Banker’s Acceptance shall be as valid as if he or she were an authorized officer at the date of issue of the order or Banker’s Acceptance.

(3)

Any order or Banker’s Acceptance signed by a Lender as attorney for the Borrower, whether signed in handwriting or by the facsimile or mechanical signature of an authorized officer of a Lender, may be dealt with by the Agent or any Lender to all intents and purposes and shall bind the Borrower as if duly signed and issued by the Borrower.

(4)

The receipt by the Agent of a request for an Advance by way of Banker’s Acceptances shall be each Lender’s sufficient authority to execute, and each Lender shall, subject to the terms and conditions of this Agreement, execute orders in accordance with such request and the advice of the Agent given pursuant to Section 5.11, and the orders so executed shall thereupon be deemed to have been presented for acceptance.

5.9

Sale of Banker’s Acceptances

(1)	It shall be the responsibility of each Lender to arrange, in accordance with normal market practice, for the sale on each Drawdown Date of the Banker’s Acceptances to be accepted by that Lender, failing which the Lender shall purchase its Banker’s Acceptances.

(2)	In accordance with the procedures set forth in Section 5.11, the Agent will make the net proceeds of the requested Advance by way of Banker’s Acceptances received by it from the Lenders available to the Borrower on the Drawdown Date by crediting the Designated Account with such amount.

(3)

Notwithstanding the foregoing, if in the determination of the Required Lenders, acting reasonably, a market for Banker’s Acceptances does not exist at any time, or the Lenders cannot for other reasons, after reasonable efforts, readily sell Banker’s Acceptances or perform their other obligations under this Agreement with respect to Banker’s Acceptances, then upon at least one Business Day’s written notice by the Agent to the Borrower, the Borrower’s right to request Advances by way of Banker’s Acceptances shall be and remain suspended until the Agent notifies the Borrower that any condition causing such determination no longer exists (and the Agent shall be obligated to so notify the Borrower promptly following such occurrence).

5.10

Size and Maturity of Banker’s Acceptances and Rollovers

Each Advance of Banker’s Acceptances shall be in a minimum amount of Cdn. $5,000,000 and integral multiples of Cdn. $1,000,000 and the maximum number of maturities of Banker’s Acceptances outstanding at any time shall not exceed fifteen. Each Banker’s Acceptance shall have a term of 1, 2, 3 or 6 months after the date of acceptance of the order by a Lender, but no Banker’s Acceptance may mature on a date which is not a Business Day or after the Maturity Date. Subject to the terms and conditions of this Agreement, the face amount at maturity of a Banker’s Acceptance may be renewed as a Banker’s Acceptance

- 29 -

(by repayment and reissue) or converted (by repayment) into another form of Advance. If, before the due date for delivery of a Compliance Certificate, the Borrower has knowledge that the fees payable by the Borrower in connection with an Advance by way of Banker’s Acceptance will increase after the delivery of such Compliance Certificate, then the Borrower shall not request or renew an Advance by way of Banker’s Acceptance for a term that exceeds 1 month. After such Compliance Certificate has been delivered and the fees payable by the Borrower in connection with an Advance by way of Banker’s Acceptance have increased as set forth herein, the Borrower may then request or renew Advances by way of Banker’s Acceptance for terms otherwise permitted by this Section.

5.11

Co-ordination of BA Advances

Each Lender shall advance its Applicable Percentage of each Advance by way of Banker’s Acceptances in accordance with the provisions set forth below.

(1)

The Agent, promptly following receipt of a notice from the Borrower pursuant to Section 5.3 requesting an Advance by way of Banker’s Acceptances, shall advise each Lender of the aggregate face amount and term(s) of the Banker’s Acceptances to be accepted by it, which term(s) shall be identical for all Lenders. The aggregate face amount of Banker’s Acceptances to be accepted by a Lender shall be determined by the Agent by reference to the respective Commitments of the Lenders, except that, if the face amount of a Banker’s Acceptance would not be Cdn. $1,000 or a whole multiple thereof, the face amount shall be increased or reduced by the Agent in its sole discretion to the nearest whole multiple of Cdn. $1,000.

(2)

Each Lender shall transfer to the Agent at the Branch of Account for value not later than 11:00 a.m. (Toronto time) on each Drawdown Date immediately available Cdn. Dollars in an aggregate amount equal to the BA Discount Proceeds of all Banker’s Acceptances accepted and sold or purchased by the Lender on such Drawdown Date net of the applicable Banker’s Acceptance Fee and net of the amount required to pay any of its previously accepted Banker’s Acceptances that are maturing on the Drawdown Date or any of its other Advances that are being converted to Banker’s Acceptances on the Drawdown Date.

(3)

Unless a Lender notifies the Agent that a condition precedent to an Advance specified in this Agreement has not been met, the Agent shall advance to the Borrower the amount delivered by each Lender by crediting the Designated Account prior to 2:00 p.m. (Toronto time) on the Drawdown Date, but if the conditions precedent to the Advance are not met by 2:00 p.m. (Toronto time) on the Drawdown Date, the Agent shall return the funds to the Lenders or invest them in an overnight investment as orally instructed by each Lender until such time as the Advance is made.

(4)

Notwithstanding any other provision hereof, for the purpose of determining the amount to be transferred by a Lender to the Agent for the account of the Borrower in respect of the sale of any Banker’s Acceptance accepted by such Lender and sold or purchased by it, the proceeds of sale thereof shall be deemed to be an amount equal to the BA Discount Proceeds calculated with respect thereto. Accordingly, in respect of

- 30 -

any particular Banker’s Acceptance accepted by it, a Lender in addition to its entitlement to retain the applicable Banker’s Acceptance Fee for its own account (a) shall be entitled to retain for its own account the amount, if any, by which the actual proceeds of sale thereof exceed the BA Discount Proceeds calculated with respect thereto, and (b) shall be required to pay out of its own funds the amount, if any, by which the actual proceeds of sale thereof are less than the BA Discount Proceeds calculated with respect thereto.

(5)

Whenever the Borrower requests an Advance that includes Banker’s Acceptances, each Lender that is not permitted by Applicable Law or by customary market practice to accept a Banker’s Acceptance (a “Non BA Lender”) shall, in lieu of accepting its pro rata amount of such Banker’s Acceptances, make available to the Borrower on the Drawdown Date a non-interest bearing loan (a “BA Equivalent Loan”) in Canadian Dollars and in an amount equal to the BA Discount Proceeds of its pro rata amount of the Banker’s Acceptances that the Non BA Lender would have been required to accept on the Drawdown Date if it were able to accept Banker’s Acceptances. The BA Discount Proceeds shall be calculated based on the BA Discount Rate provided by the Other Reference Lenders. Each Non BA Lender shall also be entitled to deduct from the BA Equivalent Loan an amount equal to the Banker’s Acceptance Fee that would have been applicable had it been able to accept Banker’s Acceptances. The BA Equivalent Loan shall have a term equal to the term of the Banker’s Acceptances that the Non BA Lender would otherwise have accepted and the Borrower shall, at the end of that term, be obligated to pay the Non BA Lender an amount equal to the aggregate face amount of the Banker’s Acceptances that it would otherwise have accepted. All provisions of this Agreement applicable to Banker’s Acceptances and Lenders that accept Banker’s Acceptances shall apply mutatis mutandis to BA Equivalent Loans and Non BA Lenders and, without limiting the foregoing, Advances shall include BA Equivalent Loans.

5.12

Payment of Banker’s Acceptances

(1)

The Borrower shall provide for the payment to the Agent at the Branch of Account for the account of the applicable Lenders of the full face amount of each Banker’s Acceptance accepted for its account on the earlier of (a) the date of maturity of a Banker’s Acceptance, and (b) the date on which any Obligations become due and payable pursuant to Section 8.2. The Lenders shall be entitled to recover interest from the Borrower at a rate of interest per annum equal to the rate applicable to Prime Rate Advances under the Credit under which the Banker’s Acceptance was issued, compounded monthly, upon any amount payment of which has not been provided for by the Borrower in accordance with this Section. Interest shall be calculated from and including the date of maturity of each such Banker’s Acceptance up to but excluding the date such payment, and all interest thereon, is provided for by the Borrower, both before and after demand, default and judgment.

(2)	If the Borrower provides cash in response to any Obligations becoming due and payable under Section 8.2, it shall be entitled to receive interest on the cash provided in accordance with Section 10.10 as long as the cash is held as Collateral.

