10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended March 31, 2004

OR

¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from                      to                     

Commission file number 0-27512

CSG SYSTEMS INTERNATIONAL, INC.

(Exact name of registrant as specified in its charter)

Delaware	47-0783182
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)

7887 East Belleview, Suite 1000

Englewood, Colorado 80111

(Address of principal executive offices, including zip code)

(303) 796-2850

(Registrant’s telephone number, including area code)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

YES x NO ¨

Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Exchange Act).

YES x NO ¨

Shares of common stock outstanding at May 5, 2004: 53,933,005.

CSG SYSTEMS INTERNATIONAL, INC.

FORM 10-Q For the Quarter Ended March 31, 2004

INDEX

		Page No.
Part I -FINANCIAL INFORMATION
Item 1.	Condensed Consolidated Balance Sheets as of March 31, 2004 and December 31, 2003 (Unaudited)	3
	Condensed Consolidated Statements of Income for the Three Months Ended March 31, 2004 and 2003 (Unaudited)	4
	Condensed Consolidated Statements of Cash Flows for the Three Months Ended March 31, 2004 and 2003 (Unaudited)	5
	Notes to Condensed Consolidated Financial Statements (Unaudited)	6
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	16
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	33
Item 4.	Controls and Procedures	34
Part II - OTHER INFORMATION
Item 1.	Legal Proceedings	35
Item 2	Changes in Securities and Use of Proceeds	35
Item 6.	Exhibits and Reports on Form 8-K	35
	Signatures	37
	Index to Exhibits	38

2

CSG SYSTEMS INTERNATIONAL, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

(in thousands, except share and per share amounts)

	March 31, 2004			December 31, 2003
	(unaudited)			(unaudited)
ASSETS
Current assets:
Cash and cash equivalents	$	104,520		$	105,397
Short-term investments		1,216			—
Total cash, cash equivalents and short-term investments		105,736			105,397
Trade accounts receivable-
Billed, net of allowance of $11,397 and $11,145		137,631			130,691
Unbilled and other		14,409			18,042
Deferred income taxes		7,673			9,134
Income taxes receivable		4,353			35,076
Other current assets		10,357			11,697
Total current assets		280,159			310,037
Property and equipment, net of depreciation of $91,712 and $89,529		36,051			38,218
Software, net of amortization of $66,487 and $62,957		34,527			37,780
Goodwill		219,404			219,199
Client contracts, net of amortization of $53,205 and $50,973		55,363			57,458
Deferred income taxes		50,674			53,327
Other assets		8,770			8,756
Total assets	$	684,948		$	724,775
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Current maturities of long-term debt	$	19,624		$	45,137
Client deposits		18,963			17,175
Trade accounts payable		20,850			21,291
Accrued employee compensation		23,807			32,415
Deferred revenue		57,510			52,655
Income taxes payable		25,388			20,723
Arbitration charge payable		—			25,181
Other current liabilities		23,413			25,818
Total current liabilities		189,555			240,395
Non-current liabilities:
Long-term debt, net of current maturities		179,301			183,788
Deferred revenue		3,756			3,270
Other non-current liabilities		5,415			6,537
Total non-current liabilities		188,472			193,595
Stockholders' equity:
Preferred stock, par value $.01 per share; 10,000,000 shares authorized; zero shares issued and outstanding		—			—
Common stock, par value $.01 per share; 100,000,000 shares authorized; 53,779,261 shares and 53,788,062 shares outstanding		593			593
Additional paid-in capital		285,519			281,784
Deferred employee compensation		(3,891	)		(4,458	)
Accumulated other comprehensive income:
Unrealized gain on short-term investments, net of tax		1			1
Cumulative translation adjustments		7,520			6,519
Treasury stock, at cost, 5,499,796 shares		(171,111	)		(171,111	)
Accumulated earnings		188,290			177,457
Total stockholders’ equity		306,921			290,785
Total liabilities and stockholders’ equity	$	684,948		$	724,775

The accompanying notes are an integral part of these condensed consolidated financial statements.

3

CSG SYSTEMS INTERNATIONAL, INC.

CONDENSED CONSOLIDATED STATEMENTS OF INCOME

(in thousands, except per share amounts)

	Three months ended
	March 31, 2004			March 31, 2003
	(unaudited)			(unaudited)
Revenues:
Processing and related services	$	81,132		$	91,176
Software		7,637			10,164
Maintenance		25,051			22,403
Professional services		16,544			18,189
Total revenues		130,364			141,932
Cost of revenues:
Cost of processing and related services		33,806			34,119
Cost of software and maintenance		16,274			18,310
Cost of professional services		14,150			18,555
Total cost of revenues		64,230			70,984
Gross margin (exclusive of depreciation)		66,134			70,948
Operating expenses:
Research and development		15,840			15,498
Selling, general and administrative		23,223			29,836
Depreciation		3,636			4,599
Restructuring charges		2,151			3,159
Total operating expenses		44,850			53,092
Operating income		21,284			17,856
Other income (expense):
Interest expense		(3,554	)		(3,874	)
Interest and investment income, net		283			288
Other		(513	)		386
Total other		(3,784	)		(3,200	)
Income before income taxes		17,500			14,656
Income tax provision		(6,667	)		(5,949	)
Net income	$	10,833		$	8,707
Basic net income per common share:
Net income available to common stockholders	$	0.21		$	0.17
Weighted average common shares		51,682			51,306
Diluted net income per common share:
Net income available to common stockholders	$	0.21		$	0.17
Weighted average common shares		52,255			51,485

The accompanying notes are an integral part of these condensed consolidated financial statements.

4

CSG SYSTEMS INTERNATIONAL, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(in thousands)

	Three months ended
	March 31, 2004			March 31, 2003
	(unaudited)			(unaudited)
Cash flows from operating activities:
Net income	$	10,833		$	8,707
Adjustments to reconcile net income to net cash provided by operating activities-
Depreciation		3,636			4,599
Amortization		6,321			6,591
Restructuring charge for abandonment of facilities		595			683
Deferred income taxes		4,162			(64	)
Tax benefit of stock options exercised		7			2
Stock-based employee compensation		4,145			1,295
Changes in operating assets and liabilities:
Trade accounts and other receivables, net		(2,079	)		(6,125	)
Other current and noncurrent assets		1,344			(97	)
Arbitration charge payable		(25,181	)		—
Income taxes payable/receivable		35,192			1,599
Accounts payable and accrued liabilities		(11,515	)		(11,990	)
Deferred revenue		4,505			17,022
Net cash provided by operating activities		31,965			22,222
Cash flows from investing activities:
Purchases of property and equipment		(1,406	)		(2,262	)
Purchases of short-term investments		(1,216	)		(6	)
Acquisition of businesses and assets, net of cash acquired		(307	)		(835	)
Acquisition of and investments in client contracts		(431	)		(290	)
Net cash used in investing activities		(3,360	)		(3,393	)
Cash flows from financing activities:
Proceeds from issuance of common stock		357			473
Repurchase and cancellation of common stock		(213	)		—
Payments on long-term debt.		(30,000	)		(1,075	)
Payments of deferred financing costs		(247	)		(87	)
Net cash used in financing activities		(30,103	)		(689	)
Effect of exchange rate fluctuations on cash		621			768
Net increase (decrease) in cash and cash equivalents		(877	)		18,908
Cash and cash equivalents, beginning of period		105,397			94,424
Cash and cash equivalents, end of period	$	104,520		$	113,332
Supplemental disclosures of cash flow information:
Cash paid (received) during the period for-
Interest	$	3,376		$	3,100
Income taxes	$	(34,114	)	$	3,633

The accompanying notes are an integral part of these condensed consolidated financial statements.

5

CSG SYSTEMS INTERNATIONAL, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

1. GENERAL

The accompanying unaudited condensed consolidated financial statements at March 31, 2004 and December 31, 2003, and for the three months ended March 31, 2004 and 2003, have been prepared by the Company in accordance with accounting principles generally accepted in the United States of America for interim financial information, and pursuant to the instructions to Form 10-Q and the rules and regulations of the Securities and Exchange Commission (the “SEC”). Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. In the opinion of management, all adjustments (consisting only of normal recurring adjustments) considered necessary for a fair presentation of the financial position and operating results have been included. The condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and notes thereto, together with Management’s Discussion and Analysis of Financial Condition and Results of Operations, contained in the Company’s Annual Report on Form 10-K for the year ended December 31, 2003, filed with the SEC (the “Company’s 2003 10-K”). The results of operations for the three months ended March 31, 2004, are not necessarily indicative of the expected results for the entire year ending December 31, 2004.

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Postage. The Company passes through to its clients the cost of postage that is incurred on behalf of those clients, and typically requires an advance payment on expected postage costs. These advance payments are included in “client deposits” in the accompanying Condensed Consolidated Balance Sheets and are classified as current liabilities regardless of the contract period. The Company nets the cost of postage against the postage reimbursements, and includes the net amount in processing and related services revenues. The total cost of postage incurred on behalf of clients that has been netted against processing and related services revenues for the three months ended March 31, 2004 and 2003 was $44.3 million and $37.9 million, respectively.

Stock-Based Compensation Expense. During the fourth quarter of 2003, the Company adopted the fair value method of accounting for stock-based awards in accordance with SFAS No. 123, “Accounting for Stock-Based Compensation” (“SFAS 123”), using the prospective method of transition as outlined in SFAS No. 148, “Accounting for Stock-Based Compensation—Transition and Disclosure — An Amendment of FASB Statement No. 123” (“SFAS 148”). The adoption of SFAS 123 was effective as of January 1, 2003. Under the prospective method of transition, all stock-based awards granted, modified, or settled on or after January 1, 2003, are accounted for in accordance with SFAS 123. Stock-based awards granted prior to January 1, 2003, continue to be accounted for in accordance with Accounting Principles Board No. 25, “Accounting for Stock Issued to Employees”, and related Interpretations (“APB 25”), and follow the disclosure provisions of SFAS 123 and SFAS 148. As a result, the Company has restated its condensed consolidated financial statements for the three months ended March 31, 2003 to reflect the inclusion of additional stock-based compensation expense of $0.1 million.

6

At March 31, 2004, the Company had five stock-based compensation plans. The Company recorded stock-based compensation expense of $4.1 million and $1.3 million, respectively, for the three months ended March 31, 2004 and 2003. Stock-based compensation expense is included in the following income statement captions in the accompanying Condensed Consolidated Statements of Income (in thousands):

	Three Months Ended March 31,
	2004		2003
Cost of processing and related services	$	621	$	3
Cost of software and maintenance		219		1
Cost of professional services		275		3
Research and development		470		3
Selling, general and administrative		2,560		1,285
Total stock-based compensation expense	$	4,145	$	1,295

Awards under the Company’s stock-based compensation plans generally vest over periods ranging from three to four years. Because the Company follows APB 25 for all stock-based awards granted prior to January 1, 2003, and the prospective method of transition under SFAS 148 for stock-based awards granted, modified, or settled on or after January 1, 2003, compensation expense recorded in the Company’s accompanying Consolidated Statements of Income is less than what would have been recognized if the fair value based method under SFAS 123 had been applied to all awards for all periods. Had compensation expense for the Company’s five stock-based compensation plans been based on the fair value at the grant dates for awards under those plans for all periods, consistent with the methodology of SFAS 123, the Company’s net income and net income per share available to common stockholders for the three months ended March 31, 2004 and 2003, would approximate the pro forma amounts as follows (in thousands, except per share amounts):

	Three Months Ended March 31,
	2004			2003
Net income, as reported	$	10,833		$	8,707
Add: Stock-based compensation expense included in reported net income, net of related tax effects		2,576			805
Deduct: Total stock-based compensation expense determined under the fair value-based method for all awards, net of related tax effects		(3,853	)		(5,346	)
Net income, pro forma	$	9,556		$	4,166
Net income per share:
Basic – as reported	$	0.21		$	0.17
Basic – pro forma		0.18			0.08
Diluted – as reported		0.21			0.17
Diluted – pro forma		0.18			0.08

The Company did not grant any stock-based awards during the first quarter of 2004. The fair value of stock options granted during the first quarter of 2003 was estimated on the date of grant using the Black-Scholes option-pricing model, with the following weighted average assumptions: risk-free interest rate of 2.7%; dividend yield of zero; expected life of 5.2 years; and volatility of 60.0%.

Reclassification. Certain March 31, 2003 amounts have been reclassified to conform to the March 31, 2004 presentation.

7

3. STOCKHOLDERS’ EQUITY

Modifications to Stock-Based Compensation Awards. During the first quarter of 2004, the Company modified the terms of approximately 406,000 shares of unvested restricted stock, and 116,000 unvested stock options held by key members of management (members other than executive management) to include a provision which allows for full vesting of the stock-based awards upon a change in control of the Company. Unless such an event occurs, the stock-based awards will continue to vest as set forth in the original terms of the agreements. This modification did not have a significant impact on total stock-based compensation expense in the first quarter of 2004.

4. EARNINGS PER COMMON SHARE

Earnings per common share (“EPS”) has been computed in accordance with SFAS No. 128, “Earnings Per Share”. Basic EPS is computed by dividing income available to common stockholders (the numerator) by the weighted average number of common shares outstanding during the period (the denominator). Basic and diluted EPS are presented on the face of the Company’s Condensed Consolidated Statements of Income. Diluted EPS is consistent with the calculation of basic EPS while considering the effect of potentially dilutive common shares outstanding during the period. Unvested shares of restricted stock are not included in the basic EPS calculation.

No reconciliation of the basic and diluted EPS numerators is necessary for the three months ended March 31, 2004 and 2003, as net income is used as the numerator for each period. The reconciliation of the EPS denominators is included in the following table (in thousands).

	Three Months Ended March 31,
	2004	2003
Basic common shares outstanding	51,682	51,306
Dilutive effect of stock options	279	86
Dilutive effect of unvested restricted stock	294	93
Diluted common shares outstanding	52,255	51,485

For the three months ended March 31, 2004 and 2003, common stock options of 1.1 million shares and 6.1 million shares, respectively, were excluded from the computation of diluted EPS as their effect was antidilutive. In addition, for the three months ended March 31, 2004 and 2003, 0.9 million shares and 0.5 million shares, respectively, of unvested restricted stock were excluded from the computation of diluted EPS as their effect was antidilutive.

5. COMPREHENSIVE INCOME

The Company’s components of comprehensive income were as follows (in thousands):

	Three Months Ended March 31,
	2004		2003
Net income	$	10,833	$	8,707
Other comprehensive income (loss), net of tax, if any:
Foreign currency translation adjustments		1,001		(2,044	)
Unrealized gain on short-term investments		—		7
Comprehensive income	$	11,834	$	6,670

8

6. SIGNIFICANT CLIENTS

Comcast Corporation

Arbitration Resolution. During 2002 and 2003, the Company was involved in various legal proceedings with its largest client, Comcast Corporation (“Comcast”), consisting principally of arbitration proceedings related to the Comcast Master Subscriber Agreement. In October 2003, the Company received the final ruling in the arbitration proceedings. The Comcast arbitration ruling included an award of $119.6 million to be paid by the Company to Comcast. The award was based on the arbitrator’s determination that the Company had violated the most favored nations (“MFN”) clause of the Comcast Master Subscriber Agreement. The Company recorded the impact from the arbitration ruling in the third quarter of 2003 as a charge against its revenues. In the fourth quarter of 2003, the Company paid approximately $95 million of the arbitration award to Comcast, and in January 2004, the Company paid the remaining portion of the arbitration award of approximately $25 million. In addition to the arbitration award, the Company paid to Comcast interest of $1.1 million, $0.1 million of which was reflected as interest expense in the first quarter of 2004.

Signing of New Comcast Contract. In March 2004, the Company signed a new contract with Comcast (the “Comcast Contract”). The Comcast Contract supersedes the former Comcast Master Subscriber Agreement that was set to expire at the end of 2012. The term of the new agreement runs through December 31, 2008. A summary of the significant provisions of the Comcast Contract and related documents is as follows:

• the establishment of annual financial minimums for 2004, 2005 and 2006 of $85 million, $75 million and $60 million, respectively (total of $220 million);

• the elimination of any exclusive right the Company had under its previous contract with Comcast to provide customer care and billing services for the entire 13 million AT&T Broadband customer base (acquired by Comcast in November 2002);

• the elimination of any MFN pricing clause and the establishment of new mutually agreed upon pricing for the Company’s products and services, including the definition of the underlying customer billing units, which was consistent with the measurement established as a result of the arbitration ruling;

• the establishment of contract termination rights for both parties;

• the establishment of Comcast’s rights to certain customer data and deconversion assistance;

• the establishment of service level agreements (“SLA’s”) and damages that the Company would pay if it fails to achieve the SLA’s; and

• the parties entered into a mutual release whereby both parties were released from any and all claims and disputes related to the Comcast Master Subscriber Agreement.

See Note 8 for discussion of the client contracts intangible asset related to the Comcast Contract.

Echostar Communications

Signing of New Contract Amendment. Echostar Communications (“Echostar”) is the Company’s second largest client. In February 2004, the Company signed the Thirtieth Amendment to the Echostar Master Subscriber Agreement, extending the term of the Echostar Master Subscriber Agreement until March 1, 2006. The Echostar Master Processing Agreement was previously set to expire at the end of 2004. The significant provisions of the Thirtieth Amendment to the Echostar Master Subscriber Agreement included: (i) the elimination of the MFN language in the contract; and (ii) the redefinition of the underlying customer billing units.

9

7. SEGMENT INFORMATION

The Company serves its clients through its two operating segments: the Broadband Services Division (the “Broadband Division”) and the Global Software Services Division (the “GSS Division”). The Company’s operating segment information and corporate overhead costs are presented below (in thousands).

	Three Months Ended March 31, 2004
	Broadband Division			GSS Division			Corporate			Total
Processing revenues	$	80,444		$	688		$	—		$	81,132
Software revenues		888			6,749			—			7,637
Maintenance revenues		5,127			19,924			—			25,051
Professional services revenues		144			16,400			—			16,544
Total revenues		86,603			43,761			—			130,364
Segment operating expenses (1)		49,255			42,569			15,105			106,929
Contribution margin (loss) (1)	$	37,348		$	1,192		$	(15,105	)	$	23,435
Contribution margin (loss) percentage		43.1	%		2.7	%		N/A			18.0	%
Certain non-cash expenses:
Amortization of investment in client contracts (3)	$	2,095		$	—		$	—		$	2,095
Other intangible assets amortization		—			3,553			—			3,553
Depreciation		1,787			973			876			3,636
Stock-based compensation		1,099			830			2,216			4,145
Total	$	4,981		$	5,356		$	3,092		$	13,429

	Three Months Ended March 31, 2003 (2)
	Broadband Division			GSS Division			Corporate			Total
Processing revenues	$	90,449		$	727		$	—		$	91,176
Software revenues		1,669			8,495			—			10,164
Maintenance revenues		5,029			17,374			—			22,403
Professional services revenues		370			17,819			—			18,189
Total revenues		97,517			44,415			—			141,932
Segment operating expenses (1)		51,635			51,322			17,960			120,917
Contribution margin (loss) (1)	$	45,882		$	(6,907	)	$	(17,960	)	$	21,015
Contribution margin (loss) percentage		47.1	%		(15.6	%)		N/A			14.8	%
Certain non-cash expenses:
Amortization of investment in client contracts (3)	$	1,640		$	—		$	—		$	1,640
Other intangible assets amortization		—			4,441			—			4,441
Depreciation		2,528			1,141			930			4,599
Stock-based compensation		38			21			1,236			1,295
Total	$	4,206		$	5,603		$	2,166		$	11,975

⁽¹⁾ Segment operating expenses and contribution margin (loss) exclude restructuring charges of $2.2 million and $3.2 million, respectively, for the three months ended March 31, 2004 and 2003.

⁽²⁾ During the fourth quarter of 2003, the Company adopted the fair value method of accounting for stock-based awards in accordance with SFAS 123, using the prospective method of transition (see Note 2). The adoption of SFAS 123 was effective as of January 1, 2003. As a result, the segment operating results for the first quarter of 2003 have been restated to reflect the inclusion of additional stock-based compensation expense of $0.1 million.

⁽³⁾ Amortization related to investments in client contracts has been reflected as a reduction in processing and related services revenues in the segment information presented above and in the accompanying Condensed Consolidated Statements of Income.

10

Reconciling information between reportable segments contribution margin and the Company’s consolidated totals is as follows (in thousands):

	Three Months Ended March 31,
	2004			2003
Segment contribution margin	$	23,435		$	21,015
Restructuring charges		(2,151	)		(3,159	)
Operating income		21,284			17,856
Interest expense		(3,554	)		(3,874	)
Other		(230	)		674
Income before income taxes	$	17,500		$	14,656

Of the $2.2 million restructuring charges recorded in the three months ended March 31, 2004, $0.3 million relates to the Broadband Division, $1.2 million relates to the GSS Division, and $0.7 million relates to Corporate. Of the $3.2 million restructuring charges recorded in the three months ended March 31, 2003, $0.1 million relates to the Broadband Division and $3.1 million relates to the GSS Division.

8. LONG LIVED ASSETS

Goodwill. The Company does not have any intangible assets with indefinite lives other than goodwill. The changes in the carrying amount of goodwill by operating segment for the three months ended March 31, 2004 was as follows (in thousands):

	Broadband Division		GSS Division		Consolidated
Balance as of December 31, 2003	$	623	$	218,576	$	219,199
Impairment losses		—		—		—
Effects of changes in foreign currency exchange rates and other		—		205		205
Balance as of March 31, 2004	$	623	$	218,781	$	219,404

Other Intangible Assets. The Company’s intangible assets subject to amortization consist of client contracts and software. As of March 31, 2004 and December 31, 2003 the carrying values of these assets were as follows (in thousands):

	March 31, 2004							December 31, 2003
	Gross Carrying Amount		Accumulated Amortization			Net Amount		Gross Carrying Amount		Accumulated Amortization			Net Amount
Client contracts	$	108,568	$	(53,205	)	$	55,363	$	108,431	$	(50,973	)	$	57,458
Software		101,014		(66,487	)		34,527		100,737		(62,957	)		37,780
Total	$	209,582	$	(119,692	)	$	89,890	$	209,168	$	(113,930	)	$	95,238

11

The aggregate amortization related to intangible assets for the three months ended March 31, 2004 and 2003 was $5.6 million and $6.1 million, respectively. Based on the March 31, 2004 net carrying value of these intangible assets, the estimated aggregate amortization for each of the five succeeding fiscal years ending December 31 are: 2004 – $25.3 million; 2005 – $25.0 million; 2006 – $21.5 million; 2007 – $13.7 million; and 2008 – $11.9 million. These amounts have been revised from the amounts disclosed as of December 31, 2003 as a result of the change in amortization related to the Comcast client contracts intangible asset, as discussed below.

Carrying Value of the GSS Division’s Intangible Assets. As of March 31, 2004, there was approximately $35 million in net intangible assets and approximately $219 million of goodwill that was attributable to the GSS Division, which included the assets from the Kenan Business, ICMS, Davinci, and plaNet acquisitions. The Company performed its annual goodwill impairment test in the third quarter of 2003, and concluded that no impairment of the GSS Division’s goodwill had occurred at that time. As of March 31, 2004, the Company has concluded that no events or changes in circumstances have occurred since that time to warrant an impairment assessment of the GSS Division’s goodwill and/or other long-lived intangible assets. The Company will continue to monitor the carrying value of these assets during the period of economic recovery for the telecommunications industry. If the current economic conditions take longer to recover than anticipated, it is reasonably possible that a review for impairment of the goodwill and/or related long-lived intangible assets in the future may indicate that these assets are impaired, and the amount of impairment could be substantial.

Carrying Value of Broadband Division’s Intangible Assets. As of March 31, 2004, the Broadband Division had client contracts intangible assets with a net carrying value of approximately $55 million. Of this amount, approximately $53 million related to the Comcast Contract. As discussed in Note 6 above, during the first quarter of 2004, the Company signed a new contract with Comcast. The Company has evaluated the carrying value of this intangible asset in light of the net cash flows expected to be generated from the Comcast Contract, and has concluded that there was no impairment to this asset as a result of the new Comcast Contract. However, as a result of the shortened term of the Comcast Contract, effective in March 2004, the Company was required to accelerate the amortization of this intangible asset. The Company’s revised estimated amortization of all client contracts intangible assets, reflecting the accelerated amortization resulting from the Comcast Contract, for each of the succeeding fiscal years ending December 31 will be: 2004 - $11.1 million; 2005 - $12.2 million; 2006 - $12.1 million; 2007 - $12.0 million; and 2008 - $11.9 million.

9. DEBT

New Amendments. During the first quarter of 2004, the Company entered into two amendments to its 2002 Credit Facility. The Second Amendment was made to clarify the Company’s ability to repurchase its common stock in certain situations pursuant to the Company’s stock-based compensation plans. The Third Amendment was made in conjunction with the Company signing the Comcast Contract (see Note 6).

Mandatory Prepayment. In March 2004, the Company made a $30 million mandatory prepayment on its 2002 Credit Facility using the proceeds from income tax refunds received in the first quarter of 2004. This $30 million mandatory prepayment, required under the First Amendment to the 2002 Credit Facility, was to be paid on or before July 30, 2004.

10. RESTRUCTURING CHARGES

Cost Reduction Initiatives. Due to the economic decline in the global telecommunications industry and the uncertainty in the timing and the extent of any economic turnaround within the industry, beginning in the third quarter of 2002 and continuing through the third quarter of 2003, the Company implemented several cost reduction initiatives resulting in restructuring charges. In addition, in response to the expected reduction in revenues resulting from the Comcast arbitration ruling received in October 2003, the Company implemented a cost reduction initiative in the fourth quarter of 2003. A summary of the Company’s cost reduction initiatives through March 31, 2004 is as follows:

• During the third quarter of 2002, the cost reduction initiative consisted of: (i) involuntary employee terminations from all areas of the Company of approximately 300 people (approximately 10% of the Company’s then current workforce); (ii) limited hiring of new employees; (iii) a reduction of the Company’s

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facilities and infrastructure support costs, including facility consolidations and abandonments; and (iv) reductions in costs in several discretionary spending areas, such as travel and entertainment. Substantially all of the involuntary employee terminations were completed during the third quarter of 2002, with the remainder completed during the fourth quarter of 2002.

• During the first quarter of 2003, the cost reduction initiative consisted of involuntary employee terminations of approximately 70 people (approximately 2% of the Company’s then current workforce). All of these involuntary employee terminations were completed by the end of the first quarter of 2003, and consisted principally of individuals within the GSS Division.

• During the second and third quarters of 2003, the cost reduction initiative consisted principally of involuntary employee terminations of approximately 60 people (approximately 2% of the Company’s then current workforce). All of these involuntary employee terminations were completed by the end of the third quarter of 2003, and consisted principally of individuals within the GSS Division.

• During the fourth quarter of 2003, the cost reduction initiative consisted of: (i) involuntary employee terminations from all areas of the Company of approximately 130 people (approximately 5% of the Company’s then current workforce), with the greatest percentage of these terminations occurring within the Broadband Division; (ii) a reduction of costs related to certain of the Company’s employee compensation and fringe benefit programs, to include a freeze in wages for 2004; (iii) limited hiring of new employees; (iv) movement of certain product support and/or software research and development functions to lower cost locales; and (v) a reduction in costs in several discretionary spending areas. The fourth quarter of 2003 cost reduction initiative was substantially completed in the first quarter of 2004, with additional involuntary employee terminations of approximately 30 people (1% of the Company’s then current workforce), all occurring within the GSS Division. Approximately 70% of the involuntary termination benefits accrued as of March 31, 2004 are expected to be paid by the end of the second quarter of 2004.

Restructuring Charges. As a result of the cost reduction initiatives described above, during the three months ended March 31, 2004 and 2003, the Company recorded restructuring charges of $2.2 million and $3.2 million, respectively. The restructuring costs have been reflected as a separate line item on the accompanying Condensed Consolidated Statements of Income. The components of the restructuring charges are as follows (in thousands):

	Three Months Ended March 31,
	2004		2003
Involuntary employee terminations	$	1,554	$	2,472
Facility abandonments		595		683
All other		2		4
Total restructuring charges	$	2,151	$	3,159

The involuntary employee terminations component of the restructuring charges relates primarily to severance payments and job placement assistance for those terminated employees. The facility abandonments component of the restructuring charges relates to office facilities that are under long-term lease agreements that the Company has abandoned. The facility abandonments charge is equal to the present value of the future costs associated with those abandoned facilities, net of the estimated proceeds from any future sublease agreements. The Company has used estimates to arrive at both the future costs of the abandoned facilities and the proceeds from any future sublease agreements. The Company will continue to evaluate its estimates used in recording the facility abandonments charge. As a result, there may be additional charges or reversals in the future related to the facilities that had been abandoned as of March 31, 2004.

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Restructuring Reserves. The activity in the business restructuring reserves during the first quarter of 2004 is as follows (in thousands):

	Termination Benefits			Facility Abandonments			Other			Total
December 31, 2003, balance	$	2,118		$	13,121		$	—		$	15,239
Charged to expense during period		1,554			595			2			2,151
Cash payments		(2,281	)		(74	)		(2	)		(2,357	)
Amortization of liability for facility abandonments		—			(1,580	)		—			(1,580	)
Other		—			111			—			111
March 31, 2004, balance		1,391			12,173			—			13,564

Of the $13.6 million business restructuring reserve as of March 31, 2004, $8.3 million was included in current liabilities and $5.3 million was included in non-current liabilities.

11. INCOME TAXES

The Company was in a domestic net operating loss (“NOL”) position for 2003 as a result of the Comcast $119.6 million arbitration charge (see Note 6). The Company’s income tax receivable as of December 31, 2003 was $35.1 million, which resulted from the Company’s ability to claim a refund for 2003 income taxes already paid, and from its ability to carry back the Company’s NOL to prior years. During the first quarter of 2004, the Company received approximately $34 million of this income tax receivable, and identified additional income tax receivable amounts during its final preparation of the 2003 U.S. Federal income tax return, which was filed in March 2004. As a result, the Company’s March 31, 2004, income taxes receivable is $4.4 million, which is expected to be collected within the next 12 months.

12. COMMITMENTS, GUARANTEES AND CONTINGENCIES

Product Warranties. The Company generally warrants that its products and services will conform to published specifications, or to specifications provided in an individual client arrangement, as applicable. The typical warranty period is 90 days from delivery of the product or service. The typical remedy for breach of warranty is to correct or replace any defective deliverable, and if not possible or practical, the Company will accept the return of the defective deliverable and refund the amount paid to the Company under the client arrangement that is allocable to the defective deliverable. Historically, the Company has incurred minimal warranty costs, and as a result, does not maintain a warranty reserve.

Product Indemnifications. The Company’s software arrangements generally include a product indemnification provision that will indemnify and defend a client in actions brought against the client that claim the Company’s products infringe upon a copyright, trade secret, or valid patent. Historically, the Company has not incurred any significant costs related to product indemnification claims, and as a result, does not maintain a reserve for such exposure.

Contingent Consideration. Contingent consideration represents an arrangement to provide additional consideration to the seller in a business combination if contractually specified conditions related to the acquired entity are achieved. In the Davinci Business Acquisition, which closed in December 2002, the stock purchase agreement included contingent consideration related to the amount of the Company revenues in 2004, 2005 and 2006 associated with CSG Total Care (formerly Davinci’s m-Care solution). The maximum contingent consideration that could be paid out over the three years is $2.3 million. As of March 31, 2004, the Company had not accrued any amount for the 2004 portion of the contingent consideration as the outcome of the contingency is not determinable beyond a reasonable doubt.

Claims for Company Non-performance. The Company’s arrangements with its clients typically cap the Company’s liability for breach to a specified amount of the direct damages incurred by the client resulting from the breach. From time-to-time, the Company’s arrangements may also include provisions for possible liquidated damages or

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other financial remedies for non-performance by the Company, or in the case of certain of the Company’s out-sourced customer care and billing solutions, provisions for damages related to service level performance requirements. The service level performance requirements typically relate to system availability and timeliness of service delivery. As of March 31, 2004, the Company believes it had adequate reserves to cover any reasonably anticipated exposure as a result of the Company’s nonperformance for any past or current arrangements with its clients.

Legal Proceedings. From time-to-time, the Company is involved in litigation relating to claims arising out of its operations in the normal course of business. In the opinion of the Company’s management, the Company is not presently a party to any material pending or threatened legal proceedings.

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CSG SYSTEMS INTERNATIONAL, INC.

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL

CONDITION AND RESULTS OF OPERATIONS

	Three months ended March 31,
	2004					2003
	Amount			% of Revenue		Amount			% of Revenue
Revenues:
Processing and related services	$	81,132		62.2	%	$	91,176		64.2	%
Software.		7,637		5.9			10,164		7.2
Maintenance.		25,051		19.2			22,403		15.8
Professional services.		16,544		12.7			18,189		12.8
Total revenues		130,364		100.0			141,932		100.0
Cost of revenues:
Cost of processing and related services		33,806		25.9			34,119		24.0
Cost of software and maintenance.		16,274		12.5			18,310		12.9
Cost of professional services.		14,150		10.9			18,555		13.1
Total cost of revenues		64,230		49.3			70,984		50.0
Gross margin (exclusive of depreciation).		66,134		50.7			70,948		50.0
Operating expenses:
Research and development.		15,840		12.2			15,498		10.9
Selling, general and administrative		23,223		17.8			29,836		21.1
Depreciation.		3,636		2.8			4,599		3.2
Restructuring charges.		2,151		1.6			3,159		2.2
Total operating expenses.		44,850		34.4			53,092		37.4
Operating income		21,284		16.3			17,856		12.6
Other income (expense):
Interest expense.		(3,554	)	(2.7	)		(3,874	)	(2.7	)
Interest and investment income, net.		283		0.2			288		0.2
Other.		(513	)	(0.4	)		386		0.2
Total other.		(3,784	)	(2.9	)		(3,200	)	(2.3	)
Income before income taxes		17,500		13.4			14,656		10.3
Income tax provision		(6,667	)	(5.1	)		(5,949	)	(4.2	)
Net income	$	10,833		8.3	%	$	8,707		6.1	%
Basic net income per common share:
Net income available to common stockholders.	$	0.21				$	0.17
Weighted average common shares.		51,682					51,306
Diluted net income per common share:
Net income available to common stockholders.	$	0.21				$	0.17
Weighted average common shares.		52,255					51,485

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The information contained in this Management’s Discussion and Analysis of Financial Condition and Results of Operations (“MD&A”) should be read in conjunction with the Condensed Consolidated Financial Statements and Notes thereto (the “Financial Statements”) included in this Form 10-Q and the audited consolidated financial statements and notes thereto in our Annual Report on Form 10-K for the year ended December 31, 2003 (our “2003 10-K”).

Forward-Looking Statements

This report contains a number of forward-looking statements relative to our future plans and our expectations concerning the global customer care and billing industry, as well as the converging telecommunications industry it serves, and similar matters. These forward-looking statements are based on assumptions about a number of important factors, and involve risks and uncertainties that could cause actual results to differ materially from estimates contained in the forward-looking statements. Some of the risks that are foreseen by management are contained in Exhibit 99.01 “Safe Harbor for Forward-Looking Statements Under the Private Securities Litigation Reform Act of 1995—Certain Cautionary Statements and Risk Factors”. Exhibit 99.01 constitutes an integral part of this report, and readers are strongly encouraged to review this exhibit closely in conjunction with MD&A.

Management Overview

The Company. We are a global leader in next-generation billing and customer care solutions for the cable television, direct broadcast satellite, advanced IP services, next-generation mobile, and fixed wireline markets. Our combination of proven and future-ready solutions, delivered in both outsourced and licensed formats, enables our clients to deliver high quality customer service, improve operational efficiencies and rapidly bring new revenue-generating products to market. We are a S&P Midcap 400 company. We serve our clients through two operating segments: the Broadband Services Division (the “Broadband Division”) and the Global Software Services Division (the “GSS Division”).

General Market Conditions. Beginning in early 2001, the economic state of the global telecommunications industry deteriorated, resulting from (among other reasons) a general global economic downturn, network and plant overcapacity, and limited availability of capital. This trend continued into 2003. During this time frame, many companies operating within this industry publicly reported decreased revenues and earnings, and several companies filed for bankruptcy protection. Most telecommunications companies reduced their operating costs and capital expenditures to cope with the market condition during these times. Since our clients operate within this industry sector, the economic state of this industry directly impacts our business, limiting the amount of money spent on customer care and billing products and services, as well as increasing the likelihood of uncollectible accounts receivable and lengthening the cash collection cycle.

Recent public reports are providing signs of economic improvement within this industry sector. The turnaround in the market conditions will likely be slow, and a full, sustained recovery may take several years. As our client base and prospects continue to see improved financial strength in their own businesses, this allows them to invest in future opportunities for new revenue growth and increased customer satisfaction. We have started to see signs of this type of slow, measured recovery over the past two quarters, with the most recent quarter actually providing quantifiable examples such as increased product sales and the first increase in our software and services backlog in the past two years. In addition, we are seeing increased activity in our sales pipeline, including an increase in actual Requests-For-Proposals (“RFP’s”) among new prospects. As a result, we believe our software and professional services revenues will begin to slowly trend up when compared to our most recent quarters. However, our ability to increase our revenues and operating performance is highly dependent upon the pace at which the market recovers and our success in selling new products and services. There can be no assurance that the market will recover, and even if so, that we will be successful in increasing our revenues and operating performance.

Broadband Division. The Broadband Division generates its revenues by providing customer care and billing services on a service bureau basis with its core product, CSG CCS/BP (“CCS”), to North American (primarily the U.S.) broadband service providers, primarily for cable television, Internet, and satellite television product offerings.

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The market for the Broadband Division’s products and services is highly competitive, resulting in significant pricing pressures for contract renewals.

A summary of the key business matters for the Broadband Division in the first quarter of 2004 is as follows:

• The Broadband Division’s first quarter of 2004 revenues totaled $86.6 million, compared to first quarter of 2003 revenues of $97.5 million (an 11% decrease) and fourth quarter of 2003 revenues of $85.1 million (a 2% increase). The decrease in Broadband Division revenues between the first quarter of 2004 and the first quarter of 2003 relates primarily to the lower revenues from our largest client, Comcast Corporation (“Comcast”), as a result of the October 2003 arbitration ruling. See additional discussion of this matter below.

• On March 17, 2004, we signed a new customer care and billing contract with Comcast. Under the new agreement, we expect to continue to support at least a portion of Comcast’s video and high-speed Internet customers at least through December 31, 2008.

• During the first quarter of 2004, we extended our customer care and billing contract with Echostar Communications (“Echostar”), our second largest client, and signed a five-year statement processing agreement with Cox Communications for a substantial percentage of its customer base. In addition, after the end of the quarter, we signed a new five-year customer care and billing services contract with Adelphia Communications (“Adelphia”), which includes services related to Adelphia’s delivery of Voice over IP services. The Adelphia services contract is subject to bankruptcy court approval, which is expected during the second quarter of 2004.

• The Broadband Division is nearing completion of a significant architectural upgrade to CCS and related services and software products. See the “Business” section of our 2003 10-K for additional discussion of this effort. During the first quarter of 2004, we successfully migrated our first client on to this advanced convergent solution. Three additional clients are scheduled for migration to the advanced convergent solution by the end of 2004.

GSS Division. The GSS Division was established as a result of our acquisition of the Kenan Business from Lucent Technologies (“Lucent”) in February 2002. The GSS Division is a global provider of convergent billing and customer care software and services that enables telecommunications service providers to bill their customers for existing and next-generation services, including mobile and wireline telephony, Internet, cable television, and satellite.

The GSS Division’s revenues consist of software license and maintenance fees, and various professional and consulting services related to its software products (principally, implementation services). The market for the GSS Division’s products and services is highly competitive, resulting in significant pricing pressures for both new and existing client purchases. For 2003, approximately 78% of the GSS Division’s revenues were generated outside the U.S., as compared to approximately 79% for 2002. We expect that a similar percentage of the GSS Division’s 2004 revenues will be generated outside the U.S.

A summary of the key business matters for the GSS Division in the first quarter of 2004 is as follows:

• The GSS Division’s first quarter of 2004 revenues totaled $43.8 million, compared to first quarter of 2003 revenues of $44.4 million (a 1% decrease) and fourth quarter of 2003 revenues of $44.8 million (a 2% decrease). Our GSS Division had a positive contribution margin in the first quarter of 2004 of $1.2 million, compared to a negative contribution margin in the first quarter of 2003 of $6.9 million and a positive contribution margin in the fourth quarter of 2003 of $0.8 million. The improvement in contribution margin between periods is primarily due to lower operating expenses resulting primarily from various cost reduction initiatives that the GSS Division has implemented beginning in late 2002.

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• As discussed above, we continue to see signs of economic improvement within the global telecommunications industry. The GSS Division signed several new clients in the quarter, including several in Europe and North America. One of the new clients, a large mobile operator serving approximately 12 million customers, will use the CSG Total Care solution to provide the customer self-care component of its new customer management platform. Once implemented, the solution will enable the service provider to maintain a holistic view of its entire customer base, resulting in better service and updated customer information system-wide in real-time. In addition, we continue to have success in our sales efforts for the new Kenan FX framework.

• CSG also expanded its relationship with a number of clients this quarter including British Telecommunications, Britain’s largest telecommunications provider; Beijing Telcom, a wholly-owned subsidiary of China Telecom; BSNL, India’s leading wireless provider; Embratel, one of Brazil’s largest telecommunications providers; CANTV, one of Venezuela’s largest telecommunications providers; and Level 3, an international communications and information services company.

• We completed the first conversion of FairPoint Communications customers onto our wireline and wireless service bureau product in March of 2004, demonstrating our ability to leverage various software assets into a service bureau operation.

Other Key Events.

• During the first quarter of 2004, we substantially completed our cost reduction initiative that began in the fourth quarter of 2003. The 2004 cost savings from this initiative are targeted to be approximately $30 million, when compared to the third quarter 2003 annualized operating expense run rate, with the savings expected to be realized somewhat ratably across 2004. The cost savings that were realized in the first quarter of 2004 were in line with our expectations. As of a result of our success in implementing this cost reduction initiative, and our continued focus on general cost controls in all areas of the company, we have raised our expectation of financial performance for the remainder of 2004.

• Our cash flows from operations in the first quarter of 2004 continued to be strong, coming in at approximately $32 million for the quarter. Cash flows from operations for the first quarter of 2004 reflect the impact of the final arbitration payment made to Comcast of approximately $25 million, and the receipt of income tax refunds of approximately $34 million.

Significant Client Relationships

Comcast

Background. Comcast is our largest client. During the first quarters of 2004 and 2003, revenues from Comcast represented approximately 18% and 26%, respectively, of our total consolidated revenues. The decrease in the percentage between the first quarters of 2004 and 2003 relates primarily to the impact of the new pricing as required by the October 2003 arbitration ruling, which is discussed below. Total revenues generated from Comcast in the fourth quarter of 2003, which were also impacted by the Comcast arbitration ruling, were approximately 17% of our total consolidated revenues. We expect that the percentage of our total consolidated revenues in 2004 related to Comcast will represent a percentage comparable to that of the fourth quarter of 2003 and the first quarter of 2004 (i.e., approximately 16—17%).

Arbitration Resolution. During 2002 and 2003, we were involved in various legal proceedings with Comcast, consisting principally of arbitration proceedings related to the Comcast Master Subscriber Agreement. In October 2003, we received the final ruling in the arbitration proceedings. The Comcast arbitration ruling included an award of $119.6 million to be paid by us to Comcast. The award was based on the arbitrator’s determination that we had violated the most favored nations (“MFN”) clause of the Comcast Master Subscriber Agreement. We recorded the

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impact from the arbitration ruling in the third quarter of 2003 as a charge to the Broadband Division’s revenues. In the fourth quarter of 2003, we paid approximately $95 million of the arbitration award to Comcast, and in January 2004, we paid the remaining portion of the arbitration award of approximately $25 million. In addition to the arbitration award, we paid to Comcast interest of $1.1 million, $0.1 million of which was reflected as interest expense in the first quarter of 2004. See the “Comcast and AT&T Broadband Business Relationship” section of the MD&A section of our 2003 10-K for additional discussion of the results of the Comcast arbitration ruling.

Signing of New Comcast Contract. In March 2004, we signed a new contract with Comcast (the “Comcast Contract”). The Comcast Contract supersedes the former Comcast Master Subscriber Agreement that was set to expire at the end of 2012. Under the new agreement, we expect to continue to support at least a portion of Comcast’s video and high-speed Internet customers at least through December 31, 2008. The pricing inherent in the Comcast Contract does not materially change our revenue expectations for 2004, except for the impact of the accelerated amortization of the client contracts intangible asset related to the Comcast Contract, as discussed below. The Comcast Contract was approved by our Bank Group in March 2004 via the Third Amendment to our 2002 Credit Facility.

A summary of the significant provisions of the Comcast Contract and related documents is as follows:

• The establishment of annual financial minimums for 2004, 2005 and 2006 of $85 million, $75 million and $60 million, respectively (total of $220 million).

• The elimination of any exclusive right we had under our previous contract with Comcast to provide customer care and billing services for the entire 13 million AT&T Broadband customer base (acquired by Comcast in November 2002). Although the elimination of our exclusive rights to process these customers increases the risk of customer deconversions from our system, such risk is mitigated to a certain degree by the annual financial minimums discussed above.

• The elimination of any MFN pricing clause and the establishment of new mutually agreed upon pricing for our products and services, including the definition of the underlying customer billing units, which was consistent with the measurement established as a result of the arbitration ruling.

• The establishment of contract termination rights for both parties. Comcast would be able to terminate the contract if we breach any material term or condition of the contract, and we fail to timely cure the breach. In addition, Comcast may terminate the contract for convenience by providing us at least 90 days’ written notice and paying us a discontinuance fee. The discontinuance fee prior to December 31, 2006 would be the remaining unpaid portion of the $220 million annual financial minimums calculated through December 31, 2006.

• The establishment of Comcast’s rights to certain customer data and deconversion assistance. We are required to provide Comcast deconversion services as long as Comcast continues to pay us for our services (including any applicable financial minimums) under the contract. In the event the contract expires and is not renewed, we must provide Comcast deconversion and termination assistance for 18 months following the expiration of the contract.

• The establishment of service level agreements (“SLA’s”) and damages that we must pay if we fail to achieve the SLA’s. The major SLA’s relate primarily to system availability and timeliness of service delivery. The SLA’s are standard in nature, and are consistent with the service levels we were providing Comcast prior to the execution of the new contract.

• The parties entered into a mutual release whereby both parties were released from any and all claims and disputes related to the Comcast Master Subscriber Agreement.

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The Comcast Contract is included in the exhibits to our periodic filings with the Securities and Exchange Commission (“SEC”). The document is available on the Internet and we encourage readers to review this document for further details.

Impact of Comcast Contract on Client Contracts Intangible Asset. We have a long-lived client contracts intangible asset related to our Comcast Contract that has a net carrying value as of March 31, 2004 of approximately $53 million. We have evaluated the carrying value of this intangible asset in light of the net cash flows expected to be generated from the Comcast Contract, and have concluded that there was no impairment to this asset as a result of the new Comcast Contract. However, as a result of the shortened term of the Comcast Contract, effective in March 2004, we were required to accelerate the amortization of this intangible asset. The increase in amortization recorded in the first quarter of 2004 was approximately $450,000 when compared to the fourth quarter of 2003. The annual impact of this accelerated amortization for the Comcast Contract is illustrated as follows (in thousands):

	2004		2005		2006		2007		2008		2009 +			Total
Amortization under previous contract	$	5,842	$	5,962	$	6,082	$	6,209	$	6,337	$	24,664		$	55,096
Amortization under new contract		10,306		11,199		11,199		11,198		11,194		—			55,096
Increase (decrease)	$	4,464	$	5,237	$	5,117	$	4,989	$	4,857	$	(24,664	)	$	—

The entire amount of the amortization of the client contracts intangible asset is recorded as a reduction in revenues, as opposed to amortization expense.

Significant Client Concentration Risk. We expect to continue to generate a significant percentage of our future revenues under the Comcast Contract. There are inherent risks whenever a large percentage of total revenues are concentrated with one client. One such risk is that, should Comcast terminate its contract in whole or in part for any of the reasons stated above, or significantly reduce the number of customers processed on our system, it could have a material adverse effect on our financial condition and results of operations (including possible impairment, or significant acceleration of the amortization of the Comcast client contracts intangible asset).

Echostar

Background. Echostar has been a significant client of ours since we signed the original Echostar Master Subscriber Agreement in April 1999, and is currently our second largest client. During the first quarters of 2004 and 2003, revenues from Echostar represented approximately 13% and 11%, respectively, of our total consolidated revenues. We expect that the percentage of our total consolidated revenues in 2004 related to Echostar will represent a percentage comparable to that of the first quarter of 2004 (i.e., approximately 13%).

Signing of New Echostar Contract Amendment. In February 2004, we signed the Thirtieth Amendment to the Echostar Master Subscriber Agreement, extending the term of the Echostar Master Subscriber Agreement until March 1, 2006. The Echostar Master Processing Agreement was set to expire at the end of 2004. The pricing inherent in the amended Echostar contract does not materially change our revenue expectations going forward.

The significant provisions of the Thirtieth Amendment to the Echostar Master Subscriber Agreement included: (i) the elimination of the MFN language in the contract; and (ii) the redefinition of the underlying customer billing units. Although this change in the measurement of billing units had the effect of reducing the number of customer accounts processed, it did not materially impact the total amount invoiced for our processing services.

The Echostar Master Subscriber Agreement, to include all amendments, is included in the exhibits to our periodic filings with the SEC. The document is available on the Internet and we encourage readers to review this document for further details.

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Significant Client Concentration Risk. We expect to continue to generate a significant percentage of our future revenues under the Echostar contract. As stated above, the Echostar contract runs through March 1, 2006. The failure of Echostar to further renew its contract, representing a significant part of its business with us, could have a material adverse effect on our financial condition and results of operations.

Critical Accounting Policies

The preparation of our financial statements in conformity with accounting principles generally accepted in the U.S. requires us to select appropriate accounting policies, and to make judgments and estimates affecting the application of those accounting policies. In applying our accounting policies, different business conditions or the use of different assumptions may result in materially different amounts reported in our Financial Statements.

We have identified the most critical accounting policies upon which our financial status depends. The critical accounting policies were determined by considering accounting policies that involve the most complex or subjective decisions or assessments. The most critical accounting policies identified relate to: (i) revenue recognition; (ii) allowance for doubtful accounts receivable; (iii) impairment of long-lived assets; (iv) business restructuring; (v) loss contingencies; (vi) income taxes; (vii) business combinations and asset purchases; (vii) stock-based compensation expense; and (viii) capitalization of internal software development costs. These critical accounting policies and our other significant accounting policies are discussed in our 2003 10-K.

Three Months Ended March 31, 2004 Compared to Three Months Ended March 31, 2003

Results of Operations – Consolidated Basis

Total Revenues. Total revenues for the three months ended March 31, 2004 decreased 8.2% to $130.4 million, from $141.9 million for the three months ended March 31, 2003. The decrease between periods is primarily due to lower processing revenues from Comcast as a result of the arbitration ruling discussed above.

We use the location of the client as the basis of attributing revenues to individual countries. Revenues by geographic region for the first quarters of 2004 and 2003 were as follows (in thousands):

	Three Months Ended March 31,
	2004		2003
North America (principally the United States)	$	96,913	$	106,604
Europe, Middle East and Africa (principally Europe)		18,441		19,892
Asia Pacific		8,989		8,140
Central and South America		6,021		7,296
Total revenues	$	130,364	$	141,932

For revenues generated outside North America, no single country accounts for more than 5% of our total revenues.

See the “Results of Operations – Operating Segments” section below for a detailed discussion of revenues and related changes between periods on a segment basis.

Cost of Revenues. See our 2003 10-K for a description of the types of costs that are included in the individual line items for cost of revenues.

Cost of Processing and Related Services. The cost of processing and related services for the three months ended March 31, 2004 decreased 0.9% to $33.8 million, from $34.1 million for the three months ended March 31, 2003. The decrease between periods is primarily due to a reduction in certain personnel costs, to include the impact of the cost reduction initiatives discussed below, and is also reflective of our continued focus on cost controls in this area. Processing costs as a percentage of related processing revenues were 41.7% (gross margin of 58.3%) for the three months ended March 31, 2004 compared to 37.4% (gross margin of 62.6%) for the three months ended March 31, 2003.

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The increase in processing costs as a percentage of related revenues is primarily due to the lower Comcast revenues in the first quarter of 2004 as a result of the arbitration ruling. We expect our quarterly 2004 gross margin percentage for processing services to be in a range comparable to that of the first quarter of 2004.

Cost of Software and Maintenance. The combined cost of software and maintenance for the three months ended March 31, 2004 decreased 11.1% to $16.3 million, from $18.3 million for the three months ended March 31, 2003. The decrease is primarily due to: (i) the first quarter of 2003 having approximately $1 million of amortization related to the acquired Kenan Business client contracts, which became fully amortized in February 2003; and (ii) a reduction in various costs between periods, to include the impact of the cost reduction initiatives discussed below. The cost of software and maintenance as a percentage of related revenues was 49.8% (gross margin of 50.2%) for the three months ended March 31, 2004 as compared to 56.2% (gross margin of 43.8%) for the three months ended March 31, 2003. As discussed below, fluctuations in the quarterly gross margin for software and maintenance revenues are an inherent characteristic of software companies, which can be impacted by, among others things, the timing of executed contracts in any one quarter.

Cost of Professional Services. The cost of professional services for the three months ended March 31, 2004 decreased 23.7% to $14.2 million, from $18.6 million for the three months ended March 31, 2003. The decrease relates primarily to a reduction in personnel costs, to include the impact of the cost reduction initiatives discussed below, and to a much lesser degree, approximately $1 million of expense recorded in 2003 related to the loss contract for the Proximus implementation project, with no comparable amount in the current quarter. The cost of professional services as a percentage of related revenues was 85.5% (gross margin of 14.5%) for the three months ended March 31, 2004, as compared to 102.0% (negative gross margin of 2.0%) for the three months ended March 31, 2003. The negative gross margin in the first quarter of 2003 is reflective of the difficulties we experienced on the Proximus implementation project. The gross margin percentage for the fourth quarter of 2003 for professional services revenues was approximately 12%. Although fluctuations in the gross margin for professional services revenues are an inherent characteristic of professional services companies, we expect the 2004 gross margin for this revenue source to remain comparable to that of the last two quarters.

Gross Margin. As a result of the Kenan Business acquisition, our revenues from software licenses, maintenance services and professional services have increased and become a larger percentage of total revenues. Variability in quarterly revenues and operating results are inherent characteristics of companies that sell software licenses, maintenance services, and perform professional services. Our quarterly revenues for software licenses, maintenance services and professional services revenues may fluctuate, depending on various factors, including the timing of executed contracts and the delivery of contracted services or products. See Exhibit 99.01, “Variability of Quarterly Results”, for additional discussion of factors that may cause fluctuations in quarterly revenues and operating results. However, the costs associated with software and maintenance revenues, and professional services revenues are not subject to the same degree of variability (i.e., these costs are generally fixed in nature within a relatively short period of time), and thus, fluctuations in our software and maintenance, professional services, and overall gross margins, will likely occur between periods.

The overall gross margin for the three months ended March 31, 2004 decreased 6.8% to $66.1 million from $70.9 million for the three months ended March 31, 2003. The overall gross margin percentage increased to 50.7% for the three months ended March 31, 2004, compared to 50.0% for the three months ended March 31, 2003. The changes in the gross margin and gross margin percentage were due to the factors discussed above.

Research and Development Expense. R&D expense remained relatively consistent between periods, increasing to $15.8 million for the three months ended March 31, 2004, from $15.5 million for the three months ended March 31, 2003. As a percentage of total revenues, R&D expense increased to 12.2% for the three months ended March 31, 2004, from 10.9% for the three months ended March 31, 2003. The reason for the overall increase in R&D as a percentage of total revenues is due to the lower revenues resulting from the Comcast arbitration ruling, as discussed above. We did not capitalize any internal software development costs during the three months ended March 31, 2004 and 2003.

During the first quarter of 2004, we focused our development and enhancement efforts on:

• various R&D projects for the GSS Division, including the Kenan FX business framework (see the “Business” section of the 2003 10-K for additional discussion of Kenan FX), which was introduced in late

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2003, and includes enhancements to the existing versions of the Kenan Business product suite, as well as new modules; and

• enhancements to CCS and related Broadband Division software products to increase the functionalities and features of the products, consisting principally of the architectural upgrade to CCS which is discussed in greater detail in the “Business” section of the 2003 10-K.

At this time, we expect our investment in R&D over time will approximate our historical investment rate of 10-12% of total revenues. We expect this investment will be focused on the CCS and the Kenan Business product suite, as well as additional stand-alone products as they are identified.

Selling, General and Administrative Expense. SG&A expense for the three months ended March 31, 2004, decreased 22.2% to $23.2 million, from $29.8 million for the three months ended March 31, 2003. As a percentage of total revenues, SG&A expense decreased to 17.8% for the three months ended March 31, 2004, from 21.1% for the three months ended March 31, 2003. The decrease in SG&A expense relates primarily to: (i) a decrease in legal fees due to the Comcast arbitration concluding in October 2003; and to a much lesser degree (ii) a reduction in certain personnel costs, to include the impact of the cost reduction initiatives discussed below. We incurred approximately $5 million of legal expenses in defense of the Comcast litigation during the three months ended March 31, 2003 with no comparable amount for 2004. These decreases were offset by an increase in stock-based compensation expense primarily due to the voluntary exchange of stock options for restricted stock (also referred to as our “tender offer”) that took place in December 2003 and the adoption of SFAS No. 123 (see our 2003 10-K for discussion of both events) which was effective January 1, 2003. We recorded $2.6 million of stock-based compensation expense attributed to SG&A in the first quarter of 2004, compared to $1.3 million in the first quarter of 2003.

Depreciation Expense. Depreciation expense for the three months ended March 31, 2004 decreased 20.9% to $3.6 million, from $4.6 million for the three months ended March 31, 2003. The decrease in depreciation expense related to the decrease in capital expenditures made during the last twelve months as a result of our focus on cost controls. The capital expenditures during the first three months of 2004 consisted principally of computer hardware and related equipment and statement production equipment. Depreciation expense for all property and equipment is reflected separately in the aggregate and is not included in the cost of revenues or the other components of operating expenses.

Restructuring Charges. Our restructuring charges relate to various cost reduction initiatives implemented primarily as a result of market conditions, and the Comcast arbitration ruling. See Note 10 to our Condensed Consolidated Financial Statements for a more detailed discussion of our cost reduction initiatives and related restructuring charges, including the current activity in the accrued liabilities related to the restructuring charges. We believe that the operational impact from these initiatives will not negatively impact our ability to service our current or future clients.

Cost Reduction Initiatives Related to Market Conditions

In response to poor economic conditions within the global telecommunications industry, during 2003 and 2002, we implemented several cost reduction initiatives, consisting primarily of involuntary employee terminations and facility abandonments, with the greatest percentage of the involuntary terminations occurring within the GSS Division. These cost reduction initiatives resulted in restructuring charges in both 2003 and 2002. In the aggregate, these various initiatives were targeted at reducing operating expenses by approximately $60 million annually, based on various measurement points. These programs were substantially completed by the end of the second quarter of 2003.

Cost Reduction Initiatives Related to the Comcast Arbitration Ruling.

In response to the expected reduction in revenues resulting from the Comcast arbitration ruling, during the fourth quarter of 2003, we implemented a cost reduction initiative, consisting primarily of involuntary employee terminations and a reduction of costs related to certain of our employee compensation and fringe benefit programs, to include a freeze in wages for 2004, with the greatest percentage of the involuntary employee terminations occurring within the Broadband Division. This cost reduction initiative resulted in restructuring charges in the fourth quarter of 2003 and the first quarter of 2004.

The 2004 cost savings from this initiative are targeted to be approximately $30 million, when compared to the third quarter 2003 annualized operating expense run rate, with the savings expected to be realized somewhat

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ratably across 2004. The cost savings that were realized in the first quarter of 2004 were in line with our expectations. The overall expected cost savings from this initiative are reflected in our 2004 financial guidance. At this time, we do not to expect to record any material restructuring charges related to this cost reduction initiative beyond the first quarter of 2004.

Summary of Restructuring Charges.

The components of the restructuring charges included in total operating expenses, and the impact (net of related estimated income tax expense) these restructuring charges had on net income and diluted earnings per share, for the three months ended March 31, 2004 and 2003 are as follows (in thousands, except diluted earnings per share):

	Three Months Ended March 31,
	2004		2003
Involuntary employee terminations	$	1,554	$	2,472
Facility abandonments		595		683
All other		2		4
Total restructuring charges	$	2,151	$	3,159
Impact of restructuring charges on results of operations (i.e., have reduced operating results):
Net income	$	1,331	$	1,911
Diluted earnings per share	$	0.02	$	0.04

As shown above, we recorded restructuring charges related to involuntary employee terminations and various facility abandonments during the three months ended March 31, 2004 and 2003. The accounting for facility abandonments require significant judgments in determining the restructuring charges, primarily related to the assumptions regarding the timing and the amount of any potential sublease arrangements for the abandoned facilities, and the discount rates used to determine the present value of the liabilities. We continually evaluate these assumptions, and adjust the related facility abandonment reserves based on the revised assumptions at that time. In addition, we continually evaluate ways to cut our operating expenses through restructuring opportunities, to include the utilization of our workforce and current operating facilities. As a result, there is a reasonable possibility that we may incur additional material restructuring charges in the future.

Operating Income. Operating income for the three months ended March 31, 2004, was $21.3 million or 16.3% of total revenues, compared to $17.9 million or 12.6% of total revenues for the three months ended March 31, 2003. The increase in these measures between years relates to the factors discussed above.

We expect our 2004 full year operating margin to range between 17% and 18%.

Interest Expense. Interest expense for the three months ended March 31, 2004, decreased 8.3% to $3.6 million, from $3.9 million for the three months ended March 31, 2003. The weighted-average balance of our long-term debt for the three months ended March 31, 2004 was $228.4 million, compared to $270.0 million for the three months ended March 31, 2003. The weighted-average interest rate on our debt borrowings for the three months ended March 31, 2004, including the amortization of deferred financing costs and commitment fees on our revolving credit facility, was 5.8%, compared to 5.5% for the three months ended March 31, 2003. The increase in rates is due primarily to the First Amendment (entered into on December 5, 2003) to the 2002 Credit Facility (the “First Amendment”) resulting in an increase in the applicable LIBOR margins by 75 basis points. In March 2004, we made the $30 million mandatory principal payment on our long-term debt required by the First Amendment no later than July 2004.

Income Tax Provision. For the three months ended March 31, 2004, we recorded an income tax provision of $6.7 million, or an effective income tax rate of approximately 38%, compared to an effective income tax rate of approximately 40% for the three months ended March 31, 2003.

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The effective income tax rate for the first quarter of 2004 represents our estimate of the effective income tax rate for 2004. The estimate of 38% for 2004 is based on various assumptions, with the primary assumptions related to our estimate of total pretax income, the status of certain income tax contingencies, foreign tax credit utilization, and the amounts and sources of foreign pretax income. The actual effective income tax rate for 2004 could deviate from the 38% estimate based on our actual experiences with these items, as well as others.

As of March 31, 2004, our net deferred income tax assets of $58.3 million were related primarily to our domestic operations, and represented approximately 9% of total assets. We continue to believe that sufficient taxable income will be generated to realize the benefit of these deferred income tax assets. Our assumptions of future profitable domestic operations are supported by the strong operating performance of the Broadband Division over the last several years, and our expectations of future profitability.

Results of Operations - Operating Segments

We serve our clients through our two operating segments: the Broadband Division and the GSS Division. See our 2003 10-K for further discussion of the operations of each operating segment and the related product and service offerings, and the components of segment operating results.

Operating segment information and corporate overhead costs for the three months ended March 31, 2004 and 2003, are presented in Note 7 to our Condensed Consolidated Financial Statements.

Broadband Division

Total Revenues. Total Broadband Division revenues for the three months ended March 31, 2004 decreased 11.2% to $86.6 million, from $97.5 million for the three months ended March 31, 2003 primarily due to a decrease in processing revenues as discussed in more detail below.

Processing revenues. Processing revenues for the three months ended March 31, 2004 decreased 11.1% to $80.4 million, compared to $90.4 million for the three months ended March 31, 2003. The decrease in processing revenues was due primarily to lower processing revenues from Comcast for the three months ended March 31, 2004 of approximately $13 million, as a result of the arbitration ruling received in October 2003. Processing revenues for the fourth quarter of 2003 were $79.3 million. We expect the Broadband Division’s 2004 quarterly processing revenues to be comparable to that of the last two quarters.

Total domestic customer accounts processed on our system as of March 31, 2004 were 43.5 million compared to 44.1 million as of December 31, 2003, a one percent decrease. During the current quarter, a client contract was renewed in which the definition of customer billing units was modified, having the effect of lowering the customer volume counts processed. The annualized revenue per unit (“ARPU”) for the first quarter of 2004 was $7.38 compared to $7.33 for the fourth quarter of 2003. These ARPU measures include $0.14 and $0.10, respectively, related to non-recurring processing revenues. For 2004, we expect our ARPU to range from $7.10 to $7.25; though for the second quarter of 2004, we expect to be towards the higher end of this range. We expect this to result in approximately $79 million to $80 million of total consolidated processing revenues for the second quarter of 2004.

Segment Operating Expenses and Contribution Margin. Broadband Division operating expenses for the three months ended March 31, 2004 decreased by 4.6% to $49.3 million, from $51.6 million for the three months ended March 31, 2003. The decrease in the Broadband Division’s operating expenses is due primarily to the fourth quarter 2003 cost reduction initiative (principally a reduction in personnel costs), and our continued focus on cost controls for this division.

Broadband Division contribution margin decreased by 18.6% to $37.3 million (contribution margin percentage of 43.1%) for the three months ended March 31, 2004, from $45.9 million (contribution margin percentage of 47.1%) for the three months ended March 31, 2003. The Broadband Division contribution margin and contribution margin percentage decreased between periods primarily due to the impact of the Comcast arbitration ruling on processing revenues for the three months ended March 31, 2004. Total non-cash charges related to depreciation, amortization

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(shown as a reduction of processing revenues), and stock-based compensation expense included in the determination of the Broadband Division’s contribution margin for the three months ended March 31, 2004 and 2003 were $5.0 million and $4.2 million, respectively.

GSS Division

Total Revenues. Total GSS Division revenues for the three months ended March 31, 2004 decreased 1.5% to $43.8 million, as compared to $44.4 million for the three months ended March 31, 2003, with the decrease due primarily to a decrease in software revenues and professional services revenues as discussed in more detail below.

Software Revenues. Software revenues for the three months ended March 31, 2004 decreased by 20.6% to $6.7 million, from $8.5 million for the three months ended March 31, 2003. The decrease in software revenues was primarily due to the timing of certain software contracts and related revenue recognition. We expect software revenues for the remainder of 2004 to trend up depending upon the pace at which the market recovers.

Maintenance Revenues. Maintenance revenues for the three months ended March 31, 2004 increased by 14.7% to $19.9 million, from $17.4 million for the three months ended March 31, 2003. This increase in maintenance revenues was due primarily to the renewal of certain maintenance contracts subsequent to the first quarter of 2003, and an increase in the installed software license base as a result of new sales since the end of the first quarter of 2003. We expect the GSS Divisions’ quarterly maintenance revenues for the remainder of 2004 to be comparable to the first quarter of 2004.

Professional Services Revenues. Professional services revenues for the three months ended March 31, 2004 decreased by 8.0% to $16.4 million, from $17.8 million for the three months ended March 31, 2003. The decrease in revenues was due primarily to several large projects in progress during the first quarter of 2003 which were substantially completed in 2003, without replacement of comparable projects upon completion. We typically sell professional services in conjunction with software sales. One impact of reduced demand for software sales over the last several quarters is that we have fewer revenue generating opportunities for our professional services organization at this time. We expect professional services revenues for the remainder of 2004 to trend up, depending upon the pace at which the market begins to recover, and our success in selling additional software licenses and Kenan FX upgrade projects.

Segment Operating Expenses and Contribution Loss. GSS Division operating expenses for the three months ended March 31, 2004 decreased by 17.1% to $42.6 million, from $51.3 million for the three months ended March 31, 2003. The decrease in GSS Division operating expenses is due primarily to a reduction in various personnel costs, to include the impact of the cost reduction initiatives discussed above.

