AMENDMENT NO. 5 TO RECEIVABLES PURCHASE AGREEMENT

Seller, Servicer, the Purchasers and the Agents are parties to that certain Receivables Purchase Agreement dated as of June 30, 2009, as amended (the “Agreement”). Capitalized terms used and not otherwise defined herein are used with the meanings attributed thereto in the Agreement.

NOW, THEREFORE, in consideration of the premises and the other mutual covenants herein contained, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

1.Amendments. Upon the terms and subject to the conditions set forth in this Amendment, the parties hereto hereby agree that the Agreement is hereby amended as follows:

1.1.    The following defined terms are inserted in Exhibit I of the Agreement in their proper alphabetical position:

“Delayed Funding Imbalance Period” means the period of time beginning on the date of the delivery of a Delayed Purchase Notice and continuing until such time as the facility is back in balance (as provided in Section 2.8(c)).

“Delayed Funding Percentage” means the ratio of each Delayed Funding Purchaser’s Invested Amount to the sum of the Invested Amount of all Delayed Funding Purchasers.

“Delayed Funding Purchaser” means any Purchaser that provides or has its agent provide a Delayed Purchase Notice.

“Delayed Purchase Amount” means a Delayed Funding Purchaser’s Percentage of the Receivables Interest requested in a Purchase Notice for which the Delayed Funding Purchaser intends to delay its purchase in accordance with Section 2.8.

“Delayed Purchase Notice” means written notice that a Delayed Funding Purchaser intends to purchase the Delayed Purchase Amount on the Delayed Purchase Date rather than on the Purchase Date.

“Delayed Purchase Date” means the date specified in the Delayed Purchase Notice that is on or before the thirty-fifth (35^th) day following the Purchase Date (or if such day is not a Business Day, then on the next succeeding Business Day) set forth in the Purchase Notice for which the Delayed Funding Purchaser intends to defer.

“Non-Delayed Funding Purchaser” means any Purchaser other than a Delayed Funding Purchaser.

1.2.    Section 1.1(b) of the Agreement is hereby amended and restated in its entirety to read as follows:

(b)    Seller may, upon at least 10 Business Days’ notice to the Agents and Wells Fargo, terminate in whole or reduce in part, the unused portion of the Purchase Limit, provided that (i) each partial reduction of the unused Purchase Limit shall be in an aggregate amount equal to $2,000,000 or a larger integral multiple of $1,000,000, (ii) during a Delayed Funding Imbalance Period, any partial reductions shall reduce the unused portion of the Purchase Limit of the Non-Delayed Funding Purchasers ratably in accordance with the Delayed Funding Percentage, (iii) otherwise each such partial reduction shall reduce the unused portion of the Purchase Limit ratably between Wells Fargo and the Scotiabank Group in accordance with their respective Percentages (and within the Scotiabank Group, ratably among the Scotiabank Committed Purchasers that are members thereof in accordance with their respective Ratable Shares), the unused portion of the Purchase Limit, and (iv) no such partial reduction may reduce the Purchase Limit to an amount less than $75,000,000.

Section 2.8    Delayed Funding Purchasers.

(a)    Beginning on January 1, 2015, the Seller and Purchasers agree that each Incremental Purchase shall be purchased in accordance with Section 1.2 hereof on the purchase date specified in a Purchase Notice (the “Purchase Date”) unless prior to 3:00 p.m. (New York City time) on the day that the Seller delivers such Purchase Notice, a Delayed Funding Purchaser delivers a Delayed Purchase Notice to the Seller and each other party hereto, in which case, the Delayed Purchase Date shall automatically be deemed to be the purchase date related to such Purchase Notice with respect to such Delayed Funding Purchaser.

(b)    Upon receipt of a Delayed Purchase Notice, the Seller may revoke the related Purchase Notice in whole by 5:00 p.m. (New York City time) on the day that Seller receives the Delayed Purchase Notice. If the Seller does not revoke the Purchase Notice, (i) each Non-Delayed Funding Purchaser shall be obligated to purchase (A) its Percentage of the requested Receivables Interest in accordance with Section 1.2, plus (B) its Delayed Funding Percentage of the Delayed Funding Amount, and (ii) so long as the conditions precedent set forth in Section 6.2 with respect to the requested purchase were satisfied on the related Purchase Date, the Delayed Funding Purchaser shall be required to purchase the Delayed Purchase Amount on the Delayed Purchase Date irrespective of whether the Seller would be able to satisfy the conditions precedent set forth in Section 6.2 to a purchase on such Delayed Purchase Date. Notwithstanding anything to the contrary contained herein, in no event shall a Non-Delayed Funding Purchaser be required to purchase any amounts in excess of its Commitment. No Delayed Funding Purchaser shall be considered to be in default of its obligation to fund its Delayed Purchase Amount hereunder unless and until it has failed to purchase the Delayed Purchase Amount on or before the Delayed Purchase Date.

(c)    After a Non-Delayed Funding Purchaser purchases a Delayed Purchase Amount in accordance with Section 2.8(b), the Delayed Funding Purchaser will be obligated to, on or before the Delayed Purchase Date (A) purchase from the Non-Delayed Funding Purchaser sufficient Receivables Interests necessary to cause the ratio of the Invested Amount of each Purchaser to the Aggregate Investment Amount to be in accordance with the Percentage, and (B) purchase from Seller any remaining Delayed Purchase Amount which was not purchased by Non-Delayed Funding Purchaser(s) in accordance with Section 2.8(b).