- 31 -

5.13

Deemed Advance – Banker’s Acceptances

Except for amounts which are paid from the proceeds of a rollover of a Banker’s Acceptance or for which payment has otherwise been funded by the Borrower, any amount which a Lender pays to any third party on or after the date of maturity of a Banker’s Acceptance in satisfaction thereof or which is owing to the Lender in respect of such a Banker’s Acceptance on or after the date of maturity of such a Banker’s Acceptance, shall be deemed to be a Prime Rate Advance to the Borrower under this Agreement. Each Lender shall forthwith give notice of the making of such a Prime Rate Advance to the Borrower and the Agent (which shall promptly give similar notice to the other Lenders). Interest shall be payable on such Prime Rate Advances in accordance with the terms applicable to Prime Rate Advances.

5.14

Waiver

The Borrower shall not claim from a Lender any days of grace for the payment at maturity of any Banker’s Acceptances presented and accepted by the Lender pursuant to this Agreement. The Borrower waives any defence to payment which might otherwise exist if for any reason a Banker’s Acceptance shall be held by a Lender in its own right at the maturity thereof, and the doctrine of merger shall not apply to any Banker’s Acceptance that is at any time held by a Lender in its own right.

5.15

Degree of Care

Any executed orders to be used as Banker’s Acceptances shall be held in safekeeping with the same degree of care as if they were the Lender’s own property, and shall be kept at the place at which such orders are ordinarily held by such Lender.

5.16

Obligations Absolute

The obligations of the Borrower with respect to Banker’s Acceptances under this Agreement shall be unconditional and irrevocable, and shall be paid strictly in accordance with the terms of this Agreement under all circumstances, including the following circumstances:

(a)

any lack of validity or enforceability of any order accepted by a Lender as a Banker’s Acceptance; or

(b)

the existence of any claim, set-off, defence or other right which the Borrower may have at any time against the holder of a Banker’s Acceptance, a Lender or any other Person, whether in connection with this Agreement or otherwise.

5.17

Shortfall on Drawdowns, Rollovers and Conversions

The Borrower agrees that:

(a)

the difference between the amount of an Advance requested by the Borrower by way of Banker’s Acceptances and the actual proceeds of the Banker’s Acceptances;

- 32 -

(b)

the difference between the actual proceeds of a Banker’s Acceptance and the amount required to pay a maturing Banker’s Acceptance, if a Banker’s Acceptance is being rolled over; and

(c)

the difference between the actual proceeds of a Banker’s Acceptance and the amount required to repay any Advance which is being converted to a Banker’s Acceptance;

shall be funded and paid by the Borrower from its own resources, by 11:00 a.m. on the day of the Advance or may be advanced as a Prime Rate Advance under the Credit if the Borrower is otherwise entitled to an Advance under the Credit.

5.18

Failure of Lender to Fund

Notwithstanding the provisions of Section 6(a) of the Provisions, if any Lender fails to make available to the Agent its Applicable Percentage of any Advance (such Lender being herein called the “Defaulting Lender”), the Administrative Agent shall forthwith give notice of such failure by the Defaulting Lender to the Borrower and the other Lenders. The Agent shall then forthwith give notice to the other Lenders that any Lender may make available to the Agent all or any portion of the Defaulting Lender’s Applicable Percentage of such Advance (but in no way shall any other Lender or the Agent be obliged to do so) in the place of the Defaulting Lender. If more than one Lender gives notice that it is prepared to make funds available in the place of a Defaulting Lender in such circumstances and the aggregate of the funds which such Lenders (herein collectively called the “Contributing Lenders” and individually called the “Contributing Lender”) are prepared to make available exceeds the amount of the Advance which the Defaulting Lender failed to make, then each Contributing Lender shall be deemed to have given notice that it is prepared to make available its Applicable Percentage of such Advance based on the Contributing Lenders’ relative commitments to advance in such circumstances. If any Contributing Lender makes funds available in the place of a Defaulting Lender in such circumstances, then the Defaulting Lender shall pay to any Contributing Lender making the funds available in its place, forthwith on demand, any amount advanced on its behalf together with interest thereon at the rate applicable to such Advance from the date of advance to the date of payment, against payment by the Contributing Lender making the funds available of all interest received in respect of the Advance from the Borrower. The failure of any Lender to make available to the Agent its Applicable Percentage of any Advance as required herein shall not relieve any other Lender of its obligations to make available to the Agent its Applicable Percentage of any Advance as required herein.

- 33 -

5.19

Payment by the Borrower

(1)

Except as otherwise provided herein, all payments made by or on behalf of the Borrower pursuant to this Agreement shall be made to and received by the Agent and shall be distributed by the Agent to the Lenders as soon as possible upon receipt by the Agent. Except as otherwise provided in this Agreement (including Sections 5.18 and 5.20), the Agent shall distribute:

(a)

payments of interest in accordance with each Lender’s Applicable Percentage of the Credit;

(b)

repayments of principal in accordance with each Lender’s Applicable Percentage of the Credit; or

(c)

all other payments received by the Agent including amounts received upon the realization of Security, in accordance with each Lender’s Applicable Percentage of the Credit provided, however, that with respect to proceeds of realization, no Lender shall receive an amount in excess of the amounts owing to it in respect of the Obligations.

(2)

If the Agent does not distribute a Lender’s share of a payment made by the Borrower to that Lender for value on the day that payment is made or deemed to have been made to the Agent, the Agent shall pay to the Lender on demand an amount equal to the product of (a) the Interbank Reference Rate per annum multiplied by (b) the Lender’s share of the amount received by the Agent from the Borrower and not so distributed, multiplied by (c) a fraction, the numerator of which is the number of days that have elapsed from and including the date of receipt of the payment by the Agent to but excluding the date on which the payment is made by the Agent to such Lender and the denominator of which is 365. The Agent shall be entitled to withhold any Tax applicable to any such payment as required by Applicable Laws.

5.20

Payment by Agent

For greater certainty, the following provisions shall apply to any and all payments made by the Agent to the Lenders hereunder:

(1)	the Agent shall be under no obligation to make any payment (whether in respect of principal, interest, fees or otherwise) to any Lender until an amount in respect of such payment has been received by the Agent from the Borrower;

(2)

if the Agent receives less than the full amount of any payment of principal, interest, fees or other amount owing by the Borrower under this Agreement, the Agent shall have no obligation to remit to each Lender any amount other than such Lender’s Applicable Percentage of that amount which is the amount actually received by the Agent;

(3)	if any Lender advances more or less than its Applicable Percentage of the Credit, such Lender’s entitlement to such payment shall be increased or reduced, as the case may be, in proportion to the amount actually advanced by such Lender;

(4)

if a Lender’s Applicable Percentage of an Advance has been advanced, or a Lender’s Commitment has been outstanding, for less than the full period to which any payment (other than a payment of principal) by a Borrower relates, such Lender’s entitlement to such payment shall be reduced in proportion to the length of time such Lender’s Applicable Percentage of the Credit or such Lender’s Commitment, as the case may be, has actually been outstanding;

- 34 -

(5)	the Agent acting reasonably and in good faith shall, after consultation with the Lenders in the case of any dispute, determine in all cases the amount of all payments to which each Lender is entitled and such determination shall, in the absence of manifest error, be binding and conclusive; and

(6)	upon request, the Agent shall deliver a statement detailing any of the payments to the Lenders referred to herein.

5.21

Provisions Relating to Swingline Availability

(1)

While Scotia Capital is the sole Lender making Advances under the Swingline Availability, its participation in Advances under the Credit which are not made under the Swingline Availability (“Non Swingline Advances”) shall be reduced, and the participations of the other Lenders in such Non Swingline Advances shall be increased, and such participations may be adjusted from time to time, as determined by the Agent, so that each Lender’s overall Applicable Percentage of the aggregate of all Advances under the Credit is, to the greatest extent practicable, as provided in Schedule E to this Agreement. For greater certainty, the aggregate of Advances outstanding under the Swingline Availability and Non Swingline Advances made by Scotia Capital shall not at any time exceed Scotia Capital’s Commitment in respect of the Credit, and if it does, the Borrower shall repay Advances outstanding under the Swingline Availability in an amount to eliminate such excess as soon as possible and, in any event, immediately following notice thereof by the Agent.