The GSS Division’s contribution margin for the three months ended March 31, 2004 was $1.2 million (contribution margin percentage of 2.7%) as compared to a contribution loss for the three months ended March 31, 2003 of $6.9 million (negative contribution margin of 15.6%). The increase in contribution margin between quarters is due primarily to the reduction in GSS Division operating expenses between periods, as discussed above. Total non-cash charges related to depreciation, amortization, and stock-based compensation expense included in the determination of the GSS Division’s contribution margin for the three months ended March 31, 2004 and 2003 were $5.4 million and $5.6 million, respectively.

We expect the GSS Division to have a positive contribution margin for the remainder of 2004.

Corporate

Corporate Operating Expenses. Corporate overhead expenses for the three months ended March 31, 2004, decreased 15.9% to $15.1 million, from $18.0 million for the three months ended March 31, 2003. The decrease in operating expenses related primarily to a decrease in legal fees as a result of completion of the Comcast arbitration proceedings. We incurred approximately $5 million of legal fees in the three months ended March 31, 2003 in defense of the Comcast litigation, with no comparable amount for 2004. This decrease is offset by an increase in stock-based compensation expense of $1 million between periods, due primarily to the voluntary exchange of stock options for restricted stock that took place in December 2003 and the adoption of SFAS No. 123 which was effective January 1, 2003.

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Liquidity

Cash and Liquidity. As of March 31, 2004, our principal sources of liquidity included cash, cash equivalents, and short-term investments of $105.7 million, compared to $105.4 million as of December 31, 2003. We generally invest our excess cash balances in low-risk, short-term investments to limit our exposure to market risks. We also have a $40 million revolving credit facility, under which there were no borrowings outstanding as of March 31, 2004. Our ability to borrow under the revolver is subject to a limitation of total indebtedness based upon the results of a leverage ratio calculation, and based upon the amount of CSG System, Inc.’s (one of our primary subsidiaries) current cash balance. As of March 31, 2004, approximately $27 million of the revolver was available to us. The revolving credit facility expires in February 2007.

Our cash balances as of March 31, 2004 and December 31, 2003 were located in the following geographical regions (in thousands):

	March 31, 2004		December 31, 2003
North America (principally the U.S.)	$	55,193	$	50,779
Europe, Middle East and Africa (principally Europe)		31,034		37,270
Asia Pacific		5,688		4,453
Central and South America		13,821		12,895
Total cash, equivalents and short-term investments	$	105,736	$	105,397

We generally have ready access to substantially all of our cash and short-term investment balances, but do face limitations on moving cash out of certain foreign jurisdictions. As of March 31, 2004, the cash and short-term investments subject to such limitations were not significant. In addition, our credit facility places certain restrictions on the amount of cash that can be freely transferred between certain operating subsidiaries. These restrictions are not expected to cause any liquidity issues at the individual subsidiary level in the foreseeable future.

Cash Flows From Operating Activities. We calculate our cash flows from operating activities in accordance with generally accepted accounting principles, beginning with net income, adding back the impact of non-cash items (e.g., depreciation, amortization, stock-based compensation expense, etc.), and then factoring in the impact of changes in working capital items. See our 2003 10-K for a description of the primary uses and sources of our cash flows from operating activities.

Our net cash flows provided by (used in) operating activities for the quarterly and year-to-date totals for the indicated periods were as follows (in thousands). These amounts are reflected in our Consolidated Statements of Cash Flows.

	Quarter Totals			Year-to- Date Totals
2003 (1):
March 31	$	22,222		$	22,222
June 30		37,141			59,363
September 30		39,446			98,809
December 31		(38,456	)		60,353
2004:
March 31(2)		31,965			31,965

⁽¹⁾ The negative cash flows from operating activities of $(38.5) million in the fourth quarter of 2003 relates primarily to the approximately $95 million paid to Comcast during the fourth quarter of 2003 as a result of the arbitration ruling. Absent this amount, we generated strong quarterly cash flows from operating

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activities for 2003, primarily as a result of our improved cash collections of our international accounts receivable during the last two quarters of 2003. This improved collections performance allowed us to pay amounts to Comcast with available corporate funds, without having to draw on our revolving credit agreement.

⁽²⁾ Cash flows from operations for the first quarter of 2004 reflects the impact of the approximately $25 million arbitration payment made to Comcast during the first quarter of 2004 and the receipt of the income tax refunds of approximately $34 million.

We believe this table illustrates our ability to consistently generate strong quarterly and annual cash flows, and the importance of managing our working capital items, in particular, timely collections of our accounts receivable. Absent any unusual fluctuations in working capital items, we expect our 2004 annual cash flows from operating activities to range from $90 million to $110 million, and expect the quarterly amounts to be somewhat consistent between quarters.

The key balance sheet items impacting our cash flows from operating activities are as follows.

Billed Accounts Receivable

Our billed accounts receivable balance by geographic region (based on the location of the client) as of the end of the indicated periods are as follows (in thousands):

	March 31, 2004			December 31, 2003
North America (principally the U.S.)	$	98,637		$	101,156
Europe, Middle East and Africa (principally Europe )		32,424			20,216
Asia Pacific		13,308			14,287
Central and South America		4,659			6,177
Total billed accounts receivable		149,028			141,836
Less allowance for doubtful accounts		(11,397	)		(11,145	)
Total billed accounts receivable, net of allowance	$	137,631		$	130,691

Management of our billed accounts receivable is one of the primary factors in maintaining strong quarterly cash flows from operating activities. Our billed trade accounts receivable balance includes billings for several non-revenue items (primarily postage, sales tax, and deferred revenue items). As a result, we evaluate our performance in collecting our accounts receivable through our calculation of days billings outstanding (“DBO”) rather than a typical days sales outstanding (“DSO”) calculation. DBO is calculated based on the billing for the period (including non-revenue items) divided by the average monthly net trade accounts receivable balance for the period. Our target range for our DBO is 65-75 days.

Our gross and net billed trade accounts receivable and related allowance for doubtful accounts receivable (“Allowance”), as of the end of the indicated periods, and our DBOs for the quarters then ended, are as follows (in thousands, except DBOs):

Quarter Ended	Gross		Allowance			Net Billed		DBO
2003:
March 31	$	182,573	$	(12,609	)	$	169,964	68
June 30		183,189		(14,093	)		169,096	79
September 30		162,810		(13,728	)		149,082	78
December 31		141,836		(11,145	)		130,691	67
2004:
March 31		149,028		(11,397	)		137,631	66

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The increase in the net billed accounts receivable balance between December 31, 2003 and March 31, 2004 relates primarily to the timing of new invoices and cash collections. The increase in billed accounts receivable and DBOs during the first and second quarter of 2003 is primarily the result of the increased aging of certain receivables within the GSS Division. During this time frame, we experienced collection problems with certain clients due to various administrative and client-specific matters. In particular, there were two large implementation projects in progress in India where we were executing on the implementation projects generally as expected, but we had built up a billed accounts receivable balance of approximately $23 million as of March 31, 2003. We resolved many of the issues that had caused the delays in collecting these amounts, and as a result, we significantly reduced the outstanding balances of these two clients as of December 31, 2003 to approximately $7 million. During the first quarter of 2004, we collected $3.6 million of the December 31, 2003 amounts, and expect to collect a substantial percentage of the remaining December 31, 2003 accounts receivable balances from these clients by the end of the second quarter of 2004. In addition, we sent new invoices of $3.9 million during the first quarter of 2004 related to additional products and services purchased by these clients, leaving the overall March 31, 2004 billed accounts receivable balance for these two clients relatively unchanged from December 31, 2003.

Unbilled Accounts Receivable and Other Receivables

Revenue earned and recognized prior to the scheduled billing date of an item is reflected as unbilled accounts receivable. Unbilled accounts receivable are an inherent characteristic of certain software and professional services transactions and may fluctuate between quarters, as these types of transactions typically have scheduled invoicing terms over several quarters, as well as certain milestone billing events. Our unbilled accounts receivable and other receivables as of the end of the indicated periods are as follows (in thousands):

2003:
March 31	$	25,555
June 30		27,093
September 30		25,498
December 31		18,042
2004:
March 31		14,409

We have consciously managed the unbilled receivables down, and going forward, we are targeting a range comparable to that of the last two quarters. The March 31, 2004 unbilled accounts receivable balance consists primarily of several projects with various milestone and contractual billing dates which have not yet been reached, and unbilled accounts receivable related to billing cutoffs for certain processing services. A substantial percentage of the March 31, 2004 unbilled accounts receivable are scheduled to be billed and collected by the end of the third quarter of 2004. However, there can be no assurances that the fees will be billed and collected within the expected time frames.

Income Taxes Receivable

We were in a domestic net operating loss (“NOL”) position for 2003 as a result of the Comcast $119.6 million arbitration charge discussed above. Our income tax receivable as of December 31, 2003 was $35.1 million, which resulted from our ability to claim a refund for 2003 income taxes already paid, and from our ability to carry back our NOL to prior years. During the first quarter of 2004, we received approximately $34 million of this income tax receivable, and identified additional income tax receivable amounts during our final preparation of our 2003 U.S. Federal income tax return, which was filed in March 2004. As a result, our March 31, 2004, income taxes receivable is $4.4 million, which is expected to be collected within the next 12 months.

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Deferred Revenue

Client payments and billed amounts due from clients in excess of revenue recognized are recorded as deferred revenue. Deferred revenue broken out by source of revenue as of the end of the indicated periods was as follows (in thousands):

	March 31, 2004		December 31, 2003		September 30, 2003		June 30, 2003		March 31, 2003		December 31, 2002
Processing	$	7,010	$	6,888	$	6,029	$	6,509	$	3,726	$	3,887
Software		8,518		5,017		6,406		6,471		5,035		2,854
Maintenance		36,093		34,593		32,701		38,985		38,140		30,994
Professional services		9,645		9,427		12,421		14,994		15,035		9,766
Total	$	61,266	$	55,925	$	57,557	$	66,959	$	61,936	$	47,501

The changes in total deferred revenues between December 31, 2003 and March 31, 2004 relates primarily to the timing of invoices for such products and services, and the related revenue recognition for such items. The majority of our maintenance agreements provide for invoicing of annual maintenance fees in the first and fourth fiscal quarters of the year.

Arbitration Charge Payable

The arbitration charge payable reflected in our Consolidated Financial Statements relates to the $119.6 million Comcast arbitration award. We paid approximately $95 million of this amount in the fourth quarter of 2003. During the first quarter of 2004, we paid the remaining approximately $25 million.

Investing Activities. Our investing activities typically consist of purchases of property and equipment and investments in client contracts intangible assets, and business acquisitions.

Purchases of Short-term Investments

We generally invest our excess cash balances in low-risk, short-term investments to limit our exposure to market risks. These short-term investments are readily convertible back into cash. During the first quarter of 2004, we purchased $1.2 million in short-term investments. The Company is currently evaluating the possible uses of its excess cash balances and may purchase additional short-term investments in the future.

Property and Equipment/Client Contracts

Our capital expenditures for the quarters ended March 31, 2004 and 2003 for property and equipment, and investments in client contracts were as follows (in thousands):

	2004		2003
Property and equipment	$	1,406	$	2,262
Client contracts		431		290

As of March 31, 2004, we did not have any material commitments for capital expenditures or for investments in client contracts intangible assets. Our budgeted capital expenditures for 2004 are approximately $15 million, which also represents the maximum amount that we can spend for this purpose in 2004 under our current credit agreement.

Business and Asset Acquisitions

Historically, our business model has not included a significant amount of business acquisition activity. However, in order to expand our international business, in 2002 we acquired several different businesses and related assets for $270.6 million. This consisted principally of the Kenan Business acquisition in February 2002. See our 2003 10-K for a more detailed discussion of our most recent acquisitions. During the three months ended March 31, 2004, our business acquisition activity was not significant at $0.3 million for the quarter. Our current credit agreement places certain restrictions upon acquisitions. As a result, we do not expect any significant acquisitions during 2004.

Financing Activities. We have had limited financing activities over the last several years, and historically, we have not been active in the capital markets.

Long-Term Debt

During the first quarter of 2004, we made the mandatory $30 million prepayment which was due no later than July 2004. This payment was made with the proceeds from our $34 million of income tax refunds received in March 2004.

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As of March 31, 2004, we were in compliance with both the financial and non-financial covenants of our amended credit agreement and expect to remain in compliance going forward. The total scheduled principal payments for the next twelve months is $19.6 million, with the first payment of $1.9 million due in June 2004. Our estimated interest expense for 2004 is approximately $13 million. See Note 9 to our Condensed Consolidated Financial Statements for a discussion of subsequent amendments made to the credit agreement during the first quarter of 2004.

Common Stock

Proceeds from the issuance of common stock relates to our various stock-based compensation plans. We do not expect any significant amount of cash from our stock-based compensation plans in 2004.

Repurchase of Common Stock

During the first quarter of 2004, we repurchased and then cancelled 16,589 shares of common stock pursuant to our stock-based compensation plans.

In 1999, our Board of Directors authorized us, at our discretion, to purchase up to a total of ten million shares of our common stock from time-to-time as market and business conditions warrant. We did not purchase any of our shares under the stock repurchase program during the three months ended March 31, 2004 or 2003. A summary of the activity to date for this repurchase program is as follows (in thousands, except per share amounts):

	2004	2003	2002		2001		2000		1999		Total
Shares repurchased	—	—		1,573		3,020		1,090		656		6,339
Total amount paid	—	—	$	18,920	$	109,460	$	51,088	$	20,242	$	199,710
Weighted-average price per share	—	—	$	12.02	$	36.25	$	46.87	$	30.88	$	31.51

At March 31, 2004, the total remaining number of shares available for repurchase under the program totaled 3.7 million shares. Our amended credit facility restricts the amount of common stock we can repurchase under our stock repurchase program to $50 million, and at this time, also restricts our ability to purchase any additional shares until we achieve a certain leverage ratio. We do not expect to achieve this leverage ratio in 2004 and as a result, we do not expect to purchase any shares under this program during 2004.

Capital Resources

We continue to make investments in client contracts, capital equipment, facilities, research and development, and at our discretion, may continue to make voluntary principal payments on our long-term debt. The scheduled principal payments on our long-term debt within the next 12 months are $19.6 million, with the first payment due on June 30, 2004 in the amount of $1.9 million. Although it is part of our growth strategy, we are not likely to enter into any significant business or asset acquisitions during 2004 as a result of the limitations placed on such activities by our credit agreement.

We believe that our current cash and short-term investments, together with cash expected to be generated from future operating activities, will be sufficient to meet our anticipated cash requirements through at least the next 12 months.

As discussed in greater detail above, our current debt agreement includes various restrictions on the use of our cash, and the free movement of cash between our subsidiaries. We believe we can modify our capital structure, either through an amendment to our current debt agreement or through alternative sources of capital resources, which may eliminate or significantly reduce these restrictions at costs similar to our current debt agreement. Our belief that we can modify our current capital structure, if necessary, is based primarily on our current expectations of future

32

operating profitability and future cash flows to be generated from operations. We are currently evaluating the various opportunities we believe exist for our capital structure.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

As discussed in our 2003 10-K, we are exposed to various market risks, including changes in interest rates and foreign currency exchange rates. Market risk is the potential loss arising from adverse changes in market rates and prices. We do not enter into derivatives or other financial instruments for trading or speculative purposes.

Interest Rate Risk. As of March 31, 2004, we had long-term debt of $198.9 million, consisting of a Tranche A Term Loan (“Tranche A”) with an outstanding balance of $59.8 million, a Tranche B Term Loan (“Tranche B”) with an outstanding balance of $139.1 million, and a revolving credit facility (the “Revolver”), with an outstanding balance of zero.

In March 2004, we made a $30 million mandatory prepayment on our credit facility using the proceeds from income tax refunds received in the first quarter of 2004. This $30 million mandatory prepayment, required under the First Amendment to the 2002 Credit Facility, was to be paid on or before July 30, 2004.

As a result of the mandatory prepayment, the combined scheduled maturities of Tranche A and Tranche B for the remainder of 2004 and for the remaining term of the 2002 Credit Facility are as follows (in thousands):

	Remainder of 2004		2005		2006		2007		2008		Total
Tranche A	$	14,392	$	19,623	$	20,655	$	5,164	$	—	$	59,834
Tranche B		745		1,423		1,423		101,714		33,786		139,091
Total payments	$	15,137	$	21,046	$	22,078	$	106,878	$	33,786	$	198,925

The interest rate features on our long-term debt are discussed in detail in our 2003 10-K. As of March 31, 2004, we have six-month LIBOR contracts that lock in the interest rates on $3.7 million of long-term debt until June 30, 2004, and have six-month LIBOR contracts that lock in the interest rates on $195.2 million of long-term debt until September 30, 2004. The interest rates on the LIBOR contracts that mature on June 30, 2004, are based upon a contracted LIBOR rate of 1.2125% (for a combined interest rate of 4.4625% for the Tranche A Loan and 4.7125% for the Tranche B Loan). The interest rates on the LIBOR contracts that mature on September 30, 2004, are based upon a contracted LIBOR rate of 1.16% (for a combined interest rate of 4.41% for the Tranche A Loan and 4.66% for the Tranche B Loan).

We continually evaluate whether we should enter into derivative financial instruments as an additional means to manage our interest rate risk, but as of the date of this filing, have not entered into such instruments. We believe the carrying amount of our long-term debt approximates its fair value due to the long-term debt’s variable interest rate features.

Foreign Exchange Rate Risk. Our approximate percentage of total revenues generated outside the U.S. for the years ended December 31, 2003 and 2002 was 32% and 25%, respectively. Our approximate percentage of total revenues generated outside the U.S. for the three months ended March 31, 2004 and 2003 was 26% and 25%, respectively. Refer to our 2003 10-K for further discussion of our foreign exchange rate risk.

We continue to evaluate whether we should enter into derivative financial instruments for the purposes of managing our foreign currency exchange rate risk, but, as of the date of this filing, we have not entered into such instruments. A hypothetical adverse change of 10% in the March 31, 2004 foreign currency exchange rates would not have a material impact upon our results of operations.

Market Risk Related to Short-term Investments. There have been no material changes to our market risks related to short-term investments during the three months ended March 31, 2004.

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Item 4. Controls and Procedures

(a) Disclosure Controls and Procedures

As required by Rule 13a-15(b), our management, including the Chief Executive Officer (“CEO”) and Chief Financial Officer (“CFO”), conducted an evaluation as of the end of the period covered by this report of the effectiveness of our disclosure controls and procedures as defined in Rule 13a-15(e). Based on that evaluation, the CEO and CFO concluded that our disclosure controls and procedures were effective as of the end of the period covered by this report.

(b) Internal Control Over Financial Reporting

As required by Rule 13a-15(d), our management, including the CEO and CFO, also conducted an evaluation of our internal control over financial reporting, as defined by Rule 13a-15(f), to determine whether any changes occurred during the quarter covered by this report that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting. Based on that evaluation, the CEO and CFO concluded that there has been no such change during the quarter covered by this report.

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CSG SYSTEMS INTERNATIONAL, INC.

PART II. OTHER INFORMATION

Item 1. Legal Proceedings

From time-to-time, we are involved in litigation relating to claims arising out of its operations in the normal course of business. In the opinion of our management, we are not presently a party to any material pending or threatened legal proceedings.

Item 2. Changes in Securities and Use of Proceeds

The following table presents information with respect to purchases of common stock of the Company made during the three months ended March 31, 2004 by CSG Systems International, Inc. or any “affiliated purchaser” of CSG Systems International, Inc., as defined in Rule 10b-18(a)(3) under the Exchange Act.

Period	Total Number of Shares Purchased1	Average Price Paid Per Share		Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs2	Maximum Number (or Approximate Dollar Value) of Shares that May Yet Be Purchased Under the Plan or Programs
January 1 - January 31	16,589	$	12.84	—	3,661,108
February 1 - February 29	—		N/A	—	3,661,108
March 1 - March 31	—		N/A	—	3,661,108
Total	16,589	$	12.84	—	3,661,108

¹ The total number of shares purchased represents shares purchased and cancelled in connection with minimum tax withholdings as the result of the vesting of restricted stock under the Company’s stock-based compensation plans.

² In August 1999, the Company’s Board of Directors approved a stock repurchase program which authorized the Company to purchase up to a total of five million shares of its common stock from time-to-time as business conditions warrant. In September 2001, the Board of Directors amended the program to authorize the Company to purchase up to a total of ten million shares. This column discloses the number of shares purchased pursuant to the stock repurchase plan during the indicated time periods.

Item 3-5. None

Item 6. Exhibits and Reports on Form 8-K

(a) Exhibits

2.34 Second Amendment, dated as of January 1, 2004, to the Amended and Restated Credit Agreement, dated February 28, 2002, among CSG Systems International, Inc., a Delaware corporation, CSG Systems Inc., a Delaware corporation, the several banks and other financial institutions or entities from time to time parties to the Credit Agreement, BNP Paribas, as administrative agent, Lehman Commercial Paper, Inc., as syndication agent, and Credit Lyonnais New York Branch, the Bank of Nova Scotia and Wells Fargo Bank, National Association, as co-documentation agents

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2.35	Third Amendment and Second Waiver, dated as of March 16, 2004, to the Amended and Restated Credit Agreement, dated February 28, 2002, among CSG Systems International, Inc., a Delaware corporation, CSG Systems Inc., a Delaware corporation, the several banks and other financial institutions or entities from time to time parties to the Credit Agreement, BNP Paribas, as administrative agent, Lehman Commercial Paper, Inc., as syndication agent, and Credit Lyonnais New York Branch, the Bank of Nova Scotia and Wells Fargo Bank, National Association, as co-documentation agents
10.02	CSG Employee Stock Purchase Plan
10.20	CSG Master Subscriber Management System Agreement between CSG Systems, Inc. and Comcast Cable Communications Management, LLC dated March 17, 2004
10.21	CSG Master Subscriber Management System Agreement between CSG Systems, Inc. and Echostar Satellite Corporation, dated April 1, 1999 and First, Second, Third, Fourth, Sixth, Eighth, Tenth, Eleventh, Twelfth, Thirteenth, Fourteenth, Fifteenth, Sixteenth, Seventeenth, Eighteenth, Nineteenth, Twentieth, Twenty-First, Twenty-Second, Twenty-Third, Twenty-Sixth, Twenty-Seventh, Twenty-Eighth, Twenty-Ninth, Thirtieth, Thirty-First, Thirty-Third, and Thirty-Fifth Amendments
31.01	Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.02	Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.01	Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
99.01	Safe Harbor for Forward-Looking Statements Under the Private Securities Litigation Reform Act of 1995 – Certain Cautionary Statements and Risk Factors

(b) Reports on Form 8-K

• Form 8-K dated March 17, 2004, under Item 5, Other Events and Regulation FD Disclosure, was filed with the Securities and Exchange Commission which included a press release dated March 17, 2004. The press release announced that the Company had signed a new contract with Comcast Cable

• Form 8-K dated March 17, 2004, under Item 5, Other Events and Regulation FD Disclosure, was filed with the Securities and Exchange Commission which included a press release dated March 17, 2004. The press release announced revised 2004 financial guidance as a result of the new Comcast Cable contract.

• Form 8-K dated April 27, 2004, under Item 12, Results of Operations and Financial Condition, was filed with the Securities and Exchange Commission which included a press release dated April 27, 2004. The press release announced the Company’s first quarter earnings release.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

Dated: May 10, 2004

CSG SYSTEMS INTERNATIONAL, INC.

/s/ Neal C. Hansen

Neal C. Hansen

Chairman and Chief Executive Officer

(Principal Executive Officer)

/s/ Peter E. Kalan

Peter E. Kalan

Executive Vice President and Chief Financial Officer

(Principal Financial Officer)

/s/ Randy R. Wiese

Randy R. Wiese

Senior Vice President and Chief Accounting Officer

(Principal Accounting Officer)

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CSG SYSTEMS INTERNATIONAL, INC.

INDEX TO EXHIBITS

Exhibit Number	Description
2.34	Second Amendment, dated as of January 1, 2004, to the Amended and Restated Credit Agreement, dated February 28, 2002, among CSG Systems International, Inc., a Delaware corporation, CSG Systems Inc., a Delaware corporation, the several banks and other financial institutions or entities from time to time parties to the Credit Agreement, BNP Paribas, as administrative agent, Lehman Commercial Paper, Inc., as syndication agent, and Credit Lyonnais New York Branch, the Bank of Nova Scotia and Wells Fargo Bank, National Association, as co-documentation agents
2.35	Third Amendment and Second Waiver, dated as of March 16, 2004, to the Amended and Restated Credit Agreement, dated February 28, 2002, among CSG Systems International, Inc., a Delaware corporation, CSG Systems Inc., a Delaware corporation, the several banks and other financial institutions or entities from time to time parties to the Credit Agreement, BNP Paribas, as administrative agent, Lehman Commercial Paper, Inc., as syndication agent, and Credit Lyonnais New York Branch, the Bank of Nova Scotia and Wells Fargo Bank, National Association, as co-documentation agents
10.02	CSG Employee Stock Purchase Plan
10.20*	CSG Master Subscriber Management System Agreement between CSG Systems, Inc. and Comcast Cable Communications Management, LLC dated March 17, 2004
10.21*	CSG Master Subscriber Management System Agreement between CSG Systems, Inc. and Echostar Satellite Corporation, dated April 1, 1999 and First, Second, Third, Fourth, Sixth, Eighth, Tenth, Eleventh, Twelfth, Thirteenth, Fourteenth, Fifteenth, Sixteenth, Seventeenth, Eighteenth, Nineteenth, Twentieth, Twenty-First, Twenty-Second, Twenty-Third, Twenty-Sixth, Twenty-Seventh, Twenty-Eighth, Twenty-Ninth, Thirtieth, Thirty-First, Thirty-Third, and Thirty-Fifth Amendments
31.01	Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.02	Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.01	Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
99.01	Safe Harbor for Forward-Looking Statements Under the Private Securities Litigation Reform Act of 1995 – Certain Cautionary Statements and Risk Factors

* Portions of the exhibit have been omitted pursuant to an application for confidential treatment, and the omitted portions have been filed separately with the Commission.

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EX-2.34

Exhibit 2.34

EXECUTION COPY

SECOND AMENDMENT, dated as of January 1, 2004 (this “Amendment”), to the AMENDED AND RESTATED CREDIT AGREEMENT, dated as of February 28, 2002 (as heretofore amended, supplemented or otherwise modified, the “Credit Agreement”), among CSG SYSTEMS INTERNATIONAL, INC., a Delaware corporation (“Holdings”), CSG SYSTEMS, INC., a Delaware corporation (the “Borrower”), the several banks and other financial institutions or entities from time to time parties to the Credit Agreement (the “Lenders”), BNP PARIBAS, as administrative agent (in such capacity, the “Administrative Agent”), LEHMAN COMMERCIAL PAPER INC., as syndication agent (in such capacity, the “Syndication Agent”), and CREDIT LYONNAIS NEW YORK BRANCH, THE BANK OF NOVA SCOTIA and WELLS FARGO BANK, NATIONAL ASSOCIATION, as co-documentation agents.

W I T N E S S E T H :

WHEREAS, pursuant to the Credit Agreement, the Lenders have made loans and other extensions of credit to the Borrower on the terms set forth in the Credit Agreement;

WHEREAS, the Borrower has requested that the Lenders agree to amend certain provisions of the Credit Agreement; and

WHEREAS, the Lenders have agreed to such requested amendments on the terms and conditions contained herein;

NOW, THEREFORE, the parties hereto hereby agree as follows:

SECTION 1. DEFINITIONS. Unless otherwise defined herein, all capitalized terms used herein shall have the meanings given to them in the Credit Agreement.

SECTION 2. AMENDMENTS.

2.1 Amendment to Section 1.1 (Defined Terms). Section 1.1 of the Credit Agreement is hereby amended by amending the defined term “Responsible Officer” therein by adding immediately after “chief financial officer” a reference to “, principal accounting officer”.

2.2 Amendment to Section 7.6 (Limitation on Restricted Payments). Section 7.6(d) of the Credit Agreement is hereby amended by (i) deleting the “and” immediately prior to clause (ii) thereof and substituting in lieu thereof a comma, and (ii) adding immediately prior to the semicolon at the end thereof the following:

“and (iii) repurchase Capital Stock of Holdings issued pursuant to a stock incentive plan of Holdings or any of its Subsidiaries in such amounts as may be necessary to satisfy the tax withholding requirements under applicable law with respect to such Capital Stock”.

2.3 Exhibit B. Exhibit B to the Credit Agreement is hereby amended to read in its entirety as set forth on Exhibit C hereto.

SECTION 3. MISCELLANEOUS.

3.1 Conditions to Effectiveness. This Amendment shall become effective as of the date set forth above upon satisfaction (or waiver) of the following conditions (such date on which such conditions have been satisfied or waived, the “Amendment Effective Date”):

(a) The Administrative Agent shall have received an executed counterpart of this Amendment duly executed and delivered by the Borrower and Holdings;

(b) The Administrative Agent shall have received executed Lender Consent Letters in the form attached hereto as Exhibit A (the “Lender Consent Letter”) from the Required Lenders consenting to the execution of this Amendment by the Administrative Agent; and

(c) The Administrative Agent shall have received an executed Acknowledgment and Consent in the form attached hereto as Exhibit B from each Subsidiary Guarantor.

3.2 Representation and Warranties. Holdings and the Borrower represent and warrant to the Agents and the Lenders that (i) all representations and warranties made by the Loan Parties in the Loan Documents are true and correct in all material respects on and as of the Amendment Effective Date, after giving effect to this Amendment, as if made on and as of the Amendment Effective Date and (ii) no Default or Event of Default shall have occurred and be continuing as of the Amendment Effective Date after giving effect to this Amendment.

3.3 Continuing Effect; No Other Waivers or Amendments. This Amendment shall not constitute an amendment or waiver of or consent to any provision of the Credit Agreement and the other Loan Documents not expressly referred to herein and shall not be construed as an amendment, waiver or consent to any action on the part of the Borrower that would require an amendment, waiver or consent of the Administrative Agent or the Lenders except as expressly stated herein. Except as expressly amended hereby, the provisions of the Credit Agreement and the other Loan Documents are and shall remain in full force and effect in accordance with their terms.

3.4 Counterparts. This Amendment may be executed in any number of separate counterparts by the parties hereto (including by telecopy), each of which counterparts when so executed shall be an original, but all the counterparts shall together constitute one and the same instrument.

3.5 Payment of Fees and Expenses. The Borrower agrees to pay or reimburse the Administrative Agent and the Syndication Agent for all of their reasonable out-of-pocket costs and reasonable expenses incurred in connection with this Amendment, any other documents prepared in connection herewith and the transactions contemplated hereby, including without limitation, the reasonable fees and disbursements of counsel to the Administrative Agent and the Syndication Agent.

2

3.6 GOVERNING LAW. THIS AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES UNDER THIS AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.

[The remainder of this page is intentionally left blank.]

3

IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed and delivered by their respective duly authorized officers as of the date first above written.

CSG SYSTEMS INTERNATIONAL, INC.
By:	/s/ Peter E. Kalan
	Name:    Peter E. Kalan
	Title:      EVP and CFO
CSG SYSTEMS, INC.
By:	/s/ Peter E. Kalan
	Name:    Peter E. Kalan
	Title:      EVP and CFO
BNP PARIBAS, as Administrative Agent
By:	/s/ Susan Bowes
	Name:    Susan Bowes
	Title:      Director
By:	/s/ Eric Toizer
	Name:    Eric Toizer
	Title:      Managing Director

4

EXHIBIT A

LENDER CONSENT LETTER

SECOND AMENDMENT TO

AMENDED AND RESTATED CREDIT AGREEMENT

To: BNP Paribas, as Administrative Agent

c/o Simpson Thacher & Bartlett LLP

425 Lexington Avenue

New York, New York 10017

Re: Second Amendment to Amended and Restated Credit Agreement

Ladies and Gentlemen:

Reference is made to the AMENDED AND RESTATED CREDIT AGREEMENT, dated as of February 28, 2002 (as heretofore amended, supplemented or otherwise modified, the “Credit Agreement”), among CSG SYSTEMS INTERNATIONAL, INC., a Delaware corporation (“Holdings”), CSG SYSTEMS, INC., a Delaware corporation (the “Borrower”), the several banks and other financial institutions or entities from time to time parties to the Credit Agreement (the “Lenders”), BNP PARIBAS, as administrative agent (in such capacity, the “Administrative Agent”), LEHMAN COMMERCIAL PAPER INC., as syndication agent (in such capacity, the “Syndication Agent”), and CREDIT LYONNAIS NEW YORK BRANCH, THE BANK OF NOVA SCOTIA and WELLS FARGO BANK, NATIONAL ASSOCIATION, as co-documentation agents. Unless otherwise defined herein, all capitalized terms used herein shall have the meanings given to them in the Credit Agreement.

The Borrower has requested that the Lenders consent to amend and waive certain provisions of the Credit Agreement on the terms described in the Second Amendment to which a form of this Lender Consent Letter is attached as Exhibit A (the “Amendment”).

Pursuant to Section 10.1 of the Credit Agreement, the undersigned Lender hereby consents to the execution by the Administrative Agent of the Amendment.

Very truly yours,

(NAME OF LENDER)

By:

Name:

Title:

Dated:                             , 2004

EXHIBIT B

ACKNOWLEDGMENT AND CONSENT

Each of the undersigned parties (the “Grantors”) to the Amended and Restated Guarantee and Collateral Agreement, dated as of February 28, 2002, as amended, supplemented or otherwise modified from time to time, made by the undersigned in favor of the Administrative Agent for the benefit of the Lenders, hereby (a) consents to the transactions contemplated by the Second Amendment, dated as of January 1, 2004, to the Credit Agreement (the “Amendment”), (b) represents and warrants to the Agents and the Lenders that the representations and warranties made in the Amendment in respect of such Grantor are true and correct in all material respects and (c) acknowledges and agrees that the guarantees and grants of security interests contained in such Amended and Restated Guarantee and Collateral Agreement and in the other Security Documents are, and shall remain, in full force and effect after giving effect to the Amendment and all prior modifications to such Amended and Restated Guarantee and Collateral Agreement.

CSG SYSTEMS INTERNATIONAL, INC.
By:	/s/ Peter E. Kalan
	Name:    Peter E. Kalan Title:      EVP and CFO
CSG SYSTEMS, INC.
By:	/s/ Peter E. Kalan
	Name:    Peter E. Kalan Title:      EVP and CFO
PLANET CONSULTING, INC.
By:	/s/ Peter E. Kalan
	Name:    Peter E. Kalan Title:      VP and Treasurer
CSG SOFTWARE, INC.
By:	/s/ Peter E. Kalan
	Name:    Peter E. Kalan Title:      VP

CSG AMERICAS HOLDING, INC.
By:	/s/ Peter E. Kalan
	Name:    Peter E. Kalan Title:      President
CSG CANADA HOLDINGS, INC.
By:	/s/ Peter E. Kalan
	Name:    Peter E. Kalan Title:      VP
CSG SYSTEMS CANADA CORP.
By:	/s/ Peter E. Kalan
	Name:    Peter E. Kalan Title:      VP
CSG SERVICES, INC.
By:	/s/ Peter E. Kalan
	Name:    Peter E. Kalan Title:      VP

EXHIBIT C

EXHIBIT B

to the Credit Agreement

FORM OF COMPLIANCE CERTIFICATE

This Compliance Certificate is delivered pursuant to Section 6.2 of the Amended and Restated Credit Agreement, dated as of February 28, 2002 (as amended, supplemented or modified from time to time, the “Credit Agreement”), among CSG Systems International, Inc., a Delaware corporation (“Holdings”), CSG Systems, Inc., a Delaware corporation (the “Borrower”), the Lenders parties thereto, BNP Paribas, as Administrative Agent, Lehman Commercial Paper Inc., as Syndication Agent, and Credit Lyonnais New York Branch, The Bank of Nova Scotia and Wells Fargo Bank, National Association, as Co-Documentation Agents. Terms defined in the Credit Agreement are used herein as therein defined.

The undersigned hereby certifies, solely in his or her capacity as [Chief Executive Officer] [Chief Financial Officer] [President] [Treasurer] [Principal Accounting Officer] of Holdings and not in his or her individual capacity, to the Arrangers, the Agents and the Lenders as follows:

1. I am the duly elected, qualified and acting [Chief Executive Officer] [Chief Financial Officer] [President] [Treasurer] [Principal Accounting Officer] of Holdings.

2. I have reviewed and am familiar with the contents of this Certificate.

3. I have reviewed the terms of the Credit Agreement and the Loan Documents and have made or caused to be made under my supervision, a review in reasonable detail of the transactions and condition of Holdings, the Borrower and their respective Subsidiaries during the accounting period covered by the financial statements attached hereto as Attachment 1 (the “Financial Statements”). Except as set forth in Attachment 2 attached hereto, such review did not disclose the existence during or at the end of the accounting period covered by the Financial Statements, and I have no knowledge of the existence, as of the date of this Certificate, of any condition or event which constitutes a Default or Event of Default that has occurred and is continuing on the date hereof.

4. The information furnished in Attachment 3 attached hereto, comprising the computations showing compliance with the covenants set forth in Sections 7.1, 7.2, 7.3, 7.5, 7.6, 7.7 and 7.8 of the Credit Agreement was true, accurate and complete as of the last day of the fiscal quarter immediately preceding the date of this Certificate.

5. Since the Closing Date:

(a) No Loan Party has changed its name, organizational identification number or corporate structure;

(b) No Loan Party has changed its jurisdiction of organization; and

(c) No Loan Party has formed or acquired a new Subsidiary,

except, in each case, (i) any of the foregoing that has been previously disclosed in writing to the Administrative Agent and in respect of which the applicable Loan Party has delivered to the Administrative Agent all filings required by Section 5.5 of the Guarantee and Collateral Agreement and (ii) any of the foregoing described in Attachment 4 attached hereto in respect of which Holdings is delivering to the Administrative Agent herewith all filings required by Section 5.5 of the Guarantee and Collateral Agreement.

6. No Loan Party has acquired any Intellectual Property necessary or material to the conduct of the business of such Loan Party as currently conducted, as determined by such Loan Party in its best business judgment during [the period from the Closing Date to the last day of] the most recent fiscal quarter of Holdings to which this certificate relates, other than the Intellectual Property described in Attachment 5 attached hereto.

7. Since the Closing Date:

(a) No Loan Party has acquired any Property of the type described in Section 6.9(a) of the Credit Agreement as to which the Administrative Agent does not have a perfected Lien pursuant to the Security Documents;

(b) No Loan Party has acquired any fee interest in any real property having a value (together with improvements thereof) of at least $10,000,000;

(c) No Loan Party has formed or acquired any Subsidiary (and no Foreign Subsidiary that was an Excluded Foreign Subsidiary has ceased to be an Excluded Foreign Subsidiary); and

(d) No Loan Party has acquired or formed any Excluded Foreign Subsidiary;

except, in each case, (i) any of the foregoing that has been previously disclosed in writing to the Administrative Agent and in respect of which Holdings and its Subsidiaries, as applicable, have taken all actions required by Section 6.9 of the Credit Agreement with respect thereto and (ii) any of the foregoing described in Attachment 4 hereto in respect of which Holdings and its Subsidiaries, as applicable, are concurrently herewith (or, within the periods permitted under Section 6.9) taking all actions required by Section 6.9 of the Credit Agreement with respect thereto.

2

IN WITNESS WHEREOF, the undersigned has executed this Compliance Certificate as of the date set forth below.

CSG SYSTEMS INTERNATIONAL, INC.
By:
	Title:

Date:                     , 200  

3

Attachment 1

to Exhibit B

[Attach Financial Statements]

Attachment 2

to Exhibit B

Existing Defaults or Events of Default

Attachment 3

to Exhibit B

The information described herein is as of                     , 200  , and pertains to the period from                     , 200   to                     , 200  .

[Set forth Covenant Calculations]

Attachment 4

to Exhibit B

Disclosure of Events Pursuant to Section 5.5 of Guarantee and Collateral

Agreement and Sections 6.2(b) and 6.9 of the Credit Agreement

Attachment 5

to Exhibit B

Intellectual Property

EX-2.35

Exhibit 2.35

EXECUTION COPY

THIRD AMENDMENT AND SECOND WAIVER, dated as of March 16, 2004 (this “Amendment”), to and under the AMENDED AND RESTATED CREDIT AGREEMENT, dated as of February 28, 2002 (as heretofore amended, supplemented or otherwise modified, the “Credit Agreement”), among CSG SYSTEMS INTERNATIONAL, INC., a Delaware corporation (“Holdings”), CSG SYSTEMS, INC., a Delaware corporation (the “Borrower”), the several banks and other financial institutions or entities from time to time parties to the Credit Agreement (the “Lenders”), BNP PARIBAS, as administrative agent (in such capacity, the “Administrative Agent”), LEHMAN COMMERCIAL PAPER INC., as syndication agent (in such capacity, the “Syndication Agent”), and CREDIT LYONNAIS NEW YORK BRANCH, THE BANK OF NOVA SCOTIA and WELLS FARGO BANK, NATIONAL ASSOCIATION, as co-documentation agents.

W I T N E S S E T H :

WHEREAS, pursuant to the Credit Agreement, the Lenders have made loans and other extensions of credit to the Borrower on the terms set forth in the Credit Agreement;

WHEREAS, the Borrower has requested that the Lenders agree to amend certain provisions of the Credit Agreement; and

WHEREAS, the Lenders have agreed to such requested amendments on the terms and conditions contained herein;

NOW, THEREFORE, the parties hereto hereby agree as follows:

SECTION 1. DEFINITIONS.

Unless otherwise defined herein, all capitalized terms used herein shall have the meanings given to them in the Credit Agreement.

SECTION 2. AMENDMENT.

2.1 Amendment to Section 1.1 (Defined Terms). Section 1.1 is hereby amended by adding the following definitions in their appropriate alphabetical order:

““Comcast Customer Services Agreement”: the CSG Master Subscriber Management System Agreement, between the Borrower and Comcast Cable Communications Management, LLC, to be entered into on or about March 17, 2004, substantially in the form of the draft thereof delivered to the Lenders on March 12, 2004, including all exhibits and schedules thereto, together with any non-material amendments, supplements or other modifications thereto prior to the execution thereof that are reasonably satisfactory to the Administrative Agent and as the same may be further amended, supplemented or otherwise modified from time to time in accordance with Section 7.17.

“Third Amendment Effective Date”: as defined in the Third Amendment and Second Waiver, dated as of March 16, 2004, to this Agreement.”.

2.2 Amendment to Section 4.21 (AT&T Customer Services Agreement). Section 4.21 is hereby amended by deleting such Section in its entirety and substituting in lieu thereof “Section 4.21. [Intentionally omitted.]”.

2.3 Amendment to Section 6.2(h) (Certificates: Other Information). Section 6.2(h) of the Credit Agreement is hereby amended by deleting clause (ii) in its entirety and substituting in lieu thereof the following new clause (ii):

“(ii) a report indicating the number of Connected Subscribers (as such term is defined in the Comcast Customer Services Agreement) of the Customer (as so defined) processed by the Borrower and its Subsidiaries during such month,”.

2.4 Amendment to Section 6.7(g) (Notices). Section 6.7(g) of the Credit Agreement is hereby amended by deleting from clause (ii) thereof the following:

“(A) in the case of the AT&T Customer Services Agreement, $0.4755 or (B) in the case of any other Material Services Contracts,”.

2.5 Amendment to Section 7.17 (Limitation on Amendments to Other Documents). Section 7.17 of the Credit Agreement is hereby amended by deleting clauses (c) and (d) in such Section in their entirety and substituting in lieu thereof the following:

“or (c) amend, supplement or otherwise modify, or suffer to exist any amendment, supplement or other modification (whether pursuant to an amendment, waiver, arbitration ruling, litigation or otherwise) of, the terms and conditions of the Comcast Customer Services Agreement in the form thereof on the Third Amendment Effective Date, if such amendment, supplement or modification, together with all other such amendments, supplements or other modifications occurring after the Third Amendment Effective Date would (i) reduce the term thereof, (ii) have the effect of reducing (A) the Minimums contained in the Comcast Customer Services Agreement or (B) the Discontinuance Fee (as defined in the Comcast Customer Services Agreement) or (iii) reasonably be expected to have a Material Adverse Effect”.

SECTION 3. WAIVER. The Lenders hereby waive the provisions of the Credit Agreement to the extent, but only to the extent, necessary to permit the Borrower to execute and deliver (a) the Comcast Customer Services Agreement and (b) the Confidential Settlement Agreement and Mutual Release, between the Borrower and Comcast Cable Communications Management LLC, to be entered into on or about March 17, 2004, substantially in the form of the draft thereof delivered to the Lenders on March 12, 2004, including all exhibits and schedules thereto, together with any non-material amendments, supplements or other modifications thereto prior to the execution thereof that are reasonably satisfactory to the Administrative Agent.

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SECTION 4. MISCELLANEOUS.

4.1 Conditions to Effectiveness. This Amendment shall become effective on the date (the “Third Amendment Effective Date”) on which the following conditions are satisfied (or waived):

(a) The Administrative Agent shall have received an executed counterpart of this Amendment duly executed and delivered by the Borrower and Holdings;

(b) The Administrative Agent shall have received executed Lender Consent Letters in the form attached hereto as Exhibit A (the “Lender Consent Letter”) from the Required Lenders consenting to the execution of this Amendment by the Administrative Agent;

(c) The Administrative Agent shall have received an executed Acknowledgment and Consent (the “Acknowledgement and Consent”; together with this Amendment, the “Amendment Documentation”) in the form attached hereto as Exhibit B from each Subsidiary Guarantor;

(d) The Administrative Agent shall have received for the account of each Lender executing and delivering a Lender Consent Letter on or before 7:00 P.M., New York time, on March 16,2004, an amendment fee equal to 0.10% of the Aggregate Exposure of such Lender.

4.2 Representation and Warranties. Holdings and the Borrower represent and warrant to the Agents and the Lenders that (i) all representations and warranties made by the Loan Parties in the Loan Documents and in the Amendment Documentation are true and correct in all material respects on and as of the Third Amendment Effective Date, after giving effect to this Amendment, as if made on and as of the Third Amendment Effective Date (except for any such representations and warranties that are stated to relate to a particular date or dates, in which case such representations and warranties were true and correct in all material respects as of such particular date or dates) and (ii) no Default or Event of Default shall have occurred and be continuing as of the Third Amendment Effective Date after giving effect to this Amendment.

4.3 Continuing Effect; No Other Waivers or Amendments. This Amendment shall not constitute an amendment or waiver of or consent to any provision of the Credit Agreement and the other Loan Documents not expressly referred to herein and shall not be construed as an amendment, waiver or consent to any action on the part of the Borrower that would require an amendment, waiver or consent of the Administrative Agent or the Lenders except as expressly stated herein. Except as expressly amended hereby, the provisions of the Credit Agreement and the other Loan Documents are and shall remain in full force and effect in accordance with their terms.

4.4 Counterparts. This Amendment may be executed in any number of separate counterparts by the parties hereto (including by telecopy), each of which counterparts when so executed shall be an original, but all the counterparts shall together constitute one and the same instrument.

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4.5 Payment of Fees and Expenses. The Borrower agrees to pay or reimburse the Administrative Agent and the Syndication Agent for all of their reasonable out-of-pocket costs and reasonable expenses incurred in connection with this Amendment, any other documents prepared in connection herewith and the transactions contemplated hereby, including, without limitation, the reasonable fees and disbursements of counsel to the Administrative Agent and the Syndication Agent.

4.6 GOVERNING LAW. THIS AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES UNDER THIS AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.

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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed and delivered by their respective duly authorized officers as of the date first above written.

CSG SYSTEMS INTERNATIONAL, INC.
By:	/s/ Peter E. Kalan
	Name: Peter E. Kalan
	Title: EVP and CFO
CSG SYSTEMS, INC.
By:	/s/ Peter E. Kalan
	Name: Peter E. Kalan
	Title: EVP and CFO
BNP PARIBAS, as Administrative Agent
By:	/s/ Susan Bowes
	Name: Susan Bowes
	Title: Director
By:	/s/ Eric Toizer
	Name: Eric Toizer
	Title: Managing Director

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EXHIBIT A

LENDER CONSENT LETTER

THIRD AMENDMENT TO

AMENDED AND RESTATED CREDIT AGREEMENT

To: BNP Paribas, as Administrative Agent

c/o Simpson Thacher & Bartlett LLP

425 Lexington Avenue

New York, New York 10017

Re: Third Amendment to Amended and Restated Credit Agreement

Ladies and Gentlemen:

Reference is made to the AMENDED AND RESTATED CREDIT AGREEMENT, dated as of February 28, 2002 (as heretofore amended, supplemented or otherwise modified, the “Credit Agreement”), among CSG SYSTEMS INTERNATIONAL, INC., a Delaware corporation (“Holdings”), CSG SYSTEMS, INC., a Delaware corporation (the “Borrower”), the several banks and other financial institutions or entities from time to time parties to the Credit Agreement (the “Lenders”), BNP PARIBAS, as administrative agent (in such capacity, the “Administrative Agent”), LEHMAN COMMERCIAL PAPER INC., as syndication agent (in such capacity, the “Syndication Agent”), and CREDIT LYONNAIS NEW YORK BRANCH, THE BANK OF NOVA SCOTIA and WELLS FARGO BANK, NATIONAL ASSOCIATION, as co-documentation agents. Unless otherwise defined herein, all capitalized terms used herein shall have the meanings given to them in the Credit Agreement.

The Borrower has requested that the Lenders consent to amend certain provisions of the Credit Agreement on the terms described in the Third Amendment and Second Waiver to which a form of this Lender Consent Letter is attached as Exhibit A (the “Amendment”).

Pursuant to Section 10.1 of the Credit Agreement, the undersigned Lender hereby consents to the execution by the Administrative Agent of the Amendment.

Very truly yours,

(NAME OF LENDER)

By:

Name:

Title:

Dated:                      , 2004

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ACKNOWLEDGMENT AND CONSENT

Each of the undersigned parties (the “Grantors”) to the Amended and Restated Guarantee and Collateral Agreement, dated as of February 28, 2002, as amended, supplemented or otherwise modified from time to time, made by the undersigned in favor of the Administrative Agent for the benefit of the Lenders, hereby (a) consents to the transactions contemplated by the Third Amendment and Second Waiver, dated as of March 16, 2004, to and under the Credit Agreement (the “Amendment”), (b) represents and warrants to the Agents and the Lenders that the representations and warranties made in the Amendment in respect of such Grantor are true and correct in all material respects, and (c) acknowledges and agrees that the guarantees and grants of security interests contained in such Amended and Restated Guarantee and Collateral Agreement and in the other Security Documents are, and shall remain, in full force and effect after giving effect to the Third Amendment and all prior modifications to such Amended and Restated Guarantee and Collateral Agreement.

CSG SYSTEMS INTERNATIONAL, INC.
By:	/s/ Peter E. Kalan
	Name: Peter E. Kalan
	Title: EVP and CFO

CSG SYSTEMS INC.
By:	/s/ Peter E. Kalan
	Name: Peter E. Kalan
	Title: EVP and CFO

PLANET CONSULTING, INC.
By:	/s/ Peter E. Kalan
	Name: Peter E. Kalan
	Title: VP and Treasurer

CSG SOFTWARE, INC.
By:	/s/ Peter E. Kalan
	Name: Peter E. Kalan
	Title: VP

CSG AMERICAS HOLDING, INC.
By:	/s/ Peter E. Kalan
	Name: Peter E. Kalan
	Title: President

CSG CANADA HOLDINGS, INC.
By:	/s/ Peter E. Kalan
	Name: Peter E. Kalan
	Title: VP

CSG SYSTEMS CANADA CORP.
By:	/s/ Peter E. Kalan
	Name: Peter E. Kalan
	Title: VP

EX-10.02

Exhibit 10.02

CSG SYSTEMS INTERNATIONAL, INC.

1996 EMPLOYEE STOCK PURCHASE PLAN

ARTICLE I

GENERAL

1.1 Purpose of the Plan. The purpose of the CSG Systems International, Inc. 1996 Employee Stock Purchase Plan (the “Plan”) is to provide Eligible Employees of the Company and its Subsidiaries with a program for the regular purchase of Shares from the Company through periodic payroll deductions and dividend reinvestments, thereby giving Participants the opportunity to acquire a proprietary interest in the success of the Company. The Plan authorizes the sale and issuance of Shares pursuant to sub-plans adopted by the Company and, to the extent permitted under applicable law, by the Chief Executive Officer of the Company or his or her delegate which are designed to achieve desired tax or other objectives in particular locations outside of the United States.

1.2 Definitions. For purposes of the Plan, the following words and phrases shall have the meanings indicated, unless the context clearly indicates otherwise:

(a) “Adjusted Price” means an amount equal to eighty-five percent (85%) of the Fair Market Value on the last trading day of the Plan Month for which an Adjusted Price is being determined.

(b) “Agent” means the independent agent appointed pursuant to Section 1.4.

(c) “Company” means CSG Systems International, Inc., a Delaware corporation.

(d) “Eligible Employee” means a person who is of majority age in his or her domicile state or other applicable jurisdiction and is a full-time or part-time employee of the Company or a Subsidiary, except that a temporary employee and an employee who has been designated by the Board of Directors of the Company as an executive officer of the Company or is otherwise subject to the provisions of Section 16(b) of the Securities Exchange Act of 1934 shall not be eligible to participate in the Plan.

(e) “Fair Market Value” means the last sale price of the Shares as quoted on the Nasdaq National Market System on the trading day for which the

determination is being made, or, in the event that no such sale takes place on such day, the average of the reported closing bid and asked prices on such day, or, if the Shares are listed on a national securities exchange, the last reported sale price on the principal national securities exchange on which the Shares are listed or admitted to trading on the trading day for which the determination is being made, or, if no such reported sale takes place on such day, the average of the closing bid and asked prices on such day on the principal national securities exchange on which the Shares are listed or admitted to trading, or, if the Shares are neither quoted on such National Market System nor listed or admitted to trading on a national securities exchange, the average of the closing bid and asked prices in the over-the-counter market on the day for which the determination is being made as reported through Nasdaq, or, if bid and asked prices for the Shares on such day are not reported through Nasdaq, the average of the bid and asked prices for such day as furnished by any New York Stock Exchange member firm regularly making a market in the Shares selected for such purpose by the Chief Executive Officer of the Company, or, if none of the foregoing is applicable, the fair market value of the Shares as determined in good faith by the Chief Executive Officer of the Company in his sole discretion.

(f) “Participant” means an Eligible Employee who has elected to participate in the Plan pursuant to Section 2.1.

(g) “Plan Month” means each calendar month during the term of the Plan.

(h) “Shares” means shares of Common Stock, $0.01 par value per share, of the Company.

(i) “Subsidiary” means a corporation or other entity of which not less than 50% of the voting shares or other voting interests are held by the Company or a Subsidiary, whether or not such corporation or other entity now exists or hereafter is organized or acquired by the Company or a Subsidiary. The plural form of such word is “Subsidiaries”.

1.3 Effective Date and Term of Plan. The Plan shall become effective on September 1, 1996. The Plan shall remain in effect indefinitely, subject to termination by the Board of Directors of the Company as of the end of any Plan Month and subject to the provisions of Section 1.5.

1.4 Appointment and Removal of the Agent. The Company shall appoint an independent bank, trust company, brokerage firm, or other financial institution to administer the Plan (including but not limited to the establishment of such procedures as reasonably may be necessary to accomplish such administration in a manner consistent with the purposes of the Plan), keep the records of the Plan reflecting the interests of Participants, hold Shares acquired under the Plan on behalf of Participants, and generally act as the agent of Participants in the manner and to the extent provided in the Plan. The Agent may resign at any time by giving written notice of such

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resignation to the Company at least thirty (30) days prior to the effective date of such resignation. The Company may remove the Agent at any time by giving written notice of such removal to the Agent at least thirty (30) days prior to the effective date of such removal. In the event of the resignation or removal of the Agent, the Company promptly shall appoint a new Agent. The Company shall provide the names and addresses of all Participants to the Agent to facilitate direct communications by the Agent to the Participants.

1.5 Shares Available Under the Plan. The maximum number of Shares which the Company may issue under the Plan is 250,000. In the event of an increase in the number of outstanding Shares by reason of a stock dividend or stock split, the number of Shares remaining available for issuance under the Plan shall be increased proportionately.

1.6 Action by the Company. Whenever an action is required by or permitted to the Company under the Plan, unless otherwise expressly provided by the Plan or the Board of Directors of the Company, such action shall be taken by the Chief Executive Officer of the Company or his or her delegate.

ARTICLE II

PLAN PARTICIPATION

2.1 Enrollment and Payroll Deductions. Participation in the Plan is voluntary. An Eligible Employee may elect to participate in the Plan by completing and delivering to the Company enrollment and payroll deduction authorization forms prescribed by the Company authorizing periodic payroll deductions by the Company from such Eligible Employee’s wages of the periodic amount specified by such Eligible Employee. Payroll deductions with respect to an Eligible Employee shall commence as soon as administratively practicable but not later than the first payroll date in the Plan Month next following the Plan Month in which the enrollment and payroll deduction authorization forms of such Eligible Employee are received and accepted by the Company. If a Participant’s wages are paid on a biweekly schedule, then the biweekly payroll deduction amount specified by such Participant in his or her payroll deduction authorization form must be a minimum of $10.00 and may not exceed $500.00; in the case of Participants whose compensation is paid in a currency other than United States dollars, the applicable limits shall be the approximate equivalents of such minimum and maximum amounts fixed from time to time by the Company in administratively convenient units of such other currency. If a Participant’s wages are paid on a schedule other than biweekly, then the periodic payroll deductions referred to in this Section 2.1 shall be made with respect to such Participant in accordance with such schedule as reflected on such Participant’s payroll deduction authorization form; and the Company shall proportionately adjust the minimum and maximum permitted payroll deductions applicable to such Participant. A Participant may change his or her periodic payroll deduction amount by written notice to the Company in such form as the Company may specify; such change shall be effective as soon as administratively practicable but not later than the first payroll date in the Plan Month next following the Plan Month in which the change form is received and accepted by the Company. A Participant may cease participation in the Plan as of any payroll date by giving written notice of

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such cessation to the Company in such form as the Company may specify at least fifteen (15) days prior to such payroll date, in which event such Participant may not re-enter the Plan for ninety (90) days after the effective date of such cessation of participation in the Plan.

2.2 Issuance of Shares. On the last business day of each Plan Month, the Company shall notify the Agent in written or electronic form of the aggregate United States dollar amount withheld for each Participant during such Plan Month and shall instruct the transfer agent for the Shares to issue to the Agent (in such form or nominee name as the Agent may direct) as an original issuance of authorized but unissued Shares or as the reissuance of Shares held by the Company as treasury shares (and shall provide such transfer agent with such additional documentation as may be required for such purpose) that number of full Shares which is equal to (a) the aggregate United States dollar amount withheld pursuant to the Plan for all Participants during such Plan Month divided by (b) the Adjusted Price. Upon the issuance or reissuance of such number of full Shares, the amount referred to in clause (a) of the preceding sentence shall be deemed to have been paid to and received by the Company, and shall be appropriately reflected on the books of the Company, as the consideration for such number of newly issued or reissued full Shares; however, if the Agent’s record-keeping systems permit, a fractional share resulting from the calculation referred to in the preceding sentence may be taken into account in the Plan records maintained by the Agent. For purposes of determining the United States dollar amount withheld from the wages of Participants whose compensation is paid in a currency other than United States dollars, the amount withheld in such other currency shall be converted to United States dollars on the basis of the applicable exchange rate quoted in The Wall Street Journal for the next-to-the-last business day of the Plan Month involved.

2.3 Allocation of Shares. The Agent shall allocate the Shares acquired by the Agent pursuant to Section 2.2 for a particular Plan Month among those Participants whose payroll deductions provided the funds used to acquire such Shares. Such allocation shall be made in the Plan records maintained by the Agent in proportion to the United States dollar amount of funds so provided by each Participant and, if fractional shares are involved, shall be made to three decimal places. Subject to the provisions of Section 2.5, the Agent shall hold in its name or the name of its nominee, for the benefit of all Participants, all shares acquired under the Plan. At least annually, and at such other times as the Agent may determine to be appropriate, the Agent shall send a statement directly to each Participant, showing with respect to such Participant acquisitions of Shares, dividends credited, sales or distributions of Shares, and any applicable commissions or fees charged to such Participant during the period covered by such statement.

2.4 Dividends and Distributions. Dividends and other distributions by the Company with respect to Shares held by the Agent under the Plan shall be allocated or otherwise dealt with by the Agent as follows:

(a) Cash Dividends. Cash dividends received by the Agent on Shares allocated to Participants’ Plan accounts shall be used by the Agent to acquire additional Shares for such Participants by remitting the aggregate amount of such cash dividends to the Company to be added to the amount applied to the next acquisition of Shares from the Company pursuant to Section 2.2.

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(b) Stock Dividends and Stock Splits. Stock dividends and stock splits shall be credited to Participants having Shares allocated to their Plan accounts to the extent that such stock dividends and stock splits are attributable to such Shares.

(c) Stock Rights. If the Company makes available to its stockholders generally rights to subscribe to additional Shares or other securities, such rights accruing on Shares held by the Agent under the Plan shall be sold by the Agent and the net proceeds of such sale shall be applied to the acquisition from the Company of additional Shares for Participants in the same manner as cash dividends are applied.

2.5 Issuance of Stock Certificates; Sales of Shares. Upon the request of a Participant, the Agent will cause a stock certificate for some or all of the full Shares in such Participant’s Plan account to be issued and delivered to such Participant as promptly as practicable. Upon the issuance of such certificate, such Participant’s Plan account will be appropriately debited. Upon the request of a Participant, the Agent will sell for the account of such Participant any or all of the Shares in such Participant’s Plan account and shall remit the proceeds of such sale, net of applicable brokerage commissions (if any), to such Participant as promptly as practicable. If a Participant requests that sale proceeds be remitted to such Participant in a currency other than United States dollars, then the requested currency exchange will be made at the prevailing rate for transactions of the size involved as determined in the sole discretion of the Agent or its designee for such purpose, and such Participant will bear all expenses incurred by the Agent in effecting such currency exchange. Requests by Participants pursuant to this Section 2.5 may be made in writing or by such electronic or other means as the Agent may provide.

2.6 Stockholder Rights. A Participant will have the right to vote the Shares in his or her Plan account in accordance with the Agent’s customary procedures for the voting of shares held in “street name” or other similar types of accounts. A Participant shall have no rights as a stockholder of the Company with respect to any Shares held in such Participant’s Plan account until a certificate for such Shares has been issued in the name of such Participant and reflected in the stockholder records of the Company.

2.7 Expenses. The Company will bear all of the expenses of administering the Plan, including but not limited to the Agent’s fees and any transfer taxes and expenses of transferring Shares to Participants. However, a Participant will bear any expenses incurred by the Agent in selling Shares held for such Participant under the Plan, including but not limited to applicable brokerage commissions and currency exchange expenses.

2.8 Termination of Eligibility. If a Participant ceases to be eligible to participate in the Plan for any reason, including but not limited to the termination of such Participant’s employment by the Company or a Subsidiary, then such Participant may no longer participate in the Plan through payroll deductions. If a Participant ceases to be eligible to participate in the Plan for a reason other than such Participant’s death, then the Agent shall maintain such Participant’s Plan

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account pending the Agent’s receipt of instructions either from the Participant or from the Company as to the sale of or the issuance of a stock certificate for the Shares in such Plan account in accordance with Section 2.5 If a Participant dies, then the Agent shall maintain the deceased Participant’s Plan account pending the Agent’s receipt of instructions as to the disposition of such account from the duly authorized representative of the deceased Participant’s estate.

2.9 Termination of Plan. If the Company terminates the Plan, then the Agent shall cause a stock certificate for the full Shares in a Participant’s Plan account to be issued and delivered to such Participant as promptly as practicable and shall sell for the account of such Participant any fractional Shares in such Participant’s Plan account and remit the proceeds of such sale, net of applicable brokerage commissions (if any), to such Participant as promptly as practicable. However, in its discretion, the Company may provide additional alternatives for the disposition of the Shares in a Participant’s Plan account upon the termination of the Plan.

2.10 Rules for Foreign Jurisdictions. Notwithstanding any other provisions of the Plan to the contrary, the Company and, to the extent permitted under applicable law, the Chief Executive Officer of the Company or his or her delegate may, in its or his or her sole discretion, amend or vary the terms of the Plan in order to conform such terms to the requirements of each non-U.S. jurisdiction where a Subsidiary is located or to meet the goals and objectives of the Plan with respect to the Eligible Employees employed in such non-U.S. jurisdiction. Each of the Company, and to the extent permitted under applicable law, the Chief Executive Officer of the Company or his or her delegate may, where it or he or she deems appropriate in its or his or her sole discretion, establish one or more sub-plans for such purposes. The Company and, to the extent permitted under applicable law, the Chief Executive Officer of the Company or his or her delegate may, in its or his or her sole discretion, establish administrative rules and procedures to facilitate the operation of the Plan in such non-U.S. jurisdictions. For purposes of clarity, the terms of the Plan which vary for a particular non-U.S. jurisdiction shall be reflected in a written addendum to the Plan for such non-U.S. jurisdiction.

ARTICLE III

MISCELLANEOUS

3.1 Interpretation. The Chief Executive Officer of the Company or his or her delegate shall have the authority to establish rules and regulations for the operation of the Plan, to interpret the Plan, and to decide any and all questions which may arise in connection with the Plan. Any delegate of the Chief Executive Officer of the Company for purposes of the Plan shall not make any discretionary decision which pertains directly to such delegate as a Participant.

3.2 Nonassignability. No Participant shall have any right to sell, assign, transfer, pledge, or otherwise encumber or convey such Participant’s Plan account or any Shares credited to such account, or any part thereof, prior to such Participant’s actual receipt of a certificate for such Shares or the proceeds of the sale of such Shares. No Plan account shall be subject to attachment, garnishment, or seizure for the payment of any debts, judgments, alimony, child support, or separate

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maintenance owed by a Participant nor be transferable by operation of law in the event of a Participant’s bankruptcy or insolvency.

3.3 Employment Rights. An Eligible Employee’s election to participate in the Plan and the Company’s acceptance of such Eligible Employee’s enrollment in the Plan shall not be deemed to constitute a contract of employment between such Eligible Employee and the Company or any Subsidiary. No provision of the Plan shall be deemed to give any Participant any right (i) to be retained in the employ or other service of the Company or any Subsidiary for any specific length of time, (ii) to interfere with the right of the Company or any Subsidiary to discipline or discharge the Participant at any time, (iii) to hold any particular position or responsibility with the Company or any Subsidiary, or (iv) to receive any particular compensation from the Company or any Subsidiary.

3.4 Withholding; Payroll Taxes. To the extent required by applicable laws and regulations in effect at the time payroll deductions pursuant to the Plan are made from a Participant’s wages, the Company or the Subsidiary by whom such Participant’s wages are paid shall withhold from the remaining portion of such wages any taxes or other obligations required to be withheld from such wages by federal, state, local, or other laws by reason of such payroll deductions and the purchase of Shares under the Plan for the benefit of such Participant at a price less than Fair Market Value.

3.5 Transfer Upon Death. The Plan account of a Participant may be transferred by will or the laws of descent and distribution upon the death of such Participant, but the Company may require any transferee of a deceased Participant’s Plan account to elect with respect to the Shares in such transferred Plan account either to receive a certificate for all full Shares and the net sale proceeds of any fractional Share or to sell all of the Shares and receive the net proceeds of such sale.

3.6 Amendment. The Board of Directors of the Company may amend the Plan at any time in whole or in part without terminating the Plan; however, no amendment of the Plan shall decrease the number of Shares already credited to the Plan accounts of Participants. If the Board of Directors of the Company changes the discount from Fair Market Value at which Shares are to be acquired under the Plan, then the Company shall not implement such change until the then Participants have been notified of such change and have been given a reasonable opportunity to cease participation in the Plan.

3.7 Plan Year. The plan year shall be the calendar year, except that the first plan year shall begin on the effective date of the Plan and end on December 31, 1996.

3.8 Securities Law Compliance. The obligation of the Company to sell and issue Shares pursuant to the Plan is subject to the approval of any governmental authority required in connection with the authorization, issuance, or sale of such Shares and to the satisfaction of any legal preconditions to such issuance or sale.

3.9 Governing Law. The provisions of the Plan shall be governed by and construed according to the laws of the State of Delaware.

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3.10 Number and Gender. Unless the context otherwise requires, for all purposes of the Plan, words in the singular include their plural, words in the plural include their singular, and words of one gender include the other genders.

