FIRST AMENDMENT TO AGREEMENT
The Agreement (the "Agreement") dated February 4, 2009 by and among
▇▇▇▇ Partners LLC ("▇▇▇▇") and Convergys Corporation (the "Company", and
together with ▇▇▇▇, the "Parties") is hereby amended by this first amendment
(this "Amendment") dated as of December 23, 2009.
1. SECTION 3(B). The words "after November 30, 2009 and on or prior to
January 1, 2010" in Section 3(b) of the Agreement are hereby replaced with the
words "after November 30, 2009 and on or prior to February 1, 2010".
2. MISCELLANEOUS. This Amendment (i) shall be governed in all respects,
including validity, interpretation and effect, by the laws of the State of New
York without giving effect to the choice of law principles of such state, (ii)
constitutes, together with the Agreement, the entire agreement of the Parties
hereto with respect to the subject matter hereof, superseding all prior
agreements, written or oral, (iii) may not be amended, except in writing, (iv)
may be executed in counterparts, (v) shall be binding upon and inure to the
benefit of each Party's successors and permitted assigns, (vi) may not be
assigned without the prior written consent of the other Party and (vii) shall be
enforceable, notwithstanding the unenforceability of any particular provision
hereof, with respect to all other provisions hereof.
IN WITNESS WHEREOF, the Parties have executed this Amendment as of the
date above written.
CONVERGYS CORPORATION
By: /s/▇▇▇▇▇ ▇▇▇▇▇▇
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Name: ▇▇▇▇▇ ▇▇▇▇▇▇
Title: General Counsel
▇▇▇▇ PARTNERS LLC
By: /s/▇▇▇▇▇▇▇ ▇▇▇▇▇▇
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Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
Title: Partner, General Counsel