(2)

Notwithstanding that Advances under the Swingline Availability are from time to time made by Scotia Capital and Scotia Capital’s participation in Non Swingline Advances is reduced, and the participation of the other Lenders in Non Swingline Advances is increased in accordance with Section 5.21(1), it is the intention of the parties that the ultimate credit risk and exposure of each Lender in respect of the Credit be in accordance with its Applicable Percentage of the entire amount of the Credit. Accordingly, upon the Obligations becoming due and payable under Section 8.2, each Lender shall (and hereby absolutely, unconditionally and irrevocably agrees to) do all such things, including delivery of indemnity agreements and assignments to other Lenders of Advances made by Scotia Capital under the Swingline Availability or assignments to Scotia Capital of Non Swingline Advances made by other Lenders as shall be required to ensure that result. Any such action on the part of the Lenders shall be binding on the Obligors. If any Lender fails to take the actions required by this Section, the Agent may, without prejudice to the other rights of the Lenders, make such adjustments to the payments to the defaulting Lender under this Agreement as are necessary to compensate the other Lenders for the defaulting Lender’s failure.

(3)

Subject to the provisions of Section 5.21(2) regarding the assignment of interests in Advances under the Swingline Availability in the event of acceleration of payment of the Obligations, the provisions of this Agreement do not apply to Advances under the Swingline Availability to the extent that the provisions contemplate the participation by any Lender other than Scotia Capital in making Advances and receiving payments in respect of Advances under the Swingline Availability. All Advances under the

- 35 -

Swingline Availability shall be made solely by Scotia Capital and records concerning such Advances shall be maintained solely by Scotia Capital. All payments of principal, interest, fees and other amounts relating to Advances under the Swingline Availability shall be made solely to Scotia Capital. Any notices by the Borrower in connection with the Swingline Availability shall be made to Scotia Capital. The parties hereto agree that notice and minimum amount requirements in respect of Advances shall not apply to Advances by way of overdraft under the Swingline Availability. Similarly, subject to any assignment of interests in Advances under the Swingline Availability in the event of acceleration of payment of the Obligations as contemplated in Section 5.21(2), references in this Agreement to the Lenders shall, in the context of the Swingline Availability, be interpreted as referring only to Scotia Capital. No Lender other than Scotia Capital shall have any right to receive payments in respect of Advances under the Swingline Availability or any obligations to make Advances under the Swingline Availability.

(4)

Advances under the Swingline Availability are available by way of overdraft only. Upon presentation to Scotia Capital for payment of any cheque or other item drawn by the Borrower on any of its Canadian Dollar or U.S. Dollar current accounts at the Branch of Account which, when charged against the applicable account, creates or increases an overdraft in that account, Scotia Capital shall pay the cheque or other item provided that, after doing so, the aggregate amount of the overdrafts outstanding in such accounts of the Borrower do not exceed Cdn. $10,000,000 (which overdrafts shall, in the case of the Borrower’s Canadian Dollar accounts, be deemed to be Prime Rate Advances, and, in the case of the Borrower’s U.S. Dollar accounts, be deemed to be Base Rate Advances). The Borrower hereby requests and authorizes Scotia Capital to make such Prime Rate Advances and Base Rate Advances to cover such overdrafts, subject to the terms of this Agreement, and this standing authorization to the Agent shall be deemed for the purposes of this Agreement to constitute a request for an Advance in the form of Schedule A on each date such Advances are made by Scotia Capital to cover any such overdraft. All of the provisions applicable to Prime Rate Advances and Base Rate Advances under this Agreement shall apply to Advances under the Swingline Availability, respectively, other than minimum notice or minimum amount requirements.

5.22

Prohibited Rates of Interest

It is the intention of the parties to comply with applicable usury laws now or hereafter enacted. Accordingly, notwithstanding any other provisions of this Agreement or any other Loan Document, in no event shall any Loan Document require the payment or permit the collection of interest or other amounts in an amount or at a rate in excess of the amount or rate that is permitted by law or in an amount or at a rate that would result in the receipt by the Lenders or the Agent of interest at a criminal rate, as the terms “interest” and “criminal rate” are defined under the Criminal Code (Canada). Where more than one such law is applicable to any Obligor, such Obligor shall not be obliged to make payment in an amount or at a rate higher than the lowest amount or rate permitted by such laws. If from any circumstances whatever, fulfilment of any provision of any Loan Document shall involve transcending the limit of validity prescribed by any Applicable Law for the collection or charging of interest, the

- 36 -

obligation to be fulfilled shall be reduced to the limit of such validity, and if from any such circumstances the Agent or the Lenders shall ever receive anything of value as interest or deemed interest under any Loan Document in an amount that would exceed the highest lawful rate of interest permitted by any Applicable Law, such amount that would be excessive interest shall be applied to the reduction of the principal amount of the Credit, and not to the payment of interest, or if such excessive interest exceeds the unpaid principal balance of the Credit, the amount exceeding the unpaid balance shall be refunded to the Borrower. In determining whether or not the interest paid or payable under any specified contingency exceeds the highest lawful rate, the Obligors, the Agent and the Lenders shall, to the maximum extent permitted by Applicable Laws (a) characterize any non-principal payment as an expense, fee or premium rather than as interest, (b) exclude voluntary prepayments and the effects thereof, (c) amortize, prorate, allocate and spread the total amount of interest throughout the term of such indebtedness so that interest thereon does not exceed the maximum amount permitted by Applicable Laws, or (d) allocate interest between portions of such indebtedness to the end that no such portion shall bear interest at a rate greater than that permitted by Applicable Laws. For the purposes of the application of the Criminal Code (Canada), the effective annual rate of interest shall be determined in accordance with generally accepted actuarial practices and principles and in the event of any dispute, a certificate of a Fellow of the Canadian Institute of Actuaries appointed by the Agent shall be conclusive for the purpose of such determination.

ARTICLE 6

REPRESENTATIONS AND WARRANTIES

6.1

Representations and Warranties

Each of the Obligors represents and warrants, with respect to itself and each other Obligor, to the Lenders as follows:

(1)	Corporate Matters

(a)

It is a duly incorporated, amalgamated or continued and validly existing corporation under its jurisdiction of incorporation and has the corporate power and authority to enter into and perform its obligations under each Loan Document to which it is or will be a party, to own or lease its Property and to carry on its business as conducted.

(b)

It is qualified to carry on business in all jurisdictions in which the Property owned or leased by it or the nature of the activities carried on by it makes such qualification necessary, except to the extent that the non-qualification would not and could not reasonably be expected to have a Material Adverse Effect.

(c)

It has all Permits required to own its Property and to carry on the business in which it is engaged and all such Permits are in good standing, except to the extent that the absence of Permits or lack of good standing of Permits would not and could not reasonably be expected to have a Material Adverse Effect.

(d)

The entering into and the performance by it of the Loan Documents to which it is or will be a party (i) have been duly authorized by all necessary corporate or

- 37 -

other action on its part, (ii) do not and will not violate its Constating Documents or any Applicable Law, (iii) do not and will not violate or result in a default under any indenture, agreement or other instrument binding upon any Obligor or its Property, or give rise to a right thereunder to require any payment to be made by any Obligor; and (iv) do not and will not result in the creation of any Encumbrance on any of its Property and will not require it to create any Encumbrance on any of its Property and will not result in the forfeiture of any of its Property.

(e)

Its Constating Documents do not restrict the power of its directors, trustees or partners, as the case may be, to borrow money, to give financial assistance by way of loan, guarantee or otherwise, or to encumber any or all of its present and future Property to secure the Secured Obligations, except for restrictions under any Constating Document which have been complied with in connection with the Loan Documents and the Other Secured Agreement.

(f)

It is not in violation of any term of its Constating Documents and is not in violation of any Applicable Law, the violation of which would or could reasonably be expected to have a Material Adverse Effect.

(2)	Loan Documents, etc.

(a)

The Loan Documents to which it is or will be a party have been or will be duly executed and delivered by it (or on its behalf) and, when executed and delivered, will constitute legal, valid and binding obligations enforceable against it in accordance with their respective terms, subject to the availability of equitable remedies and the effect of bankruptcy, insolvency and other laws of general application limiting the enforceability of creditors’ rights generally and to the fact that equitable remedies, including specific performance and injunctive relief, are discretionary and may not be ordered in respect of certain defaults.

(b)

No Default has occurred and is continuing.

(3)	Litigation, Financial Statements and Other Matters

(a)

There are no actions, suits, arbitration or administrative proceedings or industrial or labour disputes outstanding or, to its knowledge after having made reasonable inquiry, pending or threatened, against it which, in any such case, would or could reasonably be expected to have a Material Adverse Effect.

(b)

All of its historical financial statements which have been furnished to the Agent and the Lenders, or any of them, in connection with this Agreement are complete and fairly present the financial position of the applicable Person as of the dates referred to therein and have been prepared in accordance with GAAP on a consistent basis except that, in the case of quarterly financial statements, notes to the statements and normal year-end audit adjustments required by GAAP are not included.