3.11 Successors. The provisions of the plan shall be binding upon and inure to the benefit of the Company, each Participant, and their respective heirs, personal representatives, successors, and permitted assigns (if any).

3.12 Section Titles. The titles of the various sections of the Plan are for convenient reference only and shall not be considered in the interpretation of the Company.

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EX-10.20

Exhibit 10.20

Pages where confidential treatment has been requested are stamped “Confidential Treatment Requested and the Redacted Material has been separately filed with the Commission,” and places where information has been redacted have been marked with (***).

CSG MASTER SUBSCRIBER MANAGEMENT SYSTEM AGREEMENT

This CSG MASTER SUBSCRIBER MANAGEMENT SYSTEM AGREEMENT (“Agreement”) is entered into as of this 17th day of March 2004, (“Effective Date”) between CSG Systems, Inc.^®, a Delaware corporation with offices at 7887 East Belleview Avenue, Suite 1000, Englewood, Colorado 80111 (“CSG”), and Comcast Cable Communications Management, LLC, a Delaware Limited Liability Company with offices at 1500 Market Street, Philadelphia, PA 19102-2148 (“Comcast”), on behalf of itself and its Affiliates (collectively, the “Customer”). Customer and CSG shall be referred herein individually as the “Party” and collectively as the “Parties.”

RECITALS

WHEREAS, CSG and Customer are parties to certain Prior Agreements and upon execution of this Agreement, except as otherwise set forth herein, desire to supercede the terms and conditions of such Prior Agreements with the terms and conditions of this Agreement; and

WHEREAS, Comcast enters into this Agreement on behalf of itself and its Affiliates. Notwithstanding any rights granted to or obligations assumed by any Comcast Affiliate under this Agreement, Comcast will remain liable for all obligations of Customer under the Agreement; and

WHEREAS, Customer desires to obtain from CSG, and CSG desires to grant to Customer, a license to use the products set forth in Schedule B, along with any other CSG products subsequently licensed by CSG to Customer under this Agreement; and

WHEREAS, from time-to-time, Customer may request CSG to provide to Customer, certain services set forth in Schedule C (“Recurring Services”), which along with any Technical Services or other CSG services provided by CSG to Customer under this Agreement, are collectively referred to herein as the “Services;”

NOW THEREFORE, in consideration of the mutual promises and covenants contained herein, Parties agree:

ARTICLE 1

OVERVIEW

1.1 General. This Agreement provides the terms and conditions upon which CSG shall provide, and Customer shall procure, the Products and Services within the United States. The definitions of capitalized terms are set forth on Schedule A hereto.

1.2 Term. Unless earlier terminated pursuant to Section 6.1, this Agreement shall commence on the Effective Date and remain in effect thereafter for an initial term expiring on December 31, 2008 (“Initial Term”). The term of any specific license for the Products and the term for any specific Services to be provided shall be effective from the Effective Date or the date set forth in the applicable Amendment and shall terminate with this Agreement, unless stated otherwise herein or in the applicable Schedule, Exhibit or Amendment.

1.3 Termination of Prior Agreements. Within sixty (60) days of the Effective Date, Customer shall pay all Undisputed amounts billed under the Prior Agreements through the Effective Date attached hereto as Schedule M. Upon the Effective date the Prior Agreements (including any licenses, perpetual or otherwise, granted therein) shall immediately terminate and the Parties shall have no further rights, duties or obligations under such Prior Agreements. The Parties further agree that upon the Effective Date the terms and conditions related to CSG’s offering of its Products and Services to Customer and the treatment of either Party’s Confidential Information shall be governed by this Agreement. To the extent any additional licenses are reasonably necessary for Customer’s use of the Products or Recurring Services in a manner authorized or reasonably contemplated by this Agreement, then the Parties agree to promptly negotiate in good faith such additional licenses containing customary and reasonable terms and conditions. Customer and CSG further agree that any amounts earned but not yet billed under SOW’s or LOA’s executed prior to the Effective Date as set forth in Schedule J shall be invoiced by CSG on a final bill submitted to Customer within ****** (***) days after termination or completion of the SOW or LOA, whichever is earlier. Thereafter, Customer

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OF THE PARTIES HERETO ONLY AND IS NOT FOR GENERAL DISTRIBUTION

WITHIN OR OUTSIDE THEIR RESPECTIVE COMPANIES

“Confidential Treatment Requested and the Redacted Material has been separately filed with the Commission.”

shall then have ****** (***) days to review and dispute any items relating to the SOW or LOA in accordance with the terms set forth in this Agreement.

1.4 Nonexclusive Agreement Without limiting or in any way diminishing Customer’s obligation hereunder to pay the Minimums or the Discontinuance Fee, as the case may be, it is expressly understood and agreed that this Agreement does not grant to CSG any exclusive rights to provide customer care and/or billing products or services to Customer. Customer makes no guarantee or commitment for any minimum or maximum amount of purchases or volumes; provided, however, nothing in this Section 1.4 shall (i) constitute a waiver by CSG of its right to amounts payable by Customer under Section 12.3, or (ii) diminish Customer’s obligation to pay the Minimums or the Discontinuance Fee expressly set forth in Section 12.3 in accordance with the Agreement.

1.5 Additional Rights to Purchase. Customer and its Affiliates shall have the right to purchase under this Agreement as Customer. Such Affiliate(s) shall become additional Customers subject to the terms and conditions of this Agreement upon Customer’s written notice to CSG. For purposes of this Agreement, “Affiliate” means *** **** ****** ***** ** ********** **, ** ** ***** ****** ******* **** ********. *** ******** ** **** ********, “*******” ***** (i) ** *** **** ** ********* ********, ****** ** ******** ********* ** ******* **** ***** ******* (***%) ** *** ****** ****** ******** ** **** *** *** ******** ** *** ***** ** ********* ** ***** ********* **** ** *** ******; *** (ii) ** *** **** ** ************* ********, ****** ** ******** ********* ** ******* **** ***** ******* (***%) ** *** ****** ********.

1.6 Set-Off. Notwithstanding anything to the contrary set forth in this Agreement, CSG understands and agrees that any and all Undisputed payments, damages or liabilities due and payable to Customer by CSG under this Agreement are subject to set-off by Customer against any Undisputed payments, damages or liabilities due and payable to CSG under this Agreement. The Parties further agree that any and all Undisputed payments, damages or liabilities due and payable to CSG by Customer under this Agreement are subject to set-off by CSG against any Undisputed payments, damages or liabilities due and payable to Customer under this Agreement.

1.7 Definitions. Capitalized terms shall have the meaning specified in this Agreement, in Schedule A, and/or the Exhibits, the other Schedules, Statement(s) of Work, and other documents either attached hereto or incorporated herein.

ARTICLE 2

OWNERSHIP OF PROPERTY

2.1 Ownership.

(a) CSG Property. All trademarks, service marks, patents, copyrights, trade secrets and other proprietary rights in or related to the Software or Services, any third party software, or copies thereof (collectively “CSG Property”) are and will remain the exclusive property of CSG or its licensors, whether or not specifically recognized or perfected under applicable law. Customer will not take any action that jeopardizes CSG’s or its licensor’s proprietary rights or acquire any right in the CSG Property, except for the limited use rights specified herein.

(b) Customer Property. All documents, data and files provided to CSG hereunder by Customer, its customers, or third parties on its or their behalf in their original format, compilations and derivative works thereof (“Customer Property”) are and shall remain the exclusive property of Customer, whether or not specifically recognized or perfected under applicable law. CSG will not take any action that jeopardizes Customer’s proprietary rights or acquire any rights in the Customer Property, except for the limited use rights specified herein.

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OF THE PARTIES HERETO ONLY AND IS NOT FOR GENERAL DISTRIBUTION

WITHIN OR OUTSIDE THEIR RESPECTIVE COMPANIES

“Confidential Treatment Requested and the Redacted Material has been separately filed with the Commission.”

ARTICLE 3

SERVICES

3.1 Recurring Services. Pursuant to the terms and conditions of this Agreement (including, but not limited to, the attached Schedules and Exhibits), and for the fees set forth in Schedule F, CSG agrees to provide Customer, at Customer’s request, the Recurring Services set forth in Schedule C in accordance with the service level agreements and other performance standards attached hereto in Schedule L.

3.2 Technical Services. Pursuant to the terms and conditions of this Agreement, upon request of Customer from time-to-time, CSG shall provide certain consulting, implementation, development, conversion and/or integration services (“Technical Services”) as set forth in Schedule E.

3.3 Location and Access. CSG may perform the Technical Services at Customer’s premises, CSG’s premises or such other premises that Customer and CSG may deem appropriate. Customer will permit CSG to have reasonable access to Customer’s premises, personnel and computer equipment for the purposes of performing the Technical Services and implementation and/or conversion services at Customer’s premises.

3.4 [Intentionally left blank]

3.5 Insurance. CSG will be responsible for obtaining and maintaining appropriate and commercially reasonable amounts of insurance coverage during its performance of activities under Section 3.2, including, but not limited to, comprehensive general liability (bodily injury and property damage) insurance and professional liability insurance. CSG shall name Customer and its Affiliates as additional names insureds. CSG shall obtain and maintain throughout the term of the Agreement, employer’s liability, worker’s compensation, property damage and general liability insurance in the amounts reasonably satisfactory to Customer. CSG agrees that it will not cancel or materially change any policy of insurance required under this Agreement except after thirty (30) days written notice to Customer. CSG shall cause the insurance companies issuing the policies referred to in this section to provide in each policy that such insurance companies shall give Customer thirty (20) days written notice prior to any cancellation or alteration of said insurance contract or contracts as the case may be. The liability of CSG shall not be limited by said insurance policies or the recovery of any amounts thereunder.

3.6 Prudent Use of Resources. In the provision of all services under this Agreement, CSG will seek to provide such services in a cost effective manner and will advise Customer of different options for attaining any goal or development specified in this Agreement, including any proposed Statement of Work or other Technical Services request. CSG will use commercially reasonable efforts to cooperate with Customer to provide services in a timely manner and with minimal disruption to Customer’s operations.

3.7 Reliance on Information. In performing any obligations under this Agreement, CSG shall be entitled to rely upon and act in accordance with any instructions, guidelines, data or information provided to CSG by Customer in accordance with Schedule P, and shall incur no liability in doing so. Customer shall indemnify, defend CSG at Customer’s expense and pay the damages, liabilities, costs and expenses, including reasonable attorneys’ fees and costs incurred by CSG in any claim or action by a third party resulting, in whole or in part from (i) any action or failure to act by CSG in reliance on and in strict conformance with any instruction, approval, election, decision, action, inaction, omission or non performance by Customer, its officers, directors, shareholders, employees and agents in accordance with Schedule P, or (ii) any information or data provided to CSG by Customer in connection with this Agreement; except with respect to subsection (ii) hereof, in circumstances where CSG has failed to strictly comply with its covenants and obligations relating to such information or data under this Agreement.

3.8 Optional and Ancillary Services and Products.

3.8.1 At Customer’s written request pursuant to Schedule P, CSG shall provide optional and ancillary services as described and for the fees provided on Schedule F. Any Services or Products provided by CSG to Customer as of the Effective Date not specifically described on Schedule F, will be deemed to be included in the Basic Service Charge for Connected Customers; provided, however, at the request of Customer, CSG may provide additional services, products or new functionalities which are not being provided by CSG to Customer as of the Effective Date and for

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OF THE PARTIES HERETO ONLY AND IS NOT FOR GENERAL DISTRIBUTION

WITHIN OR OUTSIDE THEIR RESPECTIVE COMPANIES

“Confidential Treatment Requested and the Redacted Material has been separately filed with the Commission.”

which fees are not specifically set forth herein subject to fees to be mutually agreed upon between the Parties in an amendment to Schedule F.

3.8.2 In the event of a Product license termination for any reason other than a breach by Customer, CSG shall use commercially reasonable efforts to immediately furnish identical Products that are functionally equivalent to Customer for as long as CSG provides the CCS Services (described in Exhibit C-1) including any termination assistance provided in accordance with Section 6.2. CSG shall furnish such replacement Products to Customer at no additional cost to Customer, including, but not limited to, obtaining and installing Required Equipment pursuant to Section 5.6. *** ********* ********** *** ***** ***** ***** *** ***** ** ***** ***** *** ********** * ******* ** ***** ** ******* * ******** ********* ** *** *******, ***** ** ***** ****, ***** *** *********** ******* **** ********** *** ** *** *******. CSG understands and agrees that they have no right to discontinue any Recurring Services as a result of any Product license violation, except in cases where (i) the Recurring Services are directly related to the terminated Product; and (i) the Product license violation was material and not cured in accordance with Section 6.1(b). *** ******* *********** *** ****** ****, ******* ** *** ********** ****** *** *** ****, *** *** ** ***** ** *********** *** *** ******** ** * ****** ** *** ********** ** ************** ** * ******* ******* *********.

3.9 Intellectual Property. All patents, copyrights, trade secrets or other proprietary rights in or to the work product that CSG may create for Customer, including, but not limited to, any ideas, concepts, inventions or techniques that CSG may use, conceive or first reduce to practice in connection with the Services (“Work Product”) are and will be the exclusive property of CSG, except as and to the extent otherwise specified in the applicable Statement of Work. The Parties will execute any instruments that may be appropriate or necessary to give full legal effect to the rights granted under this Section 3.9. Upon delivery of Deliverables in accordance with the applicable SOW or LOA, CSG grants Customer a nonexclusive, nontransferable, perpetual license to use any Deliverables (and any updates, upgrades and/or new version thereto which are required pursuant to a Statement of Work) for its own internal purposes only or otherwise expressly permitted in accordance with Section 9 of Schedule B. The foregoing license shall be subject to the restrictions set forth in Schedule B.

3.10 Privacy Obligations. The Parties acknowledge that in order for CSG to provide Customer with Services, it will be necessary for Customer to disclose to CSG certain information relating to Customer’s subscribers (“Subscriber Information”). Customer agrees that at all times during the term of this Agreement it will comply with its obligations under all applicable privacy laws in relation to its collection, use, and disclosure of Subscriber Information, and where required by law, Customer will either obtain the appropriate consents or provide the necessary disclosures, as applicable, from its subscribers prior to such collection, use and disclosure to CSG. Customer agrees to indemnify, defend and hold CSG harmless against any and all losses and/or damages incurred by CSG arising from Customer’s failure to comply with its obligations under applicable privacy laws. CSG agrees that it shall (i) only use Subscriber Information to fulfill its obligations under this Agreement and (ii) treat all Subscriber Information as Confidential Information. CSG agrees to indemnify, defend and hold harmless Customer against any and all losses and/or damages incurred by Customer from CSG’s failure to comply with the provisions of this Section 3.10.

ARTICLE 4

[Intentionally left blank]

ARTICLE 5

PAYMENT TERMS

5.1 Fees and Expenses. CSG will provide the Products and Services for the fees set forth in Schedule F, other Schedules hereto or an applicable Statement of Work. Customer shall also reimburse CSG for reasonable direct out-of-pocket expenses (“Reimbursable Expenses”), including direct out-of-pocket travel and travel-related expenses if such expenses are incurred in accordance with Customer’s “Reimbursement of Expenses” guidelines or are agreed to by Customer in advance, which are incurred by CSG in connection with CSG’s performance hereunder.

5.2 Invoices and Payment. Except for Disputed invoices, Customer shall pay unpaid amounts due hereunder within ***** **** (***) days after the date of invoice. Any Undisputed amount not paid when due shall thereafter bear interest until paid at a rate equal to the lesser of *** ******* (***%) per month or the maximum rate allowed by applicable law. Customer shall pay all amounts due in United States currency.

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CONFIDENTIAL AND PROPRIETARY INFORMATION - FOR USE BY AUTHORIZED EMPLOYEES

OF THE PARTIES HERETO ONLY AND IS NOT FOR GENERAL DISTRIBUTION

WITHIN OR OUTSIDE THEIR RESPECTIVE COMPANIES

“Confidential Treatment Requested and the Redacted Material has been separately filed with the Commission.”

5.3 Taxes. All amounts payable by Customer to CSG under this Agreement do not include any applicable use, sales, property or other taxes that may be assessable in connection with this Agreement. Customer will pay any taxes in addition to the amount due and payable. If Customer pays any such tax directly to the appropriate taxing authority, Customer shall furnish CSG with the official receipt of such payment. Customer shall not, however, be liable for any taxes based on CSG’s net income.

5.4 Adjustment to Fees. CSG shall not adjust any of the fees specified in this Agreement prior to January 1, 2005. Thereafter, upon thirty (30) days prior written notice, CSG will increase such fees specified in this Agreement annually effective January 1 of each year by an amount equal to ***** ******* (***%) above the fees for the immediately prior contract year or the ********* *** *** *** ******** ****** (***) ***** ******, whichever is less. *** ********* ***** *** ***** ** *** ***** ******* ******, ******** ** *** ******-******** **** *** ***** ** ******* *** ** ******** * ***** “*** ********,” **** ******* ** ***** ***** ***** ** ** **** ***********. The fees for any Third Party Software that is not embedded in the Products, are dependent upon agreements between CSG and the third party vendor, and upon notification to Customer, CSG may increase the fees it charges to Customer for such Third Party Software no more than once annually pursuant to variations in the fees charged by the applicable third party vendor. Customer shall not be obligated to procure any Third Party Products (other than the embedded Third Party Products) through CSG and may, instead, choose to procure such products separately. *************** *** *********, ****** ******** ****** ** ** *** *******, *** **** *** ***** ** ******** * ***** ****** ** **** ***** *** ****** *** ***** ** ******* ** *********** ******** ** **** ******* ***.

5.5 Shipment. CSG will ship FOB shipping center the Products (FOB shipping point), and any CSG-provided third party software from its distribution center, subject to delays beyond CSG’s control. CSG will comply with Customer’s request for method of delivery of Products, whether via tape, disk, other medium, or electronic file transfer for Customer’ account so long as such format is available to CSG using commercially reasonable efforts. Customer’s license to the Products commences upon CSG’s delivery of the Products to the carrier for shipment to Customer. Upon timely notice by Customer to CSG, CSG will promptly replace, at CSG’s expense, any Products that are lost or damaged while en route to Customer. CSG will use commercially reasonable efforts to deliver all software to Customer via Internet or other remote delivery and will not ship software media unless agreed to by the Parties.

5.6 Equipment Purchase.

(a) Except as otherwise set forth in this Agreement or agreed in writing between Customer and CSG in accordance with Schedule P, Customer is fully responsible for obtaining and installing all computer hardware, software, peripherals and necessary communications facilities, including, but not limited to servers, power supply, workstations, printers, concentrators, communications equipment and routers that are necessary at Customer’s place of business in order for Customer to utilize the Services, Products and Deliverables (“Required Equipment”). Except as otherwise set forth in this Agreement or agreed in writing between Customer and CSG in accordance with Schedule P, Customer shall bear responsibility for the Required Equipment, including, but not limited to, the costs of procuring, installing, operating and maintaining such Required Equipment.

(b) CSG may provide, at Customer’s request and expense, a data communications line from CSG’s data processing center to each or any of Customer’s system sites receiving Products and/or Services (“System Sites”), as appropriate. Customer shall pay all pre-approved fees and charges in connection with the installation and use of and peripheral equipment related to the data communications line in accordance with the fees set forth in Schedule F.

ARTICLE 6

TERMINATION

6.1 Termination. This Agreement may be terminated in whole or in part in accordance with the following:

(a) If Customer fails to pay when due any amounts owed and not Disputed hereunder (in accordance with Section 5.2) within ***** **** (***) days of receiving written notice of such failure to pay amounts owed, CSG may, terminate

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OF THE PARTIES HERETO ONLY AND IS NOT FOR GENERAL DISTRIBUTION

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this Agreement (i) in its entirety if Customer failed to pay Undisputed Basic Service Charges defined in Schedule F hereto (“BSC”) which exceed *** ******* ******** ******* ($***) in the aggregate, or (ii) only as it pertains to a particular Product, Deliverable or Service, upon written notice to Customer, as of a date specified in such notice of termination. In the event CSG terminates the entire Agreement in accordance with (a)(i) above, CSG shall provide Customer written notice and Customer shall have an additional five (5) business days from receiving such notice to cure such breach prior to termination.

(b) If either Party breaches any material term or condition of this Agreement, other than those identified in Subsection 6.1(a) above, and fails either to substantially cure such breach within ****** (***) days after receiving written notice specifying in precise detail the nature of the breach or, for those breaches which cannot reasonably be cured within ****** (***) days, promptly commence curing such breach and thereafter proceed with all due diligence to substantially cure such breach, then the Party not in breach may, by giving written notice to the breaching Party, terminate this Agreement, in its entirety or as it pertains to a particular Product, Deliverable or Service(s) relating to the breach, as of a date specified in such notice of termination. *** ******* ********* ***** **** *** **** ********** ** **** ********** ***(*) ***** ** ****** ****** *** ******** ** *** ******* ********** ********** ***** ******* **** ** **** ** ***** *** *********** ** ***** ********* ** ********, ****** ** ************* ***** *** ******* ****** ***** **** *** ****** ** ************ ****** ** *** ******** ******* **** *** *********** ******** ** ** ******* ****** ***** ******* ***. All of the obligations of the Parties contained in this Agreement, except for Customer’s obligation to pay fees, shall be deemed to have been performed in an acceptable manner unless the party not in breach provides the breaching Party with written notice as stated above within sixty (60) days of the discovery of the event giving rise to the breach.

(c) If either party hereto becomes or is declared insolvent or bankrupt, is the subject of any proceedings related to its liquidation, insolvency or for the appointment of a receiver or similar officer for it, makes an assignment for the benefit of all or substantially all of its creditors, or enters into an agreement for the composition, extension or readjustment of all or substantially all of its obligations, then the other Party hereto may, by giving written notice thereof to such Party, terminate this Agreement as of the date specified in such notice of termination.

(d) Customer may in its sole discretion terminate this Agreement for convenience and without cause upon providing CSG not fewer than ****** (***) days’ written notice. Such termination shall become effective when Customer has paid to CSG all amounts required pursuant to Section 12.3. *** ************ *** ****** ****, ******* ********’* ***** ** ********* ******** ** **** ******* ***(*), ******** ***** **** **** ********* ** ***** **** **** *********.

(e) Upon termination of the Agreement or any portion hereof for any reason, except as otherwise specifically set forth in Section 6.2, all rights granted to Customer under this Agreement or said portion, as applicable, with respect to the terminated Products, Deliverables and Services will cease, and Customer will promptly (i) purge all terminated Software from the Designated Environment and all of Customer’s other computer systems, storage media and other files; (ii) destroy the Software and all copies thereof; (iii) pay to CSG all Undisputed fees due, invoiced and unpaid pursuant to this Agreement; (iv) pay to CSG the Discontinuance Fee (if any) set forth in paragraph 12.3; however, Customer shall not be responsible for performing pursuant to Subsections (i), (ii) and (iv) above, if this Agreement is terminated by Customer pursuant to Section 6.1(b) or Section 6.1(c) and such termination is either uncontested or pursuant to a final arbitral award under Section 11.5.

(f) Except as otherwise set forth in Section 6.1(d) above and in subparagraph (d)(v) of Schedule L, for purposes of this Agreement, the effective date of termination shall be the earlier of (a) a Party’s written confirmation that termination is not disputed not to exceed ****** (***) days of after receipt of notice of termination or (b) final resolution of any dispute concerning such termination pursuant to Sections 11.4 or 11.5.

6.2 Deconversion and Customer Data.

(a) CSG agrees that during the term of this Agreement or upon expiration or termination of this Agreement by either party for any reason (including a termination without cause by a party), CSG shall, for so long as Customer pays for and receives Services, Products or Deliverables from CSG in connection with Connected Subscriber(s) pursuant to

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OF THE PARTIES HERETO ONLY AND IS NOT FOR GENERAL DISTRIBUTION

WITHIN OR OUTSIDE THEIR RESPECTIVE COMPANIES

“Confidential Treatment Requested and the Redacted Material has been separately filed with the Commission.”

the terms of the Agreement and for a period of ****** (***) **** thereafter, or in the case of an expiration of the Agreement, for a period up to ******** (***) ****** thereafter, provide the activities set forth in this Section 6.2 (“Deconversion Services”) to Customer in order that Customer can convert its subscribers to systems of one or more customer care and/or billing vendor(s) of Customer’s choosing and/or to one or more customer care and/or billing systems maintained by Customer or one of its Affiliates, or any combination thereof. Customer acknowledges that CSG’s obligations to provide such Deconversion Services shall be conditioned upon Customer’s obligation to pay all Undisputed invoices issued in the ordinary course of business. Such Deconversion Services shall include activities that are within CSG’s reasonable control and are necessary, reasonably anticipated and/or useful for CSG to perform in order that such subscriber conversions can be completed at a rate not to exceed **** ******* **** ******* ******** (***) ** *** *** (***) ***** ******* ************ ** ******** **** ****** ******* services to any of Customer’s subscribers, including those being converted, and without unreasonable disruption to Customer’s business or operations. Such Deconversion Services include (i) CSG’s full and complete cooperation with Customer and any vendors or affiliates to whom subscribers are being converted in connection with the conversion; (ii) all commercially reasonable efforts by CSG to minimize any interruptions or disruptions referred to in the preceding sentence; and (iii) furnishing CSG’s standard deconversion data package as well as any specifications for any interfaces used by Customer that are under CSG’s sole control via electronic data transmission or tapes provided CSG has ninety (90) days advance written notice. Customer acknowledges, if CSG sends the deconversion data package via electronic transmission upon Customer’s request and such transmission fails for reasons beyond CSG’s control, CSG shall not be liable for such failure. Any request for deconversion files or data shall be reasonably stated in an SOW, LOA or such other written notification received by CSG which clearly states the desired cut-off date and the System Principles (“SYS PRINS”) involved. The Parties agree that for the purposes of this Subsection 6.2(a), for each SYSPRIN CSG shall provide one (1) **** ****, *** (2) **** *****, *** ** ** ***** (***) ******* **** *******; provided, the aggregate payment per SYSPRIN for such activities shall not exceed ******* ******** ******* ($***).

For purposes of this Agreement, CSG’s “standard deconversion package” shall mean the following ten (10) master files:

1)	**********
2)	*****
3)	********* *********
4)	******** *********
5)	*********
6)	********** ****
7)	****** **********
8)	**********
9)	********** *** ****** (***** *********)(*** **** ***** **** ***** ****)
10)	********** *** ********* (*** **** ***** **** ***** ****)

Customer acknowledges that: (i) CSG’s standard cut-off day for deconversions is during the nightly cycle of the twenty first (21^st) of the month and the deconversion timeline starts at upsystem on the morning of the 22^nd which normally occurs at 3:30 am Central Time; and (ii) in the event Customer designates a cut-off date other than the 21^st of the month, Customer shall be required to pay CSG’s then current fees for a financial snapshot as of the cut-off date, provided CSG identifies the fees associated therewith and will not commence any activity until Customer agrees thereto. For deconversions of up to *** ******* (***) subscribers, CSG shall furnish the standard deconversion package (live subscriber data) within ***** ***** (***) hours from upsystem (normally occurs by 3:30 am Central Time) on the first day following the designated cut-off date. For deconversions between *** ******* (***) *** **** ******* **** ******* ******** (***) subscribers, CSG shall furnish such standard deconversion package (live subscriber data) within ********** (***) ***** from upsystem (normally occurs by 3:30 am Central Time) on the first day following the designated cut-off date. For test deconversions under *** ******* (***) subscribers, the test data shall be delivered within *********** (***) ***** after the end of the live deconversion timeframe for the given month pursuant to the terms set forth above. For test deconversions between *** ******* (***) subscribers and **** ******* **** ******* ******** (***) subscribers, the test data shall be delivered within *** ******* *** ****** (***) ***** after the end of the live deconversion timeframe for the given month pursuant to the terms set forth above. The data or the standard deconversion data packages shall be delivered in the following sequence as it becomes available: 1) live 2) 30 day test 3) 90 day test.

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CONFIDENTIAL AND PROPRIETARY INFORMATION - FOR USE BY AUTHORIZED EMPLOYEES

OF THE PARTIES HERETO ONLY AND IS NOT FOR GENERAL DISTRIBUTION

WITHIN OR OUTSIDE THEIR RESPECTIVE COMPANIES

“Confidential Treatment Requested and the Redacted Material has been separately filed with the Commission.”

During the time period that Deconversion Services are provided by CSG hereunder, CSG agrees to maintain, support, and make available to Customer levels of support substantially similar to those provided immediately preceding the notice of termination as well as all Products and Services used by Customer in formats or versions then currently used by Customer, including and not limited to ACSR, CCS, Vantage licensed products and other Products and Services then utilized by Customer. Such versions and formats shall be provided to Customer at no additional costs, fees or license requirements, except as subject to and unless expressly provided in this Agreement.

(b) To the extent this Agreement is terminated for cause by Customer, CSG shall perform the Deconversion Services at no charge or fee to Customer whatsoever, including, but not limited to, any deconversion fees and any charges or fees for deconversion files or tapes or other data requests referenced in subparagraph (a) made by Customer and which may be performed by CSG using all commercially reasonable efforts, made in connection with a conversion.

(c) If this Agreement is terminated other than for cause by Customer, then Customer will pay CSG, in advance, on the first day of each calendar month and as a condition to CSG’s obligation to provide Deconversion Services to Customer during that month, an amount equal to CSG’s reasonable estimate of the total amount payable to CSG for such termination assistance for that month as set forth in Schedule F hereto.

(d) CSG further agrees that notwithstanding the terms of this Agreement, from time-to-time and at any time, and whether or not relating to a termination or expiration of this Agreement, Customer may request deconversion files or tapes or other Customer Data (as defined in Schedule A hereto) in CSG’s possession to be electronically accessed by Customer or delivered to location(s) specified by Customer, in Customer’s sole discretion to the extent such request is practicable using all commercially reasonable efforts. In the event Customer requests additional data or data in a different format other than CSG’s standard deconversion data package, Customer shall provide CSG with specifications defining the desired data, the format and the media upon which the data will be provided. Within five (5) business days of receipt of such specifications, CSG shall notify Customer of the estimated development hours and costs required to produce the customized data and a target date for delivery of such data. Upon acceptance of said estimated hours and costs by Customer, such customized data shall be provided at CSG’s then current hourly rates in accordance with Schedule F of this Agreement. CSG shall use all commercially reasonable efforts to minimize the scope, hours, costs and expenses associated therewith. Without limiting the foregoing, in any instance where either party has given a notice of termination to the other, they each agree that CSG’s obligation to provide Deconversion Services pursuant to Section 6.2(a) above shall not commence until CSG has delivered to Customer its first request for live deconversion data pursuant to Section 6.2(a).

(e) CSG agrees that upon request of Customer, CSG shall provide Customer up to ***** (***) **** in a read only access on CSG’s online system (CCS/ACSR/Vantage). The fees for read only access on CSG’s online system shall be $*** *** ********** per month. Without limiting the rights and remedies of Customer under this Agreement, or otherwise, CSG acknowledges and agrees that CSG is a bailee of any and all data supplied by Customer, its agents or subscribers to CSG, and any data in CSG’s possession derived therefrom.

(f) CSG further agrees to perform the obligations set forth in Sections 6.2(a)-(e) hereof, and that with respect to such obligations TIME IS OF THE ESSENCE. To the extent CSG fails to perform obligations that it could have performed using commercially reasonable best efforts, the Parties agree that damages are an inadequate remedy at law and that Customer may apply for and be granted injunctive relief and/or specific performance without the need for any supersedeas or other bond or similar security in any court of competent jurisdiction. In addition, for each day that CSG fails to perform any of its obligations that it could have performed using commercially reasonable best efforts set forth in *********** ***(*), (*), (*), (*) or (*) after the day on which Customer provides CSG with written notice of such failure specifying the nature of the default/failure and following said date, CSG shall pay Customer, as Customer’s remedy, liquidated damages in the amount of *********** ******** ******* ($***) per day for each of the first ***** (***) days that CSG remains in breach of its obligations in **** ******* ***; following the initial ***** (***) days, CSG shall pay Customer *********** ******** ******* ($***) *** *** for each of the next thirty (30) days CSG remains in breach of its obligations in this Section 6.2: following the initial ****** ***** (***) ****, CSG shall pay Customer ************ ******** ******* ($***) *** *** for each day thereafter that CSG remains in breach of its obligations in this Section 6.2. The foregoing liquidated damages, and Customer’s right to seek injunctive relief and/or specific performance shall be Customer’s sole and exclusive remedy for failure to perform its obligations set forth in Subsections ***(*)-(*); provided, notwithstanding the foregoing, either Party may, pursuant to ******* ***(*), assert a termination of this Agreement based upon a breach of the obligations set forth in **** ******* ***.

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OF THE PARTIES HERETO ONLY AND IS NOT FOR GENERAL DISTRIBUTION

WITHIN OR OUTSIDE THEIR RESPECTIVE COMPANIES

“Confidential Treatment Requested and the Redacted Material has been separately filed with the Commission.”

*** ******* *********** *** ***** **** ******* ***** ********* ** *** ********** ** ******* *** (*), ******** ***** **** **** ********* ** ***** ** *** ***** ** **** *********, ********* *** *** ******* ** ******* **** ******. *** ******* *********** *** ***** **** *** ********** ******* *** ***** ***** *** * ********** ********** ** *** ****** ******* **** ******** ***** ****** ** *** **** ** ****** *** *********** *** ***** ** *********** *** (*)-(*). *** ******* ****** **** **** ***** *** ******* *** ************** ** ******** ** *** ********** ******* ******* ******** ** **** ******* ***. ****** ***** **** ** * ******* ******* *** *******, **** ******* ***** **** **** ***** *** ***** *** ****** ****, ** ** *** *** ******* *** ************** ** ************** ** *** ********** ******* ******* ******** ** **** ******* ***. ****** ****** ***** **** *** **** ******,**** ***** ***** ***** ** ********, ******** ** *** ***** *** ***** ** ******* ****, ** *** *** ****, ** **** *** ******* ** ***** ******* * ****** ** ******** ******* ** **** *** ********** ******* ****** *************. ******** ************ **** *** ******* ******* ** ******** ***** **** ******* ***(*) *** ******* ** ***** ***** ** ******* ** ******* *** *** **** *** **** *** ***** *** ***** ****** ** ******** ** ****** *** ******, ****** ** *********** ******** ** ******* ****, ****** ** ********* ********* *** ***** ** **** ******* ***(*).

(g) The Parties acknowledge and agree that fees and charges relating to Deconversion Services are governed by this Section 6.2 and as otherwise explicitly set forth in Schedule F of this Agreement. CSG shall use commercially reasonable efforts to minimize the scope, hours, costs and expenses associated therewith. To the extent that there are no separate fees or charges relating to Deconversion Services reasonably anticipated or contemplated by the Parties and requested by Customer, said activities shall be considered to be provided to Customer as part of the fees payable under this Section 6.2.

(h) Contemporaneously with the execution and delivery of this Agreement, CSG agrees to deliver to Customer a fully executed, irrevocable, special power-of-attorney in form and substance of that attached hereto as Schedule N, in which CSG authorizes Customer (on any day after it is required to do so pursuant to the actions ** proceedings authorized ** contemplated by this Section 6.2, ** otherwise by the Special Master (hereinafter referred to as the “Trigger Event”) to ****** ***** **** ************,****. (“***** ****”) ** *** ****** *** **** ** *** ** *******, *** ** **l **** ********* ** ******** *** ******** ** *** ** ***** ****, ** * ****** ******** ********* ** ******** *** ***** ****. ******** ************ **** ***** **** ***** **** ** *********** *** ********* **** **** ***** **** *** ** *** **********, ******* ** ******* *** *** *** ********** ** *******. ******** ***** **** ** ********** ** ****** ***** **** ** ****** ** ***** **********, *********, *** *** ******* **, *** ********* ** *** *********,******** ** ******** ******** ** ********** ** *** ** ***** **** ** *** ***** **** ******** ** ********, *** *** ***** ******** ********* *** *** ** ******* ** *********** *** ***** ** **** ******* ***, ******** **** ******** ** ********** ** ***’* **** ********** ********* **** ***** ****. *** *** ******* ** *** ********** ********** ** ************ ** **** ******* ***, *** ****** ***** **** ****** ******** ***** ** ****** ** **** *** *********, ************** *** ***** ****** ****** ** ******* **** **********. *******, *** ****** **** ** *** ***** ** * ******* *****, ***** **** ****** ******** ***** ** ****** ** **** *** *********, ************** *** ***** ****** ****** ** ******* **** **********. *******, *** ***** **** ** *** ***** ** * ******* *****, ***** **** ****** ******** ***** *********** ******* **** *** ******** ********* ** *** *** ************ ********* ** ***** ********** (*** * *********) ***** *** ** ***** ********** ** * ****** **** ** ***** ******** ****** ** ******** ** *** **** ** *** ******* *****, ********* ‘******* *******’ *********; **** *** ************* *******; *** ******** ******* ********** ** *** ******* *** ******** *** *** ******, *** *****, ******, ******* ** ***** ********* ********** ****** **** *** ********; *** ************* *** ************** ********* ********** *** ********* **** ** ******* *****, ***** **** ******, **** **** *****, ********* **** ********, *** ******; ********* ********** ****** *** ***, ******* *** *** ***** *** ******** ********; **** ******, ******** ******* *** *********, ********* ********** ******; ****** ****** *** ************ *************, ********* *** ************, **** ******, ****** **************, ********* ********, *********** ************, ******* *********, *** *** ***** ******* *********** *** *********** *************; *** *********** ******* **********.

(i) Without limiting any other provision of this Article 6, and upon payment of Undisputed fees or charges, upon termination or expiration of this Agreement for whatsoever reason, all Customer Data in CSG’s possession shall be returned to Customer, except as to portions thereof to which Customer may agree, in which case said data shall be destroyed.

9

CONFIDENTIAL AND PROPRIETARY INFORMATION - FOR USE BY AUTHORIZED EMPLOYEES

OF THE PARTIES HERETO ONLY AND IS NOT FOR GENERAL DISTRIBUTION

WITHIN OR OUTSIDE THEIR RESPECTIVE COMPANIES

“Confidential Treatment Requested and the Redacted Material has been separately filed with the Commission.”

(j) All written notification from Customer shall be pursuant to the terms and conditions of Section 12.10. To the extent CSG deems any notice received by Customer is not in compliance with Section 12.10, CSG shall notify Customer immediately of the exact nature of the deficiencies and what information is needed for CSG to perform the requested tasks.

6.3 Delivery of Items. Upon the expiration or termination of this Agreement for any reason, Customer will promptly pay CSG Undisputed fees and Reimbursable Expenses that are due, invoiced and unpaid for the Services and Deliverables provided by CSG prior to the termination. At any time (upon request by the disclosing Party) the receiving Party will, deliver to the disclosing Party all notebooks, documentation and other items that contain, in whole or in part, any disclosing Party Confidential Information used in performance of the Services.

ARTICLE 7

INDEMNITY

7.1 CSG Indemnity. Except with respect to Third Party Software, if a claim or an action is brought against Customer claiming that the Products infringe a copyright, trademark, trade secret or U.S. patent issued as of the Effective Date, CSG will defend Customer at CSG’s expense and pay the damages, liabilities, costs and expenses, including reasonable attorneys’ fees and costs incurred by Customer in the infringement claim or action, but only if (i) Customer notifies CSG promptly upon learning that the claim is asserted or threatened to be asserted, (ii) CSG has sole control over such defense of the claim and any negotiation for its settlement or compromise and (iii) Customer takes no action in connection with such claim or action that, in CSG’s reasonable judgment, is contrary to CSG’s interest.

7.2 Opportunity to Cure. If a claim described in Section 7.1 is threatened or has been asserted, Customer will permit CSG, at CSG’s option and expense, to (i) procure the right to continue using the Product, (ii) replace or modify the Product to eliminate the infringement while providing functionally equivalent performance that does not cause business interruption to Customer or its operations, or additional costs to Customer in utilizing said replacement or modification with its existing customer care, billing and related systems of Customer, or (iii) accept the return of the Product and refund to Customer the amount of the fees actually paid to CSG and allocable for such Product, and a pro rata share of any maintenance fees that Customer actually paid to CSG for the period that such Product was not usable.

7.3 Limitation. CSG shall have no indemnity obligation to Customer if the infringement claim results from (i) a correction or modification of the Product not provided by or on behalf of CSG, (ii) Customer’s failure to promptly install an Update provided by CSG which CSG provides in a timely manner at no cost to Customer (including and not limited to additional costs related to using such software in the manner authorized or otherwise reasonably necessary for commercial implementation of the software in the Designated Environment) and notifies Customer that the particular Update is provided to eliminate or prevent the infringement, or (iii) the combination of the Product with other items not provided by CSG, except to the extent authorized in writing by CSG or otherwise reasonably necessary for commercial implementation of the Products, or Services in the Designated Environment; ******** ******* **** ******* ** ******** ******** **** ****** ******** ***** ******** ** **** ** *** ***** ********* ** ******* *** ** ********** ** *** **** ********, *** **** ******** ****** ******** ** **** ***** *** ******* ** *** *** *********** ** ************ ** *** ****** ******* **** ** ****** ** ***** ************ ********** ******* **** ********* *** ************. ** *** ***** ******** **** *** ******* *** ****** ******* **** *** ****** ** ***** *******, *** **** ** ******** ** *** *********** ***** **** ******* * **** ******* ** *** ************ ****** ***** ** ********** ********* *********** ** *** ******* **** *** ****** *******. THE REMEDIES SET FORTH IN SECTIONS 7.1 AND 7.2 ARE CUSTOMER’S SOLE AND EXCLUSIVE REMEDY FOR AN INFRINGEMENT CLAIM.

10

CONFIDENTIAL AND PROPRIETARY INFORMATION - FOR USE BY AUTHORIZED EMPLOYEES

OF THE PARTIES HERETO ONLY AND IS NOT FOR GENERAL DISTRIBUTION

WITHIN OR OUTSIDE THEIR RESPECTIVE COMPANIES

“Confidential Treatment Requested and the Redacted Material has been separately filed with the Commission.”

7.4 Customer Indemnity. If an action is brought against CSG claiming that Customer’s Intellectual Property infringes a copyright, trademark, trade secret or patent, Customer will defend CSG at Customer’s expense and pay all damages, liabilities, costs and expenses, including reasonable attorneys’ fees and costs incurred by CSG in the infringement action, but only if (i) CSG notifies Customer promptly upon learning that a legal action has been asserted or threatened to be asserted, (ii) Customer has sole control over the defense of the claim and any negotiation for its settlement or compromise, and (iii) CSG takes no action that, in Customer’s reasonable judgment, is contrary to Customer’s interest. Customer shall have no indemnity obligation to CSG to the extent that the infringement claim results from a correction or modification not provided by Customer. THE REMEDIES SET FORTH IN THIS SECTION ARE CSG’S SOLE AND EXCLUSIVE REMEDY FOR AN INFRINGEMENT CLAIM BASED ON CUSTOMER’S INTELLECTUAL PROPERTY.

ARTICLE 8

REPRESENTATIONS AND WARRANTIES

8.1 Limited Warranty. CSG warrants that the Products will (i) conform to CSG’s published specifications in effect on the date of delivery, and (ii) perform in a certified Designated Environment substantially as described in the accompanying Documentation for a period of ****** (***) days after the date of delivery. CSG warrants that, for a period of one year from the date the applicable Technical Services are performed, such Technical Services were performed in a professional and workmanlike manner. CSG provides any Third Party Software that is not Embedded Third Party Software AS IS. Other than as expressly set forth in this Section 8.1, Customer acknowledges that the Products and any such Third Party Software may not satisfy all of Customer’s requirements and the use of the Products and such Third Party Software may not be uninterrupted or error-free. CSG further warrants that it has not knowingly inserted, or knowingly allowed to be inserted, and will use all commercial efforts to prevent insertion, into the Products, Services or Recurring Services, and the medium in which the Products, Services or Recurring Services, and other materials are provided to Customer by CSG, any program, information, code and commands, including viruses, bombs, worms, backdoors or Trojan horses, (i) that are designed to cause the Products, Services or Recurring Services or any of Customer’s software or hardware systems to malfunction, self-destruct or deny services, (ii) that are designed to cause damage to or degrade performance of any computer, network, or any information, program or data contained therein, or (iii) that are designed to enable unauthorized access to any of Customer’s software or hardware systems.

8.2 Remedies. In case of breach of warranty or any other duty related to the quality of the Products, CSG or its representative will correct or replace any defective Product or, if not practicable, CSG will accept the return of the defective Product and refund to Customer the amount actually paid to CSG allocable to the defective Product, and all maintenance fees that Customer actually paid to CSG related to the defective product from the inception of the license grant. Except for CSG’s obligations set forth in Article 7, Customer acknowledges that this Section sets forth Customer’s sole and exclusive remedy, and CSG’s exclusive liability, for any breach of warranty or other duty related to the quality of the Products or Deliverables. THE REMEDIES SET FORTH IN THIS PARAGRAPH ARE SUBJECT TO THE LIMITATION OF LIABILITY SET FORTH BELOW IN SECTION 9.2.

8.3 Exclusion of Certain Warranties. EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT, ALL WARRANTIES, CONDITIONS, REPRESENTATIONS, INDEMNITIES AND GUARANTEES WITH RESPECT TO THE PRODUCTS, ANY THIRD PARTY SOFTWARE, AND THE SERVICES, WHETHER EXPRESS OR IMPLIED, ARISING BY LAW, CUSTOM, PRIOR ORAL OR WRITTEN STATEMENTS BY CSG, ITS AGENTS OR OTHERWISE (INCLUDING, BUT NOT LIMITED TO ANY WARRANTY OF MERCHANTABILITY, SATISFACTION, OR FITNESS FOR PARTICULAR PURPOSE) ARE HEREBY OVERRIDDEN, EXCLUDED AND DISCLAIMED. CUSTOMER ACKNOWLEDGES AND AGREES THAT THE PRODUCTS AND SERVICES BEING PROVIDED ARE NOT WARRANTED TO BE ERROR-FREE.

ARTICLE 9

LIMITATION OF REMEDIES AND DAMAGES

9.1 Protection of Data and Property. Backup and recovery plans or backup and recovery software is not included with the Products that are located at Customer’s site(s). Any Customer documents, data and files located at Customer’s site(s) are and shall remain Customer’s property; and therefore, Customer is solely responsible for its own backup and recovery plan(s) for its data stored within the Designated Environment or utilized within such Products.

11

CONFIDENTIAL AND PROPRIETARY INFORMATION - FOR USE BY AUTHORIZED EMPLOYEES

OF THE PARTIES HERETO ONLY AND IS NOT FOR GENERAL DISTRIBUTION

WITHIN OR OUTSIDE THEIR RESPECTIVE COMPANIES

“Confidential Treatment Requested and the Redacted Material has been separately filed with the Commission.”

9.2 No Consequential Damages/Limitation of Liability.

EXCEPT FOR INDEMNIFICATION OBLIGATIONS SET FORTH IN SECTION 7, A BREACH BY EITHER PARTY OF ARTICLE 10 (CONFIDENTIALITY), UNDER NO CIRCUMSTANCES WILL EITHER PARTY OR THEIR RELATED PERSONS, LICENSORS OR VENDORS BE LIABLE TO THE OTHER FOR ANY CONSEQUENTIAL, INDIRECT, SPECIAL, PUNITIVE OR INCIDENTAL DAMAGES OR LOST PROFITS, WHETHER FORESEEABLE OR UNFORESEEABLE. FOR THE PURPOSE OF THIS AGREEMENT, CUSTOMER’S OBLIGATION TO PAY THE REMEDIES UNDER SECTION 12.3 SHALL BE CONSIDERED DIRECT DAMAGES.

EXCEPT FOR DAMAGES OR LIABILITIES RELATED TO SECTIONS 6.2 (TERMINATION ASSISTANCE AND CUSTOMER DATA), 7.2 (INDEMNITY) OR ARTICLE 10 (CONFIDENTIALITY), OR CUSTOMER’S OBLIGATION TO PAY ANY REMEDIES UNDER SECTION 12.3, IN NO EVENT WILL THE AGGREGATE LIABILITY WHICH CSG, CUSTOMER, THEIR LICENSORS OR THEIR VENDORS INCUR DURING THE INITIAL TERM OF THIS AGREEMENT EXCEED ***** ******* *** ****** ******* ($***). THESE LIMITATIONS APPLY TO ALL CAUSES OF ACTION OR CLAIMS IN THE AGGREGATE DURING THE ENTIRE TERM OF THIS AGREEMENT.

THE AFOREMENTIONED EXCLUSIONS AND LIMITATIONS OF DAMAGES SHALL BE INDEPENDENT OF, AND SHALL SURVIVE, ANY FAILURE OF THE ESSENTIAL PURPOSE OF ANY WARRANTY OR LIMITED REMEDY STATED HEREIN, AND SHALL APPLY EVEN IF THE LIABLE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

9.3 Pay-Per-View Liability.

(*) *************** ******** ** *** ******** ******, ***** ***** ********* **** ******* ** **** ************ *********** *** *** *** *** ******, *******, ****** ** ******** ******** ** ******** ******* ******** ** ********** *** ** ***** ********** ** ************ *********** ** ********** **** ************ ****** (“*** ******”) ***** ** ******* ** *** ****** ******* ******** ******** ** ******** *** ****** ** ***** ********** ** *** ******** ** **** ***********, ***** ********* ***** ** ******* ** *** *********** *** ***** ** ******* *** *****.

(*) *************** ******** ** *** ******** ******, ***** *** ** ********** *** ******** **** ******* (***) ** **** ************ ** ********** **** * ************ ***** ***** **** * *** ***** (“*** *****”), ***** ***** ********* *** *** ******, *******, ****** ** ******** ******** ** ******** ******* ******** ** ********** *** ** ***** ********** ** ************ *********** ***** ** ******* ** *** ****** ******* ******** ******** ** ******** *** ****** ** ***** ********** ** *** ******** ** **** ***********, ***** ********* ***** ** ** ***** ***** ***** *** ******* *** *********** ******** ******* ($***) *** *** *****. ******** ******* ****** **** ***** ********* ********* ** ********** **** *** ********** ** *** *** **** *********** *** *** ****** ****** *** ********* ***** ***** *** ****** ***** ******* *** ************ ******** ******* ($***). ** *** ***** *** ** ********** **** **** *** ******** **** ******* (***) ************ ** ********** **** * *** *****, **** ***** ********* ***** ** ******* ** *** *********** *** ***** ** ******* *** *****. *** ******** ** **** ******* ***, “*** ******” ***** *** ******* *************** ******.

(*) *** ******* ****** ****, ** *** ****** ** ********* *********** **** *** **** ***** ***** ******* (***) ****** *** ****** ****** ********* *** ***** ****** **** ** * ***** ***** **** ******* ***, ***** ********* ********* ***** ************ ***(*) ***** ***** ******* *** ***** ******** ******* ($***) *** *** ***** *** ***** ********* ********* ***** ** ***** ******* *** ***** ******** ******* ($***) *** *** ****** ****** *** ******** ****.

(*) *** ****** **** ** *** ** ******** ** ********** **** ***** ********** ** ************ *********** ** ********** **** **** ******* *** ***** ** ** *** **** ** * ****** ******* ** *** ** ********** ******* ******* **** ***. ******** **** ****** *** ** ******* ****** ***** (***) **** ** *** *****(*) ****** **** ** * ***** ***** **** ******* ***. ** ****** ****** ** *** ******** ** *** ****** **** **** (***) *** ******, **** ******** ****** **** *** ***** **** ** ********* ********** ********* ******* **** *****

12

CONFIDENTIAL AND PROPRIETARY INFORMATION - FOR USE BY AUTHORIZED EMPLOYEES

OF THE PARTIES HERETO ONLY AND IS NOT FOR GENERAL DISTRIBUTION

WITHIN OR OUTSIDE THEIR RESPECTIVE COMPANIES

“Confidential Treatment Requested and the Redacted Material has been separately filed with the Commission.”

**** ** ********* ********** **** ************ ********** ****** *** ****** ** *******, ** *******, ** ********* **** ***************. *** ****** ***** ********* ** ******** ***** ******* *** ******* ********* *** *** ** ***** * ********* ****. **** ******* ***** ** *** ***** ************ ********** **** ******* ** ******* *** ******** ** ********* *********** ******* **** ** *********** ** ******** **** ***** **** **** ** *** ********* *********. ******** ************ **** *** ******* ******* ** ******** ***** **** ******* ***(*) *** ******* ** ***** ***** ** ******* ** ******* ***.

ARTICLE 10

CONFIDENTIAL INFORMATION

10.1 Definition. Customer or CSG may reveal information to the other Party relating to each other’s business, the Products, Deliverables, Services and any Third Party Software provided hereunder, which is confidential (“Confidential Information”). Confidential Information shall include, without limitation, all of Customer’s and CSG’s trade secrets, and all know-how, design, invention, plan or process, Customer Data, and Customer’s data and information relating to Customer’s and CSG’s respective business operations, services, products, research and development, CSG’s vendors’ or licensors’ information and products, and all other information that the receiving Party should know from the markings or the circumstances of disclosure.

10.2 Restrictions. Subject to Section 10.4 below, each Party shall maintain the confidentiality of such Confidential Information and not show or otherwise disclose such Confidential Information to any third parties without the prior written consent of the disclosing Party. Each Party shall use the Confidential Information solely for purposes of performing its obligations under this Agreement. Each Party shall indemnify the other for any loss or damage the other Party may sustain as a result of the wrongful use or disclosure by such Party (or any employee, agent, licensee, contractor, assignee or delegate of the other Party) of its Confidential Information. Neither Party will allow the removal or defacement of any confidentiality or proprietary notice placed on any of the other Party’s documentation or products. The placement of copyright notices on these items will not constitute publication or otherwise impair their confidential nature.

10.3 Disclosures. Neither Party shall have any obligation to maintain the confidentiality of any Confidential Information which: (i) is or becomes publicly available by other than unauthorized disclosure by the receiving Party; (ii) is independently developed by the receiving Party as demonstrated by its written records; or (iii) is received from a third party who has lawfully obtained such Confidential Information without a confidentiality restriction. If, in the judgment of counsel, disclosure is required by law (including securities laws), the receiving Party will so inform the disclosing Party, which may pursue any protective treatment from the court of competent jurisdiction. Provided the receiving Party cooperates with the disclosing Party at the disclosing Party’s expense and the disclosing Party is unable to obtain a protective order, the receiving Party may disclose to such authority data, information or materials involving or pertaining to Confidential Information to the extent required by such order or authority. If an unauthorized use or disclosure of Confidential Information occurs, the Parties will take all steps that may be available to recover the documentation and/or products and to prevent their subsequent unauthorized use or dissemination.

10.4 Limited Access. Subject to Section 12.5 of this Agreement and Section 11 of Schedule B, each Party shall limit the use and access of Confidential Information to such Party’s bona fide employees or agents, including independent auditors and required governmental agencies, who have a need to know such information for purposes of conducting the receiving Party’s business and who agree to comply with the use and non-disclosure restrictions applicable to the products and documentation under this Agreement. If requested, the receiving Party shall cause such individuals to execute appropriate confidentiality agreements in favor of the disclosing Party. Each Party shall notify all employees and agents who have access to Confidential Information or to whom disclosure is made that the Confidential Information is the confidential, proprietary property of the disclosing Party and shall instruct such employees and agents to maintain the Confidential Information in confidence.

13

CONFIDENTIAL AND PROPRIETARY INFORMATION - FOR USE BY AUTHORIZED EMPLOYEES

OF THE PARTIES HERETO ONLY AND IS NOT FOR GENERAL DISTRIBUTION

WITHIN OR OUTSIDE THEIR RESPECTIVE COMPANIES

“Confidential Treatment Requested and the Redacted Material has been separately filed with the Commission.”

ARTICLE 11

EQUITABLE RELIEF AND MEETINGS

11.1 [Intentionally left blank]

11.2 Equitable Relief. Subject to the penultimate sentence of Section 3.8.2 of this Agreement, nothing in this Agreement will prevent either Party from seeking interim injunctive relief against the other Party in the courts having jurisdiction over the other party.

11.3 Meetings. The Parties will jointly develop a formal process for reporting and tracking software problems (“Incident Reports”), and the reporting of them to Customer on no less than a monthly basis. The Parties shall also meet monthly to discuss and coordinate operational and other issues arising from this Agreement, anticipated operational and business needs of the Customer, and, if applicable, any proposed changes to the Designated Environment. The Parties further agree to meet once in every calendar year to review the Designated Environments and discuss any proposed changes thereto.

11.4 Special Master. Within thirty (30) days of the execution of this Agreement, the Parties agree to designate a mutually acceptable Special Master for the purpose of having exclusive jurisdiction of matters and disputes associated with Section 6.2 of this Agreement. **** ******* ****** ***** **** ********* ** ***** ********** ** ********* *** *********** ** ***** ********* ** *** ** ********** ********* ** ****** ***** ** *** ******* ****** ****** **** ******* ** ******* *** ******** ********** **** ******* ***. *** ******* ******** ******** *** ****** ***** *** ** ******* ** *** ****** ** ************, *** *** ******* ***** ** ** ***** *******. **** ******* ****** ***** **** *** ********* ** ***** ********* ** ********** ******, *******, **** ******* ****** ***** ***** ** ***** ** ********* ** **** **** ***** **** ******** *** ******** ** ********* *******. **** ******* ******, ** ** ********* ********* ********** ********** ** *** *******, ***** ** ********** ****** *** ******* **** ** **** *********. *** ******* ******** ***** **** ** *** ********* ****** ** *** ******* *** *** ******, *************, ****** ** *********** ********* ** ** ***** ** *** ******* ****** ******** ** ******* ***. *** ***** **** (i) ** ******* *** **** ** **** ******* ********* ** *** ***, ********** ** ******, *** (ii) ******* ******** **** *** **** *** ***** ** ******** ***** ** ** ***** ****, ******** ** *** ******* ****** ******* ** ********** ***. ******** **** *** ******* ******** ***** *** ** ******* ** *** ***** **** *** ************ *******. *** ********** *****, **** ** ******** ******** ** ********* *** ******* ******** ***** **** ** ******* ******* *** ***** **** ******* *** ***********.

11.5 Arbitration

Except for those matters subject to Section 11.4, any controversy or claim arising out of this Agreement, or the existence, validity, breach or termination thereof, whether during or after its termination or expiration, will be finally settled by arbitration in accordance with the Commercial Arbitration Rules of American Arbitration Association (“AAA”), as modified or supplemented under this Section 11.5.

(a) To initiate arbitration, either Party may give the appropriate notice at the Regional Office in *** ****, *** ****. *** ************ ***** **** ******* ** ***** (***) ***********, *** ********** ********* ** **** ***** *** * ***** ******* ********** ********* ** *** *** (***) *********** ********** ** *** ******* ***** ***** ** ** ***** ** *** ******* ******. Any communications between a Party and any appointed panel will be directed to the AAA for transmittal to the panel. The panel shall have the authority to order production of documents and deposition of Party witnesses as may be reasonably requested by either Party or the panel itself. The Parties expressly agree that the arbitrator or panel will be empowered to, as to either Party’s request, grant injunctive relief. *** ******* ******* ***** **** ** *** ****** ********** ********, ** *********** ***** ***** ** **** ******** ** **** ******* **** ****** *** ******* *** ****** (***) **** ** *** ***** ********* ** *** *****.

(b) The arbitral award will be the exclusive remedy of the Parties for all claims, counterclaims, issues or accountings presented to the panel. The award will (i) be granted and paid in U.S. dollars exclusive of any tax, deductions or offset, and (ii) include interest from the date the award is rendered until it is fully paid, computed at the

14

CONFIDENTIAL AND PROPRIETARY INFORMATION - FOR USE BY AUTHORIZED EMPLOYEES

OF THE PARTIES HERETO ONLY AND IS NOT FOR GENERAL DISTRIBUTION

WITHIN OR OUTSIDE THEIR RESPECTIVE COMPANIES

“Confidential Treatment Requested and the Redacted Material has been separately filed with the Commission.”

maximum amount allowed by applicable law. Judgment upon the arbitral award may be entered in any court that has jurisdiction thereof. *** ********** *****, **** ** ******** ******** ** ********* *** ******** ***** **** ** ******* ******* *** ***** **** ******* *** ***********.

ARTICLE 12

GENERAL TERMS AND CONDITIONS

12.1 Reporting

(a) Status Reports: Upon Customer’s request to the Comcast Strategic Business Unit (“SBU”), CSG shall prepare a written status report, in a format to be mutually agreed to in advance, to Customer detailing the status of the any or all outstanding Statements of Work issued pursuant to this Agreement. The status report shall enumerate any problems that may adversely affect the progress of the Deliverables from such Statements of Work and shall contain such additional information as mutually agreed upon by the Parties. In addition to providing current schedule estimates of project completion or milestone achievement, status reports shall provide an accurate and timely accounting of all billable expenses incurred and billable labor hours expended for each outstanding Statement of Work. Status reports shall be provided in printed form as well as in a widely used word processing and /or spreadsheet or database format such as Microsoft Excel or Access as appropriate to the structure of the reports and as the Parties mutually agree. Delivery schedules for such status reports shall be mutually agreed upon at the time of Customer’s request.

(b) Project Book: Upon Customer’s request to the SBU, for projects with an estimated cost exceeding *** ******* ******** ******* ($***), CSG shall, at its sole cost and expense, maintain a project book in a format to be mutually agreed upon in advance, which shall contain: (1) the names, titles, and business addresses of CSG’s personnel managing services related to a Statement of Work issued pursuant to this Agreement; (2) a copy of the Statement of Work; (3) a copy of status reports for such Statement of Work; (4) documentation and manuals developed as part of the Statement of Work; and (5) any other data in CSG’s possession substantially pertinent to the progress and/or status of the Statement of Work, such as confidentiality agreements, subcontracts, amendments, or Change Orders relating to the Statement of Work. Delivery schedules for such project books shall be mutually agreed upon at the time of Customer’s request. The project book shall be the property of Customer and shall be provided to Customer upon request.

12.2 Survival. Termination or expiration of this Agreement shall not impair either Party’s then accrued rights, obligations, liabilities or remedies. Notwithstanding any other provisions of this Agreement to the contrary, the terms and conditions of Sections 1.3, 1.4, 1.6, 2.1, 3.5, 3.7, 3.9, 3.10, 5.2, 6.2, 6.3, Articles 7 through 12, and Schedules A, I, J and N shall survive termination or expiration of this Agreement.

12.3 Minimums.

(a) “Discontinuance Fee” shall mean the remaining unpaid portion of the Minimums through December 31, 2006, existing upon the effective date of termination.

(b) Each month during the term of this Agreement, Customer shall pay the applicable fees set forth in Schedule F for the actual number of Connected Subscribers being processed by CSG during the month. Customer further agrees to pay the Minimums in accordance with the following:

(i) Upon the Effective Date through December 31, 2006, at the end of each calendar year, Customer shall pay the difference between the annual Minimums set forth in Schedule F and all fees invoiced and otherwise identified as counting toward the Minimums in accordance with page 2 of Schedule F, for the calendar year. Customer’s December invoice shall reflect the applicable monthly fee for December (in accordance with Schedule F) as well any additional amounts to be paid (if any) in order for Customer to achieve the annual Minimum for that calendar year.

(ii) From January 1, 2007 through December 31, 2008, for each month Customer is processing *** (***) ******* or more Connected Subscribers, Customer shall pay the greater of (i) the applicable fees set forth in Schedule F for the actual number of Connected Subscribers being processed by CSG during the month, or (ii) the monthly Minimums set forth in Schedule F. Any monthly payment exceeding the monthly Minimums shall be credited to only the following month’s Minimums. CSG

15

CONFIDENTIAL AND PROPRIETARY INFORMATION - FOR USE BY AUTHORIZED EMPLOYEES

OF THE PARTIES HERETO ONLY AND IS NOT FOR GENERAL DISTRIBUTION

WITHIN OR OUTSIDE THEIR RESPECTIVE COMPANIES

“Confidential Treatment Requested and the Redacted Material has been separately filed with the Commission.”

acknowledges that once Customer processes less than *** (***) million Connected Subscribers under this Agreement, the monthly Minimums shall no longer apply in any succeeding month and Customer shall pay only the applicable fees set forth in Schedule F for the actual number of Connected Subscribers being processed by CSG during the month.

(c) The Parties have mutually agreed upon the fees for the Products and Services to be provided hereunder based upon CSG receiving the Minimums and/or Discontinuance Fee pursuant to terms of this Agreement. Customer acknowledges and agrees that, without Customer’s obligation to pay the Minimums and/or Discontinuance Fee pursuant to this Section 12.3, CSG would have been unwilling to provide the Products and Services at the fees set forth in Schedule F. Because of the difficulty in ascertaining CSG’s actual damages for a termination or other breach of this Agreement by Customer resulting in a termination of this Agreement before the expiration of the Initial Term, Customer agrees as follows:

(i) Upon a termination of this Agreement in its entirety on or prior to December 31, 2006 which is either uncontested or pursuant to a final arbitral award under Section 11.5, for reasons other than by Customer pursuant to those exclusively described in Section 6.1(b) or 6.1(c), then in addition to all other Undisputed amounts then due and owing to CSG for Services previously rendered, CSG shall receive the Discontinuance Fee as its sole and exclusive remedy at law or equity and, except as expressly set forth in this Section 12.3, Customer shall have no further obligations or liabilities under this Agreement or otherwise. In the event CSG continues to provide Services in relation to Customer’s Connected Subscribers after the effective date of termination through December 31, 2006, and the fees for such Services exceed the Discontinuance Fee paid by Customer, then Customer shall pay to CSG any and all Fees earned by CSG pursuant to Schedule F in excess of the paid Discontinuance Fee. Customer further agrees that if CSG continues to provide Services in relation to Customer’s Connected Subscribers after December 31, 2006, CSG shall receive any additional amounts incurred by Customer after December 31, 2006, pursuant to the Fees set forth in Schedule F, including, but not limited to any applicable Minimums described in subparagraph (b)(ii) above.

(ii) Upon termination of this Agreement in its entirety on or after January 1, 2007, which is either uncontested or pursuant to a final arbitral award under Section 11.5, for reasons other than by Customer pursuant to those exclusively described in Section 6.1(b) or 6.1(c) then in addition to all other Undisputed amounts then due and owing to CSG for Services previously rendered, CSG shall be entitled to receive the damages incurred by CSG solely to the extent such termination was pursuant to Section 6.1(b) for Customer’s breach. In addition, CSG shall be entitled to charge Customer, pursuant to the fees set forth in Schedule F, any additional fees incurred by Customer after the effective date of termination to the extent CSG continues to provide Services in relation to Customer’s Connected Subscribers, including, but not limited to, any applicable Minimums described in subparagraph (b)(ii) above.

(d) *** ******* *********** *** ***** **** *** ************** *** ** * ********** ********** ** *** ****** ******* **** *** ***** ****** ** * ****** ** * *********** ** **** ********* *** ******* ***** **** ** ******** ******** ** ***** *********** ********* ** ******* ***(*) ** ***(*). *** ******* ****** **** **** ***** *** ******* *** ************** ** ******** ** *** ************** ***. ****** ***** **** ** * ******* ******* *** *******, *** ******* ****** **** **** ***** *** **** ****** ****, ** ** *** *** ******* *** ************** ** *** ************** *** ** ********** **** *** ***** ** **** *******. ****** ****** ***** **** *** **** ******, *** ***** ***** ***** ** ********, ******** ** *** ***** *** ***** ** ******* ****, ** *** *** **** *** ******* ** **** *** ******* ** ****** ******* * ****** ** ******** ******* ** **** *** ************** *** ****** ************. *** ************ **** *** ******* ******* ** *** ***** **** ******* **** *** ******* ** ********** ***** ** ******* ** ******* *** *** **** ******** **** *** ***** *** ***** ****** ** ******** ** ****** *** ******, ****** ** *********** ******* ** ******* **** ****** ** ********* ********* *** ***** ** **** ******* *****.

12.4 Independent Contractor

(a) CSG warrants and agrees that it is engaged in an independent business and that it and its employees and agents will perform under this Agreement as independent contractors and not as agents or employees of Customer; and that it will maintain complete control over performance by its employees, agents and subcontractors. Customer is not liable for debts or expenses incurred by CSG, its employees, agents and subcontractors. Nothing in this Agreement or any subcontract shall create any contractual relationship or liabilities between any agent or subcontractor and

16

CONFIDENTIAL AND PROPRIETARY INFORMATION - FOR USE BY AUTHORIZED EMPLOYEES

OF THE PARTIES HERETO ONLY AND IS NOT FOR GENERAL DISTRIBUTION

WITHIN OR OUTSIDE THEIR RESPECTIVE COMPANIES

“Confidential Treatment Requested and the Redacted Material has been separately filed with the Commission.”