(d)    Notwithstanding any other provision of this Agreement providing for the purchasing of Receivables Interest or the sharing of any fee with respect to Receivables Interest, during the Delayed Funding Imbalance Period, the terms “ratably” and “ratable” in Sections 1.3, 2.4, and 14.13 shall be deemed to mean ratably in accordance with the Percentage of each Purchaser as adjusted to reflect the Delayed Purchase Amount.

1.4.    The sixth paragraph of Section 2.4 is hereby amended and restated in its entirety to read as follows:

sixth, to the reduction of the Invested Amount of any Non-Delayed Funding Purchaser up to an amount necessary to cause the ratio of the Invested Amount of each Purchaser to the Aggregate Investment Amount to be in accordance with the Percentage

prior to adjustment to reflect the Delayed Purchase Amount, and thereafter to the ratable reduction of the Aggregate Invested Amount, and

1.5.    Section 9.1(r) of the Agreement is hereby amended and restated in its entirety to read as follows:

(r)    Convergys shall permit at any time the ratio of (a) Consolidated Total Debt at such time to (b) Consolidated EBITDA for the most recently ended period of four consecutive fiscal quarters to be greater than (I) prior to December 31, 2013, 3.25 to 1.00 and (II) on or after December 31, 2013, 2.75 to 1.00.

1.6.    Section 14.3 of the Agreement is hereby amended and restated in its entirety to read as follows:

Section 14.3    Ratable Payments. If any Purchaser, whether by setoff or otherwise, has payment made to it with respect to any portion of the Aggregate Unpaids owing to such Purchaser (other than payments received pursuant to Section 2.8(c), 10.3 or 10.4) in a greater proportion than that received by any other Purchaser entitled to receive a ratable share of such Aggregate Unpaids, such Purchaser agrees, promptly upon demand, to purchase for cash without recourse or warranty a portion of such Aggregate Unpaids held by the other Purchasers so that after such purchase each Purchaser will hold its ratable proportion of such Aggregate Unpaids; provided that if all or any portion of such excess amount is thereafter recovered from such Purchaser, such purchase shall be rescinded and the purchase price restored to the extent of such recovery, but without interest.

1.7.    The following defined terms appearing in Exhibit I to the Agreement are hereby amended and restated in their respective entireties to read as follows:

(B) if Convergys has extended the Current Maturity Date of the Convergys Credit Agreement, three months prior to the maturity date of such renewed Convergys Credit Agreement; provided, that the renewed Convergys Credit Agreement has an aggregate commitment of at least $300,000,000 or, if less than $300,000,000, the sum, as of the last day of the fiscal quarter immediately preceding the date on which the maturity date of the existing Convergys Credit Agreement was extended, of (x) unrestricted cash of Convergys and its Subsidiaries as of such date plus (y) the amount by which the sum of the Wells Fargo Allocation Limit and Scotiabank Allocation Limit exceeds the Aggregate Invested Amount under this Agreement as of such date plus (z) availability under the Convergys Credit Agreement as of such date exceeds the sum of (1) the aggregate Commitments as of such date plus (2) $50,000,000;

(C) if Convergys has entered into a credit facility that replaces the Convergys Credit Agreement, 3 months prior to the maturity date of such replacement credit facility; provided, that such replacement credit facility has an aggregate commitment of at least $300,000,000 or, if less than $300,000,000, the sum, as of the last day of the fiscal quarter immediately following the date on which the replacement credit facility was entered into, of (x) unrestricted cash of Convergys and its Subsidiaries as of such date plus (y) the amount by which the sum of the Wells Fargo Allocation Limit and Scotiabank Allocation Limit exceeds the Aggregate Invested Amount under this Agreement as of such date plus (z) availability under such replacement credit facility as of such date exceeds the sum of (1) the aggregate Commitment as of such date plus (2) $50,000,000;

(D) if the Current Maturity Date of the Convergys Credit Agreement is not extended in accordance with the requirements set forth in clause (B) above or a replacement credit facility in accordance with the requirements set forth in clause (C) above has not been entered into, March 11, 2015 unless on March 11, 2015 the sum of (x) unrestricted cash of Convergys and its Subsidiaries as of such date plus (y) the amount by which the sum of the Wells Fargo Allocation Limit and Scotiabank Allocation Limit exceeds the Aggregate Invested Amount under this Agreement as of such date exceeds the sum of (1) the aggregate Commitment as of such date plus (2) $50,000,000; and

“Percentage” means (a) 42% as to the Scotiabank Group, and (b) 58% as to Wells, provided, however, that with respect to allocations of Collections and payments made hereunder pursuant to Sections 2.2 and 2.3 during a Delayed Funding Imbalance Period, the Percentage for purposes of this proviso shall be equal to the percentage obtained by dividing such Purchaser’s Invested Amount by the Aggregate Investment Amount of all Purchasers.

4.1.    Bankruptcy Petition. Each of Seller, the Servicer, the Agents and the Purchasers hereby covenants and agrees that, prior to the date that is one year and one day after the payment in full of all outstanding senior indebtedness of the Conduit, it will not institute against, or join any other Person in instituting against, the Conduit any bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings or other similar proceeding under the laws of the United States or any state of the United States.