- 38 -

(c)

As of the Closing Date it has and will have no liabilities (contingent or other) or other obligations of the type required to be included in the consolidated financial statements of Convergys Corporation in accordance with GAAP which are not fully included in the audited financial statements of Convergys Corporation for its fiscal year ending 31 December 2004 or in Convergys Corporation’s quarterly consolidated financial statements for its fiscal quarter ended 30 September 2005, other than liabilities and obligations incurred since the date of such statements in the ordinary course of business, none of which has a Material Adverse Effect, and the Obligations.

(d)

It is not in default under any of the Permitted Encumbrances to an extent that such defaults, individually or in the aggregate, would or could reasonably be expected to have a Material Adverse Effect.

(e)

As at the Closing Date, no event has occurred and no fact has become known to it that that would or could reasonably be expected to have a Material Adverse Effect.

(f)

It has no Debt that is not permitted under the U.S. Credit Agreement, as the U.S. Credit Agreement exists at the date of this Agreement.

(g)

The Obligations, the Guarantor Obligations and the Other Secured Obligations are Indebtedness (as that term is defined in the U.S. Credit Agreement) which is permitted under the U.S. Credit Agreement and all public debt of Convergys Corporation or any of the other Guarantors.

(4)	Business, Property and Capital Stock

(a)

Schedule F fully and fairly describes, as of the Closing Date, the ownership of all of the issued and outstanding Capital Stock of the Borrower and of Capital Stock that is owned by the Borrower in other Persons, the location of the Borrower’s head office (and chief executive office, if different). Except as set out in Schedule F, the Borrower does not have any Subsidiaries, direct or indirect, is not a partner in any partnership (general or limited) and is not a co-venturer in any joint venture, as of the date hereof.

(b)

It owns or is licensed or otherwise has the right to use all Intellectual Property that is necessary for the operation of its business, to its knowledge without conflict with the rights of any other Person.

(c)

It maintains appropriate insurance coverage, including, business interruption insurance, that satisfies the covenants and conditions of the U.S. Credit Agreement concerning insurance coverage.

(d)

It has good title to all personal or moveable Property and good and marketable title to all real or immoveable Property or leasehold interests therein owned or leased by it, free and clear from any Encumbrance, other than any Permitted Encumbrances, and no Person has any agreement with it or right to acquire an interest in any such Property.

- 39 -

(e)

Each of the Obligors is in compliance with all Applicable Laws applicable to it or its Property and all indentures, agreements and other instruments binding upon it or it Property, except where the failure to do so, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect;

(f)

None of the Obligors is a “holding company”, or a “subsidiary company” of a “holding company”, or an “affiliate” of a “holding company”, as such terms are defined in the Public Utility Holding Company Act of 1935; nor is any of them a “registered investment company”, or an “affiliated company” or a “principal underwriter” of a “registered investment company”, as such terms are defined in the Investment Company Act of 1940.

(5)	Environmental Matters

(a)

Except for the Disclosed Matters (as defined in the U.S. Credit Agreement, as such definition exists at the date of this Agreement) and except with respect to any other matters that, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect, none of the Obligors (i) has failed to comply with any Environmental Law or to obtain, maintain or comply with any permit, license or other approval required under any Environmental Law, (ii) has become subject to any liability, contingent or otherwise (including any liability for damages, costs of environmental remediation, fines, penalties or indemnities), of any Obligor directly or indirectly resulting from or based upon the violation of any Environmental Law, the generation, use, handling, transportation, storage, treatment or disposal of any Hazardous Materials, any exposure to any Hazardous Materials, any release or threatened release of any Hazardous Materials into the environment or any contract, agreement or other consensual arrangement pursuant to which liability is assumed or imposed with respect to any of the foregoing (collectively “environmental liabilities”), (iii) has received notice of any claim with respect to any environmental liabilities, or (iv) knows of any basis for any environmental liabilities.

(b)

Since the date of this Agreement, there has been no change in the status of the Disclosed Matters (as so defined) that, individually or in the aggregate, has resulted in, or materially increased the likelihood of, a Material Adverse Effect.

(6)	Taxes and Withholdings

(a)

It has duly filed on a timely basis all tax returns, elections and reports required by Applicable Law to be filed by it (if the failure to do so would have a Material Adverse Effect) and has paid, collected and remitted all material

- 40 -

Taxes due and payable, collectible or remittable by it, unless being contested in good faith by appropriate proceedings and for which it has recorded the liability in accordance with GAAP.

(b)

It has (i) withheld from each payment made to any of its past or present employees, officers, directors, trustees, agents and/or beneficiaries, as the case may be, and to any non-resident of the country in which it is resident, the amount of all material Taxes and other deductions required by Applicable Law to be withheld therefrom and has paid the same to the proper tax or other receiving officers within the time required under any Applicable Law, unless being contested in good faith by appropriate proceedings, and (ii) collected and remitted to the appropriate tax authority when required by Applicable Law to do so all material amounts collectible and remittable in respect of goods and services tax and similar Taxes, and has paid all such material amounts payable by it on account of sales Taxes including goods and services and value-added taxes (it being agreed that, for purposes of this paragraph, the amount of a Tax is material if it equals or exceeds Cdn. $1,000,000 or the equivalent thereof in another currency).

(7)	Pension and Welfare Plans

(a)

During the twelve consecutive month period before the date of this Agreement and before the date of any Advance hereunder (i) no steps have been taken to terminate or wind-up any Pension Plan (wholly or in part), which could reasonably be expected to result in the Borrower making contributions (including special payments) to the Pension Plan in any twelve month period in excess of 115% of the contributions that were scheduled to be made in the prior twelve consecutive month period, (ii) no failure to remit a contribution in accordance with the terms of any Pension Plan or pension benefits legislation has occurred with respect to any Pension Plan sufficient to give rise to a deemed trust, lien or charge under any pension benefits legislation of any jurisdiction that, individually or in the aggregate would or could reasonably be expected to have a Material Adverse Effect, (iii) no condition exists and no event or transaction has occurred with respect to any Pension Plan which could reasonably be expected to result in the incurrence by the Borrower of any fines or penalties in an amount that would be likely to have a Material Adverse Effect, and (iv) except as disclosed in the financial statements required to be provided pursuant to this Agreement or as otherwise disclosed in writing from time to time to the Agent, the Borrower does not have any contingent liability with respect to any post-retirement benefit under a Welfare Plan that, individually or in the aggregate would or could reasonably be expected to have a Material Adverse Effect.

(b)

Each Pension Plan is and has been established, registered, funded, invested and administered in compliance with its terms and all Applicable Laws and (i) all contributions or premiums (including employee contributions or premiums made by authorized payroll deductions or other withholdings) required to be

- 41 -

made to the appropriate funding agent in accordance with all Applicable Laws and the terms of each Pension Plan or Welfare Plan have been made in accordance with all Applicable Laws and the terms of each Pension Plan or Welfare Plan, (ii) there have been no withdrawals, applications, payments or transfers of assets from any Pension Plan or Welfare Plan or the trusts or other funding media relating thereto which have not been made or done in accordance with all Applicable Laws, (iii) as at the date of the most recent actuarial report filed with respect to the Pension Plan, all liabilities under each Pension Plan that is a registered pension plan were fully funded in accordance with Applicable Law, on a going concern and solvency basis, in accordance with the terms of the respective Pension Plans, the requirements of all Applicable Laws and applicable regulatory authorities using the methods and assumptions set out in such report, and (iv) to its knowledge, no event has occurred and no condition exists with respect to any Pension Plan that has resulted or could reasonably be expected to result in any Pension Plan having its registration revoked or refused for the purposes of any Applicable Law or being placed under the administration of any relevant pension benefits regulatory authority or the Borrower being required to pay any taxes or penalties under any Applicable Law, except for any exceptions to clauses (i) through (iv) above that, individually or in the aggregate, would not and could not reasonably be expected to have a Material Adverse Effect.

(8)	Disclosure

None of the information provided to the Agent and the Lenders in connection with the negotiation of this Agreement or delivered hereunder (as modified or supplemented by other information so furnished) contains any material misstatements of fact or omits to state a material fact necessary to make the statements herein, in light of the circumstances under which they were made, when taken as a whole, not misleading; provided that, with respect to projected financial information, the Obligors represent only that such information was prepared in good faith based upon assumptions believed to be reasonable at the time.

6.2

Survival of Representations and Warranties

The representations and warranties made in this Agreement shall survive the execution of this Agreement and all other Loan Documents, and unless expressly stated to be made as of a specific date, shall be deemed to be repeated and made as of the date of each Advance (including any deemed Advance) and as of the date of delivery of each Compliance Certificate with the same force and effect as if made on and as of each such date, subject to modifications communicated by the Borrower to the Lenders in writing and accepted by the Required Lenders. The Lenders shall be deemed to have relied upon such representations and warranties at each such time as a condition of making an Advance hereunder or continuing to extend the Credit hereunder.