Customer. CSG shall be responsible for its own acts and those of its agents, employees and subcontractors in connection with performance of this Agreement.

(b) CSG will be solely responsible for all matters relating to payment of its employees, including compliance with workers’ compensation, unemployment, disability insurance, social security withholding, and all other federal, state and local laws, rules and regulations governing such matters. CSG and its employees are not entitled to unemployment insurance benefits as a result of performing under this Agreement unless unemployment compensation coverage is provided by CSG. CSG is responsible for and shall pay all assessable federal and state income tax on amounts paid under this Agreement. CSG shall be solely responsible for its safety, the safety of its employees, its subcontractors and agents, and its general work area while on CSG’s premises. Each Party shall be solely responsible for the acts and omissions of their respective employees, subcontractors and agents while on the other’s premises

12.5 Subcontractors. CSG shall provide Customer written notice prior to subcontracting any obligations hereunder. Such requirement shall not apply to purchases of incidental, standard commercial supplies or raw materials. Notwithstanding the preceding, CSG shall have the right to engage consultants, supplemental staffing, or individual independent contractors to perform any Services CSG deems necessary, without providing notice to Customer. However, CSG agrees to indemnify, defend and hold Customer harmless against any and all losses and/or damages incurred by the Customer arising from such third party’s acts or omissions subject to the limitations contained herein as though such contractors were employees of CSG.

12.6 Force Majeure. Neither Party will be liable for any failure or delay in performing an obligation under this Agreement that is due to causes beyond its reasonable control, including, but not limited to epidemics, earthquake, lightning, failures or fluctuations in electrical power or telecommunications equipment, accidents, floods, acts of God, the elements, war, civil disturbances, acts of civil or military authorities or the public enemy, acts or omissions of any common carrier, strikes, labor disputes, regulatory restrictions, restraining orders or decrees of any court, changes in law or regulation or other acts of government, transportation stoppages or slowdowns or the inability to procure parts or materials; provided, Customer’s obligations relating to fees or payment relating to specific Products, Services or Recurring Services shall be forgiven to the extent such events interfere with Customer’s use of any such Products, Services or Recurring Services. These causes will not excuse Customer from paying accrued Undisputed amounts due to CSG through any reasonably available lawful means reasonably acceptable to CSG.

12.7 Assignment. Neither Party may assign, delegate or otherwise transfer this Agreement or any of its rights or obligations hereunder without the other Party’s prior approval, which shall not be unreasonably withheld. Any attempt to do so without such approval will be void. Notwithstanding the foregoing, Customer and CSG may assign this Agreement, upon notice to the other, to a related or unrelated person in connection with a transfer of all or substantially all of its stock or assets to a third party, and Customer and CSG hereby consent to such assignment in advance.

12.8 Source Code Escrow. Within thirty (30) days of the Effective Date, at Customer’s sole cost and expense, CSG will add Customer as a beneficiary to CSG’s Master Preferred Source Code Escrow Agreement attached hereto as Schedule I (“Source Code Agreement”) with the third party escrow agent Data Securities International, Inc. (“DSI”). CSG shall, at CSG’s sole cost and expense, place and maintain the Products and the software used by CSG and identified in Exhibit A, in source code form, together with all appropriate supporting materials (collectively, the “Deposit Materials”), in trust with DSI and, except as expressly provided in the following sentence, shall provide Updates to the Deposit Materials within fifteen (15) days of the first and sixth months of each calendar year at CSG’s sole cost and expense. Notwithstanding the above, CSG agrees to deposit Updates to the code necessary to provide the CCS Services on a monthly basis at CSG’s sole cost and expense. In the event that CSG (i) files for protection under Chapter 7 of the bankruptcy laws of the United States of America or takes other steps to liquidate its assets for the purposes of discontinuing its business, (ii) ceases to provide maintenance and support for any of the software listed in Exhibit A of the Source Code Agreement, or (iii) in the event First Data fails to strictly comply with the provisions of Section 6.2 as set forth in the power-of-attorney attached in Schedule N (each of the foregoing, a “Release Condition”); then, Customer may request a release of the applicable Deposit Materials related to the Product(s) and/or Service(s) sufficient to allow Customer to maintain services for Customer’s cable systems that utilized the applicable, software or services.

12.9 Construction and Interpretation. Each Party hereto acknowledges that it was represented by counsel in connection with this Agreement and the transactions contemplated herein, that it and its counsel reviewed and

17

CONFIDENTIAL AND PROPRIETARY INFORMATION - FOR USE BY AUTHORIZED EMPLOYEES

OF THE PARTIES HERETO ONLY AND IS NOT FOR GENERAL DISTRIBUTION

WITHIN OR OUTSIDE THEIR RESPECTIVE COMPANIES

“Confidential Treatment Requested and the Redacted Material has been separately filed with the Commission.”

participated in the preparation and negotiation of this Agreement and the documents and instruments to be delivered hereunder, and that any rule of construction to the effect that ambiguities are to be resolved against the drafting party shall not be employed in the interpretation of this Agreement or the documents and instruments to be delivered hereunder. This Agreement constitutes the entire agreement between the Parties and supersedes any and all written or oral prior agreements and understandings regarding the matters herein including, and not limited to, the Prior Agreements. Each Party has not relied on and will not rely on, and each Party is not liable for or bound by, any express or implied warranties, guaranties, statements, representations or information pertaining to the matters herein, excluding those warranties which are set forth elsewhere in this Agreement. This Agreement may not be modified except in a writing signed by the Parties. Any attempted oral modification of this Agreement shall be void.

12.10 Notices. Any notice or approval required or permitted under this Agreement will be in writing and will be sent by facsimile, courier or mail, postage prepaid, to the address specified below or to any other address that may be designated by prior written notice. Any notice or approval delivered by facsimile (with electronic confirmation) will be deemed to have been received the day it is sent. Any notice or approval sent by courier will be deemed received one day after its date of posting. Any notice or approval sent by mail will be deemed to have been received on the 5th business day after its date of posting.

If to Customer:	If to CSG:
Comcast Cable Communications
Management, LLC
c/o Comcast Cable Communications	CSG Systems, Inc.
1306 Goshen Parkway	7887 East Belleview, Suite 1000
Westchester, PA 19380	Englewood, CO 80111
Tel: *************     Fax: **************	Tel: (303) 796-2850     Fax: (303) 804-4012
Attn: ** ******, Senior Director	Attn: President with a copy to General Counsel
of Information Systems
With a copy similarly addressed to General Counsel,
Comcast Cable Communications, Inc.

12.11 Binding Authority. No amendments, modifications, or other changes and additions to this Agreement, including, and not limited to, SOWs, LOAs will be effective, binding and enforceable against Customer, unless such are approved in advance, in writing or other manner mutually designated by the Parties, by Customer’s Contract Administrator. The Contract Administrator shall initially be ** ******, Senior Director of Information Systems, or as otherwise designated by Customer to CSG in accordance with Schedule P.

12.12 Publicity. Except for disclosures required by law, each Party will submit to the other all public disclosure(s), advertising and other publicity matters relating to this Agreement in which the other Party’s name or mark is mentioned or language from which the connection of said name or mark may be inferred or implied, and will not publish or use such advertising or publicity matters without the express prior written approval of the other Party Regardless of anything to the contrary herein, CSG may, without the prior written consent of Customer, make reference to the existence of this Agreement and use Customer’s name and mark on CSG’s customer reference lists, in CSG’s newsletters, in CSG’s disclosure documents submitted to the SEC and posted on EDGAR, and on the websites of CSG or its parent company. The Parties agree that a redacted version of this Agreement may be filed with the Securities Exchange Commission and filed on EDGAR.

12.13 Miscellaneous. Any waiver or modification of this Agreement will not be effective unless executed in writing and signed by the Party to be charged. Any attempted oral modification of this Agreement shall be void and of no effect. This Agreement will be governed by and interpreted in accordance with the laws of New York, U.S.A., to the exclusion of its conflict of laws provisions. The Parties agree that the United Nations Convention on Contracts for the International Sales of Goods is specifically excluded from application to this Agreement. If any provision of this Agreement is held to be unenforceable, in whole or in part, such holding will not affect the validity of the other provisions of this Agreement.

12.14 Counterparts and Facsimile. This Agreement may be executed in two or more counterparts, each of which shall be deemed to be an original, but all of which shall constitute one and the same Agreement. A document signed

18

CONFIDENTIAL AND PROPRIETARY INFORMATION - FOR USE BY AUTHORIZED EMPLOYEES

OF THE PARTIES HERETO ONLY AND IS NOT FOR GENERAL DISTRIBUTION

WITHIN OR OUTSIDE THEIR RESPECTIVE COMPANIES

“Confidential Treatment Requested and the Redacted Material has been separately filed with the Commission.”

and transmitted by facsimile machine is to be treated as an original and shall have the same binding effect as an original signature on an original document.

12.15 Schedules and Attachments. The following Schedules and Exhibits are attached and incorporated herein, and each reference herein to the “Agreement” shall be construed to include the following:

Schedule A – Definitions

Schedule B – Product License, Maintenance, Support and Capacity

Schedule C and associated Exhibits – Recurring Services

Schedule D – Designated Environment(s)

Schedule E – Technical Services

Schedule F – Fees

Schedule G – Interim Letter Agreement

Schedule H – Support Services for the Products

Schedule I – Source Code Agreement

Schedule J – Outstanding Statements of Work

19

CONFIDENTIAL AND PROPRIETARY INFORMATION - FOR USE BY AUTHORIZED EMPLOYEES

OF THE PARTIES HERETO ONLY AND IS NOT FOR GENERAL DISTRIBUTION

WITHIN OR OUTSIDE THEIR RESPECTIVE COMPANIES

“Confidential Treatment Requested and the Redacted Material has been separately filed with the Commission.”

Schedule K – Guidelines for Passer Program Requests

Schedule L – Performance and Service Level Standards

Schedule M – Outstanding Fees from Prior Agreements

Schedule N – Power-of-Attorney

Schedule O – Implementation and Conversion Services

Schedule P – Authorization Schedule

THIS AGREEMENT IS NOT EFFECTIVE UNTIL SIGNED ON BEHALF OF BOTH PARTIES.

IN WITNESS WHEREOF, the Parties have executed this Agreement the day and year first above written.

COMCAST CABLE COMMUNICATIONS MANAGEMENT, LLC		CSG SYSTEMS, INC.
By:	/s/ David H. Richardson	By:	/s/ Edward C. Nafus
Name:	David H. Richardson	Name:	Edward C. Nafus
Title:	SVP Administration	Title:	President - Broadband _____
Date:	3/17/04	Date:	3/16/04

20

CONFIDENTIAL AND PROPRIETARY INFORMATION - FOR USE BY AUTHORIZED EMPLOYEES

OF THE PARTIES HERETO ONLY AND IS NOT FOR GENERAL DISTRIBUTION

WITHIN OR OUTSIDE THEIR RESPECTIVE COMPANIES

“Confidential Treatment Requested and the Redacted Material has been separately filed with the Commission.”

Schedule A

DEFINITIONS

“ACH Funds” shall have the meaning as set forth in Exhibit C-3(e).

“Acquiring Entity” shall have the meaning as set forth in Schedule G

“Additional Products” shall have the meaning as set forth in Schedule B.

“Additional Services” shall have the meaning as set forth in Exhibit C-3(a).

“Additional Terms” shall have the meaning set forth in Section 1.2.

“Affiliate(s)” shall have the meaning set forth in Section 1.5.

“Agreement” shall have the meaning as set forth in the Preamble.

“Application” shall have the meaning set forth in Exhibit E-7.

“Basic Services” shall have the meaing as set forth in Exhibit C-3(a).

“Business Requirements Specification Document” or “BRD” shall have the meaning set forth in Schedule E.

“Bundle Release” shall mean any major Update of the CCS code released to CSG’s customers including any other Product or Service Update incorporated into such release.

“Care Express Services” shall have the meaning as set forth in Exhibit C-4.

“CCS Services” shall have the meaning as set forth in Exhibit C-1.

“CCS System” shall mean CSG’s CCS billing and management information system and related software.

“Change Order” shall have the meaning as set forth in Section 3.4.

“Comcast” shall have the meaning as set forth in the Preamble.

“Comcast Strategic Business Unit” or “SBU” shall have the meaning set forth in Schedule H.

“Concurrent Users” shall have the meaning set forth in Schedule B-2.

“Confidential Information” shall have the meaning as set forth in Section 10.1.

“Connected Subscriber” shall mean an active subscriber as identified in the subscriber master file and ledger activity report on the last processing day of a processing month. ** * ***** ** *************, ** *** ***** **** * ******** ** ********* **** **** *** ******* (**** ***** *** ***) ** * ****** ********** ******* ** *** **** ********** *** ** * ********** *****, **** ******** ***** ** ******* ** *** (***) ********* **********. *******, ** *** ***** **** * ******** ** ********* **** **** *** ******* (**** ***** *** ***) ** *** ******** ********** ******** ** *** **** ********** *** ** * ********** *****, **** ******** ***** ** ******* ** *** (***) ********* ***********. ******** ************ **** ***** ***’* ******** ********** ******** (“***”), ******** ********** ******** *** ******** ** *** **** ** * ******** *** ******* ** **** ******** ********** ******** ** ******** ** ******** ******** ***** ******** ** **** ********. ** ** *******, ** *** ***** **** * ******** ******* ** ******* **** **** *** ******* (**** ***** *** ***) *** **** ******* ** **** * ******** ********* (********** ** *****) ********* *** ****

21

CONFIDENTIAL AND PROPRIETARY INFORMATION - FOR USE BY AUTHORIZED EMPLOYEES

OF THE PARTIES HERETO ONLY AND IS NOT FOR GENERAL DISTRIBUTION

WITHIN OR OUTSIDE THEIR RESPECTIVE COMPANIES

“Confidential Treatment Requested and the Redacted Material has been separately filed with the Commission.”

*******, **** ******** ***** ** ******** ***** *** ** ** *** ** ** *** ******** ********** ******** *** ********* ***** ** ******* ** *** (***) ********* ***********.

“CSG” shall have the meaning as set forth in the Preamble.

“CSG’s Intellectual Property” shall mean the trademarks, service marks, other indicia of origin, copyrighted material and art owned or licensed by CSG and maintained in CSG’s public library that may be used in conncection with (i) designing, producing and mailing ESP Statements or Enhanced Past Due Notices, or (ii) designing, producing and operating Care Express.

“CSG Property” shall have the meaning as set forth in Section 2.1(a).

“Custom Development” shall mean any Deliverable provided in the form of Software that is independently developed from the Product.

“Customer” shall have the meaning as set forth in the Preamble.

“Customer Data” shall mean any and all documents, data, files or other information provided to CSG by Customer, its subscribers, or other third parties on behalf of Customer, or its subscribers, including and not limited to compilations, summaries or the derivative information processed, created or maintained by CSG relating thereto. ********l******** *** *********, ******** **** ***** ******* *** ********** ****** **** (********* **** ******, ******** *** ******* ******), ***************** ******* (********** ******** ****** *** ****** (***) **** *********** ***** ** *** ******* ** **** *******), ***** ****** ****, *** *** ***** ******* **** ** ***** **** ** *** ** ****** ** ********. ******** **** ***** ** *** ***** ****** *** **** *** ********* ******* ** ********.

“Customer’s Intellectual Property” shall mean the trademarks, service marks, other indicia of origin, copyrighted material and art owned or licensed by Customer that CSG may use in connection with designing, producing and mailing ESP Statements, Enhanced Past Due Notices or otherwise performing CSG’s obligations pursuant to this Agreement.

“Customer Property” shall have the meaning as set forth in Section 2.1(b).

“Data” shall have the meaning set forth in Exhibit C-3(e).

“Deconversion Services” shall have the meaning set forth in Section 6.2.

“Deliverable” shall mean any Work Product which is, has or must be delivered to Customer pursuant to a mutually executed Statement of Work.

“Design Statement of Work” or “D-SOW” shall have the meaning set forth in Exhibit E-6.

“Designated Environment” shall have the meaning set forth in Section 10 of Schedule B.

“Disbursements” shall have the meaing as set forth in Exhibit C-2.

“Discontinuance Fee” shall have the meaning set forth in Section 12.3.

“Disposing Entity” shall have the meaning set forth in Schedule G.

“Disputed” shall mean disputed in good faith and in accordance with the Parties’ established invoice dispute procedure as may be mutually agreed to by the Parties from time to time. To the extent an invoice or fee is not Disputed in accordance with this definition, such invoice or fee shall be considered “Undisputed.”

“Documentation” shall mean the published user manuals and documentation that CSG may make generally available for a Product.

22

CONFIDENTIAL AND PROPRIETARY INFORMATION - FOR USE BY AUTHORIZED EMPLOYEES

OF THE PARTIES HERETO ONLY AND IS NOT FOR GENERAL DISTRIBUTION

WITHIN OR OUTSIDE THEIR RESPECTIVE COMPANIES

“Confidential Treatment Requested and the Redacted Material has been separately filed with the Commission.”

“EBP Subscribers” shall have the meaning as set forth in Exhibit C-3(a).

“Effective Date” shall have the meaning as set forth in the Preamble.

“Embedded Third Party Software” shall mean software which forms an integral part or is otherwise fundamental to the core functionality of the CSG Product(s).

“Enhanced Past Due Notices” shall have the meaing as set forth in Exhibit C-2.

“Enterprise License” shall have the meaning as set forth in Schedule B.

“Enterprise Products” shall have the meaning as set forth in Schedule B.

“ESP” shall have the meaing as set forth in Exhibit C-2.

“ESP Statement” shall have the meaing as set forth in Exhibit C-2.

“Initial Project Analysis or “IPA” shall have the meaning set forth in Exhibit E.

“Initial Term” shall have the meaning as set forth in Section 1.2.

“Interface” shall have the meaning set forth in Schedule E.

“Interim Agreement” shall have the meaning as set forth in Exhibit C-1.

“Katz Technology” shall have the meaning as set forth in Schedule B.

“Legacy Products” shall have the meaning in Schedule B.

“Letter of Authorization” or “LOW” shall have the meaning set forth in Schedule E.

“Macros” shall mean computer generated on-line transactions which allow Customer to select numerous transactions with a single command.

“Minimums” shall have the meaning set forthin Schedule F.

“One-Time Credit Card Processing Services” shall have the meaning as set forth in Exhibit C-3(c).

“Party” and/or “Parties” shall have the meaning as set forth in the Preamble.

“Print and Mail Services” shall have the meaing as set forth in Exhibit C-2.

“Prior Agreements” shall mean a (a) certain Restated and Amended CSG Master Subscriber Management System Agreement entered into by and between CSG Systems, Inc. and AT&T Broadband Management Corporation the 10^th day of August 1997 as amended, and (b) a certain Subscriber Billing Services Agreement entered into by and between First Data Resources, Inc. and Comcast Cable Communications, Inc. on 1^st day of January, 1992 as amended, and (c) a certain Auto-Check Refund Processing Agreement that was executed by and between CSG and AT&T Broadband Management Corporation on December 27, 1996.

“Product(s)” shall mean the software products set forth in Schedule B, including (i) the machine-readable object code version of the software related to the products identified in Schedule B, whether embedded on disc, tape or other media; (ii) the Documentation; (iii) any applicable Updates, (iv) any Embedded Third Party Software and (v) any copies of the foregoing.

“Recurring Credit Card Processing Services” shall have the meaning as set forth in Exhibit C-3(d).

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CONFIDENTIAL AND PROPRIETARY INFORMATION - FOR USE BY AUTHORIZED EMPLOYEES

OF THE PARTIES HERETO ONLY AND IS NOT FOR GENERAL DISTRIBUTION

WITHIN OR OUTSIDE THEIR RESPECTIVE COMPANIES

“Confidential Treatment Requested and the Redacted Material has been separately filed with the Commission.”

“Recurring Services” shall have the meaning as set forth in the Recitals.

“Refund Check” shall have the meaning set forth in Exhibit C-3(e).

“Refund Services” shall have the meaning set forth in Exhibit C-3(e).

“Reimbursable Expenses” shall have the meaning as set forth in Section 5.1.

“Required Equipment” shall have the meaning as set forth in Section 5.6.

“Risk Management Services” shall have the meaning set forth in Exhibit C-3(b).

“Screen Scraping” shall mean selecting multiple fields from CSG’s online screens and populating an application or database on Customer’s end.

“Service Request Form” shall have the meaning set forth in Exhibit E.

“Services” shall mean the Recurring Services and Technical Services, along with any other CSG services provided by CSG to Customer under the Agreement.

“Software” shall mean software code and computer programs provided by CSG to Customer, including without limitation any Products, Updates or Deliverables. Unless specifically stated to the contrary, Customer shall only be entitled to receive Software in machine-readable object code.

“Source Code Agreement” shall have the meaning as set forth in Section 12.8.

“Statement of Work” shall have the meaning as set forth in Schedule E.

“Subscriber Information” shall have the meaning set forth in Section 3.10.

“Subscriber Statements” shall have the meaing as set forth in Exhibit C-2.

“Successor-In-Interest” shall mean any party now or hereafter controlled or under common control with a Party.

“Supplies” shall have the meaing as set forth in Exhibit C-2.

“Support Services” shall have the meaning as set forth in Section 4.1.

“System Sites” shall have the meaning as set forth in Section 5.6.

“SYS PRIN” shall have the meaning set forth in Section 6.2.

“Technical Services” shall have the meaning as set forth in Section 3.2.

“Third Party Software” shall have the meaning set forth in Schedule B.

“Transfer Amount” shall have the meaning set forth in Exhibit C-3(e).

“Transferred Subscribers” shall have the meaning as set forth in Exhibit C-1.

“Trigger Event” shall have the meaning set forth in Section 6.2.

“Unclaimed Funds” shall have the meaning set forth in Exhibit C-3(e).

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CONFIDENTIAL AND PROPRIETARY INFORMATION - FOR USE BY AUTHORIZED EMPLOYEES

OF THE PARTIES HERETO ONLY AND IS NOT FOR GENERAL DISTRIBUTION

WITHIN OR OUTSIDE THEIR RESPECTIVE COMPANIES

“Confidential Treatment Requested and the Redacted Material has been separately filed with the Commission.”

“Updates” shall mean the fixes, updates, upgrades or new versions or any other major and minor enhancements of the Products, Services or Documentation that CSG may make generally available to its customers as part of its standard support services (the “Updates”).

“Vendor” shall have the meaning set forth in Exhibit C-3(b).

“Wired Funds” shall have the meaning set forth in Exhibit C-3(e).

“Work Product” shall have the meaning as set forth in Section 3.9.

“Workstation” shall mean a computer on which the Product is installed.

25

CONFIDENTIAL AND PROPRIETARY INFORMATION - FOR USE BY AUTHORIZED EMPLOYEES

OF THE PARTIES HERETO ONLY AND IS NOT FOR GENERAL DISTRIBUTION

WITHIN OR OUTSIDE THEIR RESPECTIVE COMPANIES

“Confidential Treatment Requested and the Redacted Material has been separately filed with the Commission.”

Schedule B

PRODUCT LICENSES, MAINTENANCE AND SUPPORT

1. Overview

Products licensed by CSG to Customer pursuant to this Agreement are for the purpose of facilitating and supplementing the Recurring Services provided by CSG to Customer under this Agreement. Usage of the Products licensed herein shall be at the sole discretion of the Customer, provided that such usage is in conjunction with the Recurring Services provided by CSG. Except as expressly set forth in Section 12.8, Customer and CSG agree that CSG will not provide any access to the source code for any licensed Software provided pursuant to this Agreement or any Prior Agreement.

2. Licenses.

2.1 Enterprise Products License. Upon delivery of the applicable medium (or media) containing the Products identified on Exhibit B-1 (“Enterprise Products”), or in cases where Customer obtains access to the Enterprise Products via a server, upon (i) installation of the server at Customer’s site; or (ii) access is provided to the server located in CSG’s facilities, CSG grants Customer a non-exclusive, nontransferable license to (a) access the Enterprise Products located on the servers in CSG facilities, in object form only and only for the Customer’s own internal purposes and business operations with the Recurring Services, and (b) reproduce, distribute and use an unlimited number of copies of the Enterprise Products, in object code form only and only for Customer’s own internal purposes and business operations with the Recurring Services (“Enterprise License”). CSG acknowledges that Customer received and obtained access to certain Enterprise Products under the Prior Agreements. With respect to such Enterprise Products CSG hereby grants Customer the license set forth in this Section 2.1. Except as expressly set forth in Section 10 below, Customer may use the Enterprise Products only on Workstations on the Customer’s premises or otherwise under the control of Customer. All Enterprise Products shall have no usage restrictions governing the number of Customer’s end users accessing and using the software at any time during the term of this Agreement.

2.2 Additional Products License. Upon delivery of the applicable medium (or media) containing the Products identified on Exhibit B-2 (“Additional Products”), or in cases where Customer obtains access to the Additional Products via a server, upon (i) installation of the server at Customer’s site; or (ii) access is provided to the server located in CSG’s facilities, CSG grants Customer a non-exclusive, nontransferable license to (i) access the Additional Products located on the servers in CSG’s facilities, in object code form only and only for Customer’s own internal purposes and business operations with the Recurring Services, and (ii) reproduce and use the Additional Products set forth on Exhibit B-2, in object code form only and only for Customer’s own internal purposes and business operations with the Recurring Services. Unless otherwise agreed to in writing by the Parties, the Additional Products will have a designated restriction on the number of Customer’s end users who may access and use the software at any given moment of time (“Concurrent Users”). In the event that Customer exceeds the maximum number of Concurrent Users designated for any Additional Product, CSG will notify Customer of the excess user situation and Customer will have 30 days to correct the anomaly. CSG agrees that only Customer’s end users will be included in the concurrent user counts and that any of Customer’s personnel performing testing, administration, training, or other non-recurring functions will not count toward the concurrent user count. CSG acknowledges that Customer received and obtained access to certain Additional Products under the Prior Agreements. With respect to such Additional Products, CSG hereby grants Customer the license set forth in this Section 2.2.

2.3 Future License Grants. From time to time during the term of this Agreement, the Parties may execute one or more Amendments to this Agreement modifying the quantity of existing Products licensed by Customer and/or adding new Products to Customers licensed Expanded Product set or Additional Product set. Upon delivery of the applicable medium (or media) containing the Products or, in cases where Customer obtains access to the Products via a server, upon (i) installation of the Software on the server at Customer’s site; or (ii) access is provided to the server located in CSG’s facilities, CSG shall grant to Customer a license to use such Product pursuant to this Section 2 of this Schedule B. CSG shall deliver such Products to Customer and invoice Customer for the Products granted via such Amendment in accordance with the delivery and payment provisions contained within the Amendment.

2.4 Affiliates. CSG agrees that any licenses granted hereunder may be extended to any Affiliate of Customer on the terms and conditions of this Agreement, without additional charge. Any such Affiliate shall be added

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CONFIDENTIAL AND PROPRIETARY INFORMATION - FOR USE BY AUTHORIZED EMPLOYEES

OF THE PARTIES HERETO ONLY AND IS NOT FOR GENERAL DISTRIBUTION

WITHIN OR OUTSIDE THEIR RESPECTIVE COMPANIES

“Confidential Treatment Requested and the Redacted Material has been separately filed with the Commission.”

to this Agreement as an additional licensed user; provided such Affiliate’s use of the licensed Products is in conjunctions with its use of the CCS Services.

2.5 Documentation. CSG grants to Customer a license to use and make copies of Software Documentation at no cost for its use. CSG grants Customer the rights to post Documentation on its Intranet for access by Customer personnel with a need to know provided the Documentation is treated as Confidential Information in accordance with Article 10. Customer agrees that all copies of Software Documentation made by Customer shall retain CSG’s copyright notices and proprietary markings.

3.0 Updates.

3.1 CSG shall use commercially reasonable efforts to provide Customer Bulletins for Updates to the Products and Services thirty (30) days prior to the general release date of such Updates but in no event less than fourteen (14) days prior to the general release date. ***** ** *** ****** *******, ** ******** ** *** ****** (**) **** ***** ****** *** ******** ** *** ** *** *********, *** ***** ******* ******** **** ** ********** ******** (***) **** ***** ******* ******. ****** ******** (***) **** **** ***’* ******* ************, ******** ***** ****** *** ** ******* ** *** ******* ** ***** *** ****** ******* ********* * ******** ******** ******* ****. ** *** ***** *** ****** ******* **** ***** * *********** ****** ** ********’* ******** **** *** ******* **********, *** **** *** ************ ********** ******* ** *********** ********’* ******* ***** ***** *** ** ************ ********. *******, *** ****** *** ** ************* ** ********* ****** ** *** ***** ***** * ***** ******* **** *** * ****** ******* ***** ** *** ****** *** ********** *** (***) **** ************ ** ******** ******** ** **** ******* ***. Unless otherwise mutually agreed to in writing by the Parties in accordance with the preceding sentences, Customer shall accept any Updates provided by CSG upon its general release. All notifications by Customer under this Section 3.1 shall be pursuant to Schedule P.

3.2 CSG agrees that any new Software or Product that they make available for general release providing functionality previously existing in a Customer licensed or utilized Product or Software will be made available as an Update to Customer at no additional cost to Customer. Notwithstanding the foregoing, Updates shall not include, and CSG may charge Customer for any functionality that did not previously exist in any Customer licensed or utilized Software or Product; provided such new functionality is generally made available as a separately priced item and CSG continues to support and maintain the Customer licensed or utilized Product or Software which does not contain such new functionality. Customer will not be charged for any new Software or Product versions provided pursuant to the Maintenance and Support services described below or the Support Services agreement, attached hereto as Schedule H.

4. Maintenance and Support

4.1 Subject to payment by Customer of the fees set forth in Schedule F and the terms set forth in Schedule H, CSG will provide Customer its standard support and maintenance of the current version of each licensed Product (excluding any customization). Included in the Support Services is support of the then current version of the licensed Products via CSG’s Product Support Center and Updates.

4.2 If Customer is not utilizing the Products in a certified Designated Environment or Customer has added third party applications, Customer shall be responsible for making all necessary modifications to such third party applications to ensure they function properly with the Updates. Custom software modifications are not included in Support Services as Updates, but shall be set forth in a Statement of Work and covered as Technical Services under Section 3.2. The Support Services do not include (i) customization to any Product, or (ii) maintenance and support of any customization or any other third party software. The maintenance and support for third party products is provided by the licensor of those products. Although CSG may assist in this maintenance and support with front-line support, CSG will have no liability with respect thereto and Customer must look solely to the licensor.

4.3 CSG will not be required to (i) develop and release Updates, (ii) customize Updates to satisfy Customer’s particular requests, or (iii) obtain updates or enhancements to any third party product. Subject to Section 3.2, Updates to any Software or Service do not include any upgrade or new version of the Software or Services that CSG decides, in it sole discretion, to make generally available as a separately priced item.

27

CONFIDENTIAL AND PROPRIETARY INFORMATION - FOR USE BY AUTHORIZED EMPLOYEES

OF THE PARTIES HERETO ONLY AND IS NOT FOR GENERAL DISTRIBUTION

WITHIN OR OUTSIDE THEIR RESPECTIVE COMPANIES

“Confidential Treatment Requested and the Redacted Material has been separately filed with the Commission.”

4.4 CSG may provide training and education Services to Customer upon request from time to time for the fees set forth in Schedule F or as agreed upon in a Statement of Work.

5. Third Party Software. Customer acknowledges that certain commercially available third party software and documentation may be procured by Customer through CSG (“Third Party Software”) and that, in cases where such Third Party Software is not Embedded Third Party Software, Customer’s rights and obligations with respect thereto are subject to the license terms that might accompany such Third Party Software. The fees, if any, for such Third Party Software that may be procured through CSG are set forth in Schedule F. Customer shall execute reasonable and customary documents that such vendors may require enabling CSG to deliver the Third Party Software that Customer elects to procure through CSG. To the extent Third Party Software is procured through CSG, and provided CSG has the necessary rights, CSG shall pass through all warranties and indemnities provided by any licensor of any such Third Party Software. Customer may be required to procure other third party software in the Designated Environments for the Products licensed by Customer from someone other than CSG and Customer shall be responsible for any and all fees related thereto. CSG makes no warranty and provides no indemnity with respect to such Third Party Software procured through CSG; provided, however, any Embedded Third Party Software shall be subject to all agreements, covenants, indemnities and other undertakings made by CSG relating to the Products. Third Party Software that is not Embedded Third Party Software is listed in Schedule D and shall not be considered “Products” for purposes of this Agreement. Maintenance and support for Third Party Software, if any, are provided by the licensor of those products. Although CSG will assist with front line support, CSG will have no liability with respect thereto and Customer must look solely to the third party licensor. Nothing herein will prevent Customer from purchasing such Third Party Software and technology directly from the third parties.

6. Third Party Licenses. CSG may provide Customer with Software, commercially available third party software and Services subject to patent or copyright licenses or sublicense that third parties, including Ronald A. Katz Technology Licensing, L.P., have granted to CSG (“Katz Technology”). Customer acknowledges that Customer receives no express or implied license or other rights under the Katz Technology other than the right to use the Software, commercially available third party software and Services, as provided by CSG. Any modification of or addition to the Software, third party software or Services or combination or use thereof with other software, hardware or services not made or provided by CSG is not licensed under this Agreement, expressly or impliedly, and may subject Customer and any third party supplier or service provider to an infringement claim.

7. Designated Environment. “Designated Environment,” means the current combination of other computer programs and hardware equipment that CSG specifies for use with the Products as identified by CSG on Schedule D. ** ******** ** *** ***** ********** ** ******** *, *** ****** **** *** ********* ******** *** ******** ***** ** ****** ** ** ************ **** *** ********** *********** *** **** ***** ******** **, ****: (*) **** *** *********** (*** **** ********* ********** *******); (**) *** ***** ***** * *** ***** ***** ** (*** **** ****** ************ ******); *** (***) ******* ******** ***** *** *** *** *** ****** ** **** ******** ****** ******** (“****** ********”). Customer (or any third parties permitted in accordance with Section 11 below) will use commercially reasonable efforts to keep their hardware and software in conformance with the Designated Environment specifications that CSG may provide from time to time in accordance with this Section 7. Customer shall receive no less than ******** (***) months prior written notice for any changes to the hardware and/or software that Customer is required to maintain in order to use or access any of the Products or Services soldely related to (a) operating system, or (b) in CSG’s Products or Services which are solely under CSG’s control. **** ******* ** *** ***** ******** ****** ******** ********** ** *** ********** *********** *** ******** ** ***** *** ******** ** *** ** ****** *** ** *** ******** ** ******** ***** *** ******** ** *** **** * ***** *****, *** ***** ******** ** ******* **** ******** ****** ******** ** *** ********** *********** ***** **** ******** *** ** ****** ********* ** **** ***** *****. CSG agrees to promptly notify Customer upon learning that a third party vendor will cease supporting any particular hardware or software. CSG shall have no obligation to give prior notice to Customer of changes to the Designated Environment that do not require Customer or their Subscribers to upgrade its computer programs or hardware equipment unless such changes would necessitate training of Customer’s customer service representatives, in which case at least ****** (***) day’s notice shall be given to Customer. In cases where Customer is not operating its hardware and software in conformance with the Designated Environment, CSG agrees to use commercially reasonable efforts to support the Products within the non-compliant environment, however, the Parties agree that: (i) any support offered with respect to hardware or software operating outside the Designated Environment will be limited to the extent that the manufacturer or vendor of the hardware or

28

CONFIDENTIAL AND PROPRIETARY INFORMATION - FOR USE BY AUTHORIZED EMPLOYEES

OF THE PARTIES HERETO ONLY AND IS NOT FOR GENERAL DISTRIBUTION

WITHIN OR OUTSIDE THEIR RESPECTIVE COMPANIES

“Confidential Treatment Requested and the Redacted Material has been separately filed with the Commission.”

software continues to provide general support for such hardware or software versions; and (ii)CSG shall have no liability under this Agreement for any Support Services provided in connection with such products. Customer further agrees that CSG will not have any responsibility or liability in connection with malfunctions or any damage resulting from any modification to the Products not authorized by CSG.

8. Restrictions. Customer agrees that it shall not: (i) reverse engineer, decompile or disassemble any Software; (ii) sell, lease, license or sublicense any Software; (iii) publish any results of benchmark tests on the Software; (iv) use the Software to provide any service to or on behalf of any third parties in a service bureau capacity, except to third parties purchasing Customer cable systems, as further provided in Exhibit C-1(3) (“Acquiring Entity”); (v) use, or permit any other person to use, the Software to provide any service to, on behalf of, or for the benefit of, any unrelated third party (except an Acquiring Entity); or (vi) permit any other person (except an Acquiring Entity) to use the Software, whether on a time-sharing, remote job entry or other multiple user arrangement. Use, duplication or disclosure by the U.S. Government or any of its agencies is subject to restrictions set forth in the Commercial Computer Software and Commercial Computer Software Documentation clause at DFARS 227.7202 and/or the Commercial Computer Software Restricted Rights clause at FAR 52.227.19(c).

9. Third Party Access. *************** *** ************ *** ***** ** ******* *(**) *****, ************** *** ****** **** ******** *** *** ********* ******* *** ****** ** **** ***** ******* ****** *** *** ****** ** *** ******** **** ****** *** *** ****** *** “**** ****” *** ******* ************* *********** ********* (“**** **** ******”), ********** **** ***** *** ********* ****** ***** ** **** ***** ***** **** ******* ** *** ** ******* ******* *** **********. *** ****** ******** ** **** ***** ***** ******, ******** **** (i) ******** ***** *** ********** ********* *********** **** **** ***** ******* ** ******* *** ************ ******** ****** ** ***** ********; (ii) **** ***** ******** *** ** *** ******** ** ******** ** ********** **** *** *********** ********** ** ** **************; *** (iii) ******** ** *********** *** *** **** ** ********* ** **** ***** ******* **** ******* ** ***** *** ** *** ******** ***, ****** ** *********, ****** *** **** *** ******** ******* *** *** *** ****** ****** ******* ******** ********* **** **** **** ***** ****** **** ** **********. ** ******** ** **** ***** ***** ****** *** *** ** ****** ** ******** *** ********* ****** ** *** *** ****** ******* ** *** ******** ** **** ******* ** ******** *** ******* ***** ******* ***** ***** ***** ****** ** *** *** ****** *** *** ***** ****** **** ***** ***** ******; ******** *******, *** ***** ***** ******** * ******** ******** *******, ************** *** *************** **********, ****** ***** ***** ****** ********** **** ******** **** *** ****** ******** ******* ** *********** ****, ******** ********** ******** ********* ** ******* **** ***** ***** ******, *** ******** ************ ********** *** ********* ***** *** ********** **** *** ** **** *********** **** ***** ******* **** ******** *** ******* ********. *************** *** *********, *** *** ****** **** ***** ***** ********** *** ********* ******, ************** ** ******* **** *** ***** ******** *** ********** ********** **** ***’* ****** ***** ********** **** **** ***** ***** ******; *** *** ***** **** ********** ********** ******* ** ******** *** ****** ** **** *** ***** ** ** ***** ** **** ***** ***** ******* ****** ******** ** *** ********** ** **** ******* *.

29

CONFIDENTIAL AND PROPRIETARY INFORMATION - FOR USE BY AUTHORIZED EMPLOYEES

OF THE PARTIES HERETO ONLY AND IS NOT FOR GENERAL DISTRIBUTION

WITHIN OR OUTSIDE THEIR RESPECTIVE COMPANIES

“Confidential Treatment Requested and the Redacted Material has been separately filed with the Commission.”

Exhibit B-1

ENTERPRISE PRODUCTS

Subject to the terms and conditions of the Agreement, Customer licenses the following Products (as further described below) from CSG as Enterprise Products without any user limitations.

Product Name

Advanced Customer Service Representative^® (ACSR^®)

Advanced Customer Service Representative^® (web enabled) (ACSR^® (web enabled))

ACSR^® module for High Speed Data

ACSR^® module for Telephony

CSG Vantage^®

Customer Interaction Tracking^® (CIT^®)

CSG Statement Express^®

CSG Screen Express^®/Message Express^®

CSG Workforce Management^®

CSG Workforce Management (web-enabled)

CSG TechNet^®

CSG SmartLink^®

CSG SmartLink^® BOS

30

CONFIDENTIAL AND PROPRIETARY INFORMATION - FOR USE BY AUTHORIZED EMPLOYEES

OF THE PARTIES HERETO ONLY AND IS NOT FOR GENERAL DISTRIBUTION

WITHIN OR OUTSIDE THEIR RESPECTIVE COMPANIES

“Confidential Treatment Requested and the Redacted Material has been separately filed with the Commission.”

Product Descriptions

Advanced Customer Service Representative^® (ACSR^®). ACSR is a graphical user interface for CSG’s CCS service bureau subscriber management system. ACSR significantly reduces training time and eliminates the need for CSRs to memorize transactions and codes. CSRs instead may access reference tools, help screens and subscriber data. ACSR enables accounts to be serviced by the same CSR and permits CSRs to communicate with one another through a self-contained message system. ACSR is designed so that module-based functionality such as CIT can be added as needed.

ACSR^® (web enabled). ACSR (web-enabled) will permit Customer to utilize the ICA technology to migrate application software from the desktop to a “server-based” environment. The ICA technology enhances the functionality of ACSR and ACSR-related desktop call center applications (including ACSR module of High Speed Data, ACSR module of Telephony, CIT, Screen Express, and Statement Express) by allowing Customer to utilize these applications via the web.

ACSR^® module for HSD. The ACSR module of HSD allows customers, through the graphical user interface, to access subscriber information on CCS as it relates to customers’ offering of high speed data services.

ACSR^® Module for Telephony. The ACSR Module for Telephony provides customer management, service ordering and fulfillment and usage processing for telephone and high speed data subscribers. Video, telephony and high speed data services may be managed by a single customer management package. Included in the ACSR Module for Telephony are the Graphic User Interface to support customer management, the Service Delivery System, the Usage Handling System and Application Administration. The ACSR Module for Telephony also supports development of interfaces and APIs to provide interfaces to external service elements and providers.

ACSR AOI. ACSR AOI is an application object interface that allows third party applications to be used with ACSR.

CSG Vantage^®. Vantage is a database that enables customers to evaluate product and service performance, conduct customer analysis and lifetime values, and transform raw data into real-time reports and graphs.

Customer Interaction Tracking^® (CIT^®). CIT is a module offered with ACSR that provides enhanced methods for tracking the interaction with the customer base. It provides note taking functionality as well as an interaction history feature that allows specific actions to be recorded in a transaction history log. CIT also allows for the scheduling of customer call backs. These call backs can be reviewed by management as well as moved between CSR’s.

CSG Statement Express^®. CSG Statement Express electronically stores, retrieves and prints an ESP statement exactly as it appears to subscribers, including customized statement messages and advertisements. CSG Statement Express works in either a stand-alone capacity or integrated with ACSR.

CSG Screen Express^®/Message Express^®. Integrated with CSG ACSR and the call center’s ACD telephony switch, CSG Screen Express provides incoming call/ACSR screen synchronization at the CSR workstation. In addition, CSG Screen Express provides basic software-based operations of the CSR’s physical telephone.

CSG Workforce Management^®. CSG Workforce Management is a client-server application for routing and dispatching activities that receives and updates work orders from CSG’s CCS billing systems and assigns work orders to technicians based on each technician’s skills, location and availability.

CSG Workforce Management^® (web-enabled). CSG Workforce Management is a client-server application for routing and dispatching activities that receives and updates work orders from CSG’s CCS billing systems and assigns work orders to technicians based on each technician’s skills, location and availability. By using CSG Workforce Management in a web-enabled environment, Customer will be able to utilize ICA technology to migrate application software from the desktop to a server-based environment. The ICA technology enhances the functionality of CSG Workforce Management by allowing Customer to utilize the application via a web browser.

CSG TechNet^® CSG TechNet integrates with CSG Workforce Management to allow field technicians to receive and manage work orders on a wireless device without dispatcher assistance.

31

CONFIDENTIAL AND PROPRIETARY INFORMATION - FOR USE BY AUTHORIZED EMPLOYEES

OF THE PARTIES HERETO ONLY AND IS NOT FOR GENERAL DISTRIBUTION

WITHIN OR OUTSIDE THEIR RESPECTIVE COMPANIES

“Confidential Treatment Requested and the Redacted Material has been separately filed with the Commission.”

CSG SmartLink^®. CSG SmartLink is an upstream activities based XML interface that provides a mechanism for Customer to use the open standards of the eXtensible Markup Language (XML) to communicate with core CSG systems (e.g., CCS). The XML technology allows Customer to build applications using these open standards. Message based XML is used for communicating upstream to core CSG systems. The data communications method for the CSG SmartLink interface is TCP/IP. Customer can use either CSG’s External Integration Protocol (EIP) or HTTP to organize, request and reply records on the TCP/IP data stream. CSG provides Customer with the CSG SmartLink Interface Specification and the XML document type definitions (DTDs) for each defined XML exchange. XML requests sent by Customer must use the DTDs as supplied by CSG and validate successfully against those DTDs.

CSG SmartLink^® BOS. CSG SmartLink BOS is an upstream XML interface that enables Customer to integrate its applications to the CSG Customer Care and Billing (CC&B) system. The interface utilizes business logic technology to route transactions, make business decisions based on input and response data, and helps to expedite requests and responses. Message based XML is used for communicating upstream from Customer’s application to the CSG CC&B. The data communications method for the CSG SmartLink BOS interface is TCP/IP. Customer can use either CSG’s External Integration Protocol (EIP) or HTTP to organize request and reply records on the TCP/IP data stream. CSG provides Customer with the CSG SmartLink BOS Interface Developers Guide and the XML schemas for the business functions supported by the interface. XML requests sent by Customer must use the schemas as supplied by CSG and validate successfully against those schemas.

32

CONFIDENTIAL AND PROPRIETARY INFORMATION - FOR USE BY AUTHORIZED EMPLOYEES

OF THE PARTIES HERETO ONLY AND IS NOT FOR GENERAL DISTRIBUTION

WITHIN OR OUTSIDE THEIR RESPECTIVE COMPANIES

“Confidential Treatment Requested and the Redacted Material has been separately filed with the Commission.”

Exhibit B-2

ADDITIONAL PRODUCTS

AND CAPACITY

Subject to the terms and conditions of the Agreement, Customer licenses the following Products (as further described below) from CSG as Additional Products with the associated Concurrent User restrictions:

Product Name	Concurrent User Limit
**** ***	*** *******

33

CONFIDENTIAL AND PROPRIETARY INFORMATION - FOR USE BY AUTHORIZED EMPLOYEES

OF THE PARTIES HERETO ONLY AND IS NOT FOR GENERAL DISTRIBUTION

WITHIN OR OUTSIDE THEIR RESPECTIVE COMPANIES

“Confidential Treatment Requested and the Redacted Material has been separately filed with the Commission.”

Schedule C

RECURRING SERVICES

Subject to the terms and conditions of the Agreement, including but not limited to the applicable Exhibit, if any (as identified below), upon the request of Customer, which it may make at its sole election, CSG shall perform the following Services (as further described below) for Customer in accordance with Customer’s request:

Communications Control System for video and high speed data (CCS®)	Exhibit C-1
Print and Mail Services/Enhanced Statement Presentation® (ESP®)	Exhibit C-2
Electronic Payment Services (Paybill Advantage®)	Exhibits C-3(a)
Risk Management Services (Equifax)	Exhibit C-3(b)
Credit Card Authorization (1 Time)	Exhibit C-3(c)
Credit Card Authorization (Recurring)	Exhibit C-3(d)
Care Express Services	Exhibit C-4

Operational and Systems Management Services as required for Customer’s use and fully functional operation of the following Enterprise Licensed Products, including system administration, database administration, network administration and engineering to ensure a stable, scalable, highly performing hardware and software platform/environment:

• ACSR AOI

• CSG Vantage

• Customer Interaction Tracking (CIT)^®

• CSG Statement Express

• CSG Screen Express^®/Message Express^®

• CSG Workforce Management

• CSG Workforce Management (web-enabled)

• CSG TechNet^®

• CSG Micro-level Smart-Link

• CSG Smart-Link/BOS

34

CONFIDENTIAL AND PROPRIETARY INFORMATION - FOR USE BY AUTHORIZED EMPLOYEES

OF THE PARTIES HERETO ONLY AND IS NOT FOR GENERAL DISTRIBUTION

WITHIN OR OUTSIDE THEIR RESPECTIVE COMPANIES

“Confidential Treatment Requested and the Redacted Material has been separately filed with the Commission.”

Exhibit C-1

Communications Control System (CCS^®)

1. CCS^® Services. Customer may elect from time-to-time to purchase from CSG, and upon said election CSG shall provide certain data processing services, applications and other video, high speed data and non-rated telephony services (“CCS Services”) for any of Customer’s Connected Subscribers using CSG’s CCS system as designated by Customer. The CCS Services will provide Customer with an on-line terminal facility (not the terminals themselves), service bureau access to CCS processing software, and other mechanical data processing services as more specifically described in the published manuals related to CCS. Customer’s personnel shall enter all payments and non-monetary changes on terminal(s) located at Customer’s offices, or provide CSG payment information on magnetic tape or electronic record in CSG’s format. The Parties acknowledge and agree that the published manuals describing the CCS Services are subject to ongoing review and modification.

2. Implementation/Conversion Services and Fees. CSG shall provide installation, implementation, and conversion services as described on Schedule O in connection with Customer’s conversion of any Connected Subscribers added by mutual agreement of the Parties to CSG’s data processing system subsequent to the execution of this Agreement (the “Implementation/Conversion Services”), if any, for the fees set forth in Schedule F.

3. Deconversion Services and Fees.

(a) Deconversion to an Alternate Billing Vendor. If Customer changes billing services for Connected Subscribers to an alternative vendor CSG will provide Customer with all Customer Data and all deconversion services and/or termination assistance (described in Section 6.2 of the Agreement) requested by Customer (including continued billing services, products and support, if requested) in connection with such subscribers. Such deconversion services and/or termination assistance will be provided to Customer at the rates set forth in Section 6.2 of the Agreement, or otherwise as set forth in Schedule F solely to the extent an appropriate rate or fee relating to such activity is not set forth in Section 6.2.

(b) Disposition to an Acquiring Entity. If Customer sells, transfers, assigns or otherwise disposes of any Connected Subscribers to an Acquiring Entity (“Transferred Subscribers”), CSG will provide Customer with all Customer Data and all transition assistance (described in Section 6.2 of the Agreement) reasonably requested by Customer in connection with such Transferred Subscribers. If the Acquiring Entity is a party to a Third Party CSG Agreement and agrees to have the Transferred Subscribers processed under such agreement, then the Connected Subscribers being processed shall be transferred to such Third Party CSG Agreement effective upon the date of transfer. However, in the event the Acquiring Entity is not being processed under a CSG Master Subscriber Management System Agreement, or such Acquiring Entity does not agree to have the Transferred Subscribers processed under its Third Party CSG Agreement, Customer agrees to execute, and have such Acquiring Entity execute, a separate agreement governing the Acquiring Entity’s access to and use of CSG’s Products and Services prior to the provision of any services under this paragraph (3) in a form substantially similar to the letter agreement attached hereto as Schedule G (“Interim Agreement”). CSG is under no obligation and has no responsibility to accommodate the transfer of any subscribers from the Customer to the Acquiring Entity until this Interim Agreement has been fully executed by all parties.

(c) Payment. All amounts due under this Paragraph 3 shall be due and payable ****** (***) days after the deconversion of any such Connected Subscribers from the CCS Services. In all cases, CSG will provide all Customer Data in CSG’s possession in standard deconversion format (including available historical data) unless another format is reasonably requested by Customer and Customer agrees in the applicable SOW or LOA to reimburse CSG for any additional out-of pocket costs associated therewith.

4. Disaster Recovery Program. CSG agrees to comply with its disaster recovery program attached hereto as Attachment A.

5. Non-Production CCS Services Upon Customer’s request, CSG agrees to provide, support, and maintain up to *** additional SysPrins for use by Customer in training, testing, and other non-production activities at no additional

35

CONFIDENTIAL AND PROPRIETARY INFORMATION - FOR USE BY AUTHORIZED EMPLOYEES

OF THE PARTIES HERETO ONLY AND IS NOT FOR GENERAL DISTRIBUTION

WITHIN OR OUTSIDE THEIR RESPECTIVE COMPANIES

“Confidential Treatment Requested and the Redacted Material has been separately filed with the Commission.”

cost to Customer. Such SysPrins will have data processing functionality equivalent to those SysPrins used to provide the production CCS Services described in section 1 of this Exhibit. Each test SysPrin shall be limited to a maximum of *** ******** (***) subscriber accounts before per subscriber monthly service fees are assessed in accordance with Schedule F for subscriber counts in excess of *** ******** (***).

6. Restrictions. Customer acknowledges and agrees that transactions executed from a single Customer terminal Monday through Friday, between the hours of 10:00 a.m. (CST) and 4:00 p.m. (CST) which are the result of Macros or Screen Scraping, will be subject to a reduction to an acceptable level by CSG if a threshold of **** ******* (***) on-line transactions within a ******* (***) minute period is reached by that particular terminal. However, such transactions shall not be terminated; rather, CSG will reduce the number of transactions completed within a ******* (***) minute period not to exceed **** ******* (***) on-line transactions.

7. The Parties will mutually agree on a date for Customer to migrate to CSG’s Advanced Convergent Platform.

36

CONFIDENTIAL AND PROPRIETARY INFORMATION - FOR USE BY AUTHORIZED EMPLOYEES

OF THE PARTIES HERETO ONLY AND IS NOT FOR GENERAL DISTRIBUTION

WITHIN OR OUTSIDE THEIR RESPECTIVE COMPANIES

“Confidential Treatment Requested and the Redacted Material has been separately filed with the Commission.”

Attachment A to Exhibit C-1

CSG Systems, Inc. Business Continuity/Disaster Recovery Plan

CSG Business Continuance strategy maintains written business continuity plans (BCP) that describe a pre-planned sequence of events to ensure the continuation, recovery, and restoration of all business-critical business functions in the event of a business disaster. Business-critical functions (computer resources, networks, processes, and facilities) are those which, if not operating, would cause significant adverse impacts upon the services or products provided by CSG Systems, Inc. to its clients. These business-critical recovery plans are exercised periodically according to CSG’s BCP strategy.

For BCP and disaster recovery purposes, CSG Systems, Inc. has categorized all business-critical functions into one of three critical recovery windows. These windows are referred to as Minimum Acceptable Recovery Configurations (MARC I, MARC II, MARC III), with each MARC being defined according to a specific period of time as follows:

• All MARC I business functions are required to be operational from a BCP standpoint within *** hours after declaration of a business disaster.

• All MARC II business functions are required to be operational from a BCP standpoint between day ***** and day ***** after declaration of a business disaster.

• All MARC III business functions are required to be operational from a BCP standpoint between day ***** *** *** ********** after declaration of a business disaster.

In the event of a declared disaster, affecting Customer data, CSG will provide Customer with BCP coverage as follows for the following products and services:

MARC I

• *** *** **** **** ******

• ***** **********

• ****** **** ************* (*** **** *** *********) ********

• ********** ******* ******** (******* *********)

• ********** ******** **********

• **** ********** ********

• *** *** **** ******** *** **************

• *** ****

• ******* *********

• ********* *********

• **** ***** **********, ********* ******* *** *****

• **** ********

• ********** *******

• **** **** ************

• **** * *********** **********

• ******** ****** ******* (******** ************ *** **** ****** ****** **********).

• *********

• ****** ****** ****

• ***

• ********* ***

• *** *********** **********

• *** ********** ***

• ****** ******* ********* *********

• ********* ********** ********

• *** ********* *******

• ***** *** **** ********

37

CONFIDENTIAL AND PROPRIETARY INFORMATION - FOR USE BY AUTHORIZED EMPLOYEES

OF THE PARTIES HERETO ONLY AND IS NOT FOR GENERAL DISTRIBUTION

WITHIN OR OUTSIDE THEIR RESPECTIVE COMPANIES

“Confidential Treatment Requested and the Redacted Material has been separately filed with the Commission.”

• **** *******

• ******* ******* ******

MARC II

MARC III

• *** ******* *

• *** ****** **************** ********

• *** ********* ***********

• *** ********* ********** (***********)

• *** ********

• *** ********

CSG will maintain adequate BCP plans for each of the products and services listed above, and will test those plans on an annual basis for accuracy and adequacy.

* *** *** ***** *** ************* ******* *** ****** ****** *** *********. **** ********** ** *** ************* ** *** ****** ****** *** *********, **** ********* **** ******* *** ********* ********* ********* **** ** ********. ********** ******* ** ****** ****** *** ********* ** ********* ** ***** ** ****.

38

CONFIDENTIAL AND PROPRIETARY INFORMATION - FOR USE BY AUTHORIZED EMPLOYEES

OF THE PARTIES HERETO ONLY AND IS NOT FOR GENERAL DISTRIBUTION

WITHIN OR OUTSIDE THEIR RESPECTIVE COMPANIES

“Confidential Treatment Requested and the Redacted Material has been separately filed with the Commission.”

Exhibit C-2

Print and Mail Services

1. Services. Customer may elect from time-to-time to purchase from CSG, and upon such election CSG shall provide, certain services relating to Customer’s requirements for the printing and mailing of monthly statements to Customer’s Connected Subscribers for any of Customer’s Connected Subscribers using CSG’s CCS system. (the “Print and Mail Services”).

2. Postage. CSG shall purchase the postage required to mail statements to Customer’s subscribers (“Subscriber Statements”), notification letters generated by CSG, past due notices and other materials mailed by CSG on behalf of Customer. Customer shall pay CSG for all postage expenses incurred in the performance of the Print and Mail Services in accordance with Schedule F.

3. Reserved.

4. Enhanced Print and Mail Services.

(a) Enhanced Statement Presentation^® Services. CSG may from time to time at the request of Customer develop a customized billing statement or use any previously existing billing statement format developed for Customer under a SOW (the “ESP^® Statement”) for Customer’s subscribers utilizing CSG’s enhanced statement presentation (“ESP”) services. The ESP Statements may include CSG’s Intellectual Property and/or Customer’s Intellectual Property with Customer’s prior written permission. “Customer’s Intellectual Property” means the trademarks, service marks, other indicia of origin, copyrighted material and art owned or licensed by Customer that CSG may use in connection with designing, producing and mailing ESP^® Statements and performing its other obligations pursuant to this Agreement. Customer may revoke the preceding rights upon reasonable notice to CSG in writing. Notwithstanding the foregoing, Customer may use the customized billing statement format and image, including electronic and physical copies, for any internal business purpose or function they may require at no additional cost.

(i) Development and Production of ESP^® Statements. CSG will perform the design, development and programming services related to design and use of the ESP Statements which will contain Customer’s and CSG’s Intellectual Property and for the fees set forth in Schedule F. CSG will create the ESP Deliverables set forth in a separately executed Statement of Work.

(ii) Supplies. CSG will suggest and Customer will select the type and quality of the paper stock, carrier envelopes and remittance envelopes for the ESP Statements (the “Supplies”). CSG shall purchase Customer’s requirements of Supplies necessary for production and mailing of the ESP Statements. CSG shall charge Customer the rates set forth in Schedule F for purchase of Supplies.

(b) Enhanced Past Due Notices.

(i) Development and Production of Enhanced Past Due Notices. CSG may from time to time at the request of Customer develop a customized enhanced past due notice or use a previously existing enhanced past due notice format developed for Customer under a SOW (the “Enhanced Past Due Notices”) for Customer’s subscribers. The Enhanced Past Due Notices may include CSG’s or Customer’s Intellectual Property. Customer may elect to use CSG’s generic Enhanced Past Due Notice format, any previously existing Enhanced Past Due Notice format developed for Customer under an SOW, or have CSG develop custom Enhanced Past Due Notices for Customer. If Customer elects to have CSG develop custom Enhanced Past Due Notices, CSG will perform the design, development and programming services related thereto pursuant to a Statement of Work. However, Customer acknowledges that CSG pricing is based on Customer utilizing only one paper stock format for all Enhanced Past Due Notices within a given month. Customer further acknowledges that it will provide CSG four (4) weeks prior written notice of any changes to the paper stock.

(ii) Supplies. CSG shall purchase Customer’s requirements of Enhanced Past Due Notices supplies necessary for production and mailing of the Enhanced Past Due Notices. Customer shall pay CSG the rates set forth in Schedule F for the purchase of such supplies. Unless Customer requests to use custom paper stock, CSG shall supply the type and quality of the paper stock for generic Enhanced Past Due Notices. Customer may elect to use custom

39

CONFIDENTIAL AND PROPRIETARY INFORMATION - FOR USE BY AUTHORIZED EMPLOYEES

OF THE PARTIES HERETO ONLY AND IS NOT FOR GENERAL DISTRIBUTION

WITHIN OR OUTSIDE THEIR RESPECTIVE COMPANIES

“Confidential Treatment Requested and the Redacted Material has been separately filed with the Commission.”

paper stock for generic and custom Enhanced Past Due Notices. Enhanced Past Due Notices will be mailed in generic envelopes.

(c) License to Work Product. CSG grants Customer a nonexclusive, nontransferable, perpetual license to use, publish, display, modify and make derivative works of any Work Product created pursuant to this Section 4 for its own internal purposes only.

5. Per Cycle Minimum. Customer must have a minimum of **** billing cycles per month, but no more than ****** ***** billing cycles per month.

6. Right of Customer’s Intellectual Property. Customer provides to CSG a non-exclusive right to use Customer’s Intellectual Property necessary to design, produce and mail the ESP Statements and Enhanced Past Due Notices, directly or indirectly, provided, that any use of Customer’s name and mark shall be consistent with any guidelines issued by Customer.

7. Deposit. Prior to the execution of this Agreement., or with respect to Customer’s conversion of any Connected Subscribers added by mutual agreement of the Parties to CSG’s data processing system subsequent to the execution of this Agreement at least ***** (***) days prior to CSG’s commencement of the Print and Mail Services, Customer shall pay CSG a security deposit (the “Deposit”) for the payment of the expenses described in Sections 2 and 4 of this Exhibit C-2 (the “Disbursements”). The Deposit will equal the estimated amount of Disbursements for ********** (***) **** as determined by the Parties based upon the projected volume of applicable services to be performed monthly by CSG. If Customer incurs Disbursements greater than the Deposit, Customer shall, within ********** (***) **** of receipt of a request from CSG to increase the Deposit, pay CSG the additional amount to be added to the Deposit. Upon written request from Customer, CSG will return to Customer a portion of the Deposit if the monthly Disbursements incurred by Customer are less than the Deposit for ***** (***) *********** ********** (***) *** periods. In addition to the foregoing, CSG shall have the right to apply the Deposit to the payment of any Undisputed invoice from CSG which remains unpaid following the termination or expiration of this Agreement. Any portion of the Deposit that remains after the payment of all Undisputed amounts due to CSG following the termination or expiration of this Agreement will be returned to Customer. Customer shall not be entitled to receive interest on the Deposit while it is maintained by CSG.

40

CONFIDENTIAL AND PROPRIETARY INFORMATION - FOR USE BY AUTHORIZED EMPLOYEES

OF THE PARTIES HERETO ONLY AND IS NOT FOR GENERAL DISTRIBUTION

WITHIN OR OUTSIDE THEIR RESPECTIVE COMPANIES

“Confidential Treatment Requested and the Redacted Material has been separately filed with the Commission.”

Exhibit C-3

Financial Services

1. Services. For the fees set forth in Schedule F, Customer may elect from time-to-time to purchase from CSG, and upon such election CSG shall provide, certain services relating to Customer’s requirements for the following Financial Services which may be used independently or in any combination required by Customer: One-Time and Recurring Paybill Advantage^®, Risk Management Services (Equifax Interface), Recurring Credit Card Processing Services, One-Time Credit Card Processing Services, and Cash Register Receipts as designated with reasonable notice in writing by Customer.

2. Compliance with Laws. Customer will comply in all material respects with all federal, state and local laws and regulations pertaining to consumer credit information (including, without limitation, the Fair Credit Reporting Act, 15 USC, §1681, et seq.), electronic processing and any other financial activity related to the Services, provided by CSG under this Exhibit. In the event of evidence of fraudulent activity by Customer, CSG may immediately discontinue all Services under this Exhibit.

3. Records. CSG shall maintain records of the transactions it performs under this Exhibit, but shall not be liable for any damage, loss of data, delays and errors in connection with Services provided hereunder that are beyond CSG’s reasonable control.

41

CONFIDENTIAL AND PROPRIETARY INFORMATION - FOR USE BY AUTHORIZED EMPLOYEES

OF THE PARTIES HERETO ONLY AND IS NOT FOR GENERAL DISTRIBUTION

WITHIN OR OUTSIDE THEIR RESPECTIVE COMPANIES

“Confidential Treatment Requested and the Redacted Material has been separately filed with the Commission.”

Exhibit C-3(a)

Electronic Payment Services (Paybill Advantage^®)

1. Electronic Payment Services. Customer may elect from time-to-time to purchase from CSG, and upon such election CSG shall provide, certain services relating to any or all of Customer’s requirements for the data processing services for the Connected Subscribers, including reasonable backup security for Customer’s data, to support electronic bill paying services as set forth in Section 2 below (the “Basic Services”) for all of Customer’s subscriber accounts that elect to utilize Customer’s electronic bill payment services (the “EBP Subscribers”), whether as a recurring service or a single non-recurring transaction as designated with reasonable notice in writing by Customer.

2. Basic Services

(a) Consumer Debits. Each EBP Subscriber will have the option to pre-authorize a debit to either their checking account or savings account each month for a predetermined date (to be selected by Customer from a range provided by CSG). CSG or, if applicable, its third party ACH Originator will be responsible for the disbursement, remittance and settlement of all funds. CSG will create and submit a pre-authorized payment disbursement file according to bank industry standards (National Automated Clearing House Association, “NACHA”, or Electronic Data Interface, “EDI”) containing a debit record for EBP Subscribers who have pre-authorized monthly debits to be made from checking or savings accounts on a day designated by Customer each month. The ACH Originator will submit to an automated clearing house data in the required form for the collection of the monthly payments from EBP Subscribers bank accounts, which will be effected on the collection date, or if that date is not a banking day, the first banking day after such date. Each debit will be submitted so as to effect the payment on the designated date.

(b) Credit of Remittances. CSG will post to EBP Subscriber’s CCS^® account a payment transaction for each processing EBP Subscriber on the EBP Subscriber’s collection day

(c) Enrollment Process. Customer is responsible for obtaining EBP Subscriber enrollment information that authorizes his respective bank to post debit transactions to his respective bank checking account or savings account as required by NACHA. Customer will input EBP Subscriber type of account, bank account number, payment method, and bank routing information into the CCS system. CSG will initiate an ACH prenote the day the form is processed or the day after the form is processed if the form is entered after the daily cutoff time. A daily report will be generated for the Customer each business day for which input is processed showing that a prenote has been initiated. If the prenote process produces an error, the CCS system will automatically update the EBP Subscribers’ payment status to reflect an error and add the error to a daily report. If the error was correctable by the receiving depository financial institution, the CCS system will automatically update the information on the CCS system. The first debit will be initiated on the appropriate date to effect the debit on the Customer’s predetermined date.

(d) Automatic Pre-Authorized Payments. CSG and its third party ACH Originator shall provide automatic payment deduction which will occur monthly on a predetermined date (selected by Customer from a range supplied by CSG). CSG will submit a file to the ACH Originator two (2) days prior to the date the deduction is scheduled to take place. The EBP Subscriber payment amount submitted to the ACH Originator will be the statement balance if the statement balance is less than the current balance. If the statement balance is greater than the current balance, then the current balance will be used. If the designated date for deduction falls on a weekend and/or holiday, the deduction will not occur until the next scheduled banking day. CSG will use commercially reasonable efforts to ensure that transaction files from an ACH Originator are received, validated, and successfully processed in a timely fashion. CSG also agrees that pursuant to a mutually agreed upon SOW or LOA, Customer’s data will be provided in a discrete file specific to Customer’s Connected Subscribers and not commingled with transactional data for other CSG customers.

(e) Settlement. The ACH Originator will credit Customer’s bank account for the gross ACH collection on the same day as the debit to EBP Subscriber’s checking or savings account.

(f) Settlement of Returns. The ACH Originator will settle daily returns against Customer’s bank account. Settlement with Customer will be done daily. Each day for which there are returns, the ACH Originator will initiate a debit to the Customer’s specified account for the total amount of debits received by ACH Originator that day. First time

42

CONFIDENTIAL AND PROPRIETARY INFORMATION - FOR USE BY AUTHORIZED EMPLOYEES

OF THE PARTIES HERETO ONLY AND IS NOT FOR GENERAL DISTRIBUTION

WITHIN OR OUTSIDE THEIR RESPECTIVE COMPANIES

“Confidential Treatment Requested and the Redacted Material has been separately filed with the Commission.”

