Amendment to Receivables Purchase Agreement and Fee Letter



 Exhibit 10.23 
  
 AMENDMENT TO RECEIVABLES PURCHASE AGREEMENT AND FEE LETTER 
  
 THIS AMENDMENT TO RECEIVABLES PURCHASE AGREEMENT AND FEE LETTER, dated
as of June 25, 2004 (this “Amendment”), is by and among Convergys Funding Corporation (the “Seller”), Convergys Corporation, as initial servicer
(the “Servicer”), Falcon Asset Securitization Corporation (“Falcon”), Fifth Third Bank, an Ohio banking corporation
(“Fifth Third”), and Bank One, NA, a national banking association having its main office in Chicago, Illinois, as successor by merger to Bank One, Michigan (together with Fifth Third and Falcon,
the “Purchasers”), and a “Falcon Agent” and “Administrative Agent”. 
  
 W I T N E S S E T H : 
  
 WHEREAS, the Seller, the
Servicer, the Purchasers, the Falcon Agent and the Administrative Agent are parties to that certain Amended and Restated Receivables Purchase Agreement dated as of November 20, 2003 (the
“Agreement”); and 
  
 WHEREAS, the parties wish to amend the Agreement as hereinafter forth; 
  
 NOW, THEREFORE, in consideration of the premises herein contained, and for other good and valuable consideration, the receipt
of which is hereby acknowledged, the parties hereto hereby agree as follows: 
  
 1. Defined Terms. Capitalized terms used herein and not otherwise defined shall have their meanings as attributed to such terms in the Agreement or the Fee Letter, as applicable. 
  
 2. Amendment. The definition in the Agreement of “Delinquency
Ratio” is hereby amended to exclude from the computation of both the numerator and the denominator thereof all Receivables owing from the State of Florida (or any agency thereof). 
  
 3. Absence of Amortization Event or Potential Amortization Event. In
order to induce the Falcon Agent, the Administrative Agent and the Purchasers to enter into this Amendment, the Seller hereby represents and warrants to the Falcon Agent, the Administrative Agent and the Purchasers that, both before and after giving
effect to the amendments contained in Section 2 hereof, no Amortization Event or Potential Amortization Event exists and is continuing as of the Effective Date (as defined in Section 4 below). 
  
 4. Effective Date. This Amendment shall become effective as of the
date first above written (the “Effective Date”) upon receipt by the Administrative Agent of counterparts hereof duly executed by each of the parties hereto. 
  
 5. Ratification. Except as expressly modified hereby, each of the
Agreement and the Fee Letter, as amended hereby, is hereby ratified, approved and confirmed in all respects. 
  
 6. Reference to Agreement. From and after the Effective Date hereof, each reference in the Agreement to “this Agreement” or to
“hereof”, “hereunder” or words of like 

  









 
import, and all references to the Agreement in any and all agreements, instruments, documents, notes, certificates and other writings of every kind and
nature shall be deemed to mean the Agreement as amended by this Amendment. 
  
 7. Costs and Expenses. The Seller agrees to pay all costs, fees, and out-of-pocket expenses (including reasonable attorneys’ fees and time charges of attorneys for the Administrative Agent, the Falcon
Agent and the Purchasers) incurred in connection with the preparation, execution and delivery of this Amendment. 
  
 8. CHOICE OF LAW. THIS AMENDMENT SHALL BE CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS (AND NOT THE LAW OF CONFLICTS) OF THE STATE OF OHIO.

  
 9. Execution in Counterparts. This Amendment may be
executed in any number of counterparts and by different parties hereto in separate counterparts, each of which when so executed shall be deemed to be an original and all of which taken together shall constitute one and the same agreement.

  
 <signature pages follow> 
  

 2 








 IN WITNESS WHEREOF, the Seller, the Servicer, the Purchasers, the Falcon and
the Administrative Agent have executed this Amendment as of the date first above written. 
  

			
	 CONVERGYS FUNDING CORPORATION

		
	By:	 	 /s/ Timothy M. Wesolowski

	 Title:
	 	 Vice President and Treasurer

	 Name:
	 	 Timothy M. Wesolowski



  

			
	 CONVERGYS CORPORATION

		
	By:	 	 /s/ Timothy M. Wesolowski

	 Title:
	 	 Vice President And Treasurer

	 Name:
	 	 Timothy M. Wesolowski



  

 3 









			
	 FIFTH THIRD BANK, AS A PURCHASER

		
	By:	 	 /s/ Robert Finley

	 Title:
	 	 Vice President



  

			
	FALCON ASSET SECURITIZATION CORPORATION, AS A PURCHASER
	
	 /s/ Sherri Gerner

	 By:
	 	 Sherri Gerner

	 Title:
	 	 Authorized Signer



  

			
	BANK ONE, NA, INDIVIDUALLY, AS FALCON AGENT AND AS
ADMINISTRATIVE AGENT
	
	 /s/ Sherri Gerner

	 By:
	 	 Sherri Gerner

	 Title:
	 	 Director, Capital Markets



  

 4