- 42 -

ARTICLE 7

COVENANTS

7.1

Financial Covenants of Convergys Corporation

Convergys Corporation shall at all times maintain:

(a)

an Interest Coverage Ratio of not less than 4.00 to 1.00; and

(b)

a Debt to Capitalization Ratio of not exceeding 0.60 to 1.00.

The foregoing ratios shall be calculated on a rolling four quarter basis, based on the most recently completed four fiscal quarters of Convergys Corporation.

7.2

Positive Covenants

During the term of this Agreement, each Obligor shall perform the covenants specified below:

(1)	Payments and Operation of Business

(a)

It shall duly and punctually pay and perform its indebtedness, liabilities and obligations hereunder and under the other Loan Documents at the times and places and in the manner required by the terms hereof and thereof.

(b)

It shall maintain its corporate existence as at the date of this Agreement.

(c)

It shall operate its business in a prudent manner and in compliance in all material respects with all Applicable Laws except to the extent that a failure to do so would not, or could not reasonably be expected to, have a Material Adverse Effect.

(d)

It shall keep proper books and records and accounts in which full, true and correct entries are made of all dealings and transactions in relation to its business and transactions.

(e)

It shall maintain in good standing and shall obtain, as and when required, all Permits and Contracts which may be necessary to permit it to acquire, own, operate and maintain its business and Property, observe and perform all the obligations imposed upon it under or in connection therewith, take any and all commercially reasonable actions necessary to preserve its rights thereunder except to the extent that a failure to do so would not and could not reasonably be expected to have a Material Adverse Effect.

(2)	Inspection

It shall upon reasonable notice permit representatives of or consultants to the Agent, during regular business hours, to visit and inspect any of its properties, to examine its

- 43 -

books of account, or contracts (and to make copies thereof and extracts therefrom), and to discuss its affairs, finances and accounts with, and to be advised as to the same by, its officers, all at such times and intervals as may be reasonably requested.

(3)	Insurance

(a)

It shall maintain or cause to be maintained insurance on all its Property, including, business interruption insurance, that satisfies the covenants and conditions of the U.S. Credit Agreement concerning insurance coverage from time to time.

(b)

It shall provide the Agent promptly with evidence of the insurance as the Lenders may from time to time reasonably require.

(4)	Taxes and Withholdings

(a)

It shall pay all Taxes as they become due and payable unless they are being contested in good faith by appropriate proceedings.

(b)

It shall withhold from each payment made to any of its past or present employees, officers, directors, partners and trustees, and to any non-resident of Canada, the amount of all Taxes and other deductions required by Applicable Laws to be withheld therefrom and pay the same to the proper tax or other receiving officers within the time required under any Applicable Law.

(c)

It shall collect from all Persons the amount of all Taxes required by any Applicable Law to be collected from them and remit the same to the proper tax or other receiving officers within the time required under any Applicable Law.

7.3

Reporting and Notice Requirements

During the term of this Agreement, the Obligors shall deliver or cause the delivery of the periodic reports specified below and shall give notices in the circumstances specified below, or cause notices to be given. All financial statements and other reports shall be in a form satisfactory to the Lenders acting reasonably and all financial statements shall be prepared in accordance with GAAP applied on a consistent basis.

(1)	Periodic Financial Reports

(a)

The Borrower shall, as soon as practicable and in any event within 60 days after the end of each of its fiscal quarters (excluding its fourth fiscal quarter), cause to be prepared and delivered to the Agent (with sufficient copies for each of the Lenders), its unaudited consolidated quarterly financial statements as at the end of such quarter.

(b)

The Borrower shall, as soon as practicable and in any event within 120 days after the end of each of its fiscal years, prepare and deliver to the Agent (with sufficient copies for each of the Lenders), its unaudited annual consolidated financial statements.

- 44 -

(c)

The Borrower shall, concurrently with the delivery of its quarterly financial statements, provide the Agent (with sufficient copies for each of the Lenders) with a Compliance Certificate.

(d)

Convergys Corporation shall, as soon as practicable and in any event within 60 days after the end of each of its first three fiscal quarters, cause to be prepared and delivered to the Agent (with sufficient copies for each of the Lenders), its unaudited consolidated quarterly financial statements as at the end of such quarter.

(e)

Convergys Corporation shall, as soon as practicable and in any event within 120 days after the end of each of its fiscal years, prepare and deliver to the Agent (with sufficient copies for each of the Lenders), its annual consolidated financial statements, audited by independent auditors acceptable to the Lenders.

(f)

Convergys Corporation shall, concurrently with the delivery of its quarterly financial statements, provide the Agent (with sufficient copies for each of the Lenders) with a Compliance Certificate.

(g)

Convergys Corporation shall, concurrently with the filing, publishing, delivery or reporting by it or on its behalf of any releases, reports, statements (including financial statements) or documents to the Securities and Exchange Commission or its shareholders, provide a copy of any such release, report, statement or document to the Agent (with sufficient copies for each of the Lenders).

(h)

The Obligors shall promptly provide the Agent with all other information, reports and certificates reasonably requested by the Lenders from time to time concerning the business, financial condition and Property of the Borrower and each other Obligor.

(2)	Requirements for Notice

(a)

Each Obligor shall promptly after it becomes aware thereof, notify the Agent of any Default.

(b)

Each Obligor shall promptly notify the Agent on becoming aware of the occurrence of any action, suit, dispute, arbitration, proceeding, labour or industrial dispute or other circumstance affecting it, the result of which if determined adversely would or could reasonably be expected to have a Material Adverse Effect, and shall from time to time provide the Agent with all reasonable information requested by any of the Lenders concerning the status thereof.

- 45 -

7.4

Negative Covenants

During the term of this Agreement, none of the Obligors shall, or shall cause or permit any other Obligor, to do any of the things specified in this Section without the prior written consent of the Required Lenders or the Lenders, as the case may be.

(1)	Debt and Encumbrances

None of the Obligors shall:

(a)

create, incur, assume or suffer to exist or cause or permit any Encumbrance upon or in respect of any of its Property other than Permitted Encumbrances;

(b)

create, incur, assume or permit any Debts of any kind (including contingent liabilities) to remain outstanding, other than to the extent it may do so in compliance with the U.S. Credit Agreement, as the U.S. Credit Agreement exists at the date of this Agreement; or

(c)

create, incur, assume or permit the existence of any Debt which ranks senior to the Obligations, the Other Secured Obligations or the Guarantor Obligations, except to the extent other than to the extent it may do so in compliance with the U.S. Credit Agreement, as the U.S. Credit Agreement exists at the date of this Agreement.

(2)	Financial Transactions

None of the Obligors shall:

(a)

prepay, redeem prior to maturity, defease, repurchase or make other prepayments in respect of any of its Debt in any manner, except to the extent that it may do so in compliance with U.S. Credit Agreement, as the U.S. Credit Agreement exists at the date of this Agreement;

(b)

enter into or cause to be entered into Swap Transactions except to that it may do so in compliance with the U.S. Credit Agreement, as the U.S. Credit Agreement exists at the date of this Agreement; and

(c)

enter into any transaction of any kind with any Affiliate or Related Party, or Person in respect of which it is a Related Party except to the extent to the extent that it may do so in compliance with the U.S. Credit Agreement, as the U.S. Credit Agreement exists at the date of this Agreement.

- 46 -

(3)	Business and Property

None of the Obligors shall:

(a)

engage to any material extent in any business other than businesses of the type carried on by it at the date of this Agreement and businesses reasonably related thereto;

(b)

make any Investments that would breach the U.S. Credit Agreement, as the U.S. Credit Agreement exists at the date of this Agreement; or

(c)

permit any sale, lease or other disposition of the whole or any part of its Property or any rights or interest therein (including any sale and lease-back arrangement) except to the extent that it may do so in compliance with U.S. Credit Agreement, including Section 6.02 thereof, as the U.S. Credit Agreement and Section 6.02 thereof exist at the date of this Agreement.

(4)	Corporate Matters

None of the Obligors shall:

(a)

except to the extent permitted under Section 6.03 of the U.S. Credit Agreement, as such provision exists at the date of this Agreement, consolidate, amalgamate or merge with any other Person, enter into any corporate reorganization or other transaction intended to effect or otherwise permit a change in its existing Constating Documents or its capital structure, liquidate, wind up or dissolve itself, or permit any liquidation, winding up or dissolution; or

(b)

change its fiscal year end (being 31 December).