NSF returns that will be re-deposited by ACH Originator will not be debited to the Customer’s specified account. [determined that this is not required] Customer is ultimately responsible to cover on a daily basis all return debits incurred by ACH originator and in the event collections have ceased, Customer shall be obligated to pay within ten (10) days any unfunded return amounts not funded to cover all remaining return debits.

(g) Record Keeping. Customer is responsible for maintaining EBP Subscriber authorization forms for a period of at least seven (7) years in accordance with any applicable government laws or regulations.

3. Additional Services. If Customer desires CSG to provide other services in addition to the Basic Services, the Parties agree to negotiate in good faith with respect to the terms and conditions (including pricing) on which such services shall be provided. Such services include, but are not limited to (i) special computer runs or reports, special accounting and information applications; (ii) interface with third party service providers specified by Customer for the purpose of mass enrollment of accounts or other batch payment and collection services, and (iii) data processing and related forms and supplies and equipment other than those provided as standard pursuant to this Agreement (the “Additional Services”). The description of any such additional services, and any other terms and conditions related thereto, shall be set forth in an amendment to this Agreement and/or an SOW or LOA signed by both Parties. Unless otherwise agreed in writing by the Parties in such amendment any such additional services shall be subject to the terms of this Exhibit.

4. EBP Subscriber Authorization. Customer shall obtain from each EBP Subscriber the proper documents authorizing automatic transfers to and from such EBP Subscriber’s savings account or checking account. Customer will enter only valid authorizations for processing.

5. Collection Data. Customer shall update EBP Subscriber account balance information to provide necessary data for the Basic Services and Additional Services and shall ensure through periodic checks and updates that the data is current and accurate at all times. In conjunction with this service, CSG agrees to provide Customer with any and all available reports and data required and reasonably specified by Customer for the purposes of confirming that all EBP transactions are being accurately processed. If Customer requires reporting on EBP Subscriber data and transactions that require custom programming services, CSG will provide such reports to Customer pursuant to a mutually agreed upon SOW or LOA.

6. ACH Originator. Customer acknowledges and agrees that this Exhibit is only between Customer and CSG and, that as a result, Customer gains no relationship with institutions used by CSG for ACH processing. CSG will contract with the financial institutions specified by Customer and approved by CSG, provided that CSG will not unreasonably withhold its approval. Notwithstanding the foregoing, nothing herein will prohibit or otherwise prevent Customer from establishing a relationship with any third party, including ACH Originators and Merchant Banks, for services of a similar and/or complimentary nature or for any purpose whatsoever, CSG acknowledges that Customer may use existing or future agreements with ACH originators and Merchant Banks to facilitate or supplement the Basic Services and Additional Services offered by CSG under this Exhibit and agrees to use commercially reasonable efforts to interface their Products and Services with such third parties pursuant to a mutually agreed upon SOW or LOA to satisfy Customer requirements as they currently exist or evolve throughout the terms of this Agreement.

7. EBP Subscriber Reports. If Customer requests that CSG provide Customer with a tape containing information regarding Customer’s EBP Subscribers and related banking information and payment data, then Customer shall pay CSG’s then current rates for such tape.

8. One Time Only Payments. CSG agrees to provide the Basic Services described in this exhibit in a manner that enables Customer to process single period non-recurring transactions in an efficient manner and without the need to create a multi-period recurring ACH Prenote and/or a multi-period recurring ACH transaction.

43

CONFIDENTIAL AND PROPRIETARY INFORMATION - FOR USE BY AUTHORIZED EMPLOYEES

OF THE PARTIES HERETO ONLY AND IS NOT FOR GENERAL DISTRIBUTION

WITHIN OR OUTSIDE THEIR RESPECTIVE COMPANIES

“Confidential Treatment Requested and the Redacted Material has been separately filed with the Commission.”

Exhibit C-3(b)

Risk Management Services ( Equifax Interface)

1. Risk Management Services (Equifax Interface). Customer may elect from time-to-time to purchase from CSG, and upon such election, CSG shall provide, certain services relating to any or all of Customer’s requirements for consumer credit information, scoring services or other data stored in CSG’s vendors consumer credit reporting database, (the “Risk Management Services”) as designated by Customer with reasonable notice and in writing.

2. Use of Credit Information. Customer hereby agrees that it will request credit information received from CSG solely for said Customer’s use in connection with (i) credit transactions between Customer and the consumers to whom the credit information relates, (ii) employment purposes, (iii) underwriting of insurance, (iv) collection activity, (v) government licensing, or for other “permissible purposes” as defined by the FCRA, and will neither request nor use any such information for any other purpose.

3. Confidential Treatment. Customer will take reasonable precautions to assure that consumer credit information will be held in strict confidence and disclosed only to those of its respective employees whose duties reasonably relate to the legitimate business purposes for which the information is requested or used to those to whom it may permissibly resell consumer reports hereunder.

4. Intellectual Property.

(a) No License. Customer will not acquire any patent rights, copyright interest, or other right, claim, or interest in the computer programs, forms, schedules, manuals, or other proprietary items utilized or provided by CSG in connection with the Risk Management Services.

(b) Restrictions on Use. Customer will not use or permit its respective employees, agents and subcontractors to use the trademarks, service marks, logos, names, or any other proprietary designations of CSG’s provider of the Risk Management Services (the “Vendor”) or its affiliates, whether registered or unregistered, without the Vendor’s prior written consent.

(b) Ownership of Credit Data. Customer acknowledges that all information contained in the consumer credit information database is and will continue to be the exclusive property of the Vendor. Except for the uses specified in this Agreement, nothing contained in this Exhibit shall be deemed to convey to Customer any right, title or interest in or to the consumer credit information database or any part thereof.

44

CONFIDENTIAL AND PROPRIETARY INFORMATION - FOR USE BY AUTHORIZED EMPLOYEES

OF THE PARTIES HERETO ONLY AND IS NOT FOR GENERAL DISTRIBUTION

WITHIN OR OUTSIDE THEIR RESPECTIVE COMPANIES

“Confidential Treatment Requested and the Redacted Material has been separately filed with the Commission.”

Exhibit C-3(c)

One-Time Credit Card Processing

1. One-Time Credit Card Processing. Customer may elect from time-to-time to purchase from CSG, and upon such election CSG shall provide, certain services relating to any or all of Customer’s requirements for those data processing services which allow subscribers to charge deposits, pre-payments, monthly services, installation fees and Pay Per View (PPV) orders via credit card (the “One-Time Credit Card Processing Service” or for this Exhibit only, the “Service”) as designated by Customer with reasonable notice and in writing. Credit Card payments can be accepted online through either the work order system or the payment entry system. This feature involves real-time credit card authorizations via an interface with a third party credit card processing system. Return messages from the credit card processor, including approved authorizations, declines, and errors, will be displayed online. CSG will create and transmit a nightly settlement file to the merchant banks’ processing center. All settlement reporting is done by the merchant bank. “Approved” credit card payments will post to the subscriber’s account the day it was entered, up to 9 p.m. central time. One-time credit card payments will be identified on daily and monthly production reports. The merchant processing fees will be billed directly to the Customer, per the agreement between the customer and the merchant bank.

2. Requirements. Allowable credit cards for the One-Time Credit Card Processing are Mastercard, VISA, Discover and American Express. Customer is responsible for establishing a merchant agreement with a CSG approved bank*. The merchant bank will assign all applicable merchant ID numbers. Customer must communicate their merchant ID information to CSG prior to using the Service. Online credit adjustments to a credit card can be performed for those Customers that use both Recurring and One-Time Credit Card Processing with a CSG Systems approved merchant bank.

3. Use of Credit Information. Customer and CSG agree that all information and data accessed through the One-Time Credit Card Processing Service is “Confidential Information” and as such shall be kept strictly confidential in accordance with the Agreement.

4. Intellectual Property.

(a) No License. Customer will not acquire any patent rights, copyright interest, or other right, claim, or interest in the computer programs, forms, schedules, manuals, or other proprietary items utilized or provided by CSG in connection with the One-Time Credit Card Processing Service.

(b) Restrictions on Use. Customer will not use or permit its respective employees, agents and subcontractors to use the trademarks, service marks, logos, names, or any other proprietary designations of CSG except in compliance with the Agreement.

(c) Ownership of Credit Data. Customer acknowledges that all information (except for any Customer Data) contained in the consumer credit information database is and will continue to be the exclusive property of the appropriate merchant bank. Except for the uses specified in this Exhibit, nothing contained in this Exhibit shall be deemed to convey to Customer any right, title or interest in or to the consumer credit information database or any part thereof.

* At this time, CSG approved banks include: Chase Merchant Services, Paymentech, First National Bank of Omaha, Old Kent Bank, Huntington National, Wells Fargo, First USA, and Bank of Boston. Additional banks may be added by CSG at Customer’s request for additional fees through a mutually agreed upon Statement of Work.

45

CONFIDENTIAL AND PROPRIETARY INFORMATION - FOR USE BY AUTHORIZED EMPLOYEES

OF THE PARTIES HERETO ONLY AND IS NOT FOR GENERAL DISTRIBUTION

WITHIN OR OUTSIDE THEIR RESPECTIVE COMPANIES

“Confidential Treatment Requested and the Redacted Material has been separately filed with the Commission.”

Exhibit C-3(d)

Recurring Credit Card Processing

1. Recurring Credit Card Processing. Customer may elect from time-to-time to purchase from CSG, and upon such election CSG shall provide, certain services relating to any or all of Customer’s requirements for those data processing services which allow subscribers to have deposits, pre-payments, monthly services, installation fees and Pay Per View (PPV) orders automatically charged to their credit card on a monthly basis (the “Recurring Credit Card Processing Service” or for this Exhibit only, the “Service”) as designated by Customer with reasonable notice and in writing. When Subscribers provide their credit card information to the Customer, a “pre” authorization is sent real time to a CSG approved merchant bank (see Section 2 below), to insure that the credit card information is accurate. Customer will determine when the recurring credit card payment will be performed, either on the subscriber’s cycle date or a date between 10 and 25 days after the cycle date. Customer can choose to automatically retry certain “decline” response codes from the credit card processor. CSG Systems will send a file of credit card payments in the appropriate format to the merchant bank’s processor on a nightly basis and post the payment to the Subscriber’s CSG account. The merchant bank is responsible for all settlement processing and reporting. Merchant processing fees will be billed directly to the Customer, per the agreement between the Customer and the merchant bank. Recurring credit card payments will be identified on daily and monthly production reports.

2. Requirements. Allowable credit cards for the Recurring Credit Card Processing are Mastercard, VISA, Discover and American Express. Customer is responsible for establishing a merchant agreement with a CSG approved merchant bank, currently either Chase Merchant Services, First National Bank of Omaha or Paymentech. Additional merchant banks may be added by CSG at Customer’s request for additional fees through a mutually agreed upon Statement of Work. The merchant bank will assign all applicable merchant ID numbers. Customer must communicate their merchant ID information to CSG prior to using the Service. Online credit adjustments to a credit card can be performed for those Customers that use both Recurring and One-Time Credit Card Processing with a CSG Systems approved merchant bank. CSG must make changes, enhancements, and updates as required to their merchant bank credit card processing interface(s) to continually maintain compliance with CSG approved merchant bank standards and to use commercially reasonable efforts to ensure that Customer’s transactions qualify for the lowest available processing rates offered by those merchant banks. In addition to any CSG approved banks currently supported, additional merchant banks may be added by CSG at Customer’s request for additional fees through a mutually agreed upon Statement of Work.

3. Use of Credit Information. Customer and CSG agree that all information and data accessed through the Recurring Credit Card Processing Service is “Confidential Information” and as such shall be kept strictly confidential in accordance with the Agreement.

4. Intellectual Property.

(a) No License. Customer will not acquire any patent rights, copyright interest, or other right, claim, or interest in the computer programs, forms, schedules, manuals, or other proprietary items utilized or provided by CSG in connection with the Recurring Credit Card Processing Service.

(b) Restrictions on Use. Customer will not use or permit its respective employees, agents and subcontractors to use the trademarks, service marks, logos, names, or any other proprietary designations of CSG except in compliance with the Agreement.

(c) Ownership of Credit Data. Customer acknowledges that all information (except for any Customer Data) contained in the consumer credit information database is and will continue to be the exclusive property of the appropriate merchant bank. Except for the uses specified in this Exhibit, nothing contained in this Exhibit shall be deemed to convey to Customer any right, title or interest in or to the consumer credit information database or any part thereof.

46

CONFIDENTIAL AND PROPRIETARY INFORMATION - FOR USE BY AUTHORIZED EMPLOYEES

OF THE PARTIES HERETO ONLY AND IS NOT FOR GENERAL DISTRIBUTION

WITHIN OR OUTSIDE THEIR RESPECTIVE COMPANIES

“Confidential Treatment Requested and the Redacted Material has been separately filed with the Commission.”

Exhibit C-4

CSG CARE EXPRESS - SERVICE BUREAU

1. CSG Care Express Services. Customer may elect from time-to-time, and upon such election, CSG shall provide certain services relating to Customer’s requirements to utilize CSG’s web-based software application that will allow it to perform a variety of customer care functions via the Internet as described in Attachment A (the “Care Express Services”) as designated by Customer. Customer shall pay CSG the fees and charges associated with the Care Express Services as set forth in Schedule F.

2. Development, Production and Operation of CSG Care Express. CSG will perform the design, development and programming services related to the design and use of the Care Express Services pursuant to a Statement of Work. The Care Express Services will contain the CSG Intellectual Property and the Customer Intellectual Property set forth on the Statement of Work.

3. Ownership of the Care Express Services. Except with respect to Customer’s Intellectual Property, all patents, copyrights, trade secrets and other proprietary rights in or to the Work Product shall be CSG’s sole and exclusive property, whether or not specifically recognized or perfected under applicable law.

4. Customer’s Intellectual Property Representations. Customer provides to CSG a non-exclusive right to use Customer’s Intellectual Property necessary to design, produce and operate the Care Express Services and perform CSG’s other rights and obligations hereunder provided that any use of Customer’s name and mark shall be consistent with any guidelines issued by Customer. Customer may revoke the preceding rights upon notice to CSG.

47

CONFIDENTIAL AND PROPRIETARY INFORMATION - FOR USE BY AUTHORIZED EMPLOYEES

OF THE PARTIES HERETO ONLY AND IS NOT FOR GENERAL DISTRIBUTION

WITHIN OR OUTSIDE THEIR RESPECTIVE COMPANIES

“Confidential Treatment Requested and the Redacted Material has been separately filed with the Commission.”

Attachment A to Exhibit C-4 (page 1 of 4)

Electronic Bill Presentment and Payment (Module A) and Self-Care/Account Management/Subscriber Acquisition

(Module B).

Care Express is an Internet product with two separate modules, which include features and functions for Electronic Bill Presentment and Payment (Module A) and Self-Care/Account Management/Subscriber Acquisition (Module B). These modules may be implemented in conjunction with one another or as separate entities. The features and functions within each of these modules are managed through the Administration Module.

The following functionality is currently included in Care Express when only the Electronic Bill Presentment and Payment (EBPP) module has been implemented:

• Module A–Electronic Bill Presentment and Payment

• Administration Module

Module A - Electronic Bill Presentment and Payment:

Bill Presentment

• Bills are viewable through custom presentation and content templates

• Current bill available for all subscribers immediately upon registration

• E-mail notification of bill availability sent to registered users

• Bill archive maintained for registered users

Bill Payment

• Payment methods include:

• One-time, EFT/ACH, credit card and PIN-less debit cards

• Registered user presented with payment authorization message at time of payment

• Recurring credit and PIN-less debit cards

• Recurring EFT/ACH

Subscriber Registration and Maintenance

• Internet registration for new users of Care Express services

• E-mail notification of successful initial registration sent to registered users

• Internet maintenance of registered user information such as E-mail address and password

• Optional setting to control the printing and mailing of paper statements

Marketing

• Support for CSG’s Enhanced Statement Presentation^® marketing messages (Regulatory and Marketing)

• Space available for banner ads

Security

• Web site access restricted to customer defined servers

• Data and applications restricted to authorized users only

• SSL (Secure Sockets Layer) 3.0 compliant

Additional Account Management Items

• Registered users can change “Bill-to” information

• Registered users can change phone numbers

• Registered users can change Internet login ids and PC equipment information

• Registered users can enroll in recurring credit card and PIN-less debit card

• Registered users can enroll in recurring EFT/ACH

• Registered users can update their recurring payment information

• Registered users can change their Care Express e-mail address

• Registered users can change their Care Express password

48

CONFIDENTIAL AND PROPRIETARY INFORMATION - FOR USE BY AUTHORIZED EMPLOYEES

OF THE PARTIES HERETO ONLY AND IS NOT FOR GENERAL DISTRIBUTION

WITHIN OR OUTSIDE THEIR RESPECTIVE COMPANIES

“Confidential Treatment Requested and the Redacted Material has been separately filed with the Commission.”

Attachment A to Exhibit C-4 (page 2 of 4)

Client Administration Module:

Provide end-user support

• Customer has the same view into Care Express as the consumer (i.e. end-user)

• Customer can retrieve account information by either account number or name

Control Customer Administrative user access level

• Secure login access path (user ID and password in SSL site) for Customer Administrative user (supervisor) and basic user (CSR)

• Update Customer Administrative user passwords and access/security level

• Capability to automatically unregister users who have not logged into the website for a given period of time. Customer Administrative user may set parameters to define specific period of time.

View reports

• Payment transactions by status

• Unposted payments

• Successful payments

• Registered Users

• Number of suppressed hardcopy statements

• Self-care transactions

• Selectable by date ranges

• Printer friendly version available

Customer control of various web page displays, look and feel

• Real-time web site update (add, change, delete) of services, groups of services and service descriptions

• Control available work order scheduling time slots and descriptions

• Control user-friendly error message descriptions

• Control work order rescheduling availability (# of hours before install date to disallow rescheduling)

• Changes can be made by SPA ranges for efficiency

Customer will have the ability to customize their Care Express, EBPP and/or Self-Care web pages to maintain consistency between the look and feel of their corporate Internet web site. The specific look & feel, colors, graphics, logo etc. will be defined by the Customer and implemented by CSG during the initial implementation. All subsequent changes to the look and feel, graphics, logos colors etc. will be executed by CSG through additional Statements of Work.

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OF THE PARTIES HERETO ONLY AND IS NOT FOR GENERAL DISTRIBUTION

WITHIN OR OUTSIDE THEIR RESPECTIVE COMPANIES

“Confidential Treatment Requested and the Redacted Material has been separately filed with the Commission.”

Attachment A to Exhibit C-4 (page 3 of 4)

The following functionality is currently included in Care Express for video and high speed data subscribers when only the Self-Care/Account Management/Subscriber Acquisition module has been implemented:

• Module B - Self-Care/Account Management/Subscriber Acquisition

• Administration Module

Module B - Self-Ordering/ Self-Care/Customer Acquisition:

New Subscriber Acquisition (New Connect)

• New connect consumers can view available services

• New connect consumers can select available services

• New connect consumers can establish installation date

• Includes confirmation of dwelling serviceability

• Includes user-friendly error handling

• Includes web-only service descriptions

• Internet orders include login id, password and PC equipment information

• Includes update capability for services and scheduling date

Request for Service Upgrade or Sidegrade

• Registered users can view available services

• Registered users can select available services to add to their existing accounts

• Includes user-friendly error handling

• Includes web-only service descriptions

• Includes support for no-truck and truck roll orders

• Includes update capability for services and scheduling dates

Order Pay-Per-View Movies and Events

• Registered users can view pay-per-view schedules

• Registered users can order pay-per-view movies and events

Subscriber Registration and Maintenance

• Internet registration for new users of Care Express services

• E-mail notification of successful initial registration sent to registered users

• Registered users can change “Bill-to” information

• Registered users can change phone numbers

• Registered users can change Internet login ids and PC equipment information

• Registered users can change their Care Express e-mail address

• Registered users can change their Care Express password

• Optional setting to control the printing and mailing of paper statements

Marketing

• Support for CSG’s Enhanced Statement Presentation^® marketing messages (Regulatory and Marketing)

• Space available for banner ads

Security

• Web site access restricted to customer defined servers

• Data and applications restricted to authorized users only

• SSL (Secure Sockets Layer) 3.0 compliant

50

CONFIDENTIAL AND PROPRIETARY INFORMATION - FOR USE BY AUTHORIZED EMPLOYEES

OF THE PARTIES HERETO ONLY AND IS NOT FOR GENERAL DISTRIBUTION

WITHIN OR OUTSIDE THEIR RESPECTIVE COMPANIES

“Confidential Treatment Requested and the Redacted Material has been separately filed with the Commission.”

Attachment A to Exhibit C-4 (page 4 of 4)

Administration Module:

Provide end-user support

• Customer has the same view into Care Express as the consumer (i.e. end-user)

• Customer can retrieve account information by either account number or name

Control Customer Administrative-user access level

Secure login access path (user ID and password in SSL site) for Customer Administrative user (supervisor) and basic user (CSR)

• Update Customer Administrative user passwords and access/security level

• Capability to automatically unregister users who have not logged into the website for a given period of time. Customer Administrative user may set parameters to define specific period of time.

View reports

• Registered Users

• Number of suppressed hardcopy statements

• Self-care transactions

• Selectable by date ranges

• Printer friendly version available

Client control of various web page displays, look and feel

• Real-time web site update (add, change, delete) of services, groups of services and service descriptions

• Control available work order scheduling time slots and descriptions

• Control user-friendly error message descriptions

• Control work order rescheduling availability (# of hours before install date to disallow rescheduling)

• Changes can be made by SPA ranges for efficiency

Customer will have the ability to customize their Care Express, EBPP and/or Self-Care web pages to maintain consistency between the look and feel of their corporate Internet web site. The specific look & feel, colors, graphics, logo etc. will be defined by the Customer and implemented by CSG during the initial implementation. All subsequent changes to the look and feel, graphics, logos colors etc. will be executed by CSG through additional Statements of Work.

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WITHIN OR OUTSIDE THEIR RESPECTIVE COMPANIES

“Confidential Treatment Requested and the Redacted Material has been separately filed with the Commission.”

Schedule D

DESIGNATED ENVIRONMENTS

The Designated Environment information in this schedule applies only to the CSG Products actually licensed by the Customer and may be subject to change in accordance with Schedule B of the Agreement.

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ACSR® Windows Designated Environment
Effective Date: January, 2004	Page 1 of 6

The ACSR product family includes:

• ACSR 6.x with ACP On

• ACSR Voice (ACSR-T)

• Customer Interaction Tracking (CIT)

• ACSR TBT (Includes CIT TBT)

• Application Object Interface (AOI)

• HSD

Supported Operating Systems

Product Compatibility Matrix for the ACSR Family of Products
	ACSR	ACSR TBT	Voice	HSD	CIT	CIT TBT	AOI with DDE	AOI with TCP/IP
Operating System
Windows 2000 Professional*	Yes	Yes	Yes	Yes	Yes	Yes	No	Yes
Windows XP** Professional	Yes	No	Yes	Yes	Yes	No	No	Yes
Sun Solaris	Yes	No	No	No	No	No	N/A	Yes
Microsoft IE 4.0 or Higher	N/A	N/A	N/A	Yes	N/A	N/A	N/A	N/A

* Windows 2000 Professional is the only 2000 version currently supported by CSG., To Use Windows 2000 the workstation must be set to Power User. If you would prefer to not change the workstation security to Power User, you can manually install a security template on each workstation. The appropriate template compatws.inf can be found at: http://www.microsoft.com/windows2000/en/professional/help/sag_SCEdefaultpols.htm

** Windows XP

1. Windows XP Home edition not supported

2. Windows XP Professional is supported

3. CSG strongly recommends the installation of the XP security patch referenced in the Microsoft Security Bulletin MS01-059 and dated 12/20/01 for all customers using the XP Prof. OS. More information about this patch can be found at the following Microsoft link: http://www.microsoft.com/technet/treeview/default.asp?url=/technet/security/bulletin/ms01-059.asp

4. Within the XP domain, users should be defined as Power Users or Administrators. The ACSR application requires registration of OCX and DLL files in the Windows registry and, similar to Windows 2000, Microsoft has granted this ability to users with Power User or greater privileges.

• If the client network administrator does not want to define users as Power Users or Administrator, then the Microsoft compatible security template that opens up the default access control policy for the Users group must be installed. Installation of this template will allow ACSR to install and function correctly. For more information about this template, please contact Microsoft Support.

5. To ensure proper installation and execution of ACSR, ANDS client version 2.0.21 or greater must be used. When installing the ANDS client on the XP desktop, the installing user must be an Administrator on the XP domain.

• To ensure proper installation and execution of ACSR, ANDS client version 2.0.21 or greater must be used. When installing the ANDS client on the XP desktop, the installing user must be an Administrator on the XP domain.

⁽¹⁾ CIT coexists with Telephony (no Telephony specific functionality)

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OF THE PARTIES HERETO ONLY AND IS NOT FOR GENERAL DISTRIBUTION

WITHIN OR OUTSIDE THEIR RESPECTIVE COMPANIES

“Confidential Treatment Requested and the Redacted Material has been separately filed with the Commission.”

Server Requirements

Currently Available Server Hardware	Master Distribution Server	Remote Distribution Server	Master With CIT
Sunfire V100	X	X
Sunfire V120	X	X
Sun Enterprise 250	X	X	X
Sun Enterprise 450	X	X	X
SunFire V210	X
SunFire V240	X		X
SunFire 280R	X		X
SunFire V480	X		X

• CDROM drives are required for ALL SUN Servers

• 2 Network Interface Cards are required for CIT servers

• Server model, number of CPU’s, memory and disk storage are based on customer’s requirements.

• Server hardware not listed above should be reviewed by CSG.

REQUIRED SERVER SOFTWARE

(The current version of all listed software will be used unless otherwise noted)

	ACSR® (Master ONLY)	ACSR® (Remote Only)	ACSR® W/CIT	ACSR® W/Voice
Sun Solaris 2.8 with current patches *	X	X	X	X
Hewlatt Packard JetAdmin for Solaris (bundled with HP JetDirect) V. D6.21	X	X	X	X
Oracle v. 9i *			X	X
Tuxedo v 6.5 *			X	X
Veritas Volume Manager current version			X	X

* Operating Systems with versions earlier than published here have not been certified with all products. Versions are expected to be the version listed herein.

** If 3270 sessions are needed a Rumba license to run the session will also be needed

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OF THE PARTIES HERETO ONLY AND IS NOT FOR GENERAL DISTRIBUTION

WITHIN OR OUTSIDE THEIR RESPECTIVE COMPANIES

“Confidential Treatment Requested and the Redacted Material has been separately filed with the Commission.”

Printer Requirements

Other ACSR Equipment

Network Cards/Devices

Sun Network Interface Hardware (Required with third party network providers)

Hewlett Packard External Jet Direct EX (Printer Interface external box Required for system printing)

Printers

IBM 4226 - 533 characters per second (cps) - (work order printer) [supported, no longer sold]

IBM 4230 - (4I3 or 4S3)– 600 cps – (work order printer) (do not order with internal Ethernet card)

IBM 4232 – 600 cps – (work order printer)

Lexmark 4227 Plus - 533 cps - (work order printer)

IBM 6400 model 005 - (work order printer) [supported, no longer sold]

IBM 6400 model 050 - (work order printer) (with parallel port) (do not order with internal Ethernet card)

IBM 6400 models 008 and 012 - (For reports) [supported, no longer sold]

IBM 6400 model 010 and 015 (For reports) (with parallel port) (do not order with internal Ethernet card)

Hewlett Packard LaserJet 5000N - (For screen prints)

Okidata ML 320 Turbo - (For cash register receipts)

Please Note: Additional software is needed to support printing

* Current version of Rumba is required for all cash register receipt printing

* Brixton 3270 client is required for all connected printers

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OF THE PARTIES HERETO ONLY AND IS NOT FOR GENERAL DISTRIBUTION

WITHIN OR OUTSIDE THEIR RESPECTIVE COMPANIES

“Confidential Treatment Requested and the Redacted Material has been separately filed with the Commission.”

Client Workstation Requirements

ACSR Client Workstation Hardware
	Platform
Processors	Windows 2000 (Professional) *	Windows XP (Professional)
Compaq, IBM, Gateway E3200-350 and Dell Business Class computers with Intel Pentium class, and Celeron processors (1)	X	X
Random Access Memory (RAM)
128 MB(2)	X	X
Minimum Hard Drive Space Available for ACSR
1.2 GB	X	X
Speed See examples (1)
Minimum Video Requirements
1024 x 768 x 256 colors, small font	X	X
SVGA 15” Monitor	X	X
SVGA 17” Monitor	X	X
SVGA 19” Monitor	X	X

⁽¹⁾ Minimum Requirements with 500 Mhz processor and 128 Mb RAM

⁽²⁾ 256 MB of RAM or higher is recommended when running ACSR with multiple desktop applications

* See note on page 1

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“Confidential Treatment Requested and the Redacted Material has been separately filed with the Commission.”

ACSR Client Workstation Software
	Platform
Operating Systems	Windows 2000* (Professional)	Windows XP* (Professional)
*Microsoft Windows 2000 with Service Pack 2.0	X
Microsoft XP Professional		X
Communications
Rumba version 6.0B**	X	X
Rumba version 7.1.1**	X	X
Tuxedo v6.5***	X	X

* Please Note: This is the ‘Professional’ edition not the ‘ME’. (Millennium Edition). To Use Windows 2000, the workstation must be set to Power User. If you would prefer to not change the workstation security to Power User, you can manually install a security template on each workstation. The appropriate template is compat*.inf and is found at: http://www.microsoft.com/windows2000/en/professional/help/sag_SCEdefaultpols.htm

** Only needs to be run if customers continue to utilize 3270 screens

*** This is for CIT and Voice product only.

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OF THE PARTIES HERETO ONLY AND IS NOT FOR GENERAL DISTRIBUTION

WITHIN OR OUTSIDE THEIR RESPECTIVE COMPANIES

“Confidential Treatment Requested and the Redacted Material has been separately filed with the Commission.”

	Platform
Database/Reporting	Windows 2000* (Professional)	Windows XP* (Professional)
Oracle SQL Net v2.1.4.1.4 runtime (for CIT; for PCs with Forest & Trees® reporting tool)
Oracle SQL Net v2.3.4.0.0 for NT runtime (for Telephony)
Oracle SQL Forms (for Telephony) •      Forms Runtime - 6.0.5.35.3 •      Graphics Runtime - 6.0.5.33.0 •      Reports Runtime - 6.0.5.35.0	X
Forest & Trees® Builders Edition v6.5 or higher (Optional reporting tool for PCs performing reporting queries)	X

* Please Note: This is the ‘Professional’ edition not the ‘ME’. (Millennium Edition). To Use Windows 2000, the workstation must be set to Power User. If you would prefer to not change the workstation security to Power User, you can manually install a security template on each workstation. The appropriate template is compat*.inf and is found at: http://www.microsoft.com/windows2000/en/professional/help/sag_SCEdefaultpols.htm

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OF THE PARTIES HERETO ONLY AND IS NOT FOR GENERAL DISTRIBUTION

WITHIN OR OUTSIDE THEIR RESPECTIVE COMPANIES

“Confidential Treatment Requested and the Redacted Material has been separately filed with the Commission.”

ACSR (Web Enabled) Designated Environment*
Effective Date: February, 2004			Page 1 of 1
ACSR (Web Enabled) Client Workstation Software
Operating Systems (Tested) (Do to the nature of the Web Enabled product, any OS supporting the required browsers will be supported. When utilizing Windows 2000, it is required that service pack 2 be installed to support CSG Web Enabled applications)	Windows NT	Windows 2000 (Professional)	Windows XP
Microsoft Windows NT v4.0 w/ Service Pack 6.0 or higher and Year 2000 fixes.	X
Microsoft XP Service Pack 1.0			X
Microsoft Windows 2000 with Service Pack 2.0		X

Other Software Considerations

Internet Explorer 6.0 or higher is required. Browser must be able to support Plug-Ins or Active X controls and have 128-bit SSL encryption enabled.

Listed Operating Systems are those that are currently tested by CSG and supported by Microsoft. If customer decided to utilize a different operating system than that listed within this DEG, they must ensure that the basic browser requirements are met.

Citrix ICA Web Client v 6.30 (download from https://myportal.csgweb.com)

Networking Requirements

Internet connection via Internet Service Provider (ISP), direct connect or dial-up

ACSR (Web Enabled) Client Workstation Hardware

Processors

Processor must be able to support a Microsoft Internet Explorer 6.0 browser or higher

Tested platforms include: Compaq, IBM, Gateway E3200-350 and Dell Business Class computers with Intel Pentium, Pentium II, Pentium III and Celeron processors designated as Microsoft Windows NT certified and Year 2000 compliant.

Printers

IBM 4226 - 533 characters per second (cps) - (work order printer) [supported, no longer sold]

IBM 4230 - (4I3 or 4S3)– 600 cps – (work order printer) (do not order with internal Ethernet card)

IBM 4232 – 600 cps – (work order printer)

Lexmark 4227 Plus - 533 cps - (work order printer)

IBM 6400 model 005 - (work order printer) [supported, no longer sold]

IBM 6400 model 050 - (work order printer) (with parallel port) (do not order with internal Ethernet card)

IBM 6400 models 008 and 012 - (For reports) [supported, no longer sold]

IBM 6400 model 010 and 015 (For reports) (with parallel port) (do not order with internal Ethernet card)

Hewlett Packard LaserJet 5000N - (For screen prints)

Okidata ML 320 Turbo - (For cash register receipts)

* This is the designated environment for ACSR 6.x running in CSG’s Web Enabled environment only. This document also covers the designated environment required for the Security Administration tool provided by CSG. Please refer to the ACSR designated environment for the standard ACSR product family.

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OF THE PARTIES HERETO ONLY AND IS NOT FOR GENERAL DISTRIBUTION

WITHIN OR OUTSIDE THEIR RESPECTIVE COMPANIES

“Confidential Treatment Requested and the Redacted Material has been separately filed with the Commission.”

CSG Screen Express® Designated Environment
Effective: 01/04	Page 1 of 1

Note: CSG Screen Express requires CSG ACSR and AOI. The AOI functionality that enables Screen Express functionality is included in the Screen Express license. AOI has other functionality than what is being used in Screen Express.

CSG Screen Express is inherent to the ACSR product and therefore requires the ACSR product to execute properly. Please refer to the ACSR DEG to ensure that all ACSR requirements are met before utilizing Screen Express.

Screen Express CTI Server Requirements

CTI Server Environment:

NT server class machine with a Pentium III 650 MHz or greater; 256 MB RAM; 10 GB available hard drive space⁽¹⁾; network card (10MB min., 10BT or BNC); NT version 4.0, Windows 2000 Server or Windows 2000 Advanced Server, all with the latest service packs. TCP/IP protocol and MS IIS (Internet Information Server) 4.0 or greater installed. Requires remote access: CA-Unicenter Remote Control, pcAnywhere, VNC, or equivalent.

MS SQL 7 or SQL 2000 required for CTI Reporting.

Screen Express Desktop Workstation

Windows only environment. Refer to ACSR DEG. Windows 2000 or 2000 Professional, Windows XP Professional, all with latest service packs; 32 bit; 200 MHz or greater; 64 MB RAM ⁽²⁾; minimum 3MB available hard drive space; network card (10MB min., 10BT or BNC). Windows NT version 4.0; TCP/IP protocol installed; ACSR must be on the workstation.

Screen Express ACD Options

Aspect ACD – version 6.2 Operating System – 8.2⁽³⁾ inclusive. Requires Application Bridge Link (Ethernet) for ANI support and communication with the CTI server. Sites that have migrated to Aspect Contact Server not currently supported.

Lucent/Avaya Communications Definity G3 ACD – version 6.0 Operating System or greater and requires the native ASAI Interface. ASAI-Plus required for adjunct routing in vectors (ANI prompting, etc.). Requires a MAPD gateway card for ANI support and to communicate with the CTI server.

Nortel/Meridian – Any Nortel Meridian ACD that supports and includes: 1.)Meridian Link “B” or greater, or 2.) SCCS (Symposium Call Center Server) 4.1.7 or greater. Nortel TSP (TAPI Service Provider) 2.1 or greater required for both of the aforementioned, including licensing equal to the number of monitored devices (Screen Express seats) and AST for phonesets activated.

Intecom IBX– For CTI functionality the switch platform must be an E series (E3M, E14M, E21M, etc.) running software release 4.10 or greater. Software packages must include PRI (Primary Rate Interface), ANI support, and OAI (Open Application Interface).

Siemens/Rolm – HICOM 300 series (9751/9006 or greater) with CallBridge for Workgroups. Only CSTA version supported.

⁽¹⁾ Optional data logging features may require additional drive space if logging destination is local.

⁽²⁾ 128 MB of Ram or higher is recommended when purchasing new equipment

⁽³⁾ Upon execution of a mutually agreeable SOW or LOA, CSG will add version 8.3 or subsequent versions to the Designated Environment.

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“Confidential Treatment Requested and the Redacted Material has been separately filed with the Commission.”

CSG Statement Express® Designated Environment
Effective: 02/13/2004	Page 1 of 2
CSG Statement Express Client - Stand Alone Environment (1)
Platform Supported
OnDemand Content Manager version 7.1.0.8
See current Designated Environment requirements for Windows NT, Window XP or Window 2000
Desktop Software Requirements
IBM OnDemand
Minimum Processor
An IBM-compatible PC with an Intel Pentium 166 MHz or faster processor
Minimum Free Disk Space
100 MB of free hard disk space
Minimum Memory
A minimum of 32 megabytes of memory
Speed
Network Cards/Devices
Ethernet or Token Ring network adapter
Minimum Video Requirements
A super-VGA and adapter with at least 800x600 resolution recommended
Printer
Any MS Windows supported printer
CSG Statement Express Client - ACSR Integrated Environment Version 1 (2)
Platform
See current Designated Environment requirements for ACSR
Desktop Software Requirements
IBM OnDemand Content Manager version 7.1.0.8
Minimum Processor
See current ACSR Designated Environment
Minimum Free Disk Space
See current Designated Environment requirements for ACSR.
Minimum Memory
See current Designated Environment requirements for ACSR

⁽¹⁾ Requires INTERNIC registered address

⁽²⁾ Requires CSG ACSR and INTERNIC registered address

* IBM OnDemand shall only be used with CSG Statement Express and shall not be used with any other product or service of CSG or any other third party.

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OF THE PARTIES HERETO ONLY AND IS NOT FOR GENERAL DISTRIBUTION

WITHIN OR OUTSIDE THEIR RESPECTIVE COMPANIES

“Confidential Treatment Requested and the Redacted Material has been separately filed with the Commission.”

CSG Statement Express® Designated Environment
Effective: 2/13/04	Page 2 of 2

CSG Statement Express Client - ACSR Integrated Gateway Environment Version 2 ⁽²⁾

Platform

See current Designated Environment requirements for ACSR

Desktop Software Requirements

Adobe Acrobat Reader version 5.0 or higher

Internet Explorer 5.5 or higher

Minimum Processor

See current ACSR Designated Environment

Minimum Free Disk Space

See current Designated Environment requirements for ACSR.

Minimum Memory

See current Designated Environment requirements for ACSR

⁽³⁾      Requires INTERNIC registered address

⁽⁴⁾      Requires CSG ACSR and INTERNIC registered address

*  IBM OnDemand shall only be used with CSG Statement Express and shall not be used with any other product or service of CSG or any other third party.

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CSG Vantage Designated Environment
Effective: 02/01/04	Page 1 of 1

Using Vantage in the ACSR and/or ACSR Telephony Environment

The ACSR product runs on a TCP/IP network with a Sun Server acting as the SNA gateway. ACSR and Vantage can run on the same workstation but consideration must be given during installation to the overall network and workstation configuration. If the Vantage workstation is to use an existing AT&T Global Services circuit and that workstation does not have an InterNIC registered TCP/IP address, then additional consideration must be given to router configurations.

Consideration must be given to the overall environment in which Vantage runs. TCP/IP does not provide load balancing or prioritization on the line. Therefore, if an AT&T Global Services multi-protocol circuit is used for both Vantage and CCS/ACSR, consideration must be given to the estimated amount of activity that will be generated from Vantage. For all ACSR installations, prioritization is given to SNA traffic rather than TCP/IP based traffic. Consult CSG for specific installation and configuration information.

If the Vantage PC is to be used in the ACSR environment, the ACSR PC Workstation Requirements should be used for both Vantage and ACSR, with the inclusion of the additional Vantage software.

Vantage Hardware⁽¹⁾

Processors

IBM, Compaq, and Dell Business Class computers with Intel Pentium, Pentium II, Pentium III and Celeron processors designated as Microsoft Windows NT certified and Year 2000 compliant.

Minimum PC Requirements

IBM, Compaq, or Dell that is Year 2000 ready - Pentium 166 MHz or better; 32 MB RAM or greater ⁽²⁾; 1.2 GB hard drive or larger (128 MB free space); CD-ROM; and a 56 KB modem ⁽³⁾

Vantage Software ⁽⁴⁾

PC Operating System Options

* Windows NT

Windows 2000(Professional) ⁽⁵⁾

Windows XP (Professional)

Database/Reporting

** Oracle 9I client for Windows 9.2.04 - Effective 03/01/2004

** Oracle8 Client for Windows 8.1.7.0.0 - 32-bit (plus maintenance)

Forest & Trees^® Builder Edition 6.51 (plus maintenance) ⁽⁶⁾

Forest & Trees^® Builder Edition 7.0 (plus maintenance) ⁽⁶⁾

Connectivity Requirements – One of the Following: ⁽⁷⁾

Leased TCP/IP multi-protocol connection with minimum 56 KB (for example, AT&T Global Services), or

Dial-up connections through the AT&T secure network, or

Dial-up connections through Internet Service Provider

⁽¹⁾ Vantage will operate only on a PC.

⁽²⁾ 64 MB of RAM or greater is recommended

⁽³⁾ A modem is required only for dial-up connectivity.

⁽⁴⁾ All software must be loaded and operated per workstation. Network server versions and/or operations are not supported.

⁽⁵⁾ Windows 2000 requires Forest & Trees version 6.51 or higher on the Professional Edition (note this is not the Millenium Edition).

⁽⁶⁾ Forest & Trees 6.51 will no longer be supported effective July 25^th, 2004. Support for Forest & Trees 7.0 will begin effective July 25^th, 2004.

⁽⁷⁾ TCP/IP connectivity with an InterNIC registered TCP/IP address to CSG’s Millennium Data Center in Englewood, CO. The Vantage workstation must exist on the TCP/IP network.

* Windows NT will no longer be supported effective November, 2004.

** Versions of Oracle Software below 9i will no longer be supported effective December 31, 2004.

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“Confidential Treatment Requested and the Redacted Material has been separately filed with the Commission.”

CSG Workforce Management^® 5.0 Designated Environment

Effective 11/21/2003

CSG Workforce Management Client Hardware

Processor

IBM, Compaq, or Dell Business Class computer with Intel Pentium II processor designated as Microsoft Windows 2000 or Windows XP certified and Year 2000 compliant.

350 MHz minimum (for up to 500 techs). 450 MHz or faster strongly recommended.

Operating system

Microsoft Windows NT 4.00.1381 Service Pack 6a

Microsoft Windows 2000 5.00.2195 Service Pack 2

Microsoft Windows XP 5.1

Random Access Memory (RAM)

256 MBytes (up to 2000 work orders)

384 MBytes (over 2000 work orders)

Network Connection

Ethernet 10/100 Card

Video Card

Matrox Millenium II graphics controller – 4 MB (part #270246-B21 is recommended) or the equivalent. Video card and monitor must support 1024 X 768 screen resolution and 65,536 colors

Hard Disk

128 MB available space - in addition to space required for the operating system, swap space and other applications

Floppy Disk Drive

3.5” disk drive

CD-ROM Drive

Minimum – 4X

Monitor

Minimum – 17” viewable space recommended

Virtual Memory

Compliant with Microsoft Windows - Recommendations (Physical RAM + 12 MBytes).

Peripherals

Keyboard, mouse, and laser printer which can be shared with other Workforce Management workstations

Included Software

Workforce Express 5.0, ACSR, ANDS, CIT, Internet Explorer 6.0 (Service Pack 1), Adobe Acrobat Reader 5.0

64

CONFIDENTIAL AND PROPRIETARY INFORMATION - FOR USE BY AUTHORIZED EMPLOYEES

OF THE PARTIES HERETO ONLY AND IS NOT FOR GENERAL DISTRIBUTION

WITHIN OR OUTSIDE THEIR RESPECTIVE COMPANIES

“Confidential Treatment Requested and the Redacted Material has been separately filed with the Commission.”

CSG TechNet^® 5.0 Designated Environment

Effective 11/21/2003

CSG TechNet^®

The CSG TechNet^® application is supported on any phone that currently uses the Openwave Browser version 4.1.x or the Openwave Browser version 5.0.x, and is serviced by any of the following wireless network operators in the United States:

AT&T Wireless (GPRS)	Nextel
QWEST	Southern Linc
Sprint PCS	Alltel

The CSG TechNet^® Browser Based application is supported on any device that contains Internet Explorer 6.0 or greater, PocketPC 2002 or any other devices that support HTML 4.0 and JavaScript 1.2. Browser-based CSG TechNet^® will also accept data entered using the bar code scanning functionality that is enabled on those devices.

The CSG TechNet^® Browser Based application also facilitates electronic signature capture and mobile receipt printing functionality on devices that support Pocket PC 2002 and include embedded handwriting recognition capability. In addition, this device must have an IrDA interface in order to support remote receipt printing on the Citizen CMP-10 printer. CSG has tested signature capture and receipt printing on the Compaq iPaq, Panasonic CF-01, and Intermec 700c.

65

CONFIDENTIAL AND PROPRIETARY INFORMATION - FOR USE BY AUTHORIZED EMPLOYEES

OF THE PARTIES HERETO ONLY AND IS NOT FOR GENERAL DISTRIBUTION

WITHIN OR OUTSIDE THEIR RESPECTIVE COMPANIES

“Confidential Treatment Requested and the Redacted Material has been separately filed with the Commission.”

CSG Workforce Management^® (web-enabled) Designated Environment

Effective 11/21/2003

Workforce Management (web-enabled) Client Hardware

Processor

IBM, Compaq, or Dell Business Class computer with Intel Pentium II processor designated as Microsoft Windows 2000 or Windows XP certified and Year 2000 compliant.

Operating system

Windows based Operating System (NT, 2000, XP) supporting the necessary web browsers identified above

Tested Platforms Include:

Microsoft Windows NT 4.00.1381 Service Pack 6a

Microsoft Windows 2000 5.00.2195 Service Pack 2

Microsoft Windows XP 5.1

Random Access Memory (RAM)

32 MB RAM minimum

Network Connection

Designated URL must be accessed through an accepted NAT provided to CSG

Video Card

Testing on video cards inconclusive at this time

Monitor

1024 x 768 x 256 colors, small font

SVGA 15” Monitor

SVGA 17” Monitor

Virtual Memory

Compliant with Microsoft Windows NT, Microsoft Windows 2000 or Windows XP Recommendations (Physical RAM + 12 MBytes).

Peripherals

Keyboard, mouse, and laser printer which can be shared with other Workforce Management workstations

Included Software

WFX version 5.0

Citrix ICA client

Client Software

Internet Explorer 6.0 Service Pack 1

Microsoft Terminal Server Licenses (provided by client)

•      Windows 2000 Server License (one per server)

•      Windows 2000 Client Access License (one per user)

•      Windows 2000 Terminal Services Client Access License (one per user)

66

CONFIDENTIAL AND PROPRIETARY INFORMATION - FOR USE BY AUTHORIZED EMPLOYEES

OF THE PARTIES HERETO ONLY AND IS NOT FOR GENERAL DISTRIBUTION

WITHIN OR OUTSIDE THEIR RESPECTIVE COMPANIES

“Confidential Treatment Requested and the Redacted Material has been separately filed with the Commission.”

CSG TechNet^® Web 5.0 Designated Environment

Effective 11/21/2003

TechNet Web Client Hardware

Processor

IBM, Compaq, or Dell Business Class computer with Intel Pentium II processor designated as Microsoft Windows 2000 or Windows XP certified and Year 2000 compliant.

233 MHz minimum.

Operating system

Microsoft Windows 2000 – Service Pack 2

Microsoft Windows XP

Peripherals

Keypad and Mouse

Included Software

WorkForce Express 5.0, Internet Explorer 6.0 Service Pack 1

CSG Supervisor Module^® 5.0 Designated Environment

Effective 11/21/2003

Supervisor Module Client Hardware

Processor

IBM, Compaq, or Dell Business Class computer with Intel Pentium II processor designated as Microsoft Windows 2000 or Windows XP certified and Year 2000 compliant.

233 MHz minimum.

Operating system

Microsoft Windows 2000 – Service Pack 2

Microsoft Windows XP

Peripherals

Keypad and Mouse

Included Software

CSG Supervisor Module^®, Internet Explorer 6.0 Service Pack 1

67

CONFIDENTIAL AND PROPRIETARY INFORMATION - FOR USE BY AUTHORIZED EMPLOYEES

OF THE PARTIES HERETO ONLY AND IS NOT FOR GENERAL DISTRIBUTION

WITHIN OR OUTSIDE THEIR RESPECTIVE COMPANIES

“Confidential Treatment Requested and the Redacted Material has been separately filed with the Commission.”

CSG Care Express® Designated Environment
Effective 01//04	Page 1 of 1

Care Express in a Service Bureau Environment

CSG operates and maintains the product on its hardware and software and provides URL link(s) for the client web site.

Module A - Electronic Bill Presentment and Payment (EBPP) Designated Environment for the customer and end user:

•      Enhanced Statement Presentment (ESP)

•      Internet Explorer 5.5 or higher or Netscape Navigator 6.2 or higher

•      Browser must have Java Script and cookies enabled

•      The browser must support 128-bit SSL encryption

Module B - Self –Care (Acquisition and Update Service) Designated Environment for the customer and end user:

•      Internet Explorer 5.5 or higher or Netscape Navigator 6.2 or higher

•      Browser must have Java Script and cookies enabled

•      The browser must support 128-bit SSL encryption

The Administration Designated Environment for the customer :

•      Internet Explorer 5.5 or higher

•      Browser must have Java Script and cookies enabled

•      The browser must support 128-bit SSL encryption

68

CONFIDENTIAL AND PROPRIETARY INFORMATION - FOR USE BY AUTHORIZED EMPLOYEES

OF THE PARTIES HERETO ONLY AND IS NOT FOR GENERAL DISTRIBUTION

WITHIN OR OUTSIDE THEIR RESPECTIVE COMPANIES

“Confidential Treatment Requested and the Redacted Material has been separately filed with the Commission.”

Schedule E

Technical Services

CSG agrees to provide Technical Services as requested by Customer for use in conjunction with or as a supplement to CSG’s Services, Products, and Support Services during the term of this Agreement.

1) Requests for Technical Services outside of Software Development

For each project that Customer desires CSG to undertake, Customer will complete the CSG Services Request Form (“SRF”) Trigger Document attached hereto as Exhibit E-1. This document will be validated and submitted to CSG by Customer’s Contract Administrator, Technical Coordinator, or other designated representative from Customer’s West Chester Data Center.

• SRF – Customer will complete this document when requesting consulting, data maintenance, travel, IP address additions or other commonly used Technical Services.

In response to receiving an SRF Trigger Document, CSG will complete one of the following Response Documents:

• Letter of Agreement (“LOA”) (attached hereto as Exhibit E-2)

• Statement of Work (“SOW”) (attached hereto as Exhibit E-3)

• LOA- After trigger document is submitted, CSG may need to engage Customer in additional information collection, fact-finding, and clarification activities as required to fully comprehend Customer’s intended usage and implementation plans. After such activities are complete, CSG will respond to Customer with an LOA. This document will be used as a price and delivery quotation to define the cost, schedule, tasks, and deliverables for consulting or ancillary services that will generate a one-time charge of less than *** ******** ******* ($***). Upon the Parties’ execution of the LOA, CSG will commence providing the requested Technical Services.

• SOW- After trigger document is submitted, CSG may need to engage Customer in additional information collection, fact-finding, and clarification activities as required to fully comprehend Customer’s intended usage and implementation plans. After such activities are complete, CSG will respond to Customer with an SOW. This document will be used for services that will generate a one-time charge of *** ******** ******* ($***) or greater. Upon the Parties’ execution of the SOW, CSG will commence providing the requested Technical Services. An SOW will be used for reoccurring services regardless of the dollar amount.

CSG agrees to provide their Response Documents to Customer in a timely manner after receipt of Customer Trigger Documents, and in the aggregate, they will be provided to Customer according to the following standards:

• Within any *** day period, CSG will submit their LOA response document no later than within *** business days of the mutually agreed upon requirements completion submitted in the Customer Trigger documents, in ***% of instances. CSG will submit their SOW response document no later than within *** business days of the mutually agreed upon requirements completion submitted in the Customer Trigger documents, in ***% of instances. CSG will use commercially reasonable efforts to respond to all trigger documents as soon as possible

• In ***% of instances, Customer receives LOA Response Document from CSG within 20 business days of the mutually agreed upon requirements completion submitted by Customer. In ***% of instances, Customer receives SOW Response Document from CSG within 30 business days of the mutually agreed upon requirements completion submitted by Customer.

In any case where CSG fails to perform according to the above standards, Customer may issue written notice to CSG specifying the non-performance and request immediate corrective action to remedy the non-

“Confidential Treatment Requested and the Redacted Material has been separately filed with the Commission.”

performance. If CSG fails to remedy the non-performance within *** days of receipt of Customer’s notice specifying the non-performance, then CSG agrees to provide Customer with Technical Service credits of *** ******* (***) hours, at a senior consultant level, applicable to any outstanding or future LOA or SOW.

Maximum Period of Performance

Following Customer’s approval of any LOA or SOW, CSG will use commercially reasonable efforts to begin and complete performance of the contemplated Technical Services in the most expeditious manner possible. Notwithstanding the foregoing, CSG will adhere to the following period of performance standards unless otherwise specified in the applicable LOA or SOW or otherwise set forth in an Exhibit or Schedule

Total CSG Billable Hours	Maximum time allowed to complete LOA or SOW
*** ** *** hours	*** Days
*** ** *** hours	*** Days
*** ** *** hours	*** Days
*** ** ***	*** Days
Over ***	See date as specified in SOW

2) Requests for Software Development

For each project that Customer desires CSG to undertake, Customer will complete the CSG Business Requirements Specification Document (“BRD”) attached hereto as Exhibit E-4. This document will be validated and submitted to CSG by Customer’s Contract Administrator, Technical Coordinator, or other designated representative from Customer’s West Chester Data Center.

• BRD – The Customer will define the project scope, background, and objectives, along with use cases for the requested software development or customization project(s).

In response to receiving a BRD Trigger Document, CSG will complete the following Response Document:

• Initial Project Analysis (“IPA”) attached hereto as Exhibit E-5

• IPA- After trigger document is submitted, CSG may need to engage Customer in additional information collection, fact-finding, and clarification activities as required to fully comprehend Customer’s intended usage and implementation plans. After such activities are complete, CSG will respond to Customer with an IPA. The purpose of the Initial Project Analysis (IPA) is to provide a proposed solution to a BRD that can be used to develop a detailed design, and to provide CSG and Customer an overall estimate of the size of the development request. This document will be provided to Customer for approval and signature.

Upon the Customer approval of the IPA, CSG will complete the following Response Documents:

• Design Statement of Work (“D-SOW”) attached hereto as Exhibit E-6.

• Statement of Work (SOW)

• D-SOW- The purpose of the D-SOW is to produce a detailed functional specification for development of the CSG proposed solution to Customer requirements, as specified in the BRD and further clarified in the IPA. If the size of the estimate provided in the IPA is greater than *** hours, a D-SOW is created for completion of the design phase and then after D-SOW Customer approval, an SOW is created once the design is completed. If the size of the estimate is less than *** hours, an SOW only is created for the complete development life cycle.

• SOW – The purpose of the SOW is to provide formal acceptance by the Customer of the project design, cost and implementation schedule. The SOW will provide reliable cost and schedule estimates along with a description of the tasks to be completed and the deliverables to be produced. Upon Customer’s execution of the SOW, CSG will commence providing the requested services. An SOW will be used for reoccurring services regardless of the dollar amount. Except as otherwise

“Confidential Treatment Requested and the Redacted Material has been separately filed with the Commission.”

specifically provided in a Statement of Work, CSG shall own all right, title and interest to any Deliverable. Each such Statement of Work agreed upon by the parties shall include a designation by Customer of whether the development project is deemed “strategic” or “non-strategic”, provided that Customer shall not designate any development project as “strategic” unless the aggregate fees payable to CSG in connection therewith are at ***** $***, and provided further, that any development project with aggregate fees payable to CSG of less than $*** shall be deemed neither “strategic” nor “non-strategic” for purposes of this Schedule E. With respect to any project set forth in an agreed upon Statement of Work that is designated by Customer as “strategic”, Customer shall fund the cost thereof, and CSG shall be restricted for a period of *** ** *** months from the date the Deliverables are made available to Customer (as agreed to by the parties in such Statement of Work) from using or distributing, or permitting the use by any third party of, the Deliverables and related intellectual property. With respect to any project set forth in an agreed upon Statement of Work that is designated by Customer as “non-strategic”, CSG may (i) elect to charge Customer for its development costs, in which case CSG may not itself use, or make the Deliverables or related intellectual property available for the use by other customers or third parties for *** ** *** months from the date the Deliverables are made available by CSG (as agreed to by the parties in such Statement of Work); provided, however, that CSG may at any time elect to use the Deliverables or intellectual property without Customer’s permission in which case it shall refund to Customer the development fees paid to it by Customer under the applicable Statement of Work; or (ii) elect not to charge Customer for its development costs, in which case CSG may use the Deliverables and related intellectual property without restriction.

CSG agrees to provide their Response Documents to Customer in a timely manner after receipt of Customer Trigger Documents, and in the aggregate, they will be provided to Customer according to the following standards:

• Within any *** day period, CSG will submit their response document no later than within *** business days of the mutually agreed upon requirements completion submitted in the Customer Trigger documents, in ***% of instances. CSG will use commercially reasonable efforts to respond to all trigger documents as soon as possible.

• In ***% of instances, Customer receives Response Document from CSG within *** business days of the mutually agreed upon requirements completion submitted by Customer.

In any case where CSG fails to perform according to the above standards, Customer may issue a written notice to CSG specifying the non-performance and request immediate corrective action to remedy the non-performance. If CSG fails to remedy the non-performance within *** days of receipt of Customer’s notice specifying the non-performance, then CSG agrees to provide Customer with Technical Service credits of *** hours, at a senior consultant level, applicable to any outstanding or future SOW or D-SOW.

Maximum Period of Performance

Following Customer’s approval of any SOW, CSG will use commercially reasonable efforts to begin and complete performance of the contemplated Technical Services in the most expeditious manner possible. Notwithstanding the foregoing, CSG will adhere to the following period of performance standards unless otherwise specified in the applicable or SOW. These standards apply to single product impacts only (CCS, ACSR, Care Express, Workforce Express, CIT, Vantage, or Vantage Plus). If the software development request crosses products or includes changes to more than one product, then refer to the date as specified in the SOW.

Total CSG Billable Hours	Maximum time allowed to complete SOW.
*** ** **	*** Days
*** ** ***	*** Days
*** ** ****	*** Days
**** ** ****	See date as specified in SOW

“Confidential Treatment Requested and the Redacted Material has been separately filed with the Commission.”

3) Change Orders

If Customer desires a change to the Technical Services or work to be performed under any executed LOA, SOW, or D-SOW, Customer shall issue an amended SRF or BRD to CSG which shall specify that it is a request for a change in a specified LOA, SOW or D-SOW. CSG shall respond with the appropriate Response Document, which shall include a change order cost and schedule estimate to the original LOA, D-SOW or SOW. Upon receipt of the change order LOA, SOW or D-SOW, Customer shall have the option to execute the change order LOA, SOW, or D-SOW, complete the work specified in the previously executed LOA, SOW, or D-SOW, or provide written notice terminating the previously executed LOA, SOW or D-SOW. In the event that Customer terminates any previously executed LOA, SOW, or D-SOW, Customer will be obligated to pay only for work performed by CSG, or other third party performing work, up to the date that CSG receives the termination notification, or as otherwise specified in the LOA, SOW, or D-SOW. Requested changes may affect the delivery and cost of the specified service or development.

4) Authority to Approve Technical Services

Customer execution of a SOWs or D-SOWs requires the signature of Customer’s corporate officer, or of Customer’s Contract Administrator named in Schedule P. Customer execution of an LOA requires the signature of one of the following:

• A Customer corporate officer

• The Customer Contract Administrator named in this Agreement

• The Customer Technical Coordinator named in this Agreement

• Another data center representative previously designated in writing by Customer’s Contract Administrator.

5) Customer Obligations

Upon completion of specified work by CSG and acceptance of the work product or deliverables by Customer, Customer will pay CSG all fee(s) set forth in a Statement of Work, as well as any previously approved Reimbursable Expenses incurred in connection with the Technical Services performed by CSG.

The Parties acknowledge that all executed LOAs, SOWs, and D-SOWs, shall form an integral part of this Agreement. Without limiting the foregoing, the Parties agree to negotiate in good faith a mutually agreeable Statement of Work for any Technical Services requested by Customer which relate to (i) the building of any interface between the Products and the systems used by CSG to provide the Services and any other system or product designated by Customer (“Interface”), and (ii) the development of any modifications to the Products or the systems used to provide the Services requested by Customer for the purpose of facilitating Customer’s compliance with the federal, state or local laws, rules or regulations to which it is subject. The terms and conditions for certification of any Interface implemented by Customer pursuant to this Schedule E are set forth in Exhibit E-7 and are hereby incorporated into any LOA, SOW or D-SOW for such implementation.

“Confidential Treatment Requested and the Redacted Material has been separately filed with the Commission.”

6) CSG Obligations

In the event that CSG has not completed the work specified in the LOA or SOW within the maximum period of performance or the period of performance otherwise specified in the LOA or SOW, as described above in Sections 1 and 2, Customer will have the option of providing written notice terminating the SOW at no cost. Upon receipt of such notice of termination, CSG shall be released of any obligation to deliver any of the work outlined in the referenced SOW or LOA. or applying the following discounts based on late delivery:

Delivery Delay	Discount applied off total proposed price excluding reimbursable expenses
*** ** *** ****	***%
*** ** *** ****	***%
*** ** *** ****	***%
*** ** *** ****	***%
**** *** ****	***%

“Confidential Treatment Requested and the Redacted Material has been separately filed with the Commission.”

Exhibit E-1

Service Request Form

Submission Date:	Request #:
Submitter’s Name:	Submitter’s Phone #:
	Submitter’s E-mail:
Executive Sponsor:	ES Phone #:
Business Owner:	BO Phone #:
Owner/PM:	PM Phone#:
	PM E-mail:
CSG Contact:	CSG Contact Phone #:
	CSG Contact E-mail:

Region/System Name/Department:

Billing System/Prin:

SPAs affected:

Desired Delivery Date:

Request Type (see Appendix A for types):

Description (see Appendix A for required information):

Justification/Reason (see Appendix B):

CSG Use Only:

Change Request #:

Date Accepted by CSG:

CSG Project Manager:

CSG Department:

Returned: ¨SOW #                         ¨ LOA#                         ¨Non-billable

“Confidential Treatment Requested and the Redacted Material has been separately filed with the Commission.”

Appendix A - SRF Requirements

1. Addressable Requests

a)      PCB

• Z#/L# which are to be changed

• Protocol involved

• What needs to be changed, deleted (SPA, headend, etc)

• When changes are to occur

b)      NAS to DAC

• Main Contact Name and Number if not the same as submitted

• Warehouse/converter inventory contact name and number

• Addressability/PPV contact name and number

• UDU contact name and number

• Dates of all 3 passers.

• Is this site addressable? If so, is it analog or digital? List all protocols.

• Will the current addressable protocols continue to be used after the digital launch? List those to remain and those to discontinue. Will Jerrold Digital be impulse?

• Do you currently use ANI or ARU? List vendor(s)

• Will the Jerrold Digital launch use ANI or ARU? If so, list vendor(s).

• What are the launch dates? Do you have separate dates to begin testing, launch to friendly customers/employees, and live launch? If so, specify.

c)      ARU/ANI Launch

• Main Contact Name and number if not the same as submitted

• Warehouse/converter inventory contact name and number

• Addressability/PPV contact name and number

• UDU contact name and number

• Is this site addressable?

• List all protocols.

• Do you currently use ANI or ARU? List vendor(s)

• Are you switching to a new ANI vendor? If so, what vendor do you currently use? What vendor will you switch to?

• What are the launch dates? Do you have separate dates to begin testing, launch to friendly customers/employees, and live launch? If so, specify.

2. UDU/CTD Requests

a)      CTD Mirror

• From SPA information and to Spa information

• CTD or 9xx information to be mirrored

b)      Mass date move

• Date cards are entered

• Effective date needed for card changes

• Is this a 9xx or CTD request?

c)      Cycle Freeze

• Cycles to be frozen

• Sys/prin/agents to be frozen

d)      Cycle Force

• Date to force cycle

“Confidential Treatment Requested and the Redacted Material has been separately filed with the Commission.”

• Sys/prin/agents to be forced

3. Access Changes

a)      Prin Bank Changes

• Is this site ACSR? If so server IP to be changed.

• Group ID or printer ID to find Prin Bank

• Sys/Prins to be included or removed

• Date access is to be changed

b)      INI changes

• Server IP to be changed

• Changes requested

• Date access is to be changed

c)      Sys2rid Changes

• Server IP to be changed

• Regions to be added or deleted

• Date access is to be changed

“Confidential Treatment Requested and the Redacted Material has been separately filed with the Commission.”

Appendix B – Justification/Business Case

• Describe the Business Need/Goal addressed by this request. This should include objectives, need, and rationale for expenditure. Please add in any key milestones that will need to be tracked as it pertains to this request.

• Describe the risks to the business if this request is not completed.

• Provide what benefit will be derived. State how the expenditure will benefit Comcast and describe how the expenditure promotes Comcast strategic initiatives.

• Describe how the benefit will be measured.

“Confidential Treatment Requested and the Redacted Material has been separately filed with the Commission.”

“CSG Internal Use Only”

¨ Non-Billable OR ¨ Billable

Project #: [Enter the Oracle or HourGlass # here.]

PRO # / Passer #:

Billing Sys Prin #:

Exhibit E-2

[Date]

Addressee

Comcast Cable Communications Management, LLC

Street Address

City, State, Zip

Re: Letter of Authorization for enter the LOA description here.

Dear Salutation should match Addressee:

This Letter of Authorization (the “Letter”) confirms the agreement of Comcast Cable Communications Management, LLC (“Customer”) to retain the technical/consulting services (the “Services”) of CSG Systems, Inc. (“CSG”). Customer agrees to pay CSG in accordance with the monthly invoices that CSG sends Customer. The terms and conditions of Schedule B of the Master Agreement between Customer and CSG regarding the provision of Services are incorporated in this Letter and shall govern the Services provided herein by CSG.

Description of Services:	Customer would like to contract a CSG employee (Jane Doe) as a consultant to            .
Key Target Milestones:	Begin Date:             .
	End Date:             .
Fees and Expenses:	Fixed Bid: This Letter is fixed baseline pricing based on the Description of Services and Key Target Milestones listed herein. Customer mandated changes, variances, delays and contingencies outside of CSG’s control shall result in a Change Order. Each Change Order will be scoped and priced accordingly on a Time and Materials basis between CSG and Customer. Change Orders will be billed at $*** per person, per hour. Total Cost for a Change Order will not exceed 10% of the estimated change control pricing. Customer is responsible for all Reimbursable Expenses (as defined in Schedule B of the Agreement) incurred by CSG or it’s affiliates on behalf of this Letter.

Total Cost: $*** (excluding Change Orders)

AT&T Point of Contact	CSG Point of Contact
Name:	Business Owner:
Business Owner:	Project Owner:

Misc. information (if none, delete this text).

“Confidential Treatment Requested and the Redacted Material has been separately filed with the Commission.”

CSG looks forward to a long and mutually beneficial relationship with Comcast Cable Management, LLC and to providing you with continued high-value services to enhance your business. Once the Customer has signed two originals of this Letter, please return to CSG via US mail, attention: Requestor’s Name at Requestor’s Address. Upon CSG’s receipt of a signed Letter by Customer, CSG will commence the Services that you have requested. However, if the Customer requests CSG begin work immediately, in addition to mailing two originals, Customer can fax a signed copy of this Letter attention: Requestor’s Name fax 000-000-0000.

COMCAST CABLE COMMUNICATIONS MANAGEMENT, LLC (“Customer”)	CSG SYSTEMS, INC. (“CSG”)
By:	By:
Name:	Name:
Title:	Title:

“Confidential Treatment Requested and the Redacted Material has been separately filed with the Commission.”

“CSG Internal Use Only”

Project #:

PRO # / Passer #:

Billing Sys Prin #:

Exhibit E-3

STATEMENT OF WORK

(Template)

DELETE ALL INFORMATION IN BLUE AFTER DRAFTING SOW

THIS STATEMENT OF WORK (“SOW”) is made by and between CSG^® SYSTEMS, INC. (“CSG”) and COMCAST CABLE COMMUNICATIONS MANAGEMENT, LLC, pursuant to, in accordance with Schedule E of the CSG Master Subscriber Management System Agreement (the “Agreement”) that CSG and Customer executed as of             , 200_, and of which this SOW forms an integral part. The Effective Date of this SOW is the date last signed below. Any terms in initial capital letters or all capital letters used as a defined term but not defined in this SOW shall have the meaning set forth in the Agreement.

SERVICE TYPE: Double click directly on the gray box, and then choose Checked under Default Value to select appropriate options.

¨ Consulting Services

¨ Project Management

¨ Strategy and Direction

¨ Requirements Definition and/or Vendor Selection

¨ Implementation/Integration

¨ Training

¨ Support

¨ Development

¨ Create Software

¨ Alterations or Customizations

¨ Implementation

¨ Passers

¨ Configuration

¨ Agent Transfer

¨ Integration Operation Test (IOT) Support

¨ Configuration

¨ Hardware

¨ Software

¨ Other

TITLE: Title [short and sweet]. Include PRO # if applicable. Sample: Third Party Verification (“TPV”) summary report/CR 229.

OBJECTIVES: Specific Business Needs (refer to a requirements document for details) What Customer is requesting.

Sample: The Customer has requested a daily TPV summary report of the previous day’s TPV activity as well as a monthly report.

DESCRIPTION/SCOPE OF SERVICES: Should include what CSG plans to do or what will be done.

• Sample:

• Software Code

• Release notes

• Training

• Conversion Programs

Example Description for an SOW: CSG will review the Customer’s business requirements, perform analysis, provide a Business Requirements Document, and assist the Customer with the necessary testing efforts for this project. In addition, CSG will design, code, test, and implement the necessary system changes to meet the business requirements.

“Confidential Treatment Requested and the Redacted Material has been separately filed with the Commission.”

CSG will provide the following in the report:

1. Be sorted by market and include the total number of records that went through TPV.

2. The total number of records that passed (Completed).

3. The total number of records that failed.

(For those records that failed, it will be necessary to have the Locator ID and/or BTN listed on the report to aid error investigations.) This report will provide the Customer with the statistical data needed to ensure the efficiency of the TPV application and process.

SUPPORT PLAN/PROCEDURES: This should be what the vendor will do to meet the requirements (Vendor responsibility, timetable, staffing plan if applicable and performance criteria).

Example Support Plan for an SOW:

The CSG Telephony Product Group will perform the following:

• Review data business requirements for TPV summary.

• Write and distribute a Business Requirement Document.

• Facilitate a Business Requirements Review with the Customer.

The CSG Telephony TPV Web Development Team will perform the following:

• Design, code, unit test and system test.

The CSG Telephony Program Manager will perform the following:

• Create and maintain overall project status reports.

• Identify critical paths and escalate when appropriate.

• Participate in meetings and track progress.

• Provide weekly status reports to the Customer.

LOCATION: [NEEDS TO BE ANSWERED BY CSG] Primary location of team and what Customer should expect in terms of presence and communication (status, costs, equipment requirements and understanding of who is to provide support equipment, etc.) If no field visit is necessary, then type N/A. If a visit is necessary, please list location(s) that will be visited.

KEY TARGET MILESTONES:

Sample: [November 1, 2003, not 11/1/03]

Analysis and Design Start Date:

Business Requirements Specification Completion Date:

Functional Design Completion Date:

Functional Design Review Date:

• Customer shall execute this SOW on or before             , 200_ (“Scheduling Date”); should Customer fail to, at CSG’s option, this SOW may be deemed null and void in its entirety.

QUALITY METRICS: to be negotiated between CSG and Customer’s SMS Team – if none, then type N/A.

TESTING DEADLINES: to be negotiated between CSG and Customer’s SMS Team – if none, then type N/A.

PROJECT FEES: Project Fees tied to milestones and user acceptance and payment terms.

Double click directly on the gray box, then choose Checked under Default Value to select appropriate options. Delete the paragraph not used.

¨ Time and Materials: Project Fees are based on Time and Materials basis at the rate of $             per person, per hour, plus Reimbursable Expenses (as defined in Schedule B of the Agreement). Reimbursable Expenses are in addition to Project Fees. CSG will invoice Customer for Reimbursable Expenses on a monthly basis, in accordance with the terms and conditions of the Agreement. Total Project Fees will not exceed ten percent (10%) of the Estimated Total Project Fees.

Estimated Total Project Fees: $ [rate X hours]

“Confidential Treatment Requested and the Redacted Material has been separately filed with the Commission.”

¨ Fixed Bid: This SOW is fixed baseline pricing based on the Scope of Services, Support Plan / Procedures, Key Target Milestones and Customer Responsibilities listed herein. Customer mandated changes, variances, delays and contingencies shall result in a Change Order. Each Change Order will be scoped and priced accordingly on a Time and Materials basis between CSG and Customer. Change Orders will be billed at $                     per person, per hour. Customer is responsible for all Reimbursable Expenses (as defined in Section 5.1 of the Agreement) incurred by CSG or it’s affiliates on behalf of this project.

Total Project Fees: $ (excluding Change Orders)

PROJECT BILLING MILESTONES: Double click directly on the gray box, then choose Checked under Default Value to select appropriate options and delete the other option.

¨ Billing when complete.

¨ Billing per milestones.

Upon completion of Design:	$	0.00
Upon completion of Development:	$	0.00
Upon completion of Testing:	$	0.00
(if other, describe):	$	0.00

INCENTIVES/PENALTIES: [If applicable]

Customer Responsibilities:

Sample:

• Customer shall provide a sample report by xx date.

ADDITIONAL PROVISIONS: Double click directly on the gray box, then choose Checked under Default Value to select appropriate options add pertinent details. [****** *** ************ **************** ********* ** *********** ** *************** *** ****** ***** ********* * ********* * ****** ****** ** ******** ********** ** ***** ********* ** ******]

¨ Intellectual Property Rights: [IF NEITHER “STRATEGIC” OR “NON-STRATEGIC”] CSG and Customer mutually agree that this SOW shall be designated as neither “strategic” nor “non-strategic,” as defined in Schedule E.

[**]

¨ Intellectual Property Rights: [IF STRATEGIC OR NON-STRATEGIC, ADD FOLLOWING LANGUAGE] CSG and Customer mutually agree that this SOW shall be designated as [“strategic”] or [“non-strategic,”] as defined in Schedule E. CSG shall charge Customer for its development cost for this SOW as set forth in the Project Fees Section herein. As a result, Customer will have exclusive right to the Deliverables or related intellectual property (collectively the “Deliverables”) for a *** month period from the date the Deliverables are made available to Customer as set forth above; provided, however, Customer acknowledges and agrees that CSG may at its sole discretion use or make available for use by any other customer or third party the Deliverables created herein, for any purpose, without Customer’s permission; provided that CSG refund to Customer the development fees paid to CSG by Customer under this SOW.

¨ Additional Warranties and Remedies

¨ Performance Criteria

¨ Inspection and Acceptance Criteria

¨ Additional Insurance - In addition to the insurance coverage required under the Agreement, CSG shall carry Errors and Omissions insurance providing limits of not less than $*** per occurrence with endorsement evidencing coverage for contractual liability.

“Confidential Treatment Requested and the Redacted Material has been separately filed with the Commission.”

Customer Billing Address: Comcast Cable Communications, Inc. 1306 Goshen Parkway West Chester, PA 19380	CSG Payment Address: CSG Systems, Inc. P.O. Box 3366 Omaha, NE 68176-0270 (Please do not remit payment until invoiced by CSG.)
Customer Point of Contact Name: Business Owner: G/L Code:	CSG Point of Contact Business Owner: Project Owner: Project Number:

IN WITNESS WHEREOF, CSG and Customer cause this Statement of Work to be duly executed below.

COMCAST CABLE COMMUNICATIONS MANAGEMENT, LLC (“CUSTOMER”)	CSG SYSTEMS, INC. (“CSG”)
By:	By:
Name:	Name:
Title:	Title:
Date:	Date:

Exhibit E-4

Title

Business Requirements Document (BRD)

Guide

Version Number: This should match the most current revision number of the doc from the Revision

History

Client Requesting: who is the person who actually is requesting the change be made to the application

Submitted by: who is the author/responsible party for the document

Date Submitted:

Program Request Number:

Oracle Project Number: (if applicable)

“Confidential Treatment Requested and the Redacted Material has been separately filed with the Commission.”

Table of Contents

TABLE OF CONTENTS		85
I.	REVISION HISTORY	86
II.	DEFINITIONS OF TERMS, ACRONYMS, AND ABBREVIATIONS	87
III.	BACKGROUND AND SCOPE	87
A.	DETAILED BACKGROUND	87
B.	IMPACTS	87
C.	JUSTIFICATION	87
IV.	PROJECT OBJECTIVES AND MAIN USE CASE	87
A.	PROJECT OBJECTIVES	87
B.	ASSUMPTIONS OR PRE-CONDITIONS	87
C.	MAIN SUCCESS SCENARIO(S)	88
D.	VARIATIONS	88
E.	ERROR CONDITIONS	88
V.	BUSINESS REQUIREMENTS	88
VI.	ADDITIONAL CONSIDERATIONS	91
A.	SUPPORTING DOCUMENTATION:	91
B.	REFERENCES:	91
C.	MISCELLANEOUS/NOTES/COMMENTS:	91
D.	ACCOUNTING/BILLING REQUIREMENTS	91
VII.	IMPACTED PRODUCTS	92

Please refer to the BRD Guide for assistance in filling this form out completely.

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“Confidential Treatment Requested and the Redacted Material has been separately filed with the Commission.”

I. Revision History

Revision N u m b e r	Revision Date	Author	Requirement Number	Change Summary
1.00				Initial version submitted for Peer Review

The version number that is sent to the Business Requirements Review (BRR) and the IPA will be bolded and noted in the change summary.

Version 1.00 shall be the document submitted for peer review. Each revision after the peer review shall be incremented by .01.

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WITHIN OR OUTSIDE THEIR RESPECTIVE COMPANIES

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II. Definitions of Terms, Acronyms, and Abbreviations

The definitions for all terms, acronyms, and abbreviations referred to in this document shall be included here.

Terms	Definition
I.E. – CCS	Communication Control System

III. Background and Scope

A. Detailed Background

Provide a detailed background of your current situation to help define the scope of this request. Provide an overview of your current organization/operational workflow and interaction with CSG products. (Explain how you use CSG products today).

The detailed background should include, but is not limited to, the industries or Lines of Business impacted by the situation, as well as the listing of the current situation and organization. This is the section that covers the background of the request.

B. Impacts

Due to the situation stated above, explain what the impacts are, and explain who and how these impacts affect the business. Include job/task descriptions and current work-arounds.

C. Justification

What is the justification (CSG’s and/or client’s) for this request? (business opportunities, market opportunities, cost savings, etc.) Please note, this field is not required.

IV. Project Objectives and Main Use Case

A. Project Objectives

Briefly explain the objectives summarizing the desired results.

B. Assumptions or Pre-Conditions

List any assumptions or pre-conditions (other circumstances or events that may influence, frame, or help scope this project).

Assumptions are specific technical software or hardware requirements the system must meet before the use case starts. For example, the work station must have Windows 2000 installed.

Pre Conditions are: the statement(s) of what the system will ensure is true before letting the use case starts. For example, the User is logged in to the application is a pre-condition.

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“Confidential Treatment Requested and the Redacted Material has been separately filed with the Commission.”

C. Main Success Scenario(s)

Main Success Scenario(s)sequential steps.

A Main Success Scenario has several parts: The condition on which the scenario runs, the goal to achieve, the set of action steps, the end condition and a possible set of extensions. What this section details is the scenario body, the set of sequential steps. Please keep the following in mind as you complete the Main Success Scenario.

• Each action is written to show simple active action.

• Use simple grammar.

• Write the action in simple sequential steps not paragraph form.

• Show clearly “who has the ball”.

• Write the steps from 5,000 feet up.

• Show the forward process of the motion.

• Show the actors intent, not the movement itself.

• Include a reasonable set of actions.

• Validate information, don’t “check whether or not”.

D. Variations

List any variations

Variations are different incantations of the Use Case. For instance, a variation would be to use different technology and different steps to lead to the same conclusion, or different procedures for dealing with special cases.

E. Error Conditions

What happens when it doesn’t work?

Error conditions cover the differing successful outcomes. Error conditions are not meant to imply true errors, but simply an alternative within the application.

V. Business Requirements

Requirement types must be considered when writing a business requirement. The following is a list of the various Requirement Types: Functionality, Data, Human Interaction, Reporting, Statement, Security, Operational and Accounting and Billing Requirements.

Provide detailed requirements in each section below:

• These shall be business/operational requirements, NOT proposed solution statements

• Each requirement shall be a single sentence, unambiguous (only one interpretation), and verifiable (can be tested)

• If there are terms used that require definition, the definition shall be included in the Definitions of Terms, Acronyms, and Abbreviations section of this document

• Make sure any necessary error and exception requirements are included, where applicable

• For each requirement, identify the product(s) that shall be considered when developing the solution to meet that requirement.

• For example, a requirement to add a new data element to subscriber information, shall indicate what each product is expected to do with the new data element; (i.e., display, print, editing rules, defaults, etc.).

• Indicate the priority of each requirement as it relates to each product.

Requirement Types: Following are the various Requirement Types, their definitions and some things to think about for each type:

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“Confidential Treatment Requested and the Redacted Material has been separately filed with the Commission.”

Functionality Requirements: Identify the capabilities required of CSG product(s) in terms of function or service.

Data Requirements: Identify data elements or derived data required, along with attributes and requirements for use/management of the data, such as:

• Source of data (online entry, default values, from electronic interface, derived, etc.)

• Data attributes (alpha, numeric, etc)

• Data formatting and use

• Availability (online, ad hoc, extracts, interfaces, etc.)

• Retention

• Formulas or algorithms used to calculate derived data

Human Interaction Requirements: Identify and describe all user classes and associated requirements for user interaction with the system. This may include:

• Type (3270, ACSR, WWW, thin client, ARU, Voice response, etc.)

• Presentation (e.g., look and feel, sorting, sequencing, etc.)

• Access and use (menus, icons, navigation paths, etc.)

• Error handling requirements, including suggested error messages

Reporting Requirements: Identify new or modified reporting outputs from the product functionality.

• Type (management, exception, detail, summary, audit, etc.)

• Media (online view, paper, CD-ROM, microfiche, etc.)

• Frequency (on demand, daily, weekly, monthly, etc.)

• Sequence

• Sort

• Content

• Availability (by user class, if applicable)

• Retention (how long is the report available)

• Exception processes required

Statement Requirements: Identify statement (or other subscriber output, such as enhanced past dues, computer letters, etc.) and content requirements.

• Data elements (billing details, client info, subscriber info, messages, postal info, etc.)

• Formatting (graphics, bolding, font sizes, etc.)

• Frequency (daily, weekly, monthly, on demand, etc.)

• Sequencing of data

• Media (paper, electronic, CD-ROM, extracts, etc.)

• Delivery (US mail, email, online-www, etc.)

• Inserting requirements

• Special or exception processes required (reruns, reprints, out of balance alerts or other error handling, statement checkers, pre-test checkers, or other verification tools)

Security Requirements: Identify levels of functionality access and use restrictions by user class, as applicable.

• Restrictions or security for back office configuration

• Restrictions or security for access to specific functions (e.g., view, add, change, delete, etc.)

• Restrictions or security for specific data elements

Operational Requirements and Constraints: Identify requirements regarding the operation of the functionality being requested.

• Service levels

• Regulatory requirements ( if not covered elsewhere)

• Electronic interface requirements to other CSG components, external systems, or communication networks (include transport protocols, receipt confirmation, or error handling, if applicable)

• Backup / disaster recovery requirements

• Implementation and deployment requirements

• Exception processing or error handling

• Designated network environment

• Designated hardware environment

• Designated software environment

• Date base requirements

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“Confidential Treatment Requested and the Redacted Material has been separately filed with the Commission.”

CSG Accounting and Billing Requirements: Identify all requirements to enable the billing of CSG clients for product functionality.

• Specific data, reporting, calculations, and interfaces necessary to support CSG billing of CSG’s clients

1.0 Primary Requirement:

The text of the primary requirement, derived from the use case, belongs in this space. Some tips for creating requirements: ask what must the system do? How must the system do it? What do you have to see to see acceptance from the system?

One thing that is required is what type of requirement is it? Please keep the following list in mind when deciding: Functionality, Data, Human Interaction, Reporting, Statement, Security, Operational and Accounting and Billing Requirements

Priority Product

Use Case/Work Flow/Example:

While an additional use case/work flow/ or example may further clarify the requirement, it is not required to be entered. If the example is derived straight from the main use case, in this section you can reference the number of the step from the Main Success Scenario.

The following are only examples of how the form can be filled out, there do not have to be Sub Requirements or additional Primary Requirements in every BRD.

N.1 Sub Requirement:

Use Case/Work Flow/Example:

N.2 Sub Requirement:

Use Case/Work Flow/Example:

2.0 Primary Requirement:

Priority Product

Use Case/Work Flow/Example:

N.1 Sub Requirement:

Use Case/Work Flow/Example:

N.2 Sub Requirement:

Use Case/Work Flow/Example:

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VI. Additional Considerations

A. Supporting Documentation:

This list contains all requirement documents, specifications, and other documents supporting the business requirement (i.e. this may include interface specification documentation, screen layouts, report layouts, training documentation, Call Ticket Tracker ticket #’s etc.)

While the following information is not required, any supporting documentation that will further explain the Business Request should be listed below.

Document Name Number/Attachment

B. References:

This section contains any supporting screen shots, examples or any additional information.

Not every product will require specific screen definitions or suggestions for the layout, should your product have these requirements, this is the section to add the supporting information to.

C. Miscellaneous/Notes/Comments:

This section can be used for any information that does not fit into the existing document sections. For example, is there a specific scenario that must be tested in the new functionality? Also, is there anything about this requirement that is proprietary to a specific CSG client? Can the request be used by all clients?

D. Accounting/Billing Considerations

CSG Accounting and Billing Considerations: Identify all considerations to enable the billing of CSG clients for product functionality.

Specific data, reporting, calculations, and interfaces necessary to support CSG billing of CSG’s clients.

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“Confidential Treatment Requested and the Redacted Material has been separately filed with the Commission.”

• Impacted Products

Use this list of products in completing the requirement sections. As a product is used in the requirements, mark column one below with a “Y”. This will help to ensure all affected components are identified for the potential solution (PSA) phase.

Impacted by Requirements (Yes or blank)	Product
	ACSR
	ACSR Telephony
	Aggregator Express
	Care Express
	Communications Control System (CCS)
	CCS Centric Interfaces
	CSG.net
	Info Express
	Open Systems Interfaces
	Print Services
	SMS (Prodigy)
	Screen Express
	Smartlink
	Statement Express
	Ticket Express
	Vantage
	Workforce Express
	XML
	Third party hardware
	Third party software

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Exhibit E-5

Open Systems

<Project Name>

<Project Number>

Oracle Project Number: <Oracle Number>

Initial Project Analysis

Last Updated:

Version: 0.1

CONFIDENTIAL: This documentation is protected under the United States copyright laws as an unpublished work, and is confidential and proprietary to CSG Systems, Inc. Its use or disclosure in whole or in part, without the express permission of CSG Systems, Inc. is prohibited. ^© 2002 by CSG Systems, Inc. All rights Reserved.

93

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OF THE PARTIES HERETO ONLY AND IS NOT FOR GENERAL DISTRIBUTION

WITHIN OR OUTSIDE THEIR RESPECTIVE COMPANIES

“Confidential Treatment Requested and the Redacted Material has been separately filed with the Commission.”

TABLE OF CONTENTS

1. INTRODUCTION	95
1.1. AUTHORS/ANALYSTS	95
1.2. CONTRIBUTORS:	95
1.3. HISTORY	95
1.4. PROJECT DESCRIPTION	95
1.5. REQUIREMENTS	95
2. HIGH LEVEL SOLUTION DESCRIPTION	95
3. IMPACTED COMPONENTS	95
4. LEVEL I TIME ESTIMATES	97

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WITHIN OR OUTSIDE THEIR RESPECTIVE COMPANIES

“Confidential Treatment Requested and the Redacted Material has been separately filed with the Commission.”

Introduction

Authors/Analysts

{Enter names of analysts assigned to the project}

Contributors:

{Anyone outside of the analysts that helped with the project.}

History

Version	Date Changed	Author of Change	Purpose of Change
0.1			Initial creation

Project Description

{Brief description of the project}

Requirements

{Brief description of the requirements for the project}

High Level Solution Description

Impacted Components

ACSR		Addressability
ACSR Standard	¨	ARU	¨
ACSR Telephony	¨	ANI	¨
CIT	¨	Fleetcom	¨
XBOI	¨	Addressable Interfaces	¨
AOI	¨
CSG.net	¨	Print Services
Plan Editor	¨	Statement Express	¨
		ESP	¨
Aggregator Express	¨	Prodigy	¨
Call Center Express		Telephony
Ticket Express	¨	Back Office	¨
Screen Express	¨	SDS	¨
Info Express	¨	UHS	¨
		Reports	¨
CAP/XML	¨	Vantage	¨
Care Express	¨	Workforce Express	¨

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WITHIN OR OUTSIDE THEIR RESPECTIVE COMPANIES

“Confidential Treatment Requested and the Redacted Material has been separately filed with the Commission.”

CCS		Other	¨
Video	¨
HSD/ISP Convergent Express	¨ ¨

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“Confidential Treatment Requested and the Redacted Material has been separately filed with the Commission.”

Level I Time Estimates

Project Number - Name

Estimate category				Total hours
Requirement Gathering				0
Open Systems Analysis and Design				0
Development Analysis and Design				0
Program level estimates	Coding & unit testing	Module research	Coding/testing support
GUI	0	0	0	0
Domain	0	0	0	0
Framework	0	0	0	0
Tele Server	0	0	0	0
Message Manager Server	0	0	0	0
Data Conversion	0	0	0	0
Back Office	0	0	0	0
QDDS	0	0	0	0
TNXREF	0	0	0	0
Miscellaneous Scripts	0	0	0	0
Total Programming	0	0	0	0
System testing				0
Programmer support of acceptance testing				0
Turnover				0
Implementation				0
Project administration				0
PROJECT TOTAL				0
Estimates for PRO (calculated)
Analysis & Design				0
Code/Unit Test				0
Testing				0
IOS Admin				0
Total:				0

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Exhibit E-6

DESIGN STATEMENT OF WORK

(Template)

****** *** *********** ** **** ***** ******** ****

THIS DESIGN STATEMENT OF WORK (“DSOW”) is made as of                 , 200  , between CSG SYSTEMS, INC. (“CSG”), and COMCAST CABLE COMMUNICATIONS MANAGEMENT, LLC (“Customer”), pursuant to, in accordance with, and as a part of Schedule E of the CSG Master Subscriber Management Agreement (the “Agreement”) that CSG and Customer executed as of March 17, 2004, and of which this DSOW forms an integral part.

Service Type: Double click directly on the gray box, then choose Checked under Default Value to select appropriate box.

¨Consulting Services

¨ Strategy and Direction

¨ Requirements Definition and/or Vendor Selection

¨ Application Design

¨Other

Title: Title [short and sweet]. Include PRO # if applicable. Sample: Analysis and Design for Operations Provisioning

Activation Link (OPAL) system (CR 303).

Objectives: Specific Business Needs (refer to a requirements document for details) What Customer is requesting.

Objective Example for a DSOW:

* ** *** ****

* ******** *** ********* *** ********** ** ********* ******** ************ *** * ********* ********* ******* ***** ******* ******** ****** (“***”) *** ********** **** ******. **** ********* ***** ******* *** ******* ************:

* **** ********* **** ******* **** **** *** *********** ******** ** ****** ******* ********** ***********. **** ************** ** ********* ******* * **** ********* ********* ** ***.

* **** ********* **** ******* ***** ****** ****** *** ******** ********* ** ****** *** *** ******* ***** (*** ************ *** ******* ***********) **** ***** ******* ***********.

Description/Scope of Services: Should ******* ******* Requirements or Scope of Services from BRS or SRF.

Examples of specific deliverables:

• Software Code

• Release notes

• Training

• Conversion Programs

• Etc.

Description Examples for a DSOW: *** **** ****** ********** ******** ************ *** ******* ******** *** ******. *** **** **** ******* *** ****** **** ******** *** ******** ************ *************. *** *********** **** **** ******* * ****** ************* ******** *** *** **** ****** ******** ** *** ******** ** *** **** ********* ********.

Support Plan/Procedures: This should be what the vendor will do to meet the requirements (Vendor responsibility, timetable, staffing plan if applicable and performance criteria).

Support Plan Example for a DSOW:

The CSG Telephony Product Group will perform the following:

* ****** **** ************ *** *****.

* ******* *** ****** **** ******** *** ******** ************ *************.

* *********** ** *** ******** ** *** ********* *********, *******, *** ** *** *********** *** ******* *** ****** ********.

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“Confidential Treatment Requested and the Redacted Material has been separately filed with the Commission.”

* The CSG Telephony Development Team will perform the following:

* ******* *** ******** ******** *** ******.

* ***** * ********** ****** ********.

Location: {NEEDS TO BE ANSWERED BY CSG} Primary location of team and what Customer should expect in terms of presence and communication (status, costs, equipment requirements and understanding of who is to provide support equipment, etc.) If no field visit necessary, then N/A. If visit is necessary, please list location visited.

Key Target Milestones:

Example:

Analysis and Design Start Date:	___________[November 1, 2002, not 11/1/02]
Business Requirements Specification Completion Date:	___________.
Functional Design Completion Date:	___________.
Functional Design Review Date:	___________.

* Customer shall execute this SOW on or before                 , 2002; should Customer fail to, at CSG’s option, this SOW may be deemed null and void in its entirety.

Quality Metrics: to be negotiated between CSG & Customer’s SMS Team – if none, then N/A.

Testing Deadlines: to be negotiated between CSG & Customer’s SMS Team – if none, then N/A.

Project Fees: Project Fees tied to milestones and user acceptance and payment terms.

Double click directly on the gray box, then choose Checked under Default Value to select appropriate options. Delete paragraph not used.

¨ Time & Materials: Project fees are based on Time and Materials basis at the rate of $         per person, per hour, plus Reimbursable Expenses (as defined in Schedule B of the Agreement). Reimbursable Expenses are in addition to Project Fees. CSG will invoice Customer for Reimbursable Expenses on a monthly basis, in accordance with the terms and conditions of the Agreement. Total cost will not exceed 10% of the Estimated Total Cost.

Estimate Total Cost: $                         [rate X hours]

¨ Fixed Bid: This Statement of Work is fixed baseline pricing based on the Scope of Services, Support Plan / Procedures, Key Target Milestones and Customer Responsibilities listed herein. Customer mandated changes, variances, delays and contingencies shall result in a Change Order. Each Change Order will be scoped and priced accordingly on a Time and Materials basis between CSG and Customer. Change Orders will be billed at $ per person, per hour. Total cost for a Change Order will not exceed 10% of the estimated change control pricing. Customer is responsible for all Reimbursable Expenses (as defined in Schedule B of the Agreement) incurred by CSG or it’s affiliates on behalf of this project.

Total Cost: $                         (excluding Change Orders)

Project Billing Milestones: Double click directly on the gray box, then choose Checked under Default Value to select appropriate options.

¨ Billing when complete.

¨ Billing per milestones.

Design:	$	_______
Development:	$	_______
Test:	$	_______
(if other, describe):	$	_______

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“Confidential Treatment Requested and the Redacted Material has been separately filed with the Commission.”

Customer Responsibilities:

Customer must deliver a final Business Requirements Specification (“BRS”).

Example:

* ******** **** ******* *** **** *** ******** *** ********* **** ***** *** *** ** ******** *** ****.

* ******** **** ******* *** **** *** ********** ************* ******* *** ****** ** ******** *** ****.

* ***l********* *** *** ***** **** ** ********** ** *** ******** ****** *** ***** ***** ******* ** *** ********* ********** **** ***. (*** **** **** ********** ** ******** **** ******, ****** **********, *** ******* ** *** ******** ** ******* ** ********.)

Additional provisions: (check “X” if applicable and add pertinent details —) [****** *** ************ **************** ********* ** *********** ** *************** *** ****** ***** ********* * ********* * ****** ****** ** ******** ********** ** ***** ********* ** ******]

                Intellectual Property Rights: [If neither “strategic” or “non-strategic”] CSG and Customer mutually agree that this Statement of Work shall be designated as neither “strategic” nor “non-strategic,” as defined in Schedule E of the Agreement.

[OR]

                Intellectual Property Rights: [IF STRATEGIC OR NON-STRATEGIC, ADD FOLLOWING LANGUAGE: CSG and Customer mutually agree that this Statement of Work shall be designated as [“strategic”] or [“non-strategic,”] as defined in Schedule E of the Agreement. CSG shall charge Customer for its development cost for this Statement of Work as set forth in the Project fees herein. As a result, Customer will have exclusive right to the Deliverables or related intellectual property (collectively the “Deliverables”) for a *** month period from the date the Deliverables are made available to Customer as set forth above; provided, however, Customer acknowledges and agrees that CSG may at its sole discretion use or make available for use by any other customer or third party the Deliverables created herein, for any purpose, without Customer’s permission; provided that CSG refund to Customer the development fees paid to CSG by Customer under this Statement of Work.]

                Additional Warranties and Remedies

                Performance Criteria

                Penalties/Incentives

                Inspection and Acceptance Criteria

                Additional Insurance - In addition to the insurance coverage required under the Agreement, CSG shall carry Errors and Omissions insurance providing limits of not less than $*** per occurrence with endorsement evidencing coverage for contractual liability.

Customer Billing Address:	CSG Payment Address:
Comcast Cable Communications	CSG Systems, Inc.
Management, LLC	P.O. Box 3366
1306 Goshen Parkway	Omaha, NE 68176-0270
Westchester, PA 19380
Tel: (610)350-2251 Fax: (610) 350-2201
Attn: ** ******, Senior Director
of Information Systems
	(Please do not remit payment until invoiced by CSG.)
Customer Point of Contact	CSG Point of Contact
Name:	Name:
Business Owner:
Billing Sys/Prin:
G/L Code:

100

CONFIDENTIAL AND PROPRIETARY INFORMATION - FOR USE BY AUTHORIZED EMPLOYEES

OF THE PARTIES HERETO ONLY AND IS NOT FOR GENERAL DISTRIBUTION

WITHIN OR OUTSIDE THEIR RESPECTIVE COMPANIES

“Confidential Treatment Requested and the Redacted Material has been separately filed with the Commission.”

IN WITNESS WHEREOF, CSG and Customer cause this Design Statement of Work to be duly executed below.

COMCAST CABLE COMMUNICATIONS MANAGEMENT, LLC (“CUSTOMER”)	CSG SYSTEMS, INC. (“CSG”)
By:	By:
Name:	Name:
Title:	Title:
Date:	Date:

101

CONFIDENTIAL AND PROPRIETARY INFORMATION - FOR USE BY AUTHORIZED EMPLOYEES

OF THE PARTIES HERETO ONLY AND IS NOT FOR GENERAL DISTRIBUTION

WITHIN OR OUTSIDE THEIR RESPECTIVE COMPANIES

“Confidential Treatment Requested and the Redacted Material has been separately filed with the Commission.”

Exhibit E-7

Interface Certification Process

For the purposes of this Exhibit E-7, “Certification” refers to the process undertaken by CSG to ensure that an external application and / or hardware device (“Application”) to be integrated through an Applications Programming Interface (“API”) and used with the Product(s) and Service(s) by Customer are compliant with the format and protocol conventions as specified in the interface specification document (“Interface Spec”) and to the extent reasonably possible, will not have a detrimental impact on the Product(s) and Service(s) in Customer’s production environment.

* *** ************ **** *** ** ** ********** **** *** ******** *** ******** **** **** *** **** ********** ********* ** *** **** ** ********* ** *** ***** ** *** *** ********** ********. **** ** ************* ** *** ************** ** ******** **** ******** ******** ** *** * *** *********** **** ******* *** ** *******.

* ** ***********, ** *** ****** ** ** ******* ** *** *********, **** ** ********* ** *** ** ********* **** * ******** ******* ** ***** ***, **** ************* ** *** ** ************ **** **** ** ***. ******** ** ********** ** ******* **** ***** ******** (**** *** ********* ****) ********* *** *** **** *** ***********. *** ** ********** ******** ***** ******* ********** ************* ***** ** *** ** * *** ********** ***********. ******** ******* *** ********* *** ***** ****** ******* ****** ******** ** *** *********** ** *** ************* ******** ** ***’** ******* ******; ******* ** *** ******** **** *** *** **** *** *********** ********** ********** ******* ** ******** *** ****** ************* ******** **** ** ***********.

* ** *********** *** ** ******* *** **************** ** *** *********** ** ******** ** ** ** ****** ** ******** ** ****** **** * ********* ******* ** ***. **** ** **** **************** ** *** ************** ** ********, ****** ** ***** ***** **** ************ *** **** ** *** ** *** **** **********. ******** *** ** *** **** ********** ****** *** ** *** ******* **** **** **************** *** ******* **************.

* ** *********** **** *** *** **** *********** **** ********** ****** ****** (***) **** ** *** ************* **** *** ** ******* ** **************** ** *** *** ********* * ***** ******* ** *** ******* ***** *** ************* *** *******. *** ***** ****** ******** ** **** *********** *** ***** ******* ** **** ****** *** ******* ** **** ****************, ***** ***** ** ******* ** ***** ****** ************* *****. **** ******* *******, ******** *** ** *** **** ********** ****** *** ** *** ******* **** **** **************** *** ******* **************. ******** ***** ** *********** *** *** ***** ** ************* *** ***** ** *** ****** ** ** ********* ******.

102

CONFIDENTIAL AND PROPRIETARY INFORMATION - FOR USE BY AUTHORIZED EMPLOYEES

OF THE PARTIES HERETO ONLY AND IS NOT FOR GENERAL DISTRIBUTION

WITHIN OR OUTSIDE THEIR RESPECTIVE COMPANIES

“Confidential Treatment Requested and the Redacted Material has been separately filed with the Commission.”

Schedule F

FEES

INDEX

MINIMUMS

CSG SERVICES

I. Processing

A. Basic Services Charge (herein after referred to as BSC) for Non-Rated Video and Non-Rated High-Speed Data and Non-Rated Telephony

B. Listing of Products and Services included in the BSC

C. Ancillary Services for Non-Rated Video and Non-Rated High-Speed Data and Non-Rated Telephony

D. Care Express (Self-Care) installation services and optional web page maintenance and programming services

II. Interfaces

A. Audio response units (ARU) and automated number identification (ANI)

B. Video

C. High-speed data

III. Payment Procurement

A. Direct Solutions (Print and Mail)

B. Care Express (Electronic Bill Presentment) installation services and optional web page maintenance and programming services

C. Refund checks

IV. Credit Management and Collections

A. Risk Management (Equifax Interface)

B. Collections

V. Conversion services for Video and HSD

A. Automated backlog for Video and High Speed Data

VI. Technical Services

VII. Additional training and documentation

A. User training at CSG facility

B. Virtual classroom training

C. On-site user training at Customer’s requested location

D. Vantage training

E. Additional documentation

CSG LICENSED PRODUCTS

I. CSG Workforce Management & CSG TechNet Support Services and Product installation and other associated items

A. Support Services associated with CSG Workforce Management, CSG Workforce Management (web enabled), and CSG Technet

B. Product installation and other associated items

II. CSG SmartLink/SmartLink BOS installation and other associated items

III. Other CSG licensed products

IV. CSG –Vantage setup and database modifications and other services

THIRD PARTY SOFTWARE THAT MAY BE PROCURED THROUGH CSG

DATA COMMUNICATIONS SERVICES

I. Frame Relay

II. TCP/IP Connections

III. IP Gateway Solution

IV. Direct Connect into the CSG Millennium Center

V. Network Services – timelines and pricing

EQUIPMENT INSTALLATION/TECHNICAL AND ENGINEERING SUPPORT SERVICES

I. Equipment installation outside of normal work hours

II. Technical and Engineering support services

103

CONFIDENTIAL AND PROPRIETARY INFORMATION - FOR USE BY AUTHORIZED EMPLOYEES

OF THE PARTIES HERETO ONLY AND IS NOT FOR GENERAL DISTRIBUTION

WITHIN OR OUTSIDE THEIR RESPECTIVE COMPANIES

“Confidential Treatment Requested and the Redacted Material has been separately filed with the Commission.”

MINIMUMS

ANNUAL MINIMUM FEES

•      For the calendar year of 2004	$	85,000,000
•      For the calendar year of 2005	$	75,000,000
•      For the calendar year of 2006	$	60,000,000

[Remainder of Schedule F redacted for confidential treatment.]

104

CONFIDENTIAL AND PROPRIETARY INFORMATION - FOR USE BY AUTHORIZED EMPLOYEES

OF THE PARTIES HERETO ONLY AND IS NOT FOR GENERAL DISTRIBUTION

WITHIN OR OUTSIDE THEIR RESPECTIVE COMPANIES

“Confidential Treatment Requested and the Redacted Material has been separately filed with the Commission.”

Schedule G

AGREEMENT IN RELATION TO THE TRANSFER OF SUBSCRIBERS

FROM CSG/DISPOSING ENTITY AGREEMENT TO ACQUIRING ENTITY

(The “Interim Letter Agreement”)

CSG Systems, Inc. (“CSG”) has been informed that                             , (the “Disposing Entity”) desires to sell, divest or otherwise transfer, or has sold, divested or otherwise transferred subscribers, as specifically set forth in the attached Schedule A (the “Transferred Subscribers”) to                                              , (the “Acquiring Entity”). The Transferred Subscribers are currently processed subject to the terms and conditions of the Disposing Entity’s CSG Master Subscriber Management System Agreement dated                                 , together with the amendments thereto, which constitute the “CSG/Disposing Entity’s Agreement”.

This Interim Letter Agreement dated this      day of                     , 200_, (the “Agreement Date”) sets forth the interim terms and conditions of the Disposing Entity’s and the Acquiring Entity’s use of the CSG Products and Services and shall be executed by the Disposing Entity, the Acquiring Entity, and CSG. This Interim Letter Agreement shall remain in effect, (the “Term”), until such time as one of the following occurs: (1) execution of a CSG Master Subscriber Management System Agreement (a “CSG Master Agreement”), or (2) deconversion of the transferred Subscribers off of CSG’s CCS system and discontinuance of all use of CSG Products and Services. However, a CSG Master Agreement must be executed, (number (1) herein), or deconversion, (number (2) herein), will occur within six (6) months from the date of the closing of the transfer to Acquiring Entity. CSG is under no obligation and has no responsibility to accommodate the transfer of any subscribers from the Disposing Entity to the Acquiring Entity until this Interim Letter Agreement has been fully executed by all parties.

1. TERMS AND CONDITIONS.

During the Term, except as set forth herein, all other provisions, conditions and representations for Acquiring Entity’s use of the Products and Services and CSG’s related obligations shall be governed by and subject to Sections 2.1-2.7, 12, and Schedules B-D set forth in CSG’s current standard CSG Master Subscriber Management System Agreement.

With respect to the Products and Services for the Transferred Subscribers during the Term, Acquiring Entity accepts and hereby acknowledges that ALL WARRANTIES, CONDITIONS, REPRESENTATIONS, INDEMNITIES AND GUARANTEES WITH RESPECT TO THE CSG PRODUCTS, ANY THIRD PARTY SOFTWARE, AND THE CSG SERVICES, WHETHER EXPRESS OR IMPLIED, ARISING BY LAW, CUSTOM, PRIOR ORAL OR WRITTEN STATEMENTS BY CSG, ITS AGENTS OR OTHERWISE (INCLUDING, BUT NOT LIMITED TO ANY WARRANTY OF MERCHANTABILITY, SATISFACTION, OR FITNESS FOR PARTICULAR PURPOSE) ARE HEREBY OVERRIDDEN, EXCLUDED AND DISCLAIMED. IN NO EVENT WILL THE AGGREGATE LIABILITY WHICH CSG, ITS LICENSORS OR ITS VENDORS MAY INCUR IN ANY ACTION OR PROCEEDING EXCEED THE AMOUNT ACTUALLY PAID BY DISPOSING OR ACQUIRING ENTITY ALLOCABLE TO THE SPECIFIC PRODUCT OR SERVICE INVOLVED THAT DIRECTLY CAUSED THE DAMAGE.

Unless the Acquiring Entity has executed a CSG Master Agreement by the end of the Term of this Interim Letter Agreement, Acquiring Entity must deconvert off of the CSG Products and Services and therefore shall be responsible for and hereby agrees to pay to CSG all then current deconversion costs, including but not limited to the per set deconversion tape fee and the fees for processing and deconverting subscribers, including on-line access fees, which amounts shall be due and payable thirty (30) days prior to the intended deconversion. CSG shall be under no obligation or liability to provide any deconversion tapes or records until all amounts due hereunder, and as otherwise provided in this Interim Letter Agreement, shall have been paid in full.

2. NO TRANSFERABLE LICENSES.

Disposing Entity’s license to use the Products and any Incorporated Third Party Software as set forth in the CSG/Disposing Entity’s Agreement is nontransferable and nonassignable. Nothing herein shall be deemed as sublicensing, granting, assigning or otherwise transferring to Acquiring Entity any of the licenses granted to Disposing Entity by CSG for any of the Products. Acquiring Entity’s use of the Products during the Term of this Interim Letter Agreement shall be subject to the limited use license and maintenance fees set forth in the attached Schedule B and Acquiring Entity’s use of the Products shall be considered a non-exclusive, non-transferable license to use the Products

105

CONFIDENTIAL AND PROPRIETARY INFORMATION - FOR USE BY AUTHORIZED EMPLOYEES

OF THE PARTIES HERETO ONLY AND IS NOT FOR GENERAL DISTRIBUTION

WITHIN OR OUTSIDE THEIR RESPECTIVE COMPANIES

“Confidential Treatment Requested and the Redacted Material has been separately filed with the Commission.”

in object code form for the limited duration of the Term so long as Acquiring Entity pays the limited use license and maintenance fees set forth in Schedule B. Acquiring Entity specifically acknowledges that it is bound by any and all other terms and conditions set forth in CSG’s current standard CSG Master Subscriber Management System Agreement, including those related to any third party products which may be provided with or incorporated into the Products. Nothing in this Agreement will entitle Acquiring Entity to receive the source code related to the Products, in whole or in part, for any reason.

3. CONFIDENTIALITY.

With respect to the subject matter of this Agreement, Disposing Entity hereby agrees to be bound by the same confidentiality restrictions set forth in the CSG/Disposing Entity’s Agreement. Acquiring Entity hereby agrees to the following confidentiality restrictions with respect to the subject matter of this Interim Letter Agreement:

(a) Definition. Acquiring Entity and CSG may reveal information relating to each other’s business, the Products, Services and any third party software provided hereunder, which is confidential (the “Confidential Information”), and Acquiring Entity acknowledges that confidentiality restrictions are imposed by CSG’s licensors or vendors. Confidential Information shall include, without limitation, all of Acquiring Entity’s and CSG’s trade secrets, and all know-how, design, invention, plan or process and Acquiring Entity’s data and information relating to Acquiring Entity’s and CSG’s respective business operations, services, products, research and development, CSG’s vendors’ or licensors’ information and products, and all other information that is marked “confidential” or “proprietary” prior to or upon disclosure, or which, if disclosed orally, is identified by the disclosing party at the time as being confidential or proprietary and is confirmed by the disclosing party as being Confidential Information in writing within thirty (30) days after its initial disclosure.

(b) Restrictions. Each party shall use its reasonable best efforts to maintain the confidentiality of such Confidential Information and not show or otherwise disclose such Confidential Information to any third parties, including, but not limited to, independent contractors and consultants, without the prior written consent of the disclosing party. Each party shall use the Confidential Information solely for purposes of performing its obligations under this Agreement. Each party shall indemnify the other for any loss or damage the other party may sustain as a result of the wrongful use or disclosure by such party (or any employee, agent, licensee, contractor, assignee or delegate of the other party) of its Confidential Information. Acquiring Entity will not allow the removal or defacement of any confidentiality or proprietary notice placed on any CSG documentation or products. The placement of copyright notices on these items will not constitute publication or otherwise impair their confidential nature.

(c) Disclosure. Neither party shall have any obligation to maintain the confidentiality of any Confidential Information which: (i) is or becomes publicly available by other than unauthorized disclosure by the receiving party; (ii) is independently developed by the receiving party; or (iii) is received from a third party who has lawfully obtained such Confidential Information without a confidentiality restriction. If required by any court of competent jurisdiction or other governmental authority, the receiving party may disclose to such authority, data, information or materials involving or pertaining to Confidential Information to the extent required by such order or authority, provided that the receiving party shall first have used its best efforts to obtain a protective order or other protection reasonably satisfactory to the disclosing party sufficient to maintain the confidentiality of such data, information or materials. If an unauthorized use or disclosure of Confidential Information occurs, the parties will take all steps which may be available to recover the documentation and/or products and to prevent their subsequent unauthorized use or dissemination.

(d) Limited Access. Each party shall limit the use and access of Confidential Information to such party’s bona fide employees or agents, including independent auditors and required governmental agencies, who have a need to know such information for purposes of conducting the receiving party’s business and who agree to comply with the use and non-disclosure restrictions applicable to the products and documentation under this Agreement. If requested, the receiving party shall cause such individuals to execute appropriate confidentiality agreements in favor of the disclosing party. Each party shall notify all employees and agents who have access to Confidential Information or to whom disclosure is made that the Confidential Information is the confidential, proprietary property of the disclosing party and shall instruct such employees and agents to maintain the Confidential Information in confidence.

4. PAYMENT OF FEES AND EXPENSES.

Subject to the terms and conditions of the CSG/Disposing Entity’s Agreement, Disposing Entity shall be fully responsible to CSG for any and all outstanding fees and expenses (and related taxes, where applicable) that were

106

CONFIDENTIAL AND PROPRIETARY INFORMATION - FOR USE BY AUTHORIZED EMPLOYEES

OF THE PARTIES HERETO ONLY AND IS NOT FOR GENERAL DISTRIBUTION

WITHIN OR OUTSIDE THEIR RESPECTIVE COMPANIES

“Confidential Treatment Requested and the Redacted Material has been separately filed with the Commission.”

incurred for the Products and Services in relation to the Transferred Subscribers prior to, and through the first full CSG billing period, subsequent to the closing date of the transfer (i.e., the “Effective Date of Transfer” as listed on Exhibit A) of the Transferred Subscribers to Acquiring Entity.

For the Term of this Interim Letter Agreement, Acquiring Entity is responsible for payment for the Products and Services (and related taxes, where applicable) and hereby agrees to pay CSG for the Products and Services used and incurred subsequent to the first full CSG billing period after the closing date of the transfer (i.e., the “Effective Date of Transfer” as listed on Exhibit A) of the Transferred Subscribers from the Disposing Entity at the rates set forth in Exhibit B. Acquiring Entity shall pay amounts due within ****** (***) days after the date of invoice therefor. Any amount not paid when due shall thereafter bear interest until paid at a rate equal to the lesser of *** *** ******** percent (***%) per month or the maximum rate allowed by applicable law.

The parties hereby agree that the fees set forth in this Interim Letter Agreement are only valid for the Term and have been provided by CSG for the purpose of accommodating both the Acquiring Entity and the Disposing Entity in regard to the transfer of the Transferred Subscribers.

THIS INTERIM LETTER AGREEMENT IS NOT EFFECTIVE UNTIL SIGNED ON BEHALF OF EACHPARTY.

This Interim Letter Agreement is agreed to by the parties as of the Agreement Date set forth above.

CSG SYSTEMS, INC. (“CSG”)
By:
Date:
Name:
Title:
(“ACQUIRING ENTITY”)	(“DISPOSING ENTITY”)
By:	By:
Date:	Date:
Name:	Name:
Title:	Title:

107

CONFIDENTIAL AND PROPRIETARY INFORMATION - FOR USE BY AUTHORIZED EMPLOYEES

OF THE PARTIES HERETO ONLY AND IS NOT FOR GENERAL DISTRIBUTION

WITHIN OR OUTSIDE THEIR RESPECTIVE COMPANIES

“Confidential Treatment Requested and the Redacted Material has been separately filed with the Commission.”

Schedule H

SUPPORT SERVICES FOR THE PRODUCTS

I. Strategic Business Unit

CSG will assign a dedicated team exclusively for the support of Customer (“Comcast Strategic Business Unit or SBU”). The SBU will have the overall responsibility for Customer satisfaction with all Products and Services. CSG will assign and maintain personnel in the SBU which have the appropriate skills and adequate resources to perform the support Customer throughout the Term of this Agreement. The make-up of the SBU may change from time to time to meet the changing needs of Customer. The SBU shall distribute copies of CSG’s current escalation process to all Customers and agrees to provide timely updates to reflect any material changes to the escalation process. The SBU will participate in periodic conference calls and meetings with Customer to gain direct feedback on user satisfaction, industry trends and Customers’ short and long term plans.

II. Support Services for the Products (excluding Vantage):

Product Support Center

The customer Product Support Center (PSC) provides Customers with advice, consultation and assistance to use Products and receive Operational and Systems Management Services and diagnose and correct problems, including without limitation any failure of a Product to perform substantially as described in the Documentation for such Product (“Problems”), that Customer may encounter with the Products and Services. CSG will offer the Product Support Center remotely by toll-free telephone, fax or other electronic communication twenty-four hours a day, seven days a week, including holidays. Customer will bear all fax and other expenses that it may incur in connection with the Product Support Center. Every Customer Problem is assigned a tracking number and CSG will assign a priority level to all Problems reported by Customer in accordance with mutually agreed upon prioritization criteria. Problems are resolved according to their assigned priority. CSG may, upon notice to Customer, change a designated priority level of any problem if, after investigation, the impact of the problem on Customer’s business operations is determined to be more or less severe than the initial designation. The terms and conditions set forth in this Schedule H shall also apply to any Deliverables with respect to which a Customer has purchased support and maintenance services from CSG.

When contacting the PSC, the caller should be prepared to provide detailed information regarding the problem and the impact on the operation and the end user. In certain situations, Customer will need to provide CSG with adequate examples and details to assist with problem identification. Each problem or question is assigned a tracking number and a priority. The priority is set to correspond with the urgency of the problem. A Customer shall describe the urgency of the problem when it is initially reported. The priority levels are described below:

• CRITICAL (PRIORITY 1): * ******** **** ** ************* ** ******* **** ** ******** ************* **** **** ********** ******** ** *********** **** ** **********, ******** ********** ***********, ****** * ********** ** *** ******* ** ******* ********** *****, *********, *** *** ******* ** * ****** ******, ************ ** **** ********** ******. * ******** ****** ****** *** ******,******t******** *** ********* *** ** *** ******** ***** ****, *** ************ ******* ******* ** ************* ********, ** *** ****** ** *******. The Customer will receive CSG’s immediate response, prioritized problem resolution and restorative services at the highest possible level. Once control has been regained, efforts are then made to determine the “root cause” of the problem. Considering the nature of the cause, the problem is adjusted to one of the other priorities and processed accordingly. While a Critical (Priority 1) problem exists, the Product Support Center shall provide around-the-clock support until such Customer’s system/network/application is restored to operational status.

• SERIOUS (PRIORITY 2): * ******* **** ** ************* **** **** ********** ******** ** ***********, **** ** ********** ***********. *** ********** ********************* ****** ** *** **** *** ***** ** ** ****** ****** *** **************. ** *** ******* ********, *** ******* ** *** ******* *** ** **** ****** ******** ******* *** ****** *******. The Product Support Center’s goal is to ensure that control of the system is not jeopardized and to work with such Customer to gather information in order to resolve the issue. While a Serious (Priority 2) problem exists, the Product Support Center shall provide around-the-clock support until such Customer’s system/network/application is restored to operational status.

108

CONFIDENTIAL AND PROPRIETARY INFORMATION - FOR USE BY AUTHORIZED EMPLOYEES

OF THE PARTIES HERETO ONLY AND IS NOT FOR GENERAL DISTRIBUTION

WITHIN OR OUTSIDE THEIR RESPECTIVE COMPANIES

“Confidential Treatment Requested and the Redacted Material has been separately filed with the Commission.”

• OPERATIONAL (PRIORITY 3): * ******* **** ** ************ ************* ***** **** *** ***** * ********** ** ********** ******** *** *** ***** ** *********** *********** ** ******** ** *** *****. *** ******* ** ****** *** ********** ********** ***********. *** **** ** ********** ** ******* * ******* *** ** ****** ********** ********** *** *******. * **** *** ** * *** ** *** ********** ********* ***** ******* *** ******. CSG’s Product Support Center goal is to respond within 24 hours.

• INCONVENIENCE OR INFORMATIONAL (PRIORITY 4): ************* ** *** **** ** *********** ** ***** ********* ** *** ****. *** ******* ** ** ******** ************* ** *** ******** *** ********* ***********. ***** ** ** ******* ****** ** *** *** **** ** *** ******. *** ******* *** ** ******* ** ****** ******** ******, ******** ******** ** *** ********, ** * *********** ********. ***** ** ** ******** ****** ** ****** ******* ** *** ******, *******, *********** ** **** ******* ** **** **** ** *******. CSG’s Product Support Center goal is to respond within (3) business days.

Problem start time will begin upon Customer’s notification to CSG of a problem or non-conformance. Problem resolution will occur at such time the problem or non-conformance has been fixed. After such correction of the reported problem or non-conformance, if Customer discovers that the problem still exists, Customer will promptly notify CSG and CSG will re-open the original ticket and re-initiate efforts to provide resolution. Should the Customer wish to check the status of a problem, such Customer may contact the Product Support Center desk representatives or Customer’s SBU. In either case, the Customer should reference the tracking number.

During the Term of the Agreement, for each Priority 1 issue that CSG does not resolve within twenty-four (24) hours of problem start time, CSG will provide Customer with on-site user training credits sufficient for five (5) training days, as specified in Schedule F, on the use of the Software or Products at no charge, to be used at Customer’s sole discretion.

Reports. At the conclusion of each calendar month, CSG will provide a report to Customer identifying all Priority 1 and Priority 2 tickets that were initiated during that month. Such report will be delivered to Customer no later than the tenth business day following the conclusion of the month for which the report is being produced, and such report will contain the ticket number, open date and time, a brief description of the situation causing the initiation of the ticket and close date and time (or current status if such ticket has not yet been closed).

III. CSG Vantage Support Services

Standard Support Services for CSG Vantage

Customer support of CSG Vantage is provided as part of the Support Services during CSG’s customer service hours for support of questions, functionality, workflow, training, and non-catastrophic software defects. System support of CSG Vantage is provided as part of the Support Services for problems resulting from defects in CSG Vantage.

The following services for the then-current and prior version will be provided by CSG as part of the CSG Vantage Support Services:

1. Telephone consultation for trained users for questions and problems regarding CSG Vantage.

2. Up to one (1) hour of telephone consultation for troubleshooting a previously certified hardware/software environment.

3. Attendance at regularly scheduled basic and advanced CSG Vantage training classes offered in Omaha or at a scheduled regional training location, as space permits.

4. Daily updates to the CSG Vantage database.

5. Storage of thirteen (13) months of financial data; Work Order Table storage for two years; Subscriber Table storage dependent upon UDF settings.

Optional Services for Vantage:

Upon a Customer’s request, and subject to payment of the applicable fee set forth on Schedule F to this Agreement, the following additional services are also available to CSG Vantage Customer:

1. Static Database - 10 CSG month-end loaded tables; one time set-up, monthly load, monthly disk storage.

109

CONFIDENTIAL AND PROPRIETARY INFORMATION - FOR USE BY AUTHORIZED EMPLOYEES

OF THE PARTIES HERETO ONLY AND IS NOT FOR GENERAL DISTRIBUTION

WITHIN OR OUTSIDE THEIR RESPECTIVE COMPANIES

“Confidential Treatment Requested and the Redacted Material has been separately filed with the Commission.”

2. Monetary Transactions - All system and manually generated monetary transactions; one time set-up, monthly load, monthly disk storage.

3. Scheduling Calendar - A summary of the scheduling calendar updated three times per day; one time set-up, monthly load, monthly disk storage.

4. Query Building - Consulting services for developing new queries.

5. Additional Training - Training beyond training provided in Schedule F.

6. Systems Integration and Support

• Certifying non-certified hardware/software environment

• Troubleshooting existing hardware/software environment (first hour is free for certified environments)

• On-site support as requested by customer

7. Output Charges

8. Earned Revenue Table

9. SAC (Non High Speed Data table)

10. EML

11. Customer Letters

12. ESP Ad Pages

IV. CSG SmartLink (Includes CSG Smart-link and CSG Smart-Link/BOS)

The following services for CSG SmartLink will be provided by CSG as part of the CSG Support Services:

Maintenance Support

CSG will only support two (2) consecutive versions of CSG SmartLink at any given time, as such versions are defined by CSG in its sole discretion. Customer shall be required to upgrade its production version of CSG SmartLink, so as to maintain currency within its application and ensure CSG’s ability to support Customer’s version of the interface.

Operations Support

CSG will be responsible for 24 x 7 monitoring of the server hardware, operating system and applications. CSG will proactively detect issues with any failing component and contact the appropriate support personnel to return the failing component to operation.

Customer’s Obligations

To facilitate that CSG has the proper operating environment in place to support Customer’s CSG SmartLink, Customer shall provide to CSG, upon CSG’s request, non-binding volume estimates prior to the implementation of their API into production. In addition, Customer shall provide, upon CSG’s request, non-binding volume estimates prior to the first day of each calendar quarter.

V. Interfaces. The following services for the Application Program Interfaces (“APIs”) will be provided by CSG as part of the CSG Support Services provided Customer pays the maintenance and support fees for Interfaces set forth in Schedule F or the applicable Statement of Work:

*) ******** *** **** ****** *** (***) ******** ** ******** ** *** ******* *********** ** *** ***** ** *** ******* (****, *** ***** *** ** *** ***** ** *******), ***** **** ****** ** **** ** *******.

*) ******** ***** ** ******* ** ******* ** *** **** ******* ******* ** ** ********* ********* ** *** ******* *** ********** ******* **** ***. ******** ** ******* ** * ***** ******* ** ********* ***** ** ********* *** ************ ** ********* *** ******** ************** **** *****;

*) ******** ***** *** ** ******** ** *** *** ************* ** * ***** ******* ** *** *** ********* ** ***.

*) *** ******** *** *****, ** *** **********, ** *********** *********** ** ** ************ ********** **** ****** (***) ****** ******* ******* ****** ** ********. *** ***** ******* ******** * **** ** *********** ********** **** *** ** **** ** ***** ** *** ************** ********* (** *** ********* *** ***** *********** *** ******). ******** ******** *** ***** **

110

CONFIDENTIAL AND PROPRIETARY INFORMATION - FOR USE BY AUTHORIZED EMPLOYEES

OF THE PARTIES HERETO ONLY AND IS NOT FOR GENERAL DISTRIBUTION

WITHIN OR OUTSIDE THEIR RESPECTIVE COMPANIES

“Confidential Treatment Requested and the Redacted Material has been separately filed with the Commission.”

********* **** *********** ********* ******* *** ********** ******* **** *** ***** ** ********** ** ******* ** *************** ** *** *********. **** ********** *******, *** ***** ******* ************** ** ******* ******** ** ** ********* ******* ** * ******** ********* ***.

VI. Customer/SBU Review of Support Services. The Comcast SBU will meet with Customer on a scheduled monthly basis to review CSG’s support services and to gain Customer’s insight and suggestions. This review will include senior level representatives from the SBU, PSC as well as any other individuals necessary to provide any additional information. Senior level representatives from Customer, such as the Contract Administrator or Technical Coordinator, shall be available at this meeting.

111

CONFIDENTIAL AND PROPRIETARY INFORMATION - FOR USE BY AUTHORIZED EMPLOYEES

OF THE PARTIES HERETO ONLY AND IS NOT FOR GENERAL DISTRIBUTION

WITHIN OR OUTSIDE THEIR RESPECTIVE COMPANIES

“Confidential Treatment Requested and the Redacted Material has been separately filed with the Commission.”

Schedule I

MASTER PREFERRED ESCROW AGREEMENT

Master Number                                         

This Agreement is effective                     , 20         among Data Securities International, Inc. (“DSI”), CSG Systems, Inc. (“Depositor”) and any additional party signing the Acceptance Form attached to this Agreement (“Preferred Beneficiary”), who collectively may be referred to in this Agreement as “the parties.”

A. Depositor and Preferred Beneficiary have entered or will enter into a license agreement, development agreement, and/or other agreement regarding certain proprietary technology of Depositor (referred to in this Agreement as “the license agreement”).

B. Depositor desires to avoid disclosure of its proprietary technology except under certain limited circumstances.

C. The availability of the proprietary technology of Depositor is critical to Preferred Beneficiary in the conduct of its business and, therefore, Preferred Beneficiary needs access to the proprietary technology under certain limited circumstances.

D. Depositor and Preferred Beneficiary desire to establish an escrow with DSI to provide for the retention, administration and controlled access of certain proprietary technology materials of Depositor.

E. The parties desire this Agreement to be supplementary to the license agreement pursuant to 11 United States [Bankruptcy] Code, Section 365(n).

ARTICLE 1 — DEPOSITS

1.1 Obligation to Make Deposit. Upon the signing of this Agreement by the parties, including the signing of the Acceptance Form, Depositor shall deliver to DSI the proprietary information and other materials (“deposit materials”) required to be deposited by the license agreement or, if the license agreement does not identify the materials to be deposited with DSI, then such materials will be identified on an Exhibit A. If Exhibit A is applicable, it is to be prepared and signed by Depositor and Preferred Beneficiary. DSI shall have no obligation with respect to the preparation, signing or delivery of Exhibit A.

1.2 Identification of Tangible Media. Prior to the delivery of the deposit materials to DSI, Depositor shall conspicuously label for identification each document, magnetic tape, disk, or other tangible media upon which the deposit materials are written or stored. Additionally, Depositor shall complete Exhibit B to this Agreement by listing each such tangible media by the item label description, the type of media and the quantity. The Exhibit B must be signed by Depositor and delivered to DSI with the deposit materials. Unless and until Depositor makes the initial deposit with DSI, DSI shall have no obligation with respect to this Agreement, except the obligation to notify the parties regarding the status of the deposit account as required in Section 2.2 below.

1.3 Deposit Inspection. When DSI receives the deposit materials and the Exhibit B, DSI will conduct a deposit inspection by visually matching the labeling of the tangible media containing the deposit materials to the item descriptions and quantity listed on the Exhibit B. In addition to the deposit inspection, Preferred Beneficiary may elect to cause a verification of the deposit materials in accordance with Section 1.6 below.

1.4 Acceptance of Deposit. At completion of the deposit inspection, if DSI determines that the labeling of the tangible media matches the item descriptions and quantity on Exhibit B, DSI will date and sign the Exhibit B and mail a copy thereof to Depositor and Preferred Beneficiary. If DSI determines that the labeling does not match the item descriptions or quantity on the Exhibit B, DSI will (a) note the discrepancies in writing on the Exhibit B; (b) date and sign the Exhibit B with the exceptions noted; and (c) provide a copy of the Exhibit B to Depositor and Preferred Beneficiary. DSI’s acceptance of the deposit occurs upon the signing of the Exhibit B by DSI. Delivery of the signed

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CONFIDENTIAL AND PROPRIETARY INFORMATION - FOR USE BY AUTHORIZED EMPLOYEES

OF THE PARTIES HERETO ONLY AND IS NOT FOR GENERAL DISTRIBUTION

WITHIN OR OUTSIDE THEIR RESPECTIVE COMPANIES

“Confidential Treatment Requested and the Redacted Material has been separately filed with the Commission.”

Exhibit B to Preferred Beneficiary is Preferred Beneficiary’s notice that the deposit materials have been received and accepted by DSI.

1.5 Depositor’s Representations. Depositor represents as follows:

a. Depositor lawfully possesses all of the deposit materials deposited with DSI;

b. With respect to all of the deposit materials, Depositor has the right and authority to grant to DSI and Preferred Beneficiary the rights as provided in this Agreement;

c. The deposit materials are not subject to any lien or other encumbrance;

d. The deposit materials consist of the proprietary information and other materials identified either in the license agreement or Exhibit A, as the case may be; and

e. The deposit materials are readable and useable in their current form or, if the deposit materials are encrypted, the decryption tools and decryption keys have also been deposited.

1.6 Verification. Preferred Beneficiary shall have the right, at Preferred Beneficiary’s expense, to cause a verification of any deposit materials. A verification determines, in different levels of detail, the accuracy, completeness, sufficiency and quality of the deposit materials. If a verification is elected after the deposit materials have been delivered to DSI, then only DSI, or at DSI’s election an independent person or company selected and supervised by DSI, may perform the verification.

1.7 Deposit Updates. Unless otherwise provided by the license agreement, Depositor shall update the deposit materials within 60 days of each release of a new version of the product which is subject to the license agreement. Such updates will be added to the existing deposit. All deposit updates shall be listed on a new Exhibit B and the new Exhibit B shall be signed by Depositor. Each Exhibit B will be held and maintained separately within the escrow account. An independent record will be created which will document the activity for each Exhibit B. The processing of all deposit updates shall be in accordance with Sections 1.2 through 1.6 above. All references in this Agreement to the deposit materials shall include the initial deposit materials and any updates.

1.8 Removal of Deposit Materials. The deposit materials may be removed and/or exchanged only on written instructions signed by Depositor and Preferred Beneficiary, or as otherwise provided in this Agreement.

ARTICLE 2 — CONFIDENTIALITY AND RECORD KEEPING

2.1 Confidentiality.

a. DSI shall maintain the deposit materials in a secure, environmentally safe, locked facility which is accessible only to authorized representatives of DSI. DSI shall have the obligation to reasonably protect the confidentiality of the deposit materials and any other confidential and proprietary information (“Information”) disclosed to DSI in connection with this Agreement.DSI will take all reasonable precautions necessary to safeguard the confidentiality of the Depositor’s Information, including (i) those required under this Section 2.1, (ii) those taken by DSI to protect its own confidential information and (iii) those which the Depositor may reasonably request from time to time and for which the Depositor has agreed to pay DSI’s quoted fees for such requested precaution.

b. Except as provided in this Agreement, DSI shall not disclose, transfer, make available, or use the Information. DSI shall not disclose the content of this Agreement to any third party. If DSI receives a subpoena or other order of a court or other judicial tribunal pertaining to the disclosure or release of the deposit materials, DSI will immediately notify the parties to this Agreement. It shall be the responsibility of Depositor and/or Preferred Beneficiary to challenge any such order; provided, however, that DSI does not waive its rights to present its position with respect to any such order. DSI will not be required to disobey any court or other judicial tribunal order. (See Section 7.5 below for notices of requested orders.)

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CONFIDENTIAL AND PROPRIETARY INFORMATION - FOR USE BY AUTHORIZED EMPLOYEES

OF THE PARTIES HERETO ONLY AND IS NOT FOR GENERAL DISTRIBUTION

WITHIN OR OUTSIDE THEIR RESPECTIVE COMPANIES

“Confidential Treatment Requested and the Redacted Material has been separately filed with the Commission.”

c. The parties acknowledge that Depositor will be irreparably harmed if DSI’s obligations under this Section 2.1 are not specifically enforced and that Depositor would not have an adequate remedy at law in the event of an actual or threatened violation by DSI of its obligations. Therefore, DSI agrees that Depositor shall be entitled to an injunction or any appropriate decree of specific performance for any actual or threatened violations or breaches by DSI, its employees or agents, without the necessity of Depositor showing actual damages or that monetary damages would not afford an adequate remedy.