ARTICLE 8

DEFAULT

8.1

Events of Default

The occurrence of any one or more of the following events shall constitute an Event of Default under this Agreement:

(a)

the Borrower fails to pay, whether by acceleration or otherwise, any amount of principal (including any amount relating to a Banker’s Acceptance) when due; or

(b)

the Borrower fails to pay any amount of interest, fees, commissions or other Obligations (other than amounts on account of principal) when due, and such failure continues for five Business Days after the date of such default; or

(c)

there occurs a breach of any of the covenants in Sections 7.1 or 7.4; or

- 47 -

(d)

any Obligor makes any representation or warranty in any Loan Document, or in any written statement or certificate made or delivered pursuant to this Agreement which is incorrect, incomplete or misleading in any material respect when made or deemed to be made; or

(e)

any Obligor ceases or threatens to cease to carry on its business; or

(f)

any Obligor defaults under one or more agreements or instruments relating to its Debt or any Swap Transactions or permits any other event to occur and to continue without being waived or cured after any applicable grace period specified in such agreements or instruments, if the effect of one or more of such events is to accelerate, or to permit the acceleration of, the date on which Debt (or Swap Transactions) in an aggregate amount of U.S. $15,000,000 (or the equivalent thereof in any other currency) or more becomes due (whether or not such acceleration actually occurs) or a Obligor fails to pay any Debt in an aggregate principal amount of U.S. $15,000,000 (or the equivalent thereof in any other currency) when due; or

(g)

any Obligor (i) admits its inability to pay its debts generally, is, or is deemed for the purposes of any law to be, unable to pay its debts as they fall due, fails to pay its debts generally, acknowledges its insolvency in writing or becomes a bankrupt (voluntarily or involuntarily), or (ii) becomes subject to any proceeding seeking court protection, examinership, administration, reorganization by way of scheme of arrangement or otherwise, liquidation, dissolution, arrangement, winding-up, relief of debtors or from creditors or the appointment of a receiver or trustee over any material part of its Property or analogous proceeding in any jurisdiction or becomes subject to any judgment or order which has or could reasonably be expected to have a Material Adverse Effect or a material adverse effect on any material part of its Property, and such proceeding, if instituted against any such Person or Persons, or such judgment or order, is not contested diligently, in good faith and on a timely basis and vacated, dismissed, withdrawn or stayed within 60 days of its commencement or issuance; or

(h)

any Obligor denies, to any extent, its obligations under any Loan Document or claims any Loan Document to be invalid or withdrawn in whole or in part; or

(i)

this Agreement, any of the Security, the Fee Letter or any other material Loan Document is invalidated in any material respect by any act, regulation or governmental action or is determined to be invalid in any material respect by a court or other judicial entity and such determination has not been stayed pending appeal and such circumstances remain unremedied for a period of ten Business Days following notice thereof by the Agent, on behalf of the Secured Parties, to the Borrower; or

(j)

one or more final judgments, writs of execution, garnishments or attachments or similar processes representing claims in an aggregate of U.S. $15,000,000

- 48 -

(or the equivalent thereof in any other currency) or more for all of the Obligors at any time are issued or levied against any of their Property and are not released, bonded, satisfied, discharged, vacated, stayed or accepted for payment by an insurer within 30 days after their entry, commencement or levy; or

(k)

one or more Encumbrancer and/or landlord exercising distraint or similar rights in relation to the Debt or other obligations in an amount which, in the aggregate exceeds U.S. $15,000,000 (or the equivalent thereof in any other currency), takes possession of all or, in the aggregate, a material portion of the Property of the Obligors taken as a whole by appointment of a receiver or receiver and manager, by seizure, repossession or distraint, or otherwise; or

(l)

there is a breach of any covenant, condition or other provision of any Loan Document (other than a breach which is specifically dealt with elsewhere in this Section 8.1), by any party thereto other than the Agent or the Secured Parties, and such breach, if capable of being remedied, is not corrected or otherwise remedied within 30 days after the Agent, for and on behalf of the Secured Parties, gives written notice thereof to the Borrower; or

(m)

the Borrower ceases to be directly or indirectly wholly-owned by Convergys Corporation; or

(n)

the occurrence of any Event of Default, as such term is defined in the U.S. Credit Agreement, as at the date of this Agreement.

8.2

Acceleration and Termination of Rights, Pre-Acceleration Rights

(1)

If any Event of Default occurs, no Lender shall be under any further obligation to make Advances and the Required Lenders may instruct the Agent to give notice to the Borrower (a) declaring the Lenders’ obligations to make Advances to be terminated, whereupon the same shall forthwith terminate, (b) declaring the Obligations or any of them to be forthwith due and payable, whereupon they shall become and be forthwith due and payable without presentment, demand, protest or further notice of any kind, all of which are hereby expressly waived by the Borrower, and/or (c) demanding that the Borrower deposit forthwith with the Agent for the Lenders’ benefit Collateral equal to the full face amount at maturity of all Banker’s Acceptances then outstanding for its account.

(2)

Notwithstanding the preceding paragraph, if any Obligor becomes a bankrupt (voluntarily or involuntarily), or institutes any proceeding seeking liquidation, dissolution, arrangement, winding-up, relief of debtors or from creditors or the appointment of a receiver or trustee over any material part of its Property or analogous proceeding in any jurisdiction, then without prejudice to the other rights of the Lenders as a result of any such event, without any notice or action of any kind by the Agent or any Lender, and without presentment, demand or protest, the Lenders’ obligation to make Advances shall immediately terminate, the Obligations shall

- 49 -

immediately become due and payable and the Borrower shall be obligated to deposit forthwith with the Agent for the Lenders’ benefit Collateral equal to the full face amount at maturity of all Banker’s Acceptances then outstanding for its account

8.3

Payment of Banker’s Acceptances

(1)

Immediately upon any Obligations becoming due and payable under Section 8.2, the Borrower shall, without necessity of further act or evidence, be and become thereby unconditionally obligated to deposit forthwith with the Agent for the benefit of the Lenders, Collateral equal to the full face amount at maturity of Banker’s Acceptances then outstanding for its account and the Borrower hereby unconditionally promises and agrees to deposit with the Agent immediately upon such demand Collateral in the amount so demanded. The Borrower authorizes the Lenders, or any of them, to debit its accounts with the amount required to pay such Banker’s Acceptances, notwithstanding that such Banker’s Acceptances may be held by the Lenders, or any of them, in their own right at maturity. Amounts paid to the Agent pursuant to such a demand in respect of Banker’s Acceptances shall be applied against, and shall reduce, pro rata among the Lenders, to the extent of the amounts paid to the Agent in respect of Banker’s Acceptances, the obligations of the Borrower to pay amounts then or thereafter payable under Banker’s Acceptances, at the times amounts become payable thereunder.

(2)	The Borrower shall be entitled to receive interest on cash held by the Agent as Collateral in accordance with Section 10.10.

8.4

Remedies

Upon the occurrence of any event by which any of the Obligations become due and payable under Section 8.2, the Security shall become immediately enforceable and the Required Lenders may instruct the Agent to take such action or proceedings on behalf of the Lenders and in compliance with Applicable Laws as the Required Lenders in their sole discretion deem expedient to enforce the same, all without any additional notice, presentment, demand, protest or other formality, all of which are hereby expressly waived by the Obligors.

8.5

Saving

Neither the Agent nor any Lender shall be under any obligation to any Obligor or any other Person to realize any collateral or enforce the Security or any part thereof or to allow any of the collateral to be sold, dealt with or otherwise disposed of. None of the Agent or any Lender shall be responsible or liable to any Obligor or any other Person for any loss or damage upon the realization or enforcement of, the failure to realize or enforce the collateral or any part thereof or the failure to allow any of the collateral to be sold, dealt with or otherwise disposed of or for any act or omission on their respective parts or on the part of any director, officer, agent, servant or adviser in connection with any of the foregoing, except that the Agent and each Lender may be responsible or liable for any loss or damage arising from its wilful misconduct or gross negligence.

- 50 -

8.6

Perform Obligations

If an Event of Default has occurred and is continuing and any Obligor has failed to perform any of its covenants or agreements in the Loan Documents, the Required Lenders, may, but shall be under no obligation to, instruct the Agent on behalf of the Lenders to perform any such covenants or agreements in any manner deemed fit by the Required Lenders without thereby waiving any rights to enforce the Loan Documents. The reasonable expenses (including any legal costs) paid by the Agent and/or the Lenders in respect of the foregoing shall be secured by the Security.

8.7

Third Parties

No Person dealing with the Lenders or any agent of the Lenders shall be concerned to inquire whether the Security has become enforceable, or whether the powers which the Lenders are purporting to exercise have become exercisable, or whether any Obligations remain outstanding upon the security thereof, or as to the necessity or expediency of the stipulations and conditions subject to which any sale shall be made, or otherwise as to the propriety or regularity of any sale or other disposition or any other dealing with the collateral charged by such Security or any part thereof.

8.8

Remedies Cumulative

The rights and remedies of the Lenders under the Loan Documents are cumulative and are in addition to and not in substitution for any rights or remedies provided by Applicable Laws. Any single or partial exercise by the Lenders of any right or remedy for a default or breach of any term, covenant, condition or agreement herein contained shall not be deemed to be a waiver of or to alter, affect, or prejudice any other right or remedy or other rights or remedies to which the Lenders may be lawfully entitled for the same default or breach. Any waiver by the Lenders of the strict observance, performance or compliance with any term, covenant, condition or agreement herein contained, and any indulgence granted by the Lenders shall be deemed not to be a waiver of any subsequent default.

ARTICLE 9

THE AGENT AND THE LENDERS

9.1

Authorization of Agent

(1)

Without limiting Section 7.1 of the Provisions, each Secured Party irrevocably designates and appoints the Agent for the purpose of holding and realizing on the Security in accordance with and subject to the terms hereof and the terms of the other Loan Documents, and authorizes the Agent to take such action and to exercise such rights, powers and discretions as are expressly granted to it under this Agreement and the other Loan Documents and on the terms hereof or thereof together with such other rights, powers and discretions as are reasonably incidental thereto. The Agent may perform any of its duties hereunder or thereunder by or through its agents, officers or employees, its Affiliates or its Affiliates’ agents, officers or employees.

- 51 -

(2)

Without limiting the foregoing, each of the Secured Parties hereby grants to the Agent a power of attorney, (a) for the purposes of laws applicable to the Security from time to time, to sign documents comprising the Security from time to time (as the party accepting the grant of the security), and (b) for the right to delegate its authority as attorney under item (a) above to any other Person, whether or not an officer or employee of the Agent. The Agent hereby accepts each such appointment. Each such appointment may only be terminated as expressly provided in this Agreement.

9.2

Administration of the Credit

(1)	Unless otherwise specified herein, the Agent shall perform the following duties under this Agreement:

(a)

take delivery of each Lender’s Applicable Percentage of an Advance and make all Advances hereunder in accordance with the procedures set forth in Sections 5.7 and 5.11;

(b)

use reasonable efforts to collect promptly all sums due and payable by the Borrower pursuant to this Agreement;

(c)

make all payments to the Lenders in accordance with the provisions hereof;

(d)

hold the Security on behalf of the Secured Parties;

(e)

hold all legal documents relating to the Credit, maintain complete and accurate records showing all Advances made by the Lenders, all remittances and payments made by the Borrower to the Agent, all remittances and payments made by the Agent to the Lenders and all fees or any other sums received by the Agent and, except for accounts, records and documents relating to the fees payable by the Borrower to the Agent in its capacity as Agent hereunder or under the Fee Letter, allow each Lender and their respective advisors to examine such accounts, records and documents at their own expense, and provide any Lender, upon reasonable notice, with such copies thereof or information contained therein as such Lender may reasonably require from time to time at the Lender’s expense; and

(f)

except as otherwise specifically provided for in this Agreement, promptly advise each Lender upon receipt of each notice and deliver to each Lender, promptly upon receipt, all other written communications furnished by any Obligor to the Agent on behalf of the Lenders pursuant to this Agreement, including copies of financial reports and certificates which are to be furnished to the Agent.

(2)	The Agent may take the following actions only with the prior consent of the Required Lenders, unless otherwise specified in this Agreement:

(a)

subject to Section 9.2(3), exercise any and all rights of approval conferred upon the Lenders by this Agreement;

- 52 -

(b)

give written notice to any Obligor in respect of any matter in respect of which notice may be required, permitted, necessary or desirable in accordance with or pursuant to this Agreement, promptly after receiving the consent of the Required Lenders, except that the Agent shall, without direction from the Lenders, immediately give the Borrower notice of any payment that is due or overdue under the terms of this Agreement unless the Agent considers that it should request the direction of the Required Lenders, in which case the Agent shall promptly request that direction;

(c)

amend, modify or waive any of the terms of this Agreement, including waiver of a Default, if such action is not otherwise provided for in Section 9.2(3);

(d)

declare an Event of Default or take, or cause to be taken by the Agent, action to enforce performance of the Obligations and to realize upon the Security, including the appointment of a receiver, the exercise of powers of distress, lease or sale given by the Security or by law and the taking of foreclosure proceedings and/or the pursuit of any other legal remedy necessary;

(e)

decide to accelerate the amounts outstanding under the Credit; and

(f)

pay, or instruct the Agent to pay, insurance premiums, Taxes and any other sums as may be reasonably required to protect the interests of the Lenders.

(3)	The Agent may take the following actions only if the prior unanimous consent of the Lenders is obtained, unless otherwise specified herein:

(a)

amend, modify, discharge, terminate or waive any of the terms of this Agreement or the Security if such amendment, modification, discharge, termination or waiver would increase the amount of the Credit, amend the purpose of the Credit, reduce the interest rates and similar charges applicable to the Credit, reduce the fees payable with respect to the Credit, extend any date fixed for payment of principal, interest or any other amount relating to the Credit or extend the term of the Credit;

(b)

amend the definition of “Required Lenders” or this Section 9.2(3); and

(c)

subject to Section 9.2(4), discharge any Security.

For greater certainty, no Lender’s Commitment or Applicable Percentage may be amended without the consent of that Lender. In addition, no amendment, modification or waiver affecting the rights or obligations of the Agent may be made without its consent.

(4)

Notwithstanding Sections 9.2(2) and 9.2(3) the Agent may, without the consent of the Lenders (but with the consent of the Borrower), make, or cause to be made, amendments to the Loan Documents that are for the sole purpose of curing any immaterial or administrative ambiguity, defect or inconsistency, but shall immediately notify the Lenders of any such action. The Agent may also discharge, or authorize and

- 53 -

direct or otherwise cause to be discharged, any Security to the extent necessary to allow any Obligor to complete any sale or other disposition of Property permitted by this Agreement (including pursuant to any consent, waiver or other decision by, as applicable, the Lenders or the Required Lenders).

(5)	As between the Obligors, on the one hand, and the Agent and the Lenders, on the other hand:

(a)

all statements, certificates, consents and other documents which the Agent purports to deliver on behalf of the Lenders or the Required Lenders shall be binding on each of the Lenders, and none of the Obligors shall be required to ascertain or confirm the authority of the Agent in delivering such documents;

(b)

all certificates, statements, notices and other documents which are delivered by any Obligor to the Agent in accordance with this Agreement shall be deemed to have been duly delivered to each of the Lenders; and

(c)

all payments which are delivered by the Borrower to the Agent in accordance with this Agreement shall be deemed to have been duly delivered to each of the Lenders.

(6)

Except in its own right as a Lender, the Agent shall not be required to advance its own funds for any purpose, and in particular, shall not be required to pay with its own funds insurance premiums, Taxes or public utility charges or the cost of repairs or maintenance with respect to the assets which are the subject matter of the Security, nor shall it be required to pay with its own funds the fees of solicitors, counsel, auditors, experts or agents engaged by it as permitted hereby.

(7)

To the extent that any Obligor or any Affiliate of an Obligor becomes a Lender, such Lender shall not be permitted to vote on or consent to any matter under this Agreement on or to which a Lender may vote or consent and the Commitment of such Lender shall be deemed not to be outstanding for the purposes of determining whether a specified majority has been achieved.

(8)

all actions taken and consents and approvals given by the Agent shall be valid and binding on all Secured Parties, and will be deemed to be consented to by the Secured Parties, if taken or given by the Agent in accordance with the terms (including requisite levels of approval) of this Agreement, and the Agent shall be fully protected in taking such actions and granting consents and approvals.

9.3

Acknowledgements, Representations and Covenants of Lenders

(1)	Each Lender represents and warrants that it has the legal capacity to enter into this Agreement pursuant to its charter and any Applicable Law and has not violated its charter, constating documents or any applicable legislation by so doing.

(2)	Each of the Lenders acknowledges and confirms that in the event that the Agent does not receive payment in accordance with this Agreement, it shall not be the obligation

- 54 -

of the Agent to maintain the Credit in good standing nor shall any Lender have recourse to the Agent in respect of any amounts owing to such Lender under this Agreement.