2.2 Status Reports. DSI will issue to Depositor and Preferred Beneficiary a report profiling the account history at least semi-annually. DSI may provide copies of the account history pertaining to this Agreement upon the request of any party to this Agreement.

2.3 Audit Rights. During the term of this Agreement, Depositor and Preferred Beneficiary shall each have the right to inspect the written records of DSI pertaining to this Agreement. Any inspection shall be held during normal business hours and following reasonable prior notice.

ARTICLE 3 — GRANT OF RIGHTS TO DSI

3.1 Title to Media. Depositor hereby transfers to DSI the title to the media upon which the proprietary information and materials are written or stored. However, this transfer does not include the ownership of the proprietary information and materials contained on the media such as any copyright, trade secret, patent or other intellectual property rights.

3.2 Right to Make Copies. DSI shall have the right to make copies of the deposit materials as reasonably necessary to perform this Agreement. DSI shall copy all copyright, nondisclosure, and other proprietary notices and titles contained on the deposit materials onto any copies made by DSI. With all deposit materials submitted to DSI, Depositor shall provide any and all instructions as may be necessary to duplicate the deposit materials including but not limited to the hardware and/or software needed.

3.3 Right to Transfer Upon Release. Depositor hereby grants to DSI the right to transfer deposit materials to Preferred Beneficiary upon any release of the deposit materials for use by Preferred Beneficiary in accordance with Section 4.5. Except upon such a release or as otherwise provided in this Agreement, DSI shall not transfer the deposit materials.

ARTICLE 4 — RELEASE OF DEPOSIT

4.1 Release Conditions. As used in this Agreement, “Release Conditions” shall mean any condition set forth in the license agreement.

4.2 Filing For Release. If Preferred Beneficiary believes in good faith that a Release Condition has occurred, Preferred Beneficiary may provide to DSI written notice of the occurrence of the Release Condition and a request for the release of the deposit materials. Upon receipt of such notice, DSI shall provide a copy of the notice to Depositor, by certified mail, return receipt requested, or by commercial express mail.

4.3 Contrary Instructions. From the date DSI mails the notice requesting release of the deposit materials, Depositor shall have ten business days to deliver to DSI Contrary Instructions. “Contrary Instructions” shall mean the written representation by Depositor that a Release Condition has not occurred or has been cured. Upon receipt of Contrary Instructions, DSI shall send a copy to Preferred Beneficiary by certified mail, return receipt requested, or by commercial express mail. Additionally, DSI shall notify both Depositor and Preferred Beneficiary that there is a dispute to be resolved pursuant to the Dispute Resolution section of this Agreement (Section 7.3). Subject to Section 5.2, DSI will continue to store the deposit materials without release pending (a) joint instructions from Depositor and Preferred Beneficiary; (b) resolution pursuant to the Dispute Resolution provisions; or (c) order of a court.

4.4 Release of Deposit. If DSI does not receive Contrary Instructions from the Depositor, DSI is authorized to release the deposit materials to the Preferred Beneficiary or, if more than one beneficiary is registered to the deposit, to

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OF THE PARTIES HERETO ONLY AND IS NOT FOR GENERAL DISTRIBUTION

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“Confidential Treatment Requested and the Redacted Material has been separately filed with the Commission.”

release a copy of the deposit materials to the Preferred Beneficiary. However, DSI is entitled to receive any fees due DSI before making the release. This Agreement will terminate upon the release of the deposit materials held by DSI.

4.5 Right to Use Following Release. Unless otherwise provided in the license agreement, upon release of the deposit materials in accordance with this Article 4, Preferred Beneficiary shall have the right to use the deposit materials for the sole purpose of continuing the benefits afforded to Preferred Beneficiary by the license agreement. Preferred Beneficiary shall be obligated to maintain the confidentiality of the released deposit materials in accordance with its confidentiality obligations under the license agreement and shall not create, write or develop any derivative software or in any way alter or modify the source code of any of the deposit materials

ARTICLE 5 — TERM AND TERMINATION

5.1 Term of Agreement. The initial term of this Agreement is for a period of one year. Thereafter, this Agreement shall automatically renew from year-to-year unless (a) Depositor and Preferred Beneficiary jointly instruct DSI in writing that the Agreement is terminated; or (b) the Agreement is terminated by DSI for nonpayment in accordance with Section 5.2. If the Acceptance Form has been signed at a date later than this Agreement, the initial term of the Acceptance Form will be for one year with subsequent terms to be adjusted to match the anniversary date of this Agreement. If the deposit materials are subject to another escrow agreement with DSI, DSI reserves the right, after the initial one year term, to adjust the anniversary date of this Agreement to match the then prevailing anniversary date of such other escrow arrangements.

5.2 Termination for Nonpayment. In the event of the nonpayment of fees owed to DSI, DSI shall provide written notice of delinquency to the parties to this Agreement affected by such delinquency. Any such party shall have the right to make the payment to DSI to cure the default. If the past due payment is not received in full by DSI within one month of the date of such notice, then at any time thereafter DSI shall have the right to terminate this Agreement to the extent it relates to the delinquent party by sending written notice of termination to such affected parties. DSI shall have no obligation to take any action under this Agreement so long as any payment due to DSI remains unpaid.

5.3 Disposition of Deposit Materials Upon Termination. Upon termination of this Agreement by joint instruction of Depositor and each Preferred Beneficiary, DSI shall destroy, return, or otherwise deliver the deposit materials in accordance with such instructions. Upon termination for nonpayment, DSI may, at its sole discretion, destroy the deposit materials or return them to Depositor. DSI shall have no obligation to return or destroy the deposit materials if the deposit materials are subject to another escrow agreement with DSI.

5.4 Survival of Terms Following Termination. Upon termination of this Agreement, the following provisions of this Agreement shall survive:

a. Depositor’s representations (Section 1.5);

b. DSI’s confidentiality obligations (Section 2.1);

c. The rights granted in the sections entitled Right to Transfer Upon Release (Section 3.3) and Right to Use Following Release (Section 4.5), if a release of the deposit materials has occurred prior to termination;

d. The obligation to pay DSI any fees and expenses due;

e. The provisions of Article 7; and

f. Any provisions in this Agreement which specifically state they survive the termination or expiration of this Agreement.

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CONFIDENTIAL AND PROPRIETARY INFORMATION - FOR USE BY AUTHORIZED EMPLOYEES

OF THE PARTIES HERETO ONLY AND IS NOT FOR GENERAL DISTRIBUTION

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“Confidential Treatment Requested and the Redacted Material has been separately filed with the Commission.”

ARTICLE 6 — DSI’S FEES

6.1 Fee Schedule. DSI is entitled to be paid its standard fees and expenses applicable to the services provided. DSI shall notify the party responsible for payment of DSI’s fees at least 90 days prior to any increase in fees. For any service not listed on DSI’s standard fee schedule, DSI will provide a quote prior to rendering the service, if requested.

6.2 Payment Terms. DSI shall not be required to perform any service unless the payment for such service and any outstanding balances owed to DSI are paid in full. All other fees are due within 30 days of the date of invoice. If invoiced fees are not paid, DSI may terminate this Agreement in accordance with Section 5.2. Late fees on past due amounts shall accrue at the rate of one and one-half percent per month (18% per annum) 30 days from the date of the invoice.

ARTICLE 7 — LIABILITY AND DISPUTES

7.1 Right to Rely on Instructions. DSI may act in reliance upon any instruction, instrument, or signature reasonably believed by DSI to be genuine. DSI may assume that any employee of a party to this Agreement who gives any written notice, request, or instruction has the authority to do so. DSI shall not be responsible for failure to act as a result of causes beyond the reasonable control of DSI.

7.2 Indemnification. DSI shall be responsible to perform its obligations under this Agreement and to act in a reasonable and prudent manner with regard to this escrow arrangement. Provided DSI has acted in the manner stated in the preceding sentence, Depositor and Preferred Beneficiary each agree to indemnify, defend and hold harmless DSI from any and all claims, actions, damages, arbitration fees and expenses, costs, attorney’s fees and other liabilities incurred by DSI relating in any way to this escrow arrangement.

7.3 Dispute Resolution. Any dispute relating to or arising from this Agreement shall be resolved by arbitration under the Commercial Rules of the American Arbitration Association. Unless otherwise agreed by Depositor and Preferred Beneficiary, arbitration will take place in Omaha, Nebraska, USA. Any court having jurisdiction over the matter may enter judgment on the award of the arbitrator(s). Service of a petition to confirm the arbitration award may be made by First Class mail or by commercial express mail, to the attorney for the party or, if unrepresented, to the party at the last known business address.

7.4 Controlling Law. This Agreement is to be governed and construed in accordance with the laws of the State of Nebraska, without regard to its conflict of law provisions.

7.5 Notice of Requested Order. If any party intends to obtain an order from the arbitrator or any court of competent jurisdiction which may direct DSI to take, or refrain from taking any action, that party shall:

a. Give DSI at least two business days’ prior notice of the hearing;

b. Include in any such order that, as a precondition to DSI’s obligation, DSI be paid in full for any past due fees and be paid for the reasonable value of the services to be rendered pursuant to such order; and

c. Ensure that DSI not be required to deliver the original (as opposed to a copy) of the deposit materials if DSI may need to retain the original in its possession to fulfill any of its other escrow duties.

ARTICLE 8 — GENERAL PROVISIONS

8.1 Entire Agreement. This Agreement, which includes the Acceptance Form and the Exhibits described herein, embodies the entire understanding between all of the parties with respect to its subject matter and supersedes all previous communications, representations or understandings, either oral or written. No amendment or modification of this Agreement shall be valid or binding unless signed by all the parties hereto, except that Exhibit A need not be signed by DSI, Exhibit B need not be signed by Preferred Beneficiary and the Acceptance Form need only be signed by the parties identified therein.

8.2 Notices. All notices, invoices, payments, deposits and other documents and communications shall be given to the parties at the addresses specified in the attached Exhibit C and Acceptance Form. It shall be the responsibility of

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“Confidential Treatment Requested and the Redacted Material has been separately filed with the Commission.”

the parties to notify each other as provided in this Section in the event of a change of address. The parties shall have the right to rely on the last known address of the other parties. Unless otherwise provided in this Agreement, all documents and communications may be delivered by First Class mail.

8.3 Severability. In the event any provision of this Agreement is found to be invalid, voidable or unenforceable, the parties agree that unless it materially affects the entire intent and purpose of this Agreement, such invalidity, voidability or unenforceability shall affect neither the validity of this Agreement nor the remaining provisions herein, and the provision in question shall be deemed to be replaced with a valid and enforceable provision most closely reflecting the intent and purpose of the original provision.

8.4 Successors. This Agreement shall be binding upon and shall inure to the benefit of the successors and assigns of the parties. However, DSI shall have no obligation in performing this Agreement to recognize any successor or assign of Depositor or Preferred Beneficiary unless DSI receives clear, authoritative and conclusive written evidence of the change of parties.

CSG Systems, Inc. (“Depositor”)	Data Securities International, Inc. (“DSI”)
By:	By:
Name:	Name:
Title:	Title:
Date:	Date:

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“Confidential Treatment Requested and the Redacted Material has been separately filed with the Commission.”

ACCEPTANCE FORM

Account Number                                 

Comcast Cable Communications Management, LLC hereby (i) acknowledges that it is the Preferred Beneficiary referred to in the Master Preferred Escrow Agreement effective                     , 20         with Data Securities International, Inc. as the escrow agent and CSG Systems, Inc. as the Depositor and (ii) agrees to be bound by all provisions of such Agreement.

The Depositor, the Preferred Beneficiary and DSI now desire to amend the Escrow Agreement in accordance with the terms and conditions set forth below. If the terms and conditions set forth in this Acceptance Form shall be in conflict with the Escrow Agreement, the terms and conditions of this Acceptance Form shall control. Any terms in initial capital letters or all capital letters used as a defined term but not defined in this Acceptance Form, shall have the meaning set forth in the Escrow Agreement. Upon execution of this Acceptance Form by the parties, any subsequent reference to the Escrow Agreement between the parties shall mean the Escrow Agreement as amended by this Acceptance Form. Except as amended by this Acceptance Form, the terms and conditions set forth in the Escrow Agreement shall continue in full force and effect according to their terms.

1. The first sentence of Section 1.7 shall be amended to read as follows:

Depositor shall update the deposit materials in accordance with Section 12.8 of the license agreement.

2. *** ****** *** ***** ** **** *** ******** ***** ** ***** ** *** *** ** *** ***** ******** ** ******* ***.

3. Any notices to Preferred Beneficiary should go to:

Comcast Cable Communications

Management, LLC

1306 Goshen Parkway

Westchester, PA 19380

Tel: ************* Fax: *************

Attn: ** ******, Senior Director

of Information Systems

With a copy similarly addressed to General Counsel

Comcast Cable Communications Management, LLC

By:

Name:

Title:

Date:

Notices and communications should be addressed to:	Invoices should be addressed to:
Company Name:
Address:
:
Designated Contact:	Contact:
Telephone:
Facsimile:

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OF THE PARTIES HERETO ONLY AND IS NOT FOR GENERAL DISTRIBUTION

WITHIN OR OUTSIDE THEIR RESPECTIVE COMPANIES

“Confidential Treatment Requested and the Redacted Material has been separately filed with the Commission.”

Depositor hereby enrolls Preferred Beneficiary to the following account(s):

Account Name Account Number

CSG Systems, Inc. (“Depositor”)	Data Securities International, Inc. (“DSI”)
By:	By:
Name:	Name:
Title:	Title:
Date:	Date:

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OF THE PARTIES HERETO ONLY AND IS NOT FOR GENERAL DISTRIBUTION

WITHIN OR OUTSIDE THEIR RESPECTIVE COMPANIES

“Confidential Treatment Requested and the Redacted Material has been separately filed with the Commission.”

EXHIBIT A

MATERIALS TO BE DEPOSITED

Account Number                                 

Depositor represents to Preferred Beneficiary that deposit materials delivered to DSI shall consist of the following:

Advanced Customer Service Representative^® (ACSR^®)

Customer Interaction Tracking^® (CIT^®)

Communication Control System for video and high speed data (CCS)*

* The CCS code includes the source code necessary to run all of CSG’s core billing services including; CCS batch cycles, statement processing, interfaces, Vantage reporting, selects reporting, event and event order processing, payment processing, work orders, converter processing, collections, delinquency processing and CCS online functionality.

CSG Systems, Inc. (“Depositor”)	Data Securities International, Inc. (“DSI”)
By:	By:
Name:	Name:
Title:	Title:
Date:	Date:

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CONFIDENTIAL AND PROPRIETARY INFORMATION - FOR USE BY AUTHORIZED EMPLOYEES

OF THE PARTIES HERETO ONLY AND IS NOT FOR GENERAL DISTRIBUTION

WITHIN OR OUTSIDE THEIR RESPECTIVE COMPANIES

“Confidential Treatment Requested and the Redacted Material has been separately filed with the Commission.”

EXHIBIT B

DESCRIPTION OF DEPOSIT MATERIALS

Depositor Company Name ______________________________________________________________________________________

Account Number ______________________________________________________________________________________________

PRODUCT DESCRIPTION:

Product Name _______________________________________ Version _________________________________________________

Operating System ____________________________________________________________________________________________

____________________________________________________________________________________________________________

Hardware Platform ____________________________________________________________________________________________

DEPOSIT COPYING INFORMATION:

Hardware required: ___________________________________________________________________________________________

____________________________________________________________________________________________________________

Software required: ____________________________________________________________________________________________

____________________________________________________________________________________________________________

DEPOSIT MATERIAL DESCRIPTION:

Qty	Media Type & Size	Label Description of Each Separate Item (excluding documentation)
_____	Disk 3.5” or ____
_____	DAT tape ____mm
_____	CD-ROM
_____	Data cartridge tape ____
_____	TK 70 or ____ tape
_____	Magnetic tape ____
_____	Documentation
_____	Other ______________________

I certify for Depositor that the above described deposit materials have been transmitted to DSI:		DSI has inspected and accepted the above materials (any exceptions are noted above):
Signature	Signature
Print Name	Print Name
Date	Date Accepted
	Exhibit B#

Send materials to: DSI, 2100 Norcross Parkway, Ste. 150 Norcross, GA 30071

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CONFIDENTIAL AND PROPRIETARY INFORMATION - FOR USE BY AUTHORIZED EMPLOYEES

OF THE PARTIES HERETO ONLY AND IS NOT FOR GENERAL DISTRIBUTION

WITHIN OR OUTSIDE THEIR RESPECTIVE COMPANIES

“Confidential Treatment Requested and the Redacted Material has been separately filed with the Commission.”

EXHIBIT C

DESIGNATED CONTACT

Master Number                                 

Notices and communications should be addressed to:	Invoices should be addressed to:
Company Name: CSG Systems, Inc. Address: 7887 East Belleview Ave                Suite 100                Englewood, CO 80111 Designated Contact: President with a copy to General Counsel Telephone: (303) 804-4000 Facsimile: (303) 804-4000	CSG Systems, Inc. P.O. Box 371902 Omaha, NE 68137-9002 Contact: Accounts Payable and copy to Don Culler (402) 431-7000 (402) 431-7285

Requests to change the designated contact should be given in writing by the designated contact or an authorized employee.

Contracts, deposit materials and notices to DSI should be addressed to:	Invoice inquiries and fee remittances to DSI should be addressed to:
DSI Contract Administration DSI Technology Escrow Services 2100 Norcross Parkway, Ste. 150 Norcross, GA 30071 Telephone: (619) 694-1900 Facsimile: (619) 694-1919 Date: _________________________________	DSI DSI Technology Escrow Services 2100 Norcross Parkway, Ste. 150 Norcross, GA 30071 (415) 398-7900 (415) 398-7914

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WITHIN OR OUTSIDE THEIR RESPECTIVE COMPANIES

“Confidential Treatment Requested and the Redacted Material has been separately filed with the Commission.”

ADDITIONAL ESCROW ACCOUNT AMENDMENT

TO MASTER PREFERRED ESCROW AGREEMENT

Master Number                     

New Account Number                     

CSG Systems, Inc. (“Depositor”) has entered into a Master Preferred Escrow Agreement with Data Securities International, Inc. (“DSI”). Pursuant to that Agreement, Depositor may deposit certain deposit materials with DSI.

Depositor desires that new deposit materials be held in a separate account and be maintained separately from the existing account. By execution of this Amendment, DSI will establish a separate account for the new deposit materials. The new account will be referenced by the following name: Comcast Cable Communications Management, LLC.

Depositor hereby agrees that all terms and conditions of the existing Master Preferred Escrow Agreement previously entered into by Depositor and DSI will govern this account. The termination or expiration of any other account of Depositor will not affect this account.

CSG Systems, Inc. (“Depositor”)	Data Securities International, Inc. (“DSI”)
By:	By:
Name:	Name:
Title:	Title:
Date:	Date:

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OF THE PARTIES HERETO ONLY AND IS NOT FOR GENERAL DISTRIBUTION

WITHIN OR OUTSIDE THEIR RESPECTIVE COMPANIES

“Confidential Treatment Requested and the Redacted Material has been separately filed with the Commission.”

Schedule J

OUTSTANDING STATEMENTS OF WORK

Outstanding SOWs and LOAs (including any associated Change Orders) that have been signed by Customer as of the Effective Date.

[Redacted for Confidential Treatment]

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CONFIDENTIAL AND PROPRIETARY INFORMATION - FOR USE BY AUTHORIZED EMPLOYEES

OF THE PARTIES HERETO ONLY AND IS NOT FOR GENERAL DISTRIBUTION

WITHIN OR OUTSIDE THEIR RESPECTIVE COMPANIES

“Confidential Treatment Requested and the Redacted Material has been separately filed with the Commission.”

Schedule K

GUIDELINES FOR PASSER PROGRAM REQUESTS

Cost & Lead Time

Passer Type	Minimum Lead time	Sub Type	Minimum Charge
Service code	*** weeks *** weeks	Standard request House file read	$*** $***
Standardization Service Code Passer	*** weeks	Standard request	$***
Telephony Service Code Passer	*** weeks	Standard request	Quote; To be negotiated
House	*** weeks	Standard request	$***
General Ledger Passer	*** weeks	Standard request	$***
EFT	*** weeks *** weeks	Standard request Non-Standard request	Non-billable $***
Converter	*** weeks	Non Key Change/Key Change (serial number, type, CID, rent- purchase-flag)	$***
NAS to DAC Passer	*** weeks	Standard request	$***
Headend	*** weeks	Standard request	$***
Backbill	*** weeks	Standard request	$***
Other	*** weeks	Memo passer	$***
File Strip	*** weeks	Standard request	$***
Agent Transfer	*** weeks	Standard request	$***
Telephony Agent Transfer	*** weeks	Standard request	Quote; To be negotiated
Subscriber Account Consolidation (SAC)	*** weeks	Standard request	Quote; To be negotiated
All types of passers	Varies	Non Standard	Any type of non-standard requirements may result in an extended lead time and additional charges

Note: If development of the passer involves referencing an additional file (i.e. House, Work Order, Equipment) an additional $*** will be charged.

Priority Cost

The following chart shows the increase in cost for priority passers as a percentage of the quoted cost. The percentage increases by the number of weeks the standard lead-time is shortened.

Lead time shorted by:	One Week	Two Weeks	Three Weeks	Four Weeks
Service Code Passer	***%	***%	***%	***%
Standardization Service Code Passer	***%	***%	***%	***%
Telephony Service Code Passer	***%	***%	***%	***%

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OF THE PARTIES HERETO ONLY AND IS NOT FOR GENERAL DISTRIBUTION

WITHIN OR OUTSIDE THEIR RESPECTIVE COMPANIES

“Confidential Treatment Requested and the Redacted Material has been separately filed with the Commission.”

House Passer	***%	***%	—	—
General Ledger Passer	***%	***%	—	—
EFT Passer	***%	***%	—	—
Converter Passer	***%	***%	***%	—
Nas to Dac	***%	***%	***%	—
Headend Code Passer	***%	***%	***%	—
Backbill Passer	***%	***%	—	—
Other	***%	***%	***%	***%
File Strip	***%	***%	***%	***%
Agent Transfer	*** week ***%	*** week ***%	*** week ***%	—
Telephony Agent Transfer	*** week ***%	*** week ***%	*** week ***%	—
SAC	*** week ***%	*** week ***%	*** week ***%	—

Cancellation Cost

The majority of the expense for a Passer or Agent Transfer is incurred during the coding and output verification phase. For this reason, passers that are canceled and have already been coded and/or output produced, will incur a cancellation charge of up to ***% of the quoted cost.

Implementation Day

Passers:

The standard implementation day for passers is Wednesday, however, CSG agrees to use commercially reasonable efforts to support Customer’s request for processing passers on an alternative schedule.

Some of the benefits from Wednesday implementations:

• Avoid all CSG Friday activities, such as Conversions, Bundle Releases, Agent Transfers, and End-of-Week Jobs.

• Increased recovery time for Passer impact.

• Reduced exposure to Production Cycle.

• Production turnover once a week.

• Client Service personnel and Site personnel can verify passer during business week.

Some passers require a Non-Wednesday implementation. With these requests, please include a comment on the passer request stating the reason for the Non-Wednesday implementation.

Agent Transfers and File Strips:

The standard implementation day for Agent Transfers and File Strips is Friday. These are scheduled approximately nine times per year.

Milestone Dates

Passers:

UDF changes and pre-edit run	*** ***** prior to the passer imp date. Cards must be entered and free of errors for the passer team to create test output. If this is not met, the passer will be pushed to a new imp date.
Test Output delivered to Client Services.	Minimum of *** ** *** days prior to imp date. Depending on type of passer.
Approval of Test Output	*** ******** **** prior to imp date. (Ex: By end of day Friday for a passer implementing on Wednesday). If this is not met, the passer will be pushed to a new imp date
Live output on day of implementation.	Notify passer team by ***** ****, CST, if there is a problem with the output and the passer needs to be pulled. After *****, a passer cannot be pulled from implementation.

126

CONFIDENTIAL AND PROPRIETARY INFORMATION - FOR USE BY AUTHORIZED EMPLOYEES

OF THE PARTIES HERETO ONLY AND IS NOT FOR GENERAL DISTRIBUTION

WITHIN OR OUTSIDE THEIR RESPECTIVE COMPANIES

“Confidential Treatment Requested and the Redacted Material has been separately filed with the Commission.”

Specification

Must be entered into the Passer Application.

For all Passers, include a BUSINESS REASON explanation. This will assist the passer Analysts when reviewing the passer specifications.

Some passers are requested as Non-billable. With these requests, please include a comment on the passer request stating the reason for being Non-billable.

Some passers request a Non-standard lead-time. With these requests, please include a comment on the passer request stating the reason for the Non-standard lead-time.

Specification Changes

Must be entered into the Passer Application in the Specifications description area. This will automatically send a Ccmail to the Analyst, Developer and Passer Business Products Analyst allowing us to review the changes and determine any cost and implementation date impact.

Changes should be an exception to the process. Specification changes should result from the Analyst review or Output review. Addition of new specifications after coding has started, or output was sent, will result in increased cost and/or delaying the implementation date.

External Data

Some passer requests require changes according to data from an external source. Generally passers do not use external data. In the event external data is necessary to pass a master file, the data must be in a commonly used data file format mutually acceptable to both Parties in advance, such as a comma-separated value (CSV) ASCII file, which can be reformatted by CSG for use in CSG’s processing environment.

If the data is available through Vantage, such data must match to the CSG master file by the master file key.

The Passer Manager must first accept all external data. Before accepting a passer requiring external data, contact the Passer Manager for assistance.

The site must be made aware of the following:

• CSG is not responsible for the number of matches. Regardless of the number of matches, the site will be billed for the passer.

• CSG will not set an implementation date when required data needs to be sent by the site. CSG must receive the data, load the data, and test the data for accuracy before an implementation date will be set. CSG will be partially complete with the project before an implementation date is set. All work completed will be billable regardless of the implementation date.

Agent Transfers

Agent Transfers will occur according to the Agent Transfer schedule. Agent Transfers must implement on the scheduled date.

Standard Agent Transfers cost $***. All non-standard Agent Transfer criteria will be charged additionally. Non-standard Agent Transfer criteria include multiple house master file code changes, transfers based on specific addresses, etc.

New Agent Transfer requests will not be added to an Agent Transfer bundle, once Customer Acceptance testing has begun.

127

CONFIDENTIAL AND PROPRIETARY INFORMATION - FOR USE BY AUTHORIZED EMPLOYEES

OF THE PARTIES HERETO ONLY AND IS NOT FOR GENERAL DISTRIBUTION

WITHIN OR OUTSIDE THEIR RESPECTIVE COMPANIES

“Confidential Treatment Requested and the Redacted Material has been separately filed with the Commission.”

Schedule L

Performance Standards and Remedies

[Redacted for confidential treatment.]

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CONFIDENTIAL AND PROPRIETARY INFORMATION - FOR USE BY AUTHORIZED EMPLOYEES

OF THE PARTIES HERETO ONLY AND IS NOT FOR GENERAL DISTRIBUTION

WITHIN OR OUTSIDE THEIR RESPECTIVE COMPANIES

“Confidential Treatment Requested and the Redacted Material has been separately filed with the Commission.”

Schedule M

[Redacted for confidential treatment.]

129

CONFIDENTIAL AND PROPRIETARY INFORMATION - FOR USE BY AUTHORIZED EMPLOYEES

OF THE PARTIES HERETO ONLY AND IS NOT FOR GENERAL DISTRIBUTION

WITHIN OR OUTSIDE THEIR RESPECTIVE COMPANIES

“Confidential Treatment Requested and the Redacted Material has been separately filed with the Commission.”

Schedule N

SPECIAL POWER OF ATTORNEY

WHEREAS:

A. CSG Systems, Inc. (“CSG Systems) and Comcast Communications Management, LLC (“Customer”) have entered into a CSG Master Subscriber Management System Agreement, dated March     , 2004, (the “Agreement”).

B. CSG Systems and ***** **** ************, ***. (“***** ****”) have entered into a Third Amended and Restated Services Agreement dated August 1, 2003 (“***** **** Services Agreement”) in which ***** **** provides CSG data processing services.

C. In accordance with Section 6.2 of the Agreement, Customer and CSG desire to establish a limited power-of-attorney in which CSG authorizes Customer to direct ***** **** to provide services related to Customer’s data under certain limited circumstances.

**** **** (*) ******** **** ***** ********* ******* ****** **** ******** ** *** ********** ** * ******* ***** (** ******* ** ******* *** ** *** *********), *** ****** *********** ********** *** ******** ******** *** *** **** ********** ******** *** ******, ** ***’* ***** *** **************** ** *** *** *** ** *** ******, ** ****** ***** **** ** ******* *** ********** **** *** *** ***** ******* *** ** *** *********, *** *** **** ******* ** ********** ********* **** **** ***** **** *** ** *** **********, ******* ** ******* *** *** *** ********** *** ********* ** ******* ******** ** *** ***** **** ******** *********.

Customer acknowledges that the foregoing limited power of attorney (a) is non-transferable, (b) is granted for the sole purpose and only until completion of actions or proceedings authorized or contemplated by 6.2 of the Agreement, and (c) terminates upon the expiration or termination of the Agreement, or in the event Deconversion Services (as defined in Section 6.2 of the Agreement) are provided in accordance with Section 6.2 of the Agreement, such power of attorney shall terminate upon completion of such Deconversion Services.

DATED this              day of                                 , 2004.

Edward C. Nafus

President, Broadband Services

STATE OF COLORADO    )

COUNTY OF ARAPAHOE    )

CITY OF ENGLEWOOD    )

The foregoing Special Power of Attorney was acknowledged before me this                      day of                                         , 2004, by                     .

Witness my hand and official seal.

Notary Public

My commission expires:

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CONFIDENTIAL AND PROPRIETARY INFORMATION - FOR USE BY AUTHORIZED EMPLOYEES

OF THE PARTIES HERETO ONLY AND IS NOT FOR GENERAL DISTRIBUTION

WITHIN OR OUTSIDE THEIR RESPECTIVE COMPANIES

“Confidential Treatment Requested and the Redacted Material has been separately filed with the Commission.”

Schedule O

IMPLEMENTATION/CONVERSION SERVICES

1. Conversion (CCS). The conversion services set forth below are provided for the fees set forth in Schedule F:

a) For System Sites Performing Manual Conversions or Start-Ups. Manual conversions are recommended on all sites with less than 10,000 subscribers. Customer will receive the following conversion services and will be responsible for all data entry:

• File Set up

• Manual data entry instructions/procedures

• Total of 2 Seats in any mix of classes offered at a CSG training facility (Note 1)

• 1 copy of class materials with rights to duplicate for internal training only

• Test system to provide “hands on” training during pre-production (de-accessed within 60 days following start date)

• 1 copy of CBT CD-ROM (1 per site)

• CSG Documentation Library on CD-ROM (1 per site)

• Programmatic Load of House Data

• Programmatic Load of Converter Data

b) Conversions with Subscriber Counts less than 30,000. Customer will receive the following programmatic conversion services:

(i) Initial Visit

• Overview of the conversion/implementation process, including tasks, timeline and responsible parties

• Establish and/or review corporate standards as they relate to User Data File, code tables, Service Codes and Report settings

• Develop Conversion specifications (fields, values, variables used on current billing processor and how will be converted to CCS)

(ii) Pre-Conversion Review

• Review set up of User Data File, code tables and reports

• Review pricing and taxing structure of video site

• Review and approve conversion implementation specifications

• Review statement file settings

• Assist the site with defining new policies or procedures pertaining to the billing system

(iii) Post Conversion

• Audit converted data the morning after merge

• Coordinate input of accumulated backlog (work orders, payments, adjustments and PPV)

• Review exceptions created through conversion/implementation process and take necessary action

• Review pricing and taxing structure, balancing cash within the CSG application

• Review reports and assist with determining needs for daily distribution

• Review and release first cycle of generated statements

• Provide detailed subscriber and financial reports and assist in post-conversion balancing

(iv) Third Week After Conversion

• Review reports

• Assist with month-end financial balancing

• Provide potential solutions for day to day procedural issues (e.g., work order printing, routing, dispatch, converted inventory)

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CONFIDENTIAL AND PROPRIETARY INFORMATION - FOR USE BY AUTHORIZED EMPLOYEES

OF THE PARTIES HERETO ONLY AND IS NOT FOR GENERAL DISTRIBUTION

WITHIN OR OUTSIDE THEIR RESPECTIVE COMPANIES

“Confidential Treatment Requested and the Redacted Material has been separately filed with the Commission.”

(v) Database Cleanup

• Homes Passed

Street names, suffixes (street, avenue) standardized in accordance with U.S. P.S. records

Nine-digit zip code established where applicable

Bar-coding of ZIP+4 for statements

Identification of duplicate addresses provided for customer attention

• Converter Database

Identification of duplicate serial numbers and location of associated converters

Identification of duplicate terminal addresses (prom numbers)

Identification of invalid model or serial numbers

• Subscriber Database

Identification of existing service, discount or campaign codes

Identification of subscribers receiving free services

Identification of invalid phone numbers

(vi) Education and Documentation

• Total of 5 Seats in any mix of classes offered at a CSG training facility (Note 1)

• 1 copy of class materials with rights to duplicate for internal training only

• 1 copy of CBT CD-ROM (1 per site)

• Test system to provide “hands on” training during pre-production (de-accessed within 60 days following merge date)

• 1 CCS Conversion Manual

• 1 CSG Documentation Library on CD-ROM (1 per site)

c) Conversions with Subscriber Counts of 30,000- 59,999. A Customer will receive the services set forth in Section (b) above, except regarding Education and Documentation as follows:

(i) Education and Documentation

• Total of 6 Seats in any mix of classes offered at a CSG training facility (Note 1)

• 1 copy of class materials with rights to duplicate for internal training only

• 1 copy of CBT CD-ROM (1 per site)

• Test system to provide “hands on” training during pre-production (de-accessed within 60 days following merge date)

• 1 CCS Conversion Manual

• 1 CSG Documentation Library on CD-ROM (1 per site)

d) Conversions with Subscriber Counts of 60,000 – 89,999. Customer will receive the services set forth in Section (b) above, except regarding Education and Documentation as follows:

(i) Education and Documentation

• Total of 8 Seats in any mix of classes offered at a CSG training facility (Note 1)

• 1 copy of class materials with rights to duplicate for internal training only

• 1 copy of CBT CD-ROM (1 per site)

• Test system to provide “hands on” training during pre-production (de-accessed within 60 days following merge date)

• 1 CCS Conversion Manual

• 1 CSG Documentation Library on CD-ROM (1 per site)

e) Conversions with Subscriber Counts Greater than 89,999. Customer will receive the services set forth in Section (b) above, except regarding Education and Documentation as follows:

(i) Education and Documentation

• Total of 10 Seats in any mix of classes offered at a CSG training facility (Note 1)

• 1 copy of class materials with rights to duplicate for internal training only

132

CONFIDENTIAL AND PROPRIETARY INFORMATION - FOR USE BY AUTHORIZED EMPLOYEES

OF THE PARTIES HERETO ONLY AND IS NOT FOR GENERAL DISTRIBUTION

WITHIN OR OUTSIDE THEIR RESPECTIVE COMPANIES

“Confidential Treatment Requested and the Redacted Material has been separately filed with the Commission.”

• 1 copy of CBT CD-ROM (1 per site)

• Test system to provide “hands on” training during pre-production (de-accessed within 60 days following merge date)

• 1 CCS Conversion Manual

• 1 CSG Documentation Library on CD-ROM (1 per site)

2. Product Installation. The following Product installation services are provided for the fees set forth in Schedule F.

a) ACSR

(i) Project Implementation Support (3-4 months duration)

Assigned project manager and product consultant (shared resources)

Requirements definition and project planning meeting

Project plan and customer specifications document

Ongoing project coordination, status reporting and post project review

(ii) Engineering

Network and single server sizing and configuration (single server)

Network requirements diagram and documentation

(iii) Field Services

Single server software installation, configuration and testing at CSG (5 days)

Single server with one workstation - installation and pre-production check at customer site (2 days)

Single IBM 4030 protocol converter installation

(iv) Education and Documentation

Total of 3 Seats in any mix of classes offered at a CSG training facility (Note 1).

1 seat in Financial Reporting & Accounting Practices (Financial Services) class at CSG Facility

1 seat in Video Service Provisioning (Addressability) class at CSG Facility

Total of 3 Instructor days at a customer site (T&E is reimbursable)

b) ACSR (web-enabled)

(i) Project Implementation Support (3-4 months duration)

Assigned project manager and product consultant (shared resources)

Requirements definition and project planning meeting

Project plan and customer specifications document

Ongoing project coordination, status reporting and post project review

(ii) Engineering

Network and single server sizing and configuration (single server)

Network requirements diagram and documentation

(iii) Education and Documentation

Total of 3 Seats in any mix of classes offered at a CSG training facility (Note 1).

1 seat in Financial Reporting & Accounting Practices (Financial Services) class at CSG Facility

1 seat in Video Service Provisioning (Addressability) class at CSG Facility

Total of 3 Instructor days at a customer site (T&E is reimbursable)

c) CIT (in addition to ACSR)

(i) Project Implementation Support (3-4 months duration)

Assigned project manager and product consultant (shared resources)

Requirements definition and project planning meeting

Project plan and customer specifications document

Ongoing project coordination, status reporting and post project review

133

CONFIDENTIAL AND PROPRIETARY INFORMATION - FOR USE BY AUTHORIZED EMPLOYEES

OF THE PARTIES HERETO ONLY AND IS NOT FOR GENERAL DISTRIBUTION

WITHIN OR OUTSIDE THEIR RESPECTIVE COMPANIES

“Confidential Treatment Requested and the Redacted Material has been separately filed with the Commission.”

(ii) Engineering

Sizing and configuration of CIT database

(iii) Field Services

Disk array assembly, software installation, configuration and testing at CSG (5 days)

Disk array installation and pre-production check at customer site (2 days)

(iii) Education

Total of 2 Seats in any mix of classes offered at a CSG training facility (Note 1).

CSG Documentation Library on CD-ROM includes CIT documentation

The following services are not included in the above packages, and may be provided by CSG for additional fees:

Additional workstation installation

Printer installation

Network interface cards/devices

Circuit installation

Remote site engineering services

Definition and implementation of all billing and financial management parameters

Custom report design and development

Operational system requirements and implementation

Coordination of all vendor activities pertaining to telephony operational network and database management

d) ACSR Module for HSD (In addition to ACSR)

• CSG shall provide three (3) days per quarter of on-site additional training for ACSR Module for HSD provided Customer provides CSG with three (3) weeks of advance notice. (T&E is reimbursable).

The following services are not included in the above packages, and may be provided by CSG for additional fees:

Individual workstation installation.

Printer installations

e) CSG Vantage

(i) Project Implementation Support (3-4 months duration)

Assigned project manager and product consultant (shared resources)

Requirements definition and project planning meeting

Project plan and customer specifications document

Ongoing project coordination, status reporting and post project review

(ii) Initial load of the CSG Vantage database

(iii) Unlimited phone support for installation of software

(iv)   Basic CSG Vantage training for up to eight (8) people, as space permits, at a regularly scheduled public training class at CSG’s facilities. Such training is valid for up to three (3) months from date of the initial Vantage database load and software installation. CSG Vantage documentation is provided during classroom instruction.

The following services are not included in the above package, and may be provided by CSG for additional fees:

• Certifying non-certified hardware/software environments

• Troubleshooting existing hardware/software environments (first hour is free for Designated Environments)

• On-site support as may be requested by Customer

134

CONFIDENTIAL AND PROPRIETARY INFORMATION - FOR USE BY AUTHORIZED EMPLOYEES

OF THE PARTIES HERETO ONLY AND IS NOT FOR GENERAL DISTRIBUTION

WITHIN OR OUTSIDE THEIR RESPECTIVE COMPANIES

“Confidential Treatment Requested and the Redacted Material has been separately filed with the Commission.”

• Query development

• Additional training services

• Vantage documentation when it is provided outside of classroom instruction

Note 1: For this Schedule G only, a “Seat” shall mean the right for one person to take a single CSG class offering. The class taken will be chosen by the student from the list of classes offered by the CSG Broadband Services Group only (Financial Services and Addressability classes and Vantage training are not included in these class offerings). For clarification purposes, a total of 2 Seats would allow a single student to take 2 different CSG classes or could be used by 2 different students to take a single class each. Student Seats and Instructor days are not interchangeable. Both student Seats and Instructor days expire sixty (60) days after the merge date of each System Site.

135

CONFIDENTIAL AND PROPRIETARY INFORMATION - FOR USE BY AUTHORIZED EMPLOYEES

OF THE PARTIES HERETO ONLY AND IS NOT FOR GENERAL DISTRIBUTION

WITHIN OR OUTSIDE THEIR RESPECTIVE COMPANIES

“Confidential Treatment Requested and the Redacted Material has been separately filed with the Commission.”

Schedule P

Comcast Authorization Schedule

CSG Document	Comcast Personnel	Title	Comment
Master Agreement & Amendments	**** **********	Senior VP of Administration
SOW / DSOW	** ****** **** ***** *** *******	Sr. Director of Information Systems VP of Information Systems VP of Billing Systems	Contract Administrator If ** ****** is not available If ** ****** is not available
LOA	****** ********* ** ****** ***** *****	Director of Billing Senior Director of Information Systems Manager of Information Systems	Technical Administrator Contract Administrator Designated by ** ******
SRF	****** ********* ***** ***** ** ******	Director of Billing Manager of Information Systems Senior Director of Information Systems	Technical Administrator Designated by ** ****** Contract Administrator
IPA	***** ***** ****** ********	Manager of Information Systems Software Support Rep	Designated by ** ****** Designated by ** ******
BRD	***** ***** ****** ********	Manager of Information Systems Software Support Rep	Designated by ** ****** Designated by ** ******
Billing Disputes	** ****** ******* ****	Senior Director of Information Systems Billing Operations Accounting Analyst	Contract Administrator Designated by ** ******

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CONFIDENTIAL AND PROPRIETARY INFORMATION - FOR USE BY AUTHORIZED EMPLOYEES

OF THE PARTIES HERETO ONLY AND IS NOT FOR GENERAL DISTRIBUTION

WITHIN OR OUTSIDE THEIR RESPECTIVE COMPANIES

EX-10.21

Exhibit 10.21

Pages where confidential treatment has been requested are stamped “Confidential Treatment Requested and the Redacted Material has been separately filed with the Commission,” and places where information has been redacted have been marked with (***).

CSG MASTER SUBSCRIBER MANAGEMENT SYSTEM AGREEMENT

This CSG MASTER SUBSCRIBER MANAGEMENT SYSTEM AGREEMENT (the “Agreement”) is entered into as of this 1^st day of April, 1999, between CSG Systems, Inc., a Delaware corporation with offices at 7887 E. Belleview Avenue, Suite 1000, Englewood, Colorado 80111 (“CSG”), and Echostar Satellite Corporation, a Colorado corporation with offices at 5701 Santa Fe Drive, Littleton, Colorado 80120 (“Customer”). CSG and Customer agree as follows:

WHEREAS, Customer desires to obtain from CSG, and CSG desires to grant to Customer, a license to use the products set forth below, which, along with any other CSG products subsequently licensed by CSG to Customer under this Agreement, are collectively referred to herein as the “Products,” and which are defined in Schedule B, including its Exhibits, attached hereto and incorporated herein.

ACSR^®

ACSR AOI

CSG Statement Express^™

XBOI^™

CSG Vantage^®

Customer Information Tracking^® (CIT^®)

Computer Based Training (CBT)

WHEREAS, Customer desires to obtain from CSG, and CSG desires to provide to Customer, the Services set forth below, which, along with any other CSG services subsequently provided by CSG to Customer under this Agreement, are collectively referred to herein as the “Services,” and which are defined in Schedule A, including its Exhibits, attached hereto and incorporated herein.

CCS^®

Technical Services

Print & Mail Services

Credit Verification Services

One Time and Recurring Credit Card Authorization Services

Electronic Payment Services (Paybill Advantage^®)

NOW THEREFORE, in consideration of the mutual promises and covenants contained herein, CSG and Customer agree as follows:

1. FEES AND EXPENSES. The Products and Services will be provided for the fees set forth in Schedule F. Customer shall also reimburse CSG for reasonable out-of-pocket expenses (“Reimbursable Expenses”), including travel and travel-related expenses, that are consistent with CSG’s standard travel reimbursement policies except in those instances where expenses are projected to exceed $***, where CSG shall obtain Customer’s prior written consent, and are incurred by CSG in connection with CSG’s performance of its obligations hereunder.

2. INVOICES. Customer shall pay amounts due hereunder that are not in good faith in dispute within ********** (**) days after the date of invoice therefor. Any amount that is not (in good faith) in dispute that is not paid when due shall thereafter bear interest until paid at a rate equal to the lesser of one and ********* percent (***) per month or the maximum rate allowed by applicable law.

3. TAXES. All undisputed amounts payable by Customer to CSG under this Agreement do not include any applicable use, sales, property or other taxes that may be assessable in connection with this Agreement. Customer will pay any taxes in addition to the amount due and payable. If Customer pays any such tax directly to the appropriate taxing authority, Customer shall furnish CSG with the official receipt of such payment. Notwithstanding the foregoing, Customer shall not, however, be liable for any franchise tax, net worth tax, or any other taxes based on, or measured by, CSG’s net income.

4. ADJUSTMENT TO FEES. CSG shall not increase any of the fees specified in this Agreement prior to the first anniversary date of the Effective Date (as defined in Section 18). Thereafter, upon ****** (**) days prior written notice, CSG may increase such fees annually by an amount equal to the lesser of three percent (**) or *** percent of the percentage

1

CONFIDENTIAL AND PROPRIETARY INFORMATION - FOR USE BY AUTHORIZED EMPLOYEES

OF THE PARTIES HERETO ONLY AND IS NOT FOR GENERAL DISTRIBUTION

WITHIN OR OUTSIDE THEIR RESPECTIVE COMPANIES

“Confidential Treatment Requested and the Redacted Material has been separately filed with the Commission.”

increase in the Consumer Price Index, Urban Consumers, All Cities Averaged 1982-84 Equals 100 during the prior calendar year as published by the U.S. Department of Labor or any successor index.

5. SHIPMENT. CSG will ship the Products and any incorporated third party software and any other third party software from its distribution center, subject to reasonable delays beyond CSG’s control. CSG and Customer will mutually select the method of shipment via tape or by electronic file transfer for Customer’s account. Customer’s license to the Products commences upon CSG’s delivery of the Products to the carrier for shipment to Customer. Upon timely notice by Customer to CSG, CSG will immediately replace, at CSG’s expense, any Products that are lost or damaged while in route to, or when received by, Customer.

6. EQUIPMENT PURCHASE.

(a) Customer is fully responsible for obtaining and installing all computer hardware, software, peripherals and necessary communications facilities, including, but not limited to servers, power supply, workstations, printers, concentrators, communications equipment and routers (the “Required Equipment”) that are necessary at Customer’s place of business in order for Customer to utilize the Services and the Products. Customer shall bear responsibility for the Required Equipment, including, but not limited to, the costs of procuring, installing, operating and maintaining such Required Equipment. At Customer’s request and subject to the terms and conditions of Schedule B, CSG will consult with, assist and advise Customer regarding Customer’s discharge of its responsibilities with respect to the Required Equipment, and CSG may obtain for Customer any Required Equipment at CSG’s then-current prices and on terms and conditions set forth in a separately executed purchase agreement.

(b) If necessary for Customer to receive the Products and/or Services, CSG may provide, at Customer’s option and expense, the required data communications line from CSG’s data processing center to each of Customer’s system site locations set forth in Schedule A and Exhibit B-1 (the “System Sites,” which Customer may amend from time to time), as appropriate. Customer shall pay all fees and charges in connection with the installation and use of and peripheral equipment related to the data communications line in accordance with the fees set forth in Schedule F.

7. PRODUCTS WARRANTIES AND REMEDIES.

(a) Limited Warranty. Except as otherwise provided herein (in Sections that include, but are not necessarily limited to, Sections 7, 8, and 9), CSG warrants that, upon and continuing after delivery for a period of ninety (90) days (the “Warranty Period”) the Products, and any Deliverables provided by CSG under Exhibit A-2, will conform to CSG’s published specifications in effect on the date of delivery or the specifications set forth in the applicable Statement of Work, and the Products and Deliverables will perform in a certified “Designated Environment” (as defined in Section 11) as described in the accompanying Documentation . CSG also warrants that the Services (including, but not limited to, the Technical Services as described in Exhibit A-2) will be performed in accordance with customary industry standards, and in a professional and workmanlike manner. Any third party software provided by CSG under this Agreement shall be provided AS IS, except if/and to the extent that the licensor of any third party software expressly provides a warranty to CSG for the benefit of CSG’s end - user customers, except for enhancements, modifications or changes to such third party software by CSG. CSG represents and Customer acknowledges that (i) the Products and any such third party software may not satisfy all of Customer’s requirements and (ii) the use of the Products and such third party software may not be uninterrupted or error-free. Customer further acknowledges that the fees and other charges contemplated under this Agreement are based on the limited warranty, disclaimers and limitation of liability specified in this Agreement (including, but not limited to this Section and Sections 8, 15, 16 and 17).

(b) Year 2000 Warranty. CSG warrants to Customer that, during the term of this Agreement and at no additional cost to Customer, the Products and Services will be Year 2000 Compliant. “Year 2000 Compliant” means that, when used in accordance with CSG’s specifications (including, but not limited to, the specifications set forth in the Designated Environment), the Products and Service will be able to accurately process date and date related data prior to, during and subsequent to the year 2000, including, but not limited to, leap years, and will not cause any material errors in data processing related to the turn of the century.

(c) Remedies. In case of breach of warranty (under Section 7) or any other duty related to the quality of the Products, Deliverables or Services, CSG or its representative will, subject to the confidentiality provisions of this Agreement, promptly correct or replace any defective Product or Deliverable or reperform the defective service, or if not practicable, CSG will accept the return of the defective Product or Deliverable and refund to Customer (i) the amount actually paid to CSG allocable

2

CONFIDENTIAL AND PROPRIETARY INFORMATION - FOR USE BY AUTHORIZED EMPLOYEES

OF THE PARTIES HERETO ONLY AND IS NOT FOR GENERAL DISTRIBUTION

WITHIN OR OUTSIDE THEIR RESPECTIVE COMPANIES

“Confidential Treatment Requested and the Redacted Material has been separately filed with the Commission.”

to the defective Product or Deliverable, and (ii) a pro rata share of the maintenance fees that Customer actually paid to CSG for the period that such Product or Deliverable was not usable. Any claim for a breach of the warranty provided under this Section 7 (of which Customer has actual knowledge or should reasonably be aware) shall be submitted to CSG within ninety (90) days of the event giving rise to the claim. Unless otherwise stated herein, Customer acknowledges that this Subsection 7(c) sets forth Customer’s exclusive remedy, and CSG‘s exclusive liability, for any breach of warranty or other duty related to the quality of the Products, Deliverables or Services. THE REMEDIES SET FORTH IN THIS PARAGRAPH ARE SUBJECT TO THE LIMITATION OF LIABILITY SET FORTH BELOW IN SECTION 17.

8. THIRD PARTY SOFTWARE. CSG represents and Customer acknowledges that the Products may incorporate certain third party software and documentation and that Customer’s rights and obligations with respect thereto are subject to any license terms that might accompany such third party software (the “Third Party Rights”). The fees, if any, for any such incorporated and other third party software are set forth in Schedule F. Customer will execute any reasonable additional documents that such vendors may require to enable CSG to deliver the incorporated and other third party software to Customer. CSG makes no warranty and provides no indemnity with respect to any such third party software, except if/and to the extent that the licensor of any third party software expressly provides a warranty or indemnity to CSG’s end-user customers. Maintenance and support of third party software is provided by the licensor of those products. Although CSG may assist with front-line support, CSG will have no liability with respect thereto and Customer must look solely to the licensor, except for modifications or changes to such incorporated and other third party software made by CSG. Unless otherwise stated herein, the fees for incorporated third party software are the responsibility of CSG.

9. THIRD PARTY LICENSES. CSG may provide Customer with Products, third party software and Services subject to patent or copyright licenses that third parties, including Ronald A. Katz Technology Licensing, L.P., have granted to CSG (the “Third Party Licenses”). CSG represents and Customer acknowledges that Customer receives no express or implied license under the Third Party Licenses other than the right to use the Products, any third party software and Services, as provided by CSG, in the direct broadcast satellite industry. Any modification of or addition to the Products, third party software or Services or combination with other software, hardware or services not made, provided or authorized in writing by CSG is not licensed under the Third Party Rights, expressly or impliedly, and may subject Customer and any third party supplier or service provider to an infringement claim. Neither Customer nor any third party will have any express or implied rights under the Third Party Licenses with respect to (i) any software, hardware or services provided by Customer not provided by CSG or (ii) any product or service provided by Customer other than through the authorized use of the Products, third party software or Services as provided by CSG.

10. MAINTENANCE AND SUPPORT.

(a) Standard Support Services. Following expiration of the Warranty Period through the term of this Agreement as set forth in Section 18, CSG will provide Customer its standard support and maintenance of the then-current version of each licensed Product which shall include any and all Updates (excluding any customization) (the “Support Services”). Included in the Support Services is support of the then-current version of the licensed Products via CSG’s Product Support Center, Account Management, publication updates, and the fixes and updates that CSG makes generally available as part of its maintenance and support packages (the “Updates”). If Customer is not utilizing the Products in a certified Designated Environment or Customer has added third party applications, unless such applications have been approved by CSG, Customer will be responsible for making all necessary modifications to such third party applications to ensure they function properly with the Updates. Custom software modifications are not included in Support Services as Updates, but are covered as Technical Services under Exhibit A-2. The Support Services do not include maintenance and support of any customization or any other third party software. The maintenance and support for any customization will be provided pursuant to the terms, conditions and fees set forth in a separately executed Statement of Work. The maintenance and support for third party products is provided by the licensor of those products. Although CSG may assist in this maintenance and support with front-line support, CSG will have no liability with respect thereto and Customer must look solely to the licensor.

(b) Limitation. Updates or Enhancements (as defined in Schedule B) to any Product will not include any upgrade or new version of the CSG Products that CSG decides, in its sole discretion, to make generally available as a separately priced item. CSG will not be required to (i) develop and release Updates or Enhancements (ii) customize the Updates or Enhancements to satisfy Customer’s particular requests or (iii) obtain Updates or Enhancements to any third party product. If an Update or Enhancement replaces a prior version of a Product, Customer shall, at its option, destroy or promptly return to CSG such prior version and all archival copies upon installing the Update or Enhancement.

3

CONFIDENTIAL AND PROPRIETARY INFORMATION - FOR USE BY AUTHORIZED EMPLOYEES

OF THE PARTIES HERETO ONLY AND IS NOT FOR GENERAL DISTRIBUTION

WITHIN OR OUTSIDE THEIR RESPECTIVE COMPANIES

“Confidential Treatment Requested and the Redacted Material has been separately filed with the Commission.”

11. DESIGNATED ENVIRONMENT. “Designated Environment” means the combination of the other computer programs and hardware equipment that CSG specifies for use with the Products as set forth in Schedule D, or otherwise approved by CSG in writing for Customer’s use with the Products at the system sites set forth in Exhibit B-1 (the “System Sites”). Customer may use the Products only in the Designated Environment and will be solely responsible for upgrading the Designated Environment to the specifications that CSG may provide from time to time. If Customer fails to do so or otherwise uses the Products outside the certified Designated Environment, CSG will have no obligation to continue maintaining and supporting the Products. As a condition to and upon execution of this Agreement, CSG shall certify the Designated Environment prior to the commencement of either party’s obligations under this Agreement, including CSG’s obligations to maintain and support the Products, which certification shall be consistent with the terms of this Agreement and not unreasonably withheld. Any other use or transfer of the Products will require CSG’s prior approval, which may be subject to additional charges. CSG will not have any responsibility or liability in connection with malfunctions or any damage resulting from any modification to the Products not authorized by CSG or any use of the Products in connection with software or hardware not included in a certified Designated Environment.

12. REPORTING. On a quarterly basis, within thirty (30) days of the end of every calendar quarter, Customer shall provide CSG with a quarterly report setting forth the then current number of subscribers processed by Customer using the Products and/or Services, and the number of concurrent users of the Products and any third party software by setting forth the number of workstations/seats utilizing each of the Products and any third party software.

13. INDEMNITY.

(a) CSG Rights. CSG represents and warrants that: (i) CSG owns or otherwise has the right to license all U.S. patents, copyrights, trade secrets and other proprietary rights in or to the Products, Services, Deliverables and/or third party software; (ii) the Products, Services and Deliverables do not infringe a U.S. patent, trademark, copyright, trade secret or any other proprietary right owned by a third party; and (iii) CSG possesses the legal right and authority to execute this Agreement and (iv) the execution of this Agreement will not violate any other material agreement or obligation by which CSG may be bound.

(b) Indemnity. Except as set forth in Section 8, if an action is brought against Customer claiming that the Products infringe a United States patent, copyright, trademark, trade secret or other proprietary right owned by a third person, CSG will defend Customer at CSG’s expense and pay any losses, claims, liabilities, damages and costs (including attorney’s fees) finally awarded to a third party and against Customer in the infringement action, but only if (i) Customer notifies CSG promptly upon learning that the claim might be asserted, (ii) CSG has sole control over the defense of the claim and any negotiation for its settlement or compromise and (iii) Customer reasonably cooperates with CSG at CSG’s expense in defending such claim.

(c) Additional Remedy. If a claim described in Section 13(b) may be or has been asserted, Customer will permit CSG, at CSG’s option and expense, to (i) procure the right to continue using the Product, (ii) replace or modify the Product to eliminate the infringement while providing functionally equivalent performance or (iii) accept the return of the Product and refund to Customer the amount of the fees actually paid to CSG and allocable for such Product, less amortization based on a 5-year straight-line amortization schedule and a pro rata share of any maintenance fees that Customer actually paid to CSG for the period that such Product was not usable.

(d) Limitation. CSG shall have no indemnity obligation to Customer under this Section if the infringement claim results from (i) a correction or modification of the Product not provided by CSG or without CSG’s knowledge and consent, (ii) the failure by Customer to promptly install an Update or Enhancement provided by CSG or (iii) the combination of the Product with other items not provided by CSG, and which may not be reasonably anticipated by CSG to be used by Customer or purchased by Customer pursuant to Section 6 herein.

14. MOST FAVORED NATIONS. The charges and fees under this Agreement (including software license, maintenance, and consultancy fees) will be comparable to charges by CSG to other customers whose primary business is providing Multi-Channel Video Programming Services, of like size and similar circumstances, who are subject to similar contract terms and conditions, including, but not limited to, terms and conditions regarding the number of subscribers, term of agreement and overall guaranteed revenue for products and services to CSG (“Similarly Situated Customers”). If CSG should enter into an agreement with a Similarly Situated Customer providing more favorable charges and fees for the same CCS products and services and Print and Mail products and services (“Favorable Charges”), CSG shall agree to offer Customer an opportunity to amend this

4

CONFIDENTIAL AND PROPRIETARY INFORMATION - FOR USE BY AUTHORIZED EMPLOYEES

OF THE PARTIES HERETO ONLY AND IS NOT FOR GENERAL DISTRIBUTION

WITHIN OR OUTSIDE THEIR RESPECTIVE COMPANIES

“Confidential Treatment Requested and the Redacted Material has been separately filed with the Commission.”

Agreement such that Customer benefits from such more Favorable Charges, but only if Customer agrees to be bound by all other material terms and conditions contained in such other more favorable agreement.

15. PAY-PER-VIEW LIABILITY.

(a) Notwithstanding anything to the contrary herein, and except for claims, losses, damages, or expenses incurred by Customer and indemnified by CSG under Section 13, CSG’s total liability for any and all claims, damages, losses or expenses incurred by Customer arising directly or indirectly out of CSG’s processing of pay-per-view information in connection with pay-per-view movies (“PPV Movies”) shall be limited to the fees actually received by CSG from Customer applicable to such pay-per-view processing services related to the specific PPV Movie giving rise to such liability.

(b) Notwithstanding anything to the contrary herein, and except for claims, losses, damages, or expenses incurred by Customer and indemnified by CSG under Section 13, CSG’s total liability for any claims, damages, losses or expenses incurred by Customer arising directly or indirectly out of CSG’s processing of pay-per-view information in connection with pay-per-view events other than PPV Movies (“PPV Events”) shall be limited to the direct damages actually incurred by Customer due solely to CSG’s negligence in the handling of such information, which liability in no event shall exceed *** ******* and ***** ******** dollars ($***) per PPV Event.

(c) In exchange for CSG’s assumption of risk and liability under this Section 15, Customer agrees that: (i) it will only hold CSG liable for losses, damages or expenses incurred by Customer in connection with the processing of a PPV Movie or PPV Event where the aggregate amount of loss, damage or expense incurred by Customer is ***** ******** dollars ($***) or higher; and (ii) CSG’s aggregate liability in connection with its processing of pay-per-view information shall not exceed $*** for any single PPV Movie or any single PPV Event, and CSG’s aggregate liability in connection with its processing of pay-per-view information for all PPV Movies and all PPV Events during any calendar quarter shall not exceed $***.

(d) Any amount paid by CSG to Customer in connection with CSG’s processing of pay-per-view information shall be in the form of a credit applied by CSG to Customer’s current account with CSG. Customer must notify CSG in writing within sixty (60) days of any event(s) giving rise to a claim under this Section 15; if proper notice is not received by CSG within such sixty (60) day period, then Customer agrees that CSG shall have no liability whatsoever for damages arising from CSG’s acts or omissions associated with pay per view activities unless CSG agrees in advance, in writing, to undertake such responsibilities. Any notice given hereunder by Customer shall contain all details necessary for CSG to issue a corrected bill. Both parties agree to use their commercially reasonable best efforts to collect any unbilled or otherwise uncollectable amounts that would give rise to CSG liability hereunder.

16. EXCLUSION OF CERTAIN WARRANTIES. EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT, ALL WARRANTIES, CONDITIONS, REPRESENTATIONS, INDEMNITIES AND GUARANTEES WITH RESPECT TO THE PRODUCTS, ANY THIRD PARTY SOFTWARE, AND THE SERVICES, WHETHER EXPRESS OR IMPLIED, ARISING BY LAW, CUSTOM, PRIOR ORAL OR WRITTEN STATEMENTS BY CSG, ITS AGENTS OR OTHERWISE (INCLUDING, BUT NOT LIMITED TO ANY WARRANTY OF MERCHANTABILITY, SATISFACTION, OR FITNESS FOR PARTICULAR PURPOSE) ARE HEREBY OVERRIDDEN, EXCLUDED AND DISCLAIMED. CUSTOMER ACKNOWLEDGES AND AGREES THAT THE PRODUCTS AND SERVICES BEING PROVIDED ARE NOT WARRANTED TO BE ERROR-FREE BUT CSG REPRESENTS THAT IT WILL USE REASONABLE COMMERICAL EFFORTS TO CORRECT SUCH ERRORS.

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CONFIDENTIAL AND PROPRIETARY INFORMATION - FOR USE BY AUTHORIZED EMPLOYEES

OF THE PARTIES HERETO ONLY AND IS NOT FOR GENERAL DISTRIBUTION

WITHIN OR OUTSIDE THEIR RESPECTIVE COMPANIES

“Confidential Treatment Requested and the Redacted Material has been separately filed with the Commission.”

17. NO CONSEQUENTIAL DAMAGES/LIMITATION OF LIABILITY. UNDER NO CIRCUMSTANCES WILL EITHER PARTY OR ITS RELATED PERSONS BE LIABLE TO THE OTHER PARTY, THEIR RESPECTIVE LICENSORS AND VENDORS BE LIABLE FOR ANY DAMAGES OTHER THAN DIRECT DAMAGES, SUCH AS CONSEQUENTIAL, INDIRECT, SPECIAL, PUNITIVE OR INCIDENTAL DAMAGES OR LOST PROFITS (EXCEPT FOR PROFITS LOST DUE SOLELY TO ACTS BY CSG DIRECTLY RESULTING IN THE UNAUTHORIZED DISCLOSURE OF CUSTOMER’S CUSTOMER LISTS), WHETHER FORESEEABLE OR UNFORESEEABLE, BASED ON THE OTHER PARTY’S CLAIMS OR THOSE OF ITS CUSTOMERS (INCLUDING, BUT NOT LIMITED TO, CLAIMS FOR LOSS OF DATA, GOODWILL, USE OF MONEY OR USE OF THE PRODUCTS, DELIVERABLES, OR SERVICES, THIRD PARTY SOFTWARE, RESULTING REPORTS, THEIR ACCURACY OR THEIR INTERPRETATION, INTERRUPTION IN USE OR AVAILABILITY OF DATA, STOPPAGE OF OTHER WORK OR IMPAIRMENT OF OTHER ASSETS), ARISING OUT OF BREACH OR FAILURE OF EXPRESS OR IMPLIED WARRANTY, BREACH OF CONTRACT, MISREPRESENTATION, NEGLIGENCE, STRICT LIABILITY IN TORT OR OTHERWISE. IN NO EVENT WILL THE AGGREGATE LIABILITY WHICH EITHER PARTY, ITS LICENSORS OR ITS VENDORS MAY INCUR IN ANY ACTION OR PROCEEDING EXCEED THE AMOUNT ACTUALLY PAID BY CUSTOMER ALLOCABLE TO THE SPECIFIC PRODUCT OR SERVICE INVOLVED THAT DIRECTLY CAUSED THE DAMAGE. DESPITE THE FOREGOING EXCLUSION AND LIMITATION, THIS SECTION WILL NOT APPLY TO THE EXTENT THAT APPLICABLE LAW SPECIFICALLY REQUIRES LIABILITY. NOR WILL THIS SECTION BE CONSTRUED OR APPLIED SO AS TO LIMIT OR REDUCE CUSTOMER’S FINANCIAL OBLIGATIONS HEREUNDER; OR AS TO LIMIT OR REDUCE CUSTOMER’S LIABILITY IN CONNECTION WITH INTENTIONAL OR GROSSLY NEGLIGENT ACTS WITH RESPECT TO THE PRODUCTS, SERVICES, DELIVERABLES OR THIRD PARTY SOFTWARE; OR TO LIMIT OR REDUCE CSG’S INDEMNIFICATION OBLIGATIONS UNDER SECTION 13.

18. TERM. This Agreement shall be effective on the date of execution by the parties (the “Effective Date”). Unless expiring on its terms or terminated pursuant to Section 19, this Agreement shall continue for a period of three (3) years from the Effective Date (the “Initial Term”) and may be extended for three (3) one (1) year terms (the “Additional Terms”) at Customer’s option with written notice to CSG delivered at least ninety (90) days prior to the expiration of the Initial Term or each one (1) year Additional Term, but in any case the term of this Agreement shall extend for the term of any license granted under an executed Schedule hereto; provided, however, that, such extension shall relate solely to those provisions of the Agreement that survive pursuant to Section 22 hereof. If CSG does not, at least 90 days prior to the expiration of the Initial Term or any Additional Term, receive from Customer written notice of Customer’s intent to extend this Agreement, this Agreement shall not be extended beyond its expiration. The term of any specific license for the Products and the term for any specific Services to be provided shall be set forth in the Schedules attached hereto and shall be effective from the date set forth therein and continue as provided for therein, unless terminated pursuant to Section 19 of this Agreement.

19. TERMINATION. This Agreement or any one or more of the Schedules attached hereto may be terminated for cause in its entirety or as it pertains to a particular Product or Service, as follows:

(a) If either party materially or repeatedly breaches any material term or condition of this Agreement, except for Customer’s obligation to pay fees, and fails either to substantially cure such breach within thirty (30) days after receiving written notice specifying the breach or, for those breaches which cannot reasonably be cured within thirty (30) days, promptly commence curing such breach and thereafter proceed with all due diligence to substantially cure such breach, then the party not in breach may, by giving written notice to the breaching party, terminate this Agreement, in its entirety or as it pertains to a particular Product or Service, as of a date specified in such notice of termination. All of the obligations of the parties contained in this Agreement, except for Customer’s obligation to pay fees (that are not in good faith in dispute), shall be deemed to have been performed in an acceptable manner unless the party not in breach provides the breaching party with written notice as stated above within sixty (60) days of the event giving rise to the breach; provided the party not in breach, knows or should have known about such breach.

(b) If Customer fails to pay when due any amounts owed hereunder (that are not in good faith in dispute) within thirty (30) days of receiving written notice thereof, CSG may, by giving written notice thereof to Customer, terminate this Agreement or at CSG’s option, CSG may terminate this Agreement as it pertains to any particular Product or Service, as of a date specified in such notice of termination.