(3)	Each Lender acknowledges and agrees that its obligation to advance its Applicable Percentage of Advances in accordance with the terms of this Agreement is independent and in no way related to the obligation of any other Lender hereunder.

(4)	Each Lender hereby acknowledges receipt of a copy of this Agreement and the Security (to the extent that the Security has been delivered) and acknowledges that it is satisfied with the form and content of such documents.

9.4

Provisions Operative Between Lenders and Agent Only

Except for the provisions of Sections 9.2(5), 9.3(1), 9.3(3) and this Section 9.4, the provisions of this Article 9 relating to the rights and obligations of the Lenders or the Secured Parties, as the case may be, and the Agent inter se shall be operative as between the Lenders or the Secured Parties, as the case may be, and the Agent only, and no Obligor shall have any rights or obligations under or be entitled to rely for any purpose upon such provisions.

ARTICLE 10

MISCELLANEOUS PROVISIONS

10.1

Accounting Terms

Subject to the last paragraph of Section 7.3(1), wherever in this Agreement reference is made to GAAP or to a calculation to be made or an action to be taken in accordance with generally accepted accounting principles, such reference will be deemed to be to GAAP as at the date on which such calculation or action is made or taken or required to be made or taken in accordance with GAAP, in each case applied on a consistent basis.

10.2

Defined Terms

All terms used in any of the Loan Documents (other than this Agreement) which are defined in this Agreement shall have the meanings defined herein unless otherwise defined in the other Loan Document.

10.3

Severability

Any provision of this Agreement which is or becomes prohibited or unenforceable in any relevant jurisdiction shall not invalidate or impair the remaining provisions hereof which shall be deemed severable from such prohibited or unenforceable provision and any such prohibition or unenforceability in any such jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction. Should this Agreement fail to provide for any relevant matter, the validity, legality or enforceability of this Agreement shall not thereby be affected.

- 55 -

10.4

Amendment, Supplement or Waiver

No amendment, supplement or waiver of any provision of the Loan Documents, nor any consent to any departure by an Obligor therefrom, shall in any event be effective unless it is in writing, makes express reference to the provision affected thereby and is signed by the Agent for and on behalf of the Lenders or the Required Lenders, as the case may be, and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given. In addition, any amendment or supplement shall require the written consent of the other parties to the Loan Document in question. No waiver or act or omission of the Agent, the Lenders, or any of them, shall extend to or be taken in any manner whatsoever to affect any subsequent Event of Default or breach by an Obligor of any provision of the Loan Documents or the rights resulting therefrom.

10.5

Governing Law

The Province referred to in Sections 11(a) and (b) of the Provisions is the Province of Ontario, Canada. The law governing this Agreement shall also govern each of the other Loan Documents, except for those that expressly provide otherwise.

10.6

This Agreement to Govern

In the event of any conflict or inconsistency between the terms of this Agreement and the terms of any other Loan Document, the provisions of this Agreement shall govern to the extent necessary to remove the conflict or inconsistency.

10.7

Permitted Encumbrances

The designation of an Encumbrance as a Permitted Encumbrance is not, and shall not be deemed to be, an acknowledgment by the Agent or the Lenders that the Encumbrance shall have priority over the Security.

10.8

Currency

(1)	All payments made hereunder shall be made in the currency in respect of which the obligation requiring such payment arose. Unless the context otherwise requires, all amounts expressed in this Agreement in terms of money shall refer to Canadian Dollars.

(2)

Except as otherwise expressly provided in this Agreement, wherever this Agreement contemplates or requires the calculation of the equivalent in one currency of an amount expressed in another currency, the calculation shall be made on the basis of the Exchange Rate, at the effective date of the calculation.

10.9

Liability of Lenders

The liability of the Lenders in respect of all matters relating to this Agreement and the other Loan Documents is several and not joint or joint and several. Without limiting that statement, the obligations of the Lenders to make Advances is limited to their respective

- 56 -

Applicable Percentages of any Advance that is requested, and, in the aggregate, to their respective Applicable Percentages of the total amounts of the Credit.

10.10

Interest on Miscellaneous Amounts

(1)

If the Borrower fails to pay any amount payable hereunder on the due date (including principal, interest thereon, interest upon interest or any other amount on which interest is payable as otherwise provided in this Agreement), the Borrower shall, on demand, pay interest on such overdue amount to the Agent from and including such due date up to but excluding the date of actual payment, both before and after demand, default or judgment, at a rate of interest per annum equal to, in the case of amounts payable in Cdn. Dollars, the sum of the Prime Rate plus 2.0% per annum, and, in the case of amounts payable in U.S. Dollars, the sum of the Base Rate plus 2% per annum, in each case compounded monthly.

(2)

If the Borrower deposits cash as Collateral pursuant to a requirement under this Agreement, the Agent, Lender or Lenders, as applicable, holding the cash shall pay the Borrower interest on the cash while it continues to be held as Collateral at the rate offered by the relevant Lender or Agent from time to time for deposits in the relevant currency of comparable size and term.

10.11

Judgment Currency

In the event of a judgment or order being rendered by any court or tribunal for the payment of any amounts owing to the Lenders or any of them under this Agreement or for the payment of damages in respect of any breach of this Agreement or under or in respect of a judgment or order of another court or tribunal for the payment of such amounts or damages, such judgment or order being expressed in a currency (the “Judgment Currency”) other than the currency payable hereunder or thereunder (the “Agreed Currency”), the party against whom the judgment or order is made shall indemnify and hold the Lenders harmless against any deficiency in terms of the Agreed Currency in the amounts received by the Lenders arising or resulting from any variation as between (a) the exchange rate at which the Agreed Currency is converted into the Judgment Currency for the purposes of such judgment or order, and (b) the exchange rate at which each Lender is able to purchase the Agreed Currency with the amount of the Judgment Currency actually received by the Lender on the date of such receipt. The indemnity in this Section shall constitute a separate and independent obligation from the other obligations of the Obligors hereunder, shall apply irrespective of any indulgence granted by the Lenders, and shall be secured by the Security.

10.12

Address for Notice

As of the date of this Agreement, the addresses and telecopier numbers of the Borrower and the Lenders contemplated in Section 8(a) of the Provisions are as specified beside their respective signatures to this Agreement. Notices to the other Obligors shall be sent in care of the Borrower.

- 57 -

10.13

Time of the Essence

Time shall be of the essence in this Agreement.

10.14

Further Assurances

Each Obligor shall, at its expense, at the request of the Agent acting on the instructions of the Required Lenders, do all such further acts and execute and deliver all such further documents, agreements, certificates and instruments as may, in the reasonable opinion of the Required Lenders, be necessary or desirable in order to fully perform and carry out the purpose and intent of the Loan Documents.

10.15

Term of Agreement

Except as otherwise provided herein, this Agreement shall remain in full force and effect until the indefeasible payment and performance in full in cash of all of the Obligations and Guarantor Obligations and the termination of the Commitments. The obligations of the Obligors in Sections 3.1, 3.2 and 9 of the Provisions and of the Lenders in Section 7.5 of the Provisions shall continue for the benefit of those to whom the obligations are owed notwithstanding the termination of this Agreement or the termination of any particular Person’s role as Obligor, Administrative Agent or Lender.

10.16

Payments on Business Day

Whenever any payment or performance under the Loan Documents would otherwise be due on a day other than a Business Day, such payment shall be made on the following Business Day, unless the following Business Day is in a different calendar month, in which case the payment shall be made on the preceding Business Day.

10.17

Whole Agreement

Except in relation to matters contemplated by the other Loan Documents, this Agreement constitutes the whole and entire agreement between the parties hereto concerning the matters addressed in this Agreement, and cancels and supersedes any prior agreements, undertakings, declarations, commitments or representations, written or verbal, in respect thereof.

10.18

English Language

The Loan Documents have been negotiated in English and will be or have been executed in the English language. Les soussigné ont expressément demandé que ce document soit rédigé en langue anglaise. All paper writings given or delivered pursuant to this Agreement and the other Loan Documents shall, if requested by the Agent, be in the English language or, if not, shall be accompanied by a certified English translation thereof. The English language version of any document shall, absent manifest error, control the meaning and interpretation of the matters set forth therein.

- 58 -

10.19

Senior Indebtedness

The obligations of the Obligors under the Loan Documents constitute “senior indebtedness” for all purposes.

10.20

Date of Agreement

This Agreement may be referred to as being dated 18 November 2005 or as of 18 November 2005, notwithstanding the actual date of execution.

* * * *

[SIGNATURE PAGES FOLLOW]

- 59 -