(c) In the event that either party hereto becomes or is declared insolvent or bankrupt, is the subject of any proceedings related to its liquidation, insolvency or for the appointment of a receiver or similar officer for it, makes an assignment

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CONFIDENTIAL AND PROPRIETARY INFORMATION - FOR USE BY AUTHORIZED EMPLOYEES

OF THE PARTIES HERETO ONLY AND IS NOT FOR GENERAL DISTRIBUTION

WITHIN OR OUTSIDE THEIR RESPECTIVE COMPANIES

“Confidential Treatment Requested and the Redacted Material has been separately filed with the Commission.”

for the benefit of all or substantially all of its creditors, or enters into an agreement for the composition, extension or readjustment of all or substantially all of its obligations, then the other party hereto may, by giving written notice thereof to such party, terminate this Agreement as of the date specified in such notice of termination.

(d) If Customer materially breaches any material term or condition of Section 3 of Schedule B and fails to cure such default within thirty (30) days of receiving written notice specifying the default, CSG may, at CSG’s option, terminate this Agreement in its entirety or only as it pertains to a particular Product or Service, upon 30 days advance written notice and without judicial or administrative resolution. The foregoing sentence shall only apply, however, with respect to intentional or willful acts by Customer.

Upon the termination of the Agreement or any portion hereof for any reason, all rights granted to Customer under this Agreement with respect to the terminated Product or Service will cease, and Customer will promptly (i) purge all the Products from the Designated Environment and all of Customer’s other computer systems, storage media and other files; (ii) at Customer’s option either destroy or return to CSG the Products and all copies thereof; (iii) deliver to CSG an affidavit which certifies that Customer has complied with these termination obligations; and (iv) pay to CSG all fees (that are not in good faith in dispute) that are due pursuant to this Agreement, including, without limitation, the aggregate Minimum fees otherwise due and payable by Customer, as set forth in Schedule F.

20. TERMINATION ASSISTANCE. Upon expiration or earlier termination of this Agreement by either party for any reason, and provided that Customer has paid CSG any and all fees (that are not in good faith in dispute) and expenses due hereunder as of the date of termination or expiration, CSG will provide Customer reasonable termination assistance for up to one hundred eighty (180) days relating to the transition to another vendor. This termination assistance will be provided to Customer at CSG’s rates that are set forth in Schedule F. Customer will pay CSG, in advance, on the first day of each calendar month and as a condition to CSG’s obligation to provide termination assistance to Customer during that month, an amount equal to CSG’s reasonable estimate of the total amount payable to CSG for such termination assistance for that month.

21. CONFIDENTIALITY.

(a) Definition. Customer and CSG may reveal to each other information relating to each other’s business, the Products, Services and any third party software provided hereunder, which is confidential (the “Confidential Information”), and Customer acknowledges that confidentiality restrictions are imposed by CSG’s licensors or vendors. Confidential Information shall include, without limitation, all of Customer’s and CSG’s trade secrets, and all know-how, design, invention, plan or process and Customer’s data and information relating to Customer’s and CSG’s respective business operations, services, products, research and development, CSG’s vendors’ or licensors’ information and products, Customer’s Customer Lists and all other information that is marked “confidential” or “proprietary” prior to or upon disclosure, or which, if disclosed orally, is identified by the disclosing party at the time as being confidential or proprietary and is confirmed by the disclosing party as being Confidential Information in writing within thirty (30) days after its initial disclosure.

(b) Restrictions. Each party shall use its commercially reasonable efforts to maintain the confidentiality of such Confidential Information and not show or otherwise disclose such Confidential Information to any third parties, including, but not limited to, independent contractors and consultants, without the prior written consent of the disclosing party. CSG shall protect Customer’s Customer Lists with the same level of care as it utilizes to protect its own customer lists and shall not reveal any customer list information to any third party without the express prior written consent of Customer, which Customer may withhold in its absolute discretion. Each party shall use the Confidential Information solely for purposes of performing its obligations under this Agreement. Each party shall indemnify the other for any loss or damage the other party may sustain as a result of the wrongful use or disclosure by such party (or any employee, agent, licensee, contractor, assignee or delegate of the other party) of its Confidential Information. Both parties recognize that Customer’s Customer Lists represent valuable information of Customer and breach of the obligations of confidentiality will result in substantial likelihood of irreparable harm and injury to Customer for which monetary damages would be an inadequate remedy, and which damages would be difficult to measure. Accordingly, CSG agrees that Customer shall have the right, in addition to any other remedies available, to obtain immediate injunctive relief, as well as other equitable relief allowed by a court of competent jurisdiction. The first sentence of Section 17 sets forth those sole circumstances under which CSG may be liable in connection with the unauthorized disclosure of Customer’s Customer Lists. Neither party will allow the removal or defacement of any confidentiality or proprietary notice placed on the other party’s documentation or products. The placement of copyright notices on these items will not constitute publication or otherwise impair their confidential nature.

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CONFIDENTIAL AND PROPRIETARY INFORMATION - FOR USE BY AUTHORIZED EMPLOYEES

OF THE PARTIES HERETO ONLY AND IS NOT FOR GENERAL DISTRIBUTION

WITHIN OR OUTSIDE THEIR RESPECTIVE COMPANIES

“Confidential Treatment Requested and the Redacted Material has been separately filed with the Commission.”

(c) Disclosure. Neither party shall have any obligation to maintain the confidentiality of any Confidential Information which: (i) is or becomes publicly available by other than unauthorized disclosure by the receiving party; (ii) is independently developed by the receiving party; or (iii) is received from a third party who has lawfully obtained such Confidential Information without a confidentiality restriction. If required by any court of competent jurisdiction or other governmental authority, the receiving party may disclose to such authority, data, information or materials involving or pertaining to Confidential Information to the extent required by such order or authority, provided that the receiving party shall first have used its commercially reasonable efforts to obtain a protective order or other protection reasonably satisfactory to the disclosing party sufficient to maintain the confidentiality of such data, information or materials. If an unauthorized use or disclosure of Confidential Information occurs, the parties will take all steps which may be available to recover the documentation and/or products and to prevent their subsequent unauthorized use or dissemination.

(d) Limited Access. Each party shall limit the use and access of Confidential Information to such party’s bona fide employees or agents, including independent auditors and required governmental agencies, who have a need to know such information for purposes of conducting the receiving party’s business and who agree to comply with the use and non-disclosure restrictions applicable to the products and documentation under this Agreement. If requested, the receiving party shall cause such individuals to execute appropriate confidentiality agreements in favor of the disclosing party. Each party shall notify all employees and agents who have access to Confidential Information or to whom disclosure is made that the Confidential Information is the confidential, proprietary property of the disclosing party and shall instruct such employees and agents to maintain the Confidential Information in confidence.

22. SURVIVAL. Termination or expiration of this Agreement shall not impair either party’s then accrued rights, obligations, liabilities or remedies. Notwithstanding any other provisions of this Agreement to the contrary, the terms and conditions of those Sections that would logically survive the termination or expiration of this Agreement shall survive.

23. EXCLUSIVITY. While this Agreement is in effect, CSG shall be Customer’s sole and exclusive provider of billing products and services (including Print and Mail Services) related to Customer’s offerings of video services. If, during the term of this Agreement, Customer purchases, is assigned or otherwise acquires subscribers which are utilizing products and services of a third party vendor related to Customer’s video services, Customer shall use all commercially reasonable efforts to convert such subscribers to CSG’s billing services as soon as possible after the termination date of the agreement with such third party vendor. If, based on reasonable and practicable business and economic considerations, any such subscribers cannot be converted to CSG’s billing services within one hundred and eighty (180) days from the termination date of the agreement with such third party vendor, Customer agrees that such subscribers will nonetheless be subject to the terms and conditions of the agreement as of the termination date of such third party agreement, subject only to a mutually agreeable conversion schedule to be determined as soon as reasonably practicable. Nothing contained in this Section 23 shall entitle CSG to be the sole and exclusive provider of billing products and services in connection with subscribers or customers of any entity that is not a party of this Agreement (including, but not limited to, resellers of Customer’s direct broadcast satellite services).

24. NATURE OF RELATIONSHIP. In performing hereunder, both parties are acting as independent contractors and neither party undertakes to perform any obligation of the other, whether regulatory or contractual, or to assume any responsibility for the other’s business or operations. Customer understands and agrees that CSG may perform similar services for third parties and license same or similar products to third parties. Nothing in this Agreement shall be deemed to constitute a partnership or joint venture between CSG and Customer. Neither party shall hold itself out as having any authority to enter into any contract or create any obligation or liability on behalf of or binding upon the other party.

25. OWNERSHIP. Unless explicitly stated to the contrary in this Agreement, all trademarks, service marks, patents, copyrights, trade secrets and other proprietary rights in or related to the Products, the Deliverables (as defined under Schedule B), the incorporated third party software or any third party software delivered by CSG (collectively the “Software Products”) are and will remain the exclusive property of CSG or its licensors, whether or not specifically recognized or perfected under applicable law. Customer will not take any action that jeopardizes CSG’s or its licensor’s proprietary rights or acquire any right in the Software Products, except the limited use or other rights specified herein. Except as otherwise agreed upon in writing between CSG and Customer, CSG or its licensor will own all rights in any copy, translation, modification, adaptation or derivation of the Software Products, including any improvement or development thereof. Customer will obtain, at CSG’s reasonable request, the execution of any instrument that may be appropriate to assign these rights to CSG or its designee or perfect these rights in CSG’s or its licensor’s name.

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CONFIDENTIAL AND PROPRIETARY INFORMATION - FOR USE BY AUTHORIZED EMPLOYEES

OF THE PARTIES HERETO ONLY AND IS NOT FOR GENERAL DISTRIBUTION

WITHIN OR OUTSIDE THEIR RESPECTIVE COMPANIES

“Confidential Treatment Requested and the Redacted Material has been separately filed with the Commission.”

26. AUDIT. During the term of this Agreement and for twelve (12) months after its termination or expiration for any reason, upon not less than thirty (30) days prior written notice to CSG, and during normal business hours, Customer may conduct an audit of CSG’s records regarding Reimbursable Expenses and all other payments made by Customer to CSG to verify that Customer has paid the correct amounts during the preceding eighteen (18) month period. Any such audit will be at Customer’s expense and shall be conducted by an independent auditor who shall execute a confidentiality agreement with CSG (in form acceptable to CSG), and shall be conducted in accordance with generally accepted accounting principles. Should such an audit reveal that CSG overbilled Customer and Customer overpaid CSG an amount equal to or greater than five percent (5%) of the correct amount due during the period covered by the audit, CSG shall reimburse Customer for all reasonable costs incurred by Customer in performing the audit, and shall credit Customer’s account with CSG by an amount equal to the amount overbilled and overpaid. If, at the time of such audit, Customer has a zero (0) balance owed to CSG, CSG shall pay Customer for the amount overbilled and overpaid. The remedy for overpayment as set forth in this Section 26 shall represent CSG’s sole and exclusive liability and Customer’s sole and exclusive remedy in connection with any claim that CSG has overbilled and Customer has overpaid any amount under the Agreement.

27. INSPECTION. During the term of this Agreement and for twelve (12) months after its termination or expiration for any reason, CSG or its representative may, upon reasonable prior notice to Customer and during normal business hours, inspect the files, computer processors, equipment and facilities of Customer which are relevant to this Agreement during business hours to verify Customer’s compliance with this Agreement. While conducting such inspection, CSG or its representative will be entitled to copy any item that Customer possesses and which are or may be in violation of this Agreement. Any item that is copied pursuant to the previous sentence shall be subject to the confidentiality restrictions set forth in Section 21.

28. FORCE MAJEURE. Neither party will be liable for any failure or delay in performing an obligation under this Agreement that is due to causes beyond its reasonable control, including, but not limited to, fire, explosion, epidemics, earthquake, lightening, failures or fluctuations in electrical power or telecommunications equipment, accidents, floods, acts of God, the elements, war, civil disturbances, acts of civil or military authorities or the public enemy, fuel or energy shortages, acts or omissions of any common carrier, strikes, labor disputes, regulatory restrictions, restraining orders or decrees of any court, changes in law or regulation or other acts of governmental, transportation stoppages or slowdowns or the inability to procure parts or materials. These causes will not excuse Customer from paying accrued amounts due to CSG (and not in good faith in dispute) through any available lawful means acceptable to CSG.

29. ASSIGNMENT. Neither party may assign, delegate or otherwise transfer this Agreement or any of its rights or obligations hereunder without the other party’s prior approval, which approval will not be unreasonably withheld or delayed. Any attempt to do so without such approval will be void. Notwithstanding the foregoing, CSG may assign this Agreement, upon notice to Customer, to a related or unrelated person in connection with a transfer of all or substantially all of its stock or assets to a third party, and Customer hereby consents to such assignment in advance. Further, Customer may, upon notice to CSG, assign this Agreement to an affiliate of Customer or an entity that (i) demonstrates to CSG that it has the financial capability to perform hereunder; and (ii) expressly assumes in writing, in form acceptable to CSG, to assume all of Customer’s obligations hereunder.

30. NOTICES. Any notice or approval required or permitted under this Agreement will be in writing and will be sent by telefax, courier or mail, postage prepaid, to the address specified below or to any other address that may be designated by prior written notice. Any notice or approval delivered by telefax (with answer back) will be deemed to have been received the day it is sent. Any notice or approval sent by courier will be deemed received one day after its date of posting. Any notice or approval sent by mail will be deemed to have been received on the 5th business day after its date of posting.

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CONFIDENTIAL AND PROPRIETARY INFORMATION - FOR USE BY AUTHORIZED EMPLOYEES

OF THE PARTIES HERETO ONLY AND IS NOT FOR GENERAL DISTRIBUTION

WITHIN OR OUTSIDE THEIR RESPECTIVE COMPANIES

“Confidential Treatment Requested and the Redacted Material has been separately filed with the Commission.”

If to Customer:	If to CSG:
Echostar Satellite Corp.	CSG Systems, Inc.
5701 South Santa Fe Drive	7887 East Belleview, Suite 880
Littleton, CO 80120	Englewood, CO 80111
Tel: (303) 799-8222    Fax: (303) 723-2199	Tel: (303) 796-2850    Fax: (303) 796-2870
Attn: Purvish Kothari	Attn: President with a copy to General Counsel
Chief Information Officer and Sr. Vice President
	and a copy to:
and a copy to:
David Moskowitz	Associate Counsel 2525 N. 117th Ave.
Senior Vice President	Omaha, NE 68164
and General Counsel	Tel: (402) 431-7400    Fax: (402) 431-7226
Echostar Satellite Corp.
5701 South Santa Fe Drive
Littleton, CO 80120
Tel: (303) 799-8222    Fax: (303) 723-2199

31. SOURCE CODE. The parties agree that as soon as reasonably practicable after execution of this Agreement, they shall enter into an exhibit to CSG’s master escrow agreement with CSG’s escrow agent upon terms mutually acceptable to the parties that provide adequate protection of the confidentiality and intellectual property rights of CSG and its third party vendors, and provides reasonable assurance to Customer that the source code will be released upon any triggering event, as set forth in the exhibit. Customer shall pay all costs associated with the establishment, enrollment and maintenance of the escrow account(s) (but not any attorneys’ fee or legal administrative cost in connection therewith). Customer may only use any source code released in accordance with the previous sentence for the purpose of providing internal support and maintenance of the applicable CSG Product licensed hereunder for its use in connection with the CCS Services so long as Customer is not in default of this Agreement, and may not distribute the source code outside of Customer’s organization for any purpose whatsoever.

32. LEGAL ACTIONS. This Agreement shall be governed and construed in accordance with the laws of the State of Colorado, without reference to its conflicts of law rules. Exclusive jurisdiction for all disputes under, or relating to this Agreement, shall be in the county, state or federal courts located within the State of Colorado.

33. MISCELLANEOUS. Any waiver or modification of this Agreement will not be effective unless executed in writing and signed by both parties. This Agreement will bind Customer’s and CSG’s successors-in-interest. If any provision of this Agreement is held to be unenforceable, in whole or in part, such holding will not affect the validity of the other provisions of this Agreement. This Agreement, together with the Schedules, Exhibits and attachments hereto which are hereby incorporated into this Agreement by this reference, constitutes the complete and entire statement of all conditions and representations of the agreement between CSG and Customer with respect to its subject matter and supersedes all prior writings or understandings.

THIS AGREEMENT IS NOT EFFECTIVE UNTIL SIGNED ON BEHALF OF BOTH PARTIES.

IN WITNESS WHEREOF, the parties have executed this Agreement the day and year first above written.

CSG Systems, Inc. (“CSG”)		Echostar Satellite Corporation (“Customer”)
By:	/s/ Edward C. Nafus	By:	/s/ Purvish C. Kothari
Name:	Edward C. Nafus	Name:	Purvish C. Kothari
Title:	Pres., Broadband Services	Title:	Chief Information Officer & Sr. Vice President

10

CONFIDENTIAL AND PROPRIETARY INFORMATION - FOR USE BY AUTHORIZED EMPLOYEES

OF THE PARTIES HERETO ONLY AND IS NOT FOR GENERAL DISTRIBUTION

WITHIN OR OUTSIDE THEIR RESPECTIVE COMPANIES

“Confidential Treatment Requested and the Redacted Material has been separately filed with the Commission.”

SCHEDULE A

Services and System Sites

1. Services. Pursuant to the terms and conditions of the Agreement (including, but not limited to, the attached Exhibits), CSG agrees to provide to Customer, and Customer agrees to purchase from CSG, the Services set forth below, at the System Sites also set forth below (to which list of System Sites may be added additional System Sites pursuant to amendments to this Agreement executed by the parties subsequent to the date of this Agreement):

2. Reliance on Information. In providing any Services, CSG shall be entitled to rely upon and act in accordance with any instructions, guidelines, data or information provided to CSG by Customer, which Customer designates in writing to CSG to provide such instructions, guidelines or information, and shall incur no liability in doing so. Customer shall indemnify, defend and hold CSG, its third party vendors, directors, officers and employees harmless from any and all third party claims, losses, actions, suits, proceedings or judgments, including, without limitation, costs and reasonable attorneys’ fees, incurred by or assessed against such parties resulting, in whole or in part from (i) except for CSG’s gross negligence or unlawful misconduct, any action or failure to act by CSG in reliance on any instruction, approval, election, decision, action, inaction, omission or nonperformance by Customer, its officers, directors, shareholders, employees and agents relating to the Services, or (ii) any information or data provided to CSG by Customer in connection with the Services.

Service	System Site
CCS	Littleton, CO
	Thornton, CO
	McKees Port, PA
Technical Services	(same)
Print & Mail Services	(same)
Credit Verification Services	(same)
One Time and Recurring Credit Card Authorization Services	(same)
Electronic Payment Services (Paybill Advantage)	(same)

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CONFIDENTIAL AND PROPRIETARY INFORMATION - FOR USE BY AUTHORIZED EMPLOYEES

OF THE PARTIES HERETO ONLY AND IS NOT FOR GENERAL DISTRIBUTION

WITHIN OR OUTSIDE THEIR RESPECTIVE COMPANIES

“Confidential Treatment Requested and the Redacted Material has been separately filed with the Commission.”

EXHIBIT A-1

CCS Services

1. CCS Services. Customer will purchase from CSG Customer’s requirements for billing services (the “CCS Services”) for Customer’s subscriber accounts using CSG’s CCS system. The CCS Services will provide Customer with an on-line terminal facility (not the terminals themselves), service bureau access to CCS processing software, adequate computer time and other mechanical data processing services as more specifically described in the user documents: the User Guide, User Data File Manual, User Training Manual, Conversion Manual, Operations Guide, and Customer Bulletins issued by CSG (the “Documentation”). Customer’s personnel shall enter payments and non-monetary changes on terminal(s) located at Customer’s offices, or provide CSG payment information on magnetic tape or electronic record in CSG’s format. CSG and Customer acknowledge and agree that the Documentation describing the CCS Services is subject to ongoing review and modification.

2. Implementation/Conversion Services and Fees. CSG shall provide services as described in Schedule D in connection with Customer’s conversion of each System Site and for those added by mutual agreement of the parties to CSG’s data processing system subsequent to the execution of this Agreement (the “Implementation/Conversion Services”). For System Sites added to Schedule A subsequent to the Effective Date of this Agreement, Customer shall pay CSG the fees set forth in Schedule F for the Implementation/Conversion Services.

3. Deconversion Services and Fees. If Customer sells, transfers, assigns or disposes of any of the assets of or any ownership or management interest in any System Site (the “Disposed Site(s)”), Customer agrees to pay CSG the per set deconversion tape fee and the fees for processing and deconverting subscribers, including on-line access fees, as set forth in Schedule F, which amounts shall be due and payable thirty (30) days prior to the intended deconversion of any such Disposed Site(s) from the CCS Services. CSG shall be under no obligation or liability to provide any deconversion tapes or records until all amounts due hereunder, and as otherwise provided in the Agreement, shall have been paid in full.

4. Optional and Ancillary Services. At Customer’s request, CSG shall provide optional and ancillary services, including but not limited to any described in Schedule F at CSG’s then-current prices, or as may otherwise be set forth in Schedule F, and where applicable on the terms and conditions set forth in separately executed Schedules to the Agreement.

5. Customer Information. Any original documents, data and files provided to CSG hereunder by Customer (“Customer Data”) are and shall remain Customer’s property, and upon termination of this Agreement for any reason or deconversion of any System Site, such Customer Data shall be returned to Customer by CSG, subject to the payment of CSG’s then-current rates for processing and delivering the Customer Data, any applicable deconversion fees required under Section 4 hereof and all unpaid charges for services and equipment, if any, including late charges incurred by Customer. Customer Data will not be utilized by CSG for any purpose other than those purposes related to rendering the services to Customer under the Agreement. Data to be returned to Customer includes: Subscriber Master File (including Work Orders, Converters and General Ledger), Computer-Produced Reports (reflecting activity during period of 90 days immediately prior to termination), House Master File, and any other related data or files held by CSG on behalf of Customer.

Agreed and accepted this 1st day of April, 1999, by:

CSG SYSTEMS, INC. (“CSG”)		ECHOSTAR SATELLITE CORPORATION (“Customer”)
By:	/s/ Edward C. Nafus	By:	/s/ Purvish C. Kothari

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CONFIDENTIAL AND PROPRIETARY INFORMATION - FOR USE BY AUTHORIZED EMPLOYEES

OF THE PARTIES HERETO ONLY AND IS NOT FOR GENERAL DISTRIBUTION

WITHIN OR OUTSIDE THEIR RESPECTIVE COMPANIES

“Confidential Treatment Requested and the Redacted Material has been separately filed with the Commission.”

EXHIBIT A-2

Technical Services

1. General. Customer hereby hires CSG, and CSG hereby agrees, to provide Customer with the design, development and/or other consulting services described in a Statement of Work, as defined in Section 2 (collectively, the “Technical Services”) as its independent contractor.

2. Technical Services.

(a) Statements of Work. CSG and Customer will execute a Statement of Work for each design, development and/or other consulting project that Customer wants CSG to undertake. CSG and Customer acknowledge that all Statements of Work will form an integral part of this Agreement.

(b) Location and Access. CSG may perform the Technical Services at Customer’s premises, CSG’s premises or such other premises that Customer and CSG may deem appropriate. Customer will permit CSG to have reasonable access to Customer’s premises, personnel and computer equipment for the purposes of performing the Technical Services at Customer’s premises.

(c) Insurance. CSG will be solely responsible for obtaining and maintaining appropriate insurance coverage for its activities under this Exhibit A-2, including, but not limited to, comprehensive general liability (bodily injury and property damage) insurance and professional liability insurance.

3. Fees and Expenses. Customer will pay CSG any Project Fees set forth in a Statement of Work, as well as any Reimbursable Expenses incurred in connection with Technical Services performed by CSG, in accordance with the terms and conditions of the Agreement.

4. Intellectual Property. All patents, copyrights, trade secrets or other proprietary rights in or to the work product that CSG may create for Customer under this Exhibit A-2 (the “Deliverables”), including, but not limited to, any ideas, concepts, inventions or techniques that CSG may use, conceive or first reduce to practice in connection with the Technical Services, are and will be the exclusive property of CSG. During and after the term of this Agreement, CSG and Customer will execute the instruments that may be appropriate or necessary to give full legal effect to this Section 4.

6. Delivery of Items. Upon the expiration or termination of this Agreement for any reason, Customer will promptly pay CSG the Project Fees and Reimbursable Expenses that may be due and outstanding for the Technical Services and Deliverables that CSG has performed, following which CSG and Customer will deliver to the other all notebooks, documentation and other items that contain, in whole or in part, any Confidential Information that either party disclosed to the other in performance of the Technical Services.

7. DBS Product and Service Developments. If, during the term of this Agreement, Customer requires development assistance in connection with functionality requirements in the direct broadcast satellite industry that Customer determines are important to its business operations, CSG agrees that it shall assist Customer, taking into account all of CSG’s reasonable and practicable business considerations with respect to an agreement involving the provision of any such development assistance. Such assistance performed by CSG would be performed on a time and materials basis, at the rates set forth in Schedule F and CSG shall use all commercially reasonable efforts to complete such efforts on an expeditious basis.

8. Non-Solicitation. During the term of this Agreement and for 12 months after its termination, neither Customer nor CSG will, without the other party’s prior approval, solicit or hire any employee of the other party (or its related persons) who has been directly involved in either party’s performance under this Agreement.

Agreed and accepted this 1st day of April, 1999, by:

CSG SYSTEMS, INC. (“CSG”)		ECHOSTAR SATELLITE CORPORATION (“Customer”)
By:	/s/ Edward C. Nafus	By:	/s/ Purvish C. Kothari

13

CONFIDENTIAL AND PROPRIETARY INFORMATION - FOR USE BY AUTHORIZED EMPLOYEES

OF THE PARTIES HERETO ONLY AND IS NOT FOR GENERAL DISTRIBUTION

WITHIN OR OUTSIDE THEIR RESPECTIVE COMPANIES

“Confidential Treatment Requested and the Redacted Material has been separately filed with the Commission.”

EXHIBIT A-3

Print and Mail Services

1. Services. CSG will provide to Customer, and Customer will purchase from CSG, Customer’s requirements for the printing and mailing of monthly statements to Customer’s subscribers. Such services to be performed by CSG are referred to as the “Print and Mail Services.”

2. Postage. CSG shall purchase the postage required to mail statements to Customer’s subscribers (“Subscriber Statements”), notification letters generated by CSG, past due notices and other materials mailed by CSG on behalf of Customer. Customer shall pay CSG for all postage expenses incurred in the performance of the Print and Mail Services in accordance with Schedule F.

3. Reserved.

4. Ancillary Services. At Customer’s request, CSG shall provide the ancillary services described in Schedule F attached hereto (the “Ancillary Services”) for the fees set forth in Schedule F.

5. Enhanced Statement Presentation Services. CSG shall develop a customized billing statement (the “ESP Statement”) for Customer’s subscribers utilizing CSG’s enhanced statement presentation (“ESP”) services. Customer agrees that CSG’s ESP services shall be Customer’s sole and exclusive method of printing and mailing Subscriber Statements. The ESP Statements may include CSG’s or Customer’s intellectual property. “Customer’s Intellectual Property” means the trademarks, service marks, other indicia of origin, copyrighted material and art work owned or licensed by Customer that CSG may use in connection with designing, producing and mailing ESP Statements and performing its other obligations pursuant to this Agreement. “CSG’s Intellectual Property” means trademarks, service marks, other indicia of origin, copyrighted material and art work owned or licensed by CSG and maintained in CSG’s public library that may be used in connection with designing, producing and mailing ESP Statements.

(a) Development and Production of ESP Statements. CSG will perform the design, development and programming services related to design and use of the ESP Statements (the “Work”), which will contain Customer’s and CSG’s Intellectual Property and include the Development Fee to be paid by Customer. CSG will create the work product deliverables (the “Work Product”) set forth in a separately executed and mutually agreed upon ESP Work Order (the “Work Order”) or Statement of Work. Except with respect to Customer’s Intellectual Property, Customer agrees that the Work and Work Product shall be the sole and exclusive property of CSG. Customer shall have no proprietary interest in the Work Product or in CSG’s billing and management information software and technology and agrees that the Work Product is not a work specially ordered and commissioned for use as a contribution to a collective work and is not a work made for hire pursuant to United States copyright law. After CSG has completed the Work and the Work Product, CSG will produce ESP Statements for Customer.

(b) Supplies. CSG will suggest and Customer will select the type and quality of the paper stock, carrier envelopes and remittance envelopes for the ESP Statements (the “Supplies”). CSG shall purchase Customer’s requirements of Supplies necessary for production and mailing of the ESP Statements. CSG shall charge Customer the rates set forth in Schedule F for purchase of Supplies.

(c) Right of Customer’s Intellectual Property. Customer provides to CSG a non-exclusive right to use all of Customer’s Intellectual Property necessary to design, produce and mail the ESP Statements, directly or indirectly for the term of this Agreement. Customer represents and warrants that it owns or has licensed all of Customer’s Intellectual Property and has full power and authority to grant CSG the license set forth herein and that CSG’s use of Customer’s Intellectual Property on ESP Statements will not constitute a misuse or infringement of Customer’s Intellectual Property or an infringement of the rights of any third party. Customer will use best efforts to maintain its rights to use and license Customer’s Intellectual Property and will immediately advise CSG of the loss of Customer’s right to use any of Customer’s Intellectual Property, of all copyright and other notices that must be used in connection with Customer’s Intellectual Property, and of any restrictions on use of Customer’s Intellectual Property relevant to CSG’s activities hereunder.

(d) Indemnification Relating to ESP Statements. Customer shall indemnify, defend and hold CSG harmless from any direct claims, demands, liabilities, losses, damages, judgments or settlements, including all reasonable costs and expenses related

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CONFIDENTIAL AND PROPRIETARY INFORMATION - FOR USE BY AUTHORIZED EMPLOYEES

OF THE PARTIES HERETO ONLY AND IS NOT FOR GENERAL DISTRIBUTION

WITHIN OR OUTSIDE THEIR RESPECTIVE COMPANIES

“Confidential Treatment Requested and the Redacted Material has been separately filed with the Commission.”

thereto (including attorneys’ fees), directly or indirectly resulting from Customer’s breach of any representation or warranty under this Section 5, and the Work Product, except for those arising out of CSG Intellectual Property.

6. Per Cycle Minimum. For each month that this Agreement is in effect, Customer must maintain per each billing cycle a minimum of four thousand (4000) subscribers receiving Subscriber Statements. Should individual billing cycles fall below the minimum, CSG will charge Customer the applicable set up fees defined in Schedule F attached hereto. Customer must have a minimum of four (4) cycles per month but no more than twenty-eight (28) cycles per month.

7. Deposit. At least seven (7) days prior to CSG’s commencement of the Print and Mail Services, Customer shall pay CSG a security deposit (the “Deposit”) for the payment of the expenses described in Sections 2 and 3 of this Exhibit A-3 (the “Disbursements”). The Deposit will equal the estimated amount of Disbursements for one (1) month as reasonably determined by CSG based upon the project volume of applicable services to be performed monthly by CSG. If Customer incurs Disbursements greater than the Deposit for any month, Customer shall, within thirty (30) days of receipt of a request from CSG to increase the Deposit, pay CSG the additional amount to be added to the Deposit. If Customer fails to pay the additional amount requested within such 30-day period, CSG may terminate this Agreement pursuant to Section 19. Upon written request from Customer, CSG will return to Customer a portion of the Deposit if the Disbursements incurred by Customer on a monthly basis are less than the Deposit for three (3) consecutive months. In addition to the foregoing, CSG shall have the right to apply the Deposit to the payment of any invoice from CSG which remains unpaid during the term of this Agreement and in connection with which CSG has not received written notice that the invoice is in good faith in dispute, and Customer agrees to replenish any such Deposit amount as set forth above. Any portion of the Deposit that remains after the payment of all amounts due to CSG following the termination or expiration of this Agreement will be returned to Customer. Customer shall not be entitled to receive interest on the Deposit while it is maintained by CSG.

Agreed and accepted this 1^st day of April, 1999, by:

CSG SYSTEMS, INC. (“CSG”)		ECHOSTAR SATELLITE CORPORATION (“Customer”)
By:	/s/ Edward C. Nafus	By:	/s/ Purvish C. Kothari

15

CONFIDENTIAL AND PROPRIETARY INFORMATION - FOR USE BY AUTHORIZED EMPLOYEES

OF THE PARTIES HERETO ONLY AND IS NOT FOR GENERAL DISTRIBUTION

WITHIN OR OUTSIDE THEIR RESPECTIVE COMPANIES

“Confidential Treatment Requested and the Redacted Material has been separately filed with the Commission.”

EXHIBIT A-4

Financial Services

1. Services. For the fees set forth in Schedule F, Customer shall receive the following Financial Services: Credit Verification Services, Paybill Advantage, One Time and Recurring Credit Card Authorization Services.

2. Compliance with Laws. Both parties will comply in all material respects with all federal, state and local laws and regulations pertaining to consumer credit information (including, without limitation, the Fair Credit Reporting Act, 15 USC, §1681, et seq.), electronic processing and any other financial activity related to the Services, provided by CSG under this Exhibit A-4. In the event of clear evidence of fraudulent activity by either party, all Services under this Exhibit A-4 will be discontinued immediately.

3. Records. CSG shall maintain records of the transactions it performs under this Exhibit A-4, but shall not be liable for any damage, loss of data, delays and errors in connection with Services provided under this Exhibit A-4 that are beyond its reasonable control.

CSG SYSTEMS, INC. (“CSG”)		ECHOSTAR SATELLITE CORPORATION (“Customer”)
By:	/s/ Edward C. Nafus	By:	/s/ Purvish C. Kothari

Agreed and accepted this 1st day of April, 1999.

16

CONFIDENTIAL AND PROPRIETARY INFORMATION - FOR USE BY AUTHORIZED EMPLOYEES

OF THE PARTIES HERETO ONLY AND IS NOT FOR GENERAL DISTRIBUTION

WITHIN OR OUTSIDE THEIR RESPECTIVE COMPANIES

“Confidential Treatment Requested and the Redacted Material has been separately filed with the Commission.”

EXHIBIT A-4(a)

Electronic Payment Services (Paybill Advantage^®)

1. Electronic Payment Services. CSG will provide to Customer, and Customer will purchase from CSG Customer’s requirements for its billing services, including backup security for Customer’s data, to support electronic bill paying services as set forth in Section 2 below (the “Basic Services”) for Customer’s subscriber accounts that elect to utilize Customer’s electronic bill payment services (the “Subscribers”).

2. Basic Services

(a) Consumer Debits. Each Subscriber will have the option to preauthorize a debit to either their checking account or savings account for a predetermined date of Customer’s choosing each month. CSG or, if applicable, its third party provider of the Basic Services or Additional Services, as defined in Section 3 below (the “Vendor”) will be responsible for the disbursement, remittance and settlement of all funds. Vendor will create and submit a preauthorized payment disbursement (“Debit”) according to the standards of the National Automated Clearing House Association (“NACHA”) containing a debit record for Subscribers who have preauthorized monthly Debits to be made from checking or savings accounts on a day designated by Customer each month. Vendor will submit to an automated clearing house, through an originating depository financial institution, data in the required form for the collection of the monthly payments from Subscribers bank accounts, which will be effected on the collection date, or if that date is not a banking day, the first banking day after such date. Each Debit will be submitted so as to effect the payment on the designated date.

(b) Credit of Remittances. Vendor will prepare a lockbox file reporting each processing Subscriber payment between 6:00 a.m. and 8:00 p.m. on the day the payments settle to Customer’s account. This file will be used to post the Subscriber payments to the Subscriber accounts.

(c) Enrollment Process. Each Subscriber will be required to complete a registration card which authorizes his respective bank to post Vendor Debit transactions to his respective bank checking account or savings account. Each Subscriber will also enclose a voided copy of his personal check and mail the enrollment and check to either Vendor or Customer directly based on Customer’s requirements. If the form is sent to Customer, then Customer will be responsible for sending it to the Vendor. Vendor will enter the enrollment information into its database within 2 business days of receipt by Vendor. Vendor will attempt to contact Customer twice or the Subscriber once regarding any input that cannot be processed. A report stating add/update/delete of Subscribers will be generated for the Customer each business day for which input is processed and sent to Customer. An ACH prenote will be initiated the day the form is processed or the day after the form is processed. The first Debit will be initiated on the appropriate date to effect the Debit on the Subscriber selected Debit date.

(d) Automatic Preauthorized Payments. Vendor shall provide automatic payment deduction which will occur monthly on a date predetermined by Customer. Vendor will query the CSG system after 8:00 p.m. Central Standard Time three days prior to the date the deduction is scheduled to take place to determine the proper Debit amount. If the statement balance is less than the current balance, the statement balance will be used. If the statement balance is greater than the current balance, then the current balance will be used. If the designated date for deduction falls on a weekend and/or holiday, the deduction will not occur until the next scheduled banking day.

(e) Settlement. Vendor will credit Customer’s designated account (“Customer’s Settlement Account”) for the gross ACH collection to provide available funds at opening of business on the first banking day after the Subscriber’s actual payment date. ACH payments will settle each banking day that Customer has selected. Debits to Corporate Customer Return Account for returns as described below will be made separately from credit for payments processed from Subscribers. A record of returns will be maintained on-line for 12 months. Customer may establish reasonable parameters for revoking Subscribers’ automatic privileges. Vendor will automatically suspend any accounts that exceed the established parameters and report such actions to the Customer on a daily basis.

(f) Settlement of Returns. Vendor will settle daily returns against a Vendor account. Settlement with Customer will be done daily. Each day for which there are returns, Vendor will initiate a Debit to the Customer’s specified account for the total amount of Debits received by Vendor that day. This Debit will settle into the Customer’s specified account within two days,

17

CONFIDENTIAL AND PROPRIETARY INFORMATION - FOR USE BY AUTHORIZED EMPLOYEES

OF THE PARTIES HERETO ONLY AND IS NOT FOR GENERAL DISTRIBUTION

WITHIN OR OUTSIDE THEIR RESPECTIVE COMPANIES

“Confidential Treatment Requested and the Redacted Material has been separately filed with the Commission.”

but no later, after the day the returns settle against the Vendor account. First time NSF returns that are deposited by Vendor will not be debited to the Customer’s specified account.

(g) Subscriber Depository Trust. Vendor shall utilize its Vendor Subscriber depository trust settlement account for all transfers of funds relating to the Vendor Services performed by Vendor on behalf of Customer and its Subscribers. Funds relating to Vendor Services performed by Vendor on behalf of Customer and its Subscribers under this Agreement shall be segregated from operational funds of Vendor in accordance with the terms and conditions of the Vendor Subscriber Depository Trust Agreement.

(h) Record Keeping. Vendor will maintain records of all Subscribers’ bill payment activity and transaction billing costs. On-line transactions include scheduled transactions, 90 days of payment history and Subscribers’ personal data. Billing information will be on a monthly basis to CSG or on demand by Customer. Miscellaneous records pertaining to inquiries, other than inquiries pursuant to Federal Reserve Regulation E, will be maintained by Vendor. Records of all bill payment activity shall be retained for a period of at least seven years following the date of any bill payment or any other transaction of other applicable regulatory requirement, whichever is greater. Upon written request, Vendor shall make such records available for examination by CSG or Customer and/or federal or state regulatory authorities.

3. Additional Services. If Customer desires CSG to provide other services in addition to the Basic Services, the parties agree to negotiate in good faith with respect to the terms and conditions (including without limitation, pricing) on which such services shall be provided. Such services include, but are not limited to (i) special computer runs or reports, special accounting and information applications; and (ii) data processing and related forms and supplies and equipment other than those provided as standard pursuant to this Agreement (the “Additional Services”). The description of any such additional services, and any other terms and conditions related thereto, shall be set forth in an amendment to this Agreement signed and dated by both parties. Unless otherwise agreed in writing by the parties in such amendment any such additional services shall be subject to the terms of this Exhibit A-4(a).

4. Subscriber Authorization. Customer shall obtain from each Subscriber the proper documents authorizing automatic transfers to and from such Subscriber’s savings account, checking account or bank card account. Customer will provide only valid authorizations for processing.

5. Review of Reports. To maintain system integrity, Customer will inspect and review all reports and output created from information transferred or delivered by CSG and reject all incorrect reports within five (5) business day after receipt thereof for daily reports and within ten (10) business days after receipt thereof for other than daily reports. Failure to timely reject any report or output shall constitute acceptance thereof, and Customer shall be deemed to have waived its rights and assumed all risks with respect thereto.

6. Collection Data. Customer shall update Subscriber account balance information to provide necessary data for the Basic Services and Additional Services and shall ensure through periodic checks and updates that the data is current and accurate at all times.

7. Settlement of Returns. Customer is ultimately responsible when using the daily settlement process as described herein, to cover on a daily basis all return debits incurred by Vendor and in the event collections have ceased, Customer shall pay within ten (10) days any unfunded return amounts not funded to cover all remaining return debits.

8. Vendor Banks. Customer acknowledges and agrees that this Exhibit A-4(a) is only between Customer and CSG and, that as a result (a) Customer gains no relationship with institutions used by Vendor to originate payments on behalf of Customer (“Vendor Bank(s)”); (b) Customer has no authority to make withdrawals or transfers of any funds from Vendor Bank(s); (c) Vendor Bank(s) have no obligation to maintain or provide Customer any separate records or account of Customer’s funds under this Exhibit A-4(a); (d) Customer agrees to look solely to CSG or its Vendor for information relating to payments processed and settlement of Customer’s funds under this Exhibit A-4(a); and (e) Vendor Bank(s) make no representations or warranties, express or implied, of any kind with respect tot the services provided by Vendor Bank(s) or Vendor including, without limitation, those of merchantability and fitness for a particular purpose, which are disclaimed by Vendor Bank(s), to the extent such disclaimers are permitted by law.

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CONFIDENTIAL AND PROPRIETARY INFORMATION - FOR USE BY AUTHORIZED EMPLOYEES

OF THE PARTIES HERETO ONLY AND IS NOT FOR GENERAL DISTRIBUTION

WITHIN OR OUTSIDE THEIR RESPECTIVE COMPANIES

“Confidential Treatment Requested and the Redacted Material has been separately filed with the Commission.”

9. Subscriber Reports. If Customer requests that CSG provide Customer with a tape containing information regarding Customer’s Subscribers and related banking information and payment data, then Customer shall pay CSG’s then current rates for such tape.

Agreed and accepted this 1st day of April, 1999, by:

CSG SYSTEMS, INC. (“CSG”)		ECHOSTAR SATELLITE CORPORATION (“Customer”)
By:	/s/ Edward C. Nafus	By:	/s/ Purvish C. Kothari

19

CONFIDENTIAL AND PROPRIETARY INFORMATION - FOR USE BY AUTHORIZED EMPLOYEES

OF THE PARTIES HERETO ONLY AND IS NOT FOR GENERAL DISTRIBUTION

WITHIN OR OUTSIDE THEIR RESPECTIVE COMPANIES

“Confidential Treatment Requested and the Redacted Material has been separately filed with the Commission.”

EXHIBIT A-4(c)

Credit Verification Services

1. Credit Verification Services. CSG will provide to Customer, and Customer will purchase from CSG, Customer’s requirements for those consumer credit information, scoring services or other data stored in CSG’s vendors consumer credit reporting database, that are identified as Basic Services in Exhibit A-4(c)(i) (the “Credit Verification Services”) for Customer’s subscriber accounts that elect to utilize Customer’s Credit Verification Services (the “Subscribers”).

2. Use of Credit Information. Customer hereby agrees that it will request credit information received from CSG solely for said Customer’s use in connection with (i) credit transactions between Customer and the consumers to whom the credit information relates, (ii) employment purposes, (iii) underwriting of insurance, (iv) collection activity, (v) government licensing, or for other “permissible purposes” as defined by the FCRA, and will neither request nor use any such information for any other purpose.

3. Confidential Treatment. Customer will take reasonable precautions to assure that consumer credit information will be held in strict confidence and disclosed only to those of its respective employees whose duties reasonably relate to the legitimate business purposes for which the information is requested or used to those to whom it may permissibly resell consumer reports hereunder.

4. Intellectual Property.

(a) No License. Customer will not acquire any patent rights, copyright interest, or other right, claim, or interest in the computer programs, forms, schedules, manuals, or other proprietary items utilized or provided by CSG in connection with the Credit Verification Services.

(b) Restrictions on Use. Customer will not use or permit its respective employees, agents and subcontractors to use the trademarks, service marks, logos, names, or any other proprietary designations of CSG’s provider of the Credit Verification Services (the “Vendor”) or its affiliates, whether registered or unregistered, without the Vendor’s prior written consent.

(c) Ownership of Credit Data. Customer acknowledges that all information contained in the consumer credit information database is and will continue to be the exclusive property of the Vendor. Except for the uses specified in this Agreement, nothing contained in this Exhibit A-4(c) shall be deemed to convey to Customer any right, title or interest in or to the consumer credit information database or any part thereof.

CSG SYSTEMS, INC. (“CSG”)		ECHOSTAR SATELLITE CORPORATION (“Customer”)
By:	/s/ Edward C. Nafus	By:	/s/ Purvish C. Kothari

Agreed and accepted this 1st day of April, 1999.

20

CONFIDENTIAL AND PROPRIETARY INFORMATION - FOR USE BY AUTHORIZED EMPLOYEES

OF THE PARTIES HERETO ONLY AND IS NOT FOR GENERAL DISTRIBUTION

WITHIN OR OUTSIDE THEIR RESPECTIVE COMPANIES

“Confidential Treatment Requested and the Redacted Material has been separately filed with the Commission.”

EXHIBIT A-4(c)(i)

Basic Services

Experian Interface:

Basic

ID Verification - a one-position character and corresponding description, indicating the comparison results of Input Name and SSN to the Response Name and Address. Values are as follows:

0 ID matches to data supplied.

1 ID matches (plus other names).

2 ID does not match to data supplied.

3 ID flagged as deceased person

4 ID has never been issued

5 No record found

Social Security Number - Most recent SSN on file.

Birth Date and Deceased Date - Displays if SSN is identified as deceased or non-issued.

Address Alert - An optional one-character field with values as follows:

Y Hit on Non-Residential Area.

N No Hit on Non-Residential Address.

X Not Requested - or - Address was Not Found.

Public Alert - one-position fields with descriptions which indicate:

Bankruptcy

Judgment

Tax Lien

Bankruptcy Dismissed or Discharged

Judgment Satisfied or Vacated

Tax lien Released

“Additional Names and Addresses Exist” Field.

This two-digit field displays the number of additional names and addresses found in the database for the input subscriber information.

If this value is “01” or greater, a maximum of six additional names and addresses can be viewed.

Enhanced

The following fields are included in the above fields to create the Enhanced Service:

Credit Score - a five position code(four positions are numeric and the fifth position is an alpha value of N (Negative), P (Positive)), followed by a 60 position treatment description as Customer defined in the CCS user data file.

* Not all fields are available on every record.

21

CONFIDENTIAL AND PROPRIETARY INFORMATION - FOR USE BY AUTHORIZED EMPLOYEES

OF THE PARTIES HERETO ONLY AND IS NOT FOR GENERAL DISTRIBUTION

WITHIN OR OUTSIDE THEIR RESPECTIVE COMPANIES

“Confidential Treatment Requested and the Redacted Material has been separately filed with the Commission.”

SCHEDULE B

Products

1. License. CSG grants Customer, and Customer accepts from CSG, a non-exclusive and non-transferable perpetual right to use the software products set forth in Exhibit B-1, as more fully described in Exhibit B-1(a) (the “ Products”) at the System Sites and number of workstations set forth in Exhibit B-1, in the Designated Environment, for the fees set forth in Schedule F, and subject to the terms and conditions of the Agreement.

2. CSG Products. “Products” includes (i) the machine-readable object code version of the Product software (collectively, the “Software”), whether embedded on disc, tape or other media; (ii) the published user manuals and documentation that CSG may make generally available for the Software (the “Documentation”), (iii) the fixes, updates, upgrades or new versions of the Software or Documentation that CSG may provide to Customer under this Schedule B (the “Enhancements”), and (v) any copy of the Software, Documentation or Enhancements. Except as noted in Section 31 herein, nothing in this Schedule B will entitle Customer to receive the source code of the Software or Enhancements, in whole or in part.

3. Use. Unless explicitly stated to the contrary herein, and in addition to the restrictions on use and/or terms and conditions set forth in Section 4 below, Customer may use the Products only in object code form, and only for Customer’s own internal purposes and business operations with the Services for providing accounting and billing services to its subscribers or services related thereto. If third party products are provided to Customer as part of the Products, by opening the package containing the third party product or downloading it, Customer agrees to be bound by the terms of the third party’s standard license. Customer will not use the Products to provide any such service to or on behalf of any third parties in a service bureau capacity and will not permit any other person to use the Products, whether on a time-sharing, remote job entry or other multiple user arrangement. Customer will not install the Software, Enhancements or Customization (as defined in Section 4 below) on a network or other multi-user computer system unless otherwise specified in the Exhibits to this Schedule, in which case the Designated Environment may be used to provide database or file services to other of Customer’s computers across the network, up to the number of workstations specified in Exhibit B-1. Backup and recovery plans or backup and recovery software is not included with the Products. Any Customer documents, data and files are and shall remain Customer’s property; and therefore, Customer is solely responsible for its own backup and recovery plan(s) for its data stored within the Designated Environment or utilized within the Products. Customer may make only one back-up archival copy of the Software, Enhancements or Customization for each System Site set forth in Exhibit B-1. Customer will reproduce all confidentiality and proprietary notices on each of these copies and maintain an accurate record of the location of each of these copies. Customer will not otherwise copy, translate, modify, adapt, decompile, disassemble or reverse engineer the Products, except as and to the extent expressly authorized by applicable law. Customer shall not publish any results of benchmark tests run on the Products.

4. Product Specific Terms and Conditions. The restrictions and/or terms and conditions set forth below apply with respect to certain Products.

[NOT APPLICABLE]

Agreed and accepted this 1st day of April, 1999, by:

CSG SYSTEMS, INC. (“CSG”)		ECHOSTAR SATELLITE CORPORATION (“Customer”)
By:	/s/ Edward C. Nafus	By:	/s/ Purvish C. Kothari

22

CONFIDENTIAL AND PROPRIETARY INFORMATION - FOR USE BY AUTHORIZED EMPLOYEES

OF THE PARTIES HERETO ONLY AND IS NOT FOR GENERAL DISTRIBUTION

WITHIN OR OUTSIDE THEIR RESPECTIVE COMPANIES

“Confidential Treatment Requested and the Redacted Material has been separately filed with the Commission.”

EXHIBIT B-1

CSG Products, System Sites and Workstations

CSG Product	System Sites	Workstations
ACSR	Thornton, CO	2,845	*
	McKees Port, PA
	Littleton, CO
ACSR AOI	(same)	2,845	*
XBOI	(same)	2,845	*
CSG Statement Express	(same)	2,845
CSG Vantage	(same)	30	**
CIT	(same)	2,845

* 2,000 currently licensed under previous agreement between CSG and Customer.

** 30 currently licensed under previous agreement between CSG and Customer.

Agreed and accepted this 1^st day of April, 1999, by:

CSG SYSTEMS, INC. (“CSG”)		ECHOSTAR SATELLITE CORPORATION (“Customer”)
By:	/s/ Edward C. Nafus	By:	/s/ Purvish C. Kothari

23

CONFIDENTIAL AND PROPRIETARY INFORMATION - FOR USE BY AUTHORIZED EMPLOYEES

OF THE PARTIES HERETO ONLY AND IS NOT FOR GENERAL DISTRIBUTION

WITHIN OR OUTSIDE THEIR RESPECTIVE COMPANIES

“Confidential Treatment Requested and the Redacted Material has been separately filed with the Commission.”

EXHIBIT B-1(a)

CSG Product Description

Advanced Customer Service Representative (ACSR). ACSR is a graphical user interface for CSG’s CCS service bureau subscriber management system. ACSR significantly reduces training time and eliminates the need for CSRs to memorize transactions and codes. CSRs instead may access reference tools, help screens and subscriber data. ACSR ensures that accounts can be serviced by the same CSR and enables CSRs to communicate with one another through a self contained messaging system. ACSR is designed so that module based functionality such as CIT can be added as needed.

ACSR AOI. ACSR AOI is an application object interface that allows third party applications to be used in conjunction with ACSR.

CSG Statement Express. CSG Statement Express electronically stores, retrieves and prints an ESP statement exactly as it appears to subscribers, including customized statement messages and advertisements. Statements are available within forty-eight (48) hours of printing, making the images available to Customer Service Representatives before subscribers. CSG Statement Express works in either a stand-alone capacity or integrated with ACSR.

XBOI. XBOI (active business object interface) is an application programming interface (API) into the ACSR domain layer. The ACSR domain layer has all the transaction logic allowing it to communicate with CCS and populate domain objects. XBOI includes CSG’s published and required documentation and software that enables customers to develop various interfaces into the XBOI API

CSG Vantage. CSG Vantage is a database which enables customers to evaluate product and service performance, conduct customer analysis and lifetime values, and transform raw data into real-time reports and graphs.

Customer Information Tracking (CIT). CIT is a module offered with ACSR that provides enhanced methods for tracking the interaction with the customer base. It provides note taking functionality as well as an interaction history feature that allows specific actions to be recorded in a transaction history log. CIT also allows for the scheduling of customer call backs. These call backs can be reviewed by management as well as moved between CSR’s.

Computer Based Training (CBT). Computer Based Training (“CBT”) is Software which may be downloaded onto Customer’s workstation to provide training and instruction on use of various CCS Products.

24

CONFIDENTIAL AND PROPRIETARY INFORMATION - FOR USE BY AUTHORIZED EMPLOYEES

OF THE PARTIES HERETO ONLY AND IS NOT FOR GENERAL DISTRIBUTION

WITHIN OR OUTSIDE THEIR RESPECTIVE COMPANIES

“Confidential Treatment Requested and the Redacted Material has been separately filed with the Commission.”

SCHEDULE D

CCS Conversion and Product Installation

1. Conversion. The conversion services set forth below are provided for the fees set forth in Schedule F:

a) Conversions with Subscriber Counts of Less Than 10,000. Customer will receive the following manual conversion services and will be responsible for all data entry:

• File Set up

• Manual data entry instructions/procedures

• 2 seats in New Client class at CSG

• 1 seat in Train-the-Trainer class at CSG

• 1 CD-ROM copy of class materials with rights to duplicate for internal training only

• 3 months CCS CBT access and complementary job aids

• CSG Documentation Library on CD-ROM (1 per site)

• For Databases over 10K subscribers, CSG will offer the following:

Programmatic Load of House Data

Programmatic Load of Converter Data

b) Conversions with Subscriber Counts of 10,000 - 59,999. Customer will receive the following programmatic conversion services:

(i) Initial Visit

• Overview of the conversion/implementation process, including tasks, timeline and responsible parties

• Establish and/or review corporate standards as they relate to User Data File, code tables, Service Codes and Report settings

• Develop Conversion specifications (fields, values, variables used on current billing processor and how will be converted to CCS)

(ii) Pre-Conversion Review

• Review set up of User Data File, code tables and reports

• Review pricing and taxing structure of video site

• Review and approve conversion implementation specifications

• review statement file settings

• Assist the site with defining new policies or procedures pertaining to the billing system

(iii) Post Conversion

• Audit converted data the morning after merge

• Coordinate input of accumulated backlog (work orders, payments, adjustments and PPV)

• Review exceptions created through conversion/implementation process and take necessary action

• Review pricing and taxing structure Balance cash \

• Review reports and assist with determining needs for daily distribution

• Review and release first cycle of generated statements

(iv) Third Week

• Review reports

• Assist with month-end financial balancing

• Provide potential solutions for day to day procedural issues (e.g., work order printing, routing, dispatch, converted inventory)

25

CONFIDENTIAL AND PROPRIETARY INFORMATION - FOR USE BY AUTHORIZED EMPLOYEES

OF THE PARTIES HERETO ONLY AND IS NOT FOR GENERAL DISTRIBUTION

WITHIN OR OUTSIDE THEIR RESPECTIVE COMPANIES

“Confidential Treatment Requested and the Redacted Material has been separately filed with the Commission.”

(iv) Database Cleanup

• Homes Passed

Street names, suffixes (street, avenue) standardized in accordance with U.S. P.S. records

Nine digit zip code established where applicable

Bar-coding of ZIP+4 for statements

Identification of duplicate addresses provided for customer attention

• Converter Database

Identification of duplicate serial numbers and location of associated converters

Identification of duplicate terminal addresses (prom numbers)

Identification of invalid model or serial numbers

• Subscriber Database

Identification of existing service, discount or campaign codes

Identification of subscribers receiving free services

Identification of invalid phone numbers

(v) Training and Documentation

• 3 seats in New Client class at CSG

• 2 seats in Train-the-Trainer class at CSG

• 1 seat in System Support class at CSG

• 1 CD-ROM copy of class materials with rights to duplicate for internal training only

• 3 months CCS CBT access and job aids

• Test system to provide “hands on” training during pre-production

• 1 CCS Conversion Manual

• 1 CSG Documentation Library on CD-ROM (1 per site)

c) Conversions with Subscriber Counts of 60,000- 119,999. Customer will receive the services set forth in Section (b) above, except regarding Training and Documentation as follows:

(v) Training and Documentation

• 4 seats in New Client class at CSG

• 3 seats in Train-the-Trainer class at CSG

• 3 seats in System Support class at CSG

• 2 CD-ROM copies of class materials with rights to duplicate for internal training only

• 3 months CCS CBT access and job aids

• Test system to provide “hands on” training during pre-production

• 1 CCS Conversion Manual

• 1 CSG Documentation Library on CD-ROM (1 per site)

d) Conversions with Subscriber Counts Greater than 120,000. Customer will receive the services set forth in Section (c) above, except regarding Training and Documentation as follows:

(v) Training and Documentation

• 5 seats in New Client class at CSG

• 4 seats in Train-the-Trainer class at CSG

• 4 seat in System Support class at CSG

• 2 CD-ROM copies of class materials with rights to duplicate for internal training only

• 3 months CCS CBT access and job aids

• Test system to provide “hands on” training during pre-production

• 1 CCS Conversion Manual

• 1 CSG Documentation Library on CD-ROM (1 per site)

26

CONFIDENTIAL AND PROPRIETARY INFORMATION - FOR USE BY AUTHORIZED EMPLOYEES

OF THE PARTIES HERETO ONLY AND IS NOT FOR GENERAL DISTRIBUTION

WITHIN OR OUTSIDE THEIR RESPECTIVE COMPANIES

“Confidential Treatment Requested and the Redacted Material has been separately filed with the Commission.”

2. Installation. The following Product installation services are provided for the fees set forth in Schedule F.

(a) ACSR

(i) Project Implementation Support (3-4 months duration)

Assigned project manager and product consultant (shared resources)

Requirements definition and project planning meeting

Project plan and customer specifications document

Ongoing project coordination, status reporting and post project review

(ii) Engineering

Site survey (1 day - single location)

Network and single server sizing and configuration (single server)

Network requirements diagram and documentation

(iii) Field Services

Single server software installation, configuration and testing at CSG (5 days)

Single server with one workstation - installation and pre-production check at customer site (2 days)

Single IBM 4030 protocol converter installation

(iv) Training and Documentation

1 seat in ACSR/CCS Technical Overview class

1 seat in Financial Reporting & Accounting Practices class

1 seat in Video Service Provisioning (Addressability) class

CSG Documentation Library on CD-ROM includes ACSR documentation

(b) CSG Vantage

(i) Initial load of the Vantage data base.

(ii) Unlimited phone support for installation of hardware and software that is certified by CSG Systems, Inc.

(iii) For non-certified environments, CSG Systems, Inc. will provide the necessary phone support to determine if the non-certified environment can or should be certified

(iv) If the environment is deemed certifiable, the costs associated with certifying the environment will be communicated to the customer.

(v) On-site assistance by CSG can be provided upon customer request.

(vi) Basic Vantage training at a regularly scheduled Omaha training class, as space permits; at as scheduled regional training class, as space permits; Basic Vantage training at a customer requested time and/or location is available on request.

(c) CIT (in addition to ACSR)

(i) Engineering

Sizing and configuration of CIT database

(ii) Field Services

Disk array assembly, software installation, configuration and testing at CSG (5 days)

Disk array installation and pre-production check at customer site (2 days)

(iii) Training

1 Trainer Day of on-site training on CIT product (applies only to current ACSR customers upgrading to CIT)

CSG Documentation Library on CD-ROM includes CIT documentation

The following services are not included in the above packages, and may be provided by CSG for additional fees:

Additional workstation installation

27

CONFIDENTIAL AND PROPRIETARY INFORMATION - FOR USE BY AUTHORIZED EMPLOYEES

OF THE PARTIES HERETO ONLY AND IS NOT FOR GENERAL DISTRIBUTION

WITHIN OR OUTSIDE THEIR RESPECTIVE COMPANIES

“Confidential Treatment Requested and the Redacted Material has been separately filed with the Commission.”

Printer installation

Network interface cards/devices

Circuit installation

Remote site engineering services

Definition and implementation of all billing and financial management parameters

Custom report design and development

Operational system requirements and implementation

Coordination of all vendor activities pertaining to telephony operational network and database management

28

CONFIDENTIAL AND PROPRIETARY INFORMATION - FOR USE BY AUTHORIZED EMPLOYEES

OF THE PARTIES HERETO ONLY AND IS NOT FOR GENERAL DISTRIBUTION

WITHIN OR OUTSIDE THEIR RESPECTIVE COMPANIES

“Confidential Treatment Requested and the Redacted Material has been separately filed with the Commission.”

SCHEDULE E

ACSR Designated Environment

Notes: The following applies only in regards to the CSG Products actually licensed by Customer under Schedule B and may be subject to change as the specified hardware configuration cannot be completely identified and certified until after the business requirements of Customer are determined during the pre-install visit.

The Support Services do not include support of the CSG Products if used outside the certified Designated Environment (i.e. other hardware, software, or other modifications have been introduced by Customer that are outside the certified Designated Environment). In such a case, CSG may agree to provide customized technical support for CSG’s then-current fees for such services.

Product Compatibility Matrix - (Yes indicates the product is available on the indicated client workstation platform; date indicates the estimated date available)

Product Family:

• ACSR

• Customer Interaction Tracking (CIT)

• ACSR Telephony

• Computer Based Training (CBT)

• Application Object Interface (AOI)

Product Compatibility Matrix - (Yes indicates the product is available on the indicated client workstation platform; date indicates the estimated date available)

Product	Windows NT		Apple Macintosh		SUN Solaris		Windows 95
ACSR	Yes		(2	)	Yes		Yes
CIT	Yes (1	)	(2	)	(3	)	Yes
Telephony	Yes		No		No		No
ACSR CBT	Yes		No		Yes		Yes
CIT CBT	Yes		No		Yes		Yes
Telephony CBT	Yes		N/A		N/A		N/A
AOI w/DDE	Yes		N/A		N/A		Yes
AOI w/TCPIP	Yes		(2	)	Yes		Yes

⁽¹⁾ CIT coexistence with Telephony (no Telephony specific functionality)

⁽²⁾ Available under existing contracts only

⁽³⁾ Availability subject to Statement of Work (SOW) to convert application to SUN Solaris

Year 2000 Note

All information in this document regarding Year 2000 readiness (will not suffer disruptions or failures due to the Year 2000) is based on statements supplied to CSG by vendors of the third party products and is indicated in italics. CSG has not verified these statements, CSG is not the source of the readiness statements, and the statements are based on information supplied by the vendor or supplier. CSG has evaluated and/or tested the statements and/or products provided by the vendor, except as noted, and believes the readiness statements to be accurate. However, the statements shall not, in any manner, be construed or interpreted as any kind of warranty or representation by CSG related to the third party products and is subject to change without notice.

29

CONFIDENTIAL AND PROPRIETARY INFORMATION - FOR USE BY AUTHORIZED EMPLOYEES

OF THE PARTIES HERETO ONLY AND IS NOT FOR GENERAL DISTRIBUTION

WITHIN OR OUTSIDE THEIR RESPECTIVE COMPANIES

“Confidential Treatment Requested and the Redacted Material has been separately filed with the Commission.”

ACSR Designated Environment

Client Workstation Hardware, Memory, and Video

Windows NT & 95 Platform Hardware: Compaq, IBM and Dell Business Class computers with Intel Pentium, Pentium II and Celeron processors designated as Microsoft Windows NT certified and Year 2000 ready are supported for the Windows 95 and NT ACSR platforms. Six examples are shown below:

• Compaq Deskpro 2000 Pentium (133 MHz minimum) [supported, no longer sold].

ROM type 586C with firmware upgrade sp3237.exe or later or ROM type 586M

(Other ROM types - check with manufacturer for Year 2000 readiness information)

• IBM PC350 Pentium (133 MHz minimum) [supported, no longer sold].

ROM type 6571, 6581, 6573, & 6583 with upgrade lejt62a.exe or higher or ROM type 6576 and 6586 with upgrade lpjt63a.exe

(Other ROM types - check with manufacturer for Year 2000 readiness information)

• IBM PC300PL Pentium (200 MHz) - Replacement for discontinued model PC350

• Compaq Deskpro 4000N Pentium 233 MHz [Windows NT version 4.0 platform only]

ROM type 586V

(Other ROM types - check with manufacturer for Year 2000 readiness information)

• Compaq Deskpro EN Series 6350MX/6400/32 Pentium II (350 MHz)

• Dell OptiPlex P6350 (100MHz FSB) GX1/M+ Pentium II (350 MHz)

Compaq, IBM and Dell have web pages containing information on Year 2000 readiness of their PCs, including older models. For your reference, the WWW addresses are:

Compaq	http://www.compaq.com/
IBM	http://www.ibm.com/
Dell	http://www.dell.com/

UNIX Platform Hardware: Sun Ultra 5

Macintosh Platform Hardware: Apple 7600 Power Macintosh

Note: CD ROM recommended for all workstations except Compaq Deskpro 4000N

Workstation Minimum Memory (RAM)

• 32MB (with Windows 95 and UNIX SUN Solaris) – Assumes ACSR is the only application running on the desktop. Clients running additional desktop applications are recommended to have 64 MB

• 64MB (with Windows NT version 4.0 and Apple Macintosh)

Workstation Minimum Hard Drive Space

• 1.2 Gigabyte of Hard Drive space available for ACSR

Workstation Minimum Video Requirements

• Minimum video resolution supported 1024 x 768 x 256 colors, small font

• Minimum 15” SVGA monitor (17” for Apple MAC)

Workstation Software

Windows NT and 95 workstations:

• Microsoft Windows NT version 4.0 w/ Service Pack 3 and Year 2000 fixes. [note: Telephony workstations running Telephony Back Office require 32 bit drivers]

30

CONFIDENTIAL AND PROPRIETARY INFORMATION - FOR USE BY AUTHORIZED EMPLOYEES

OF THE PARTIES HERETO ONLY AND IS NOT FOR GENERAL DISTRIBUTION

WITHIN OR OUTSIDE THEIR RESPECTIVE COMPANIES

“Confidential Treatment Requested and the Redacted Material has been separately filed with the Commission.”

ACSR Designated Environment

• Microsoft Windows NT version 4.0 w/Service Pack 4 (Pending CSG testing and approval for ACSR environment – expected by 06/99. Refer to www.csgsys.com or 1-877-Y2K-CSGS (toll-free) for the latest status. [note: Telephony workstations running ACSR Telephony Back Office require 32 bit drivers]

• NetManage Chameleon Hostlink version 7.0.2 (with Windows NT or 95)

• Microsoft Windows 95 w/ OSR 2.5, 4.00.1111 and WIN95Y2K.EXE applied.

UNIX SUN Solaris workstations:

• Solaris version for workstations:

v2.5.1 w/ Specified Patches (Refer to www.csgsys.com or 1-877-Y2K-CSGS (toll-free) for the latest updates)

or

• v2.6 (Pending CSG testing and approval for ACSR environment – expected by 5/99. Refer to www.csgsys.com or 1-877-Y2K-CSGS (toll-free) for the latest status)

• Brixton 3270 client for Solaris in the HLLAPI environment - v3.0.1.15 with brxtn3287 patch.

• Open Windows

Apple Macintosh workstations:

• Macintosh Operating System version 7.6.1

• Macintosh Irma version 5.11

Additional Workstation Software to Support Telephony:

(Note: Telephony workstations running ACSR Telephony Back Office require 32 bit drivers)

• Oracle SQL*NET v2.3.4.0.0 for NT runtime (with Windows NT)

• Oracle SQL Forms v5.0.6.8.0 for NT runtime (with Windows NT)

• Forest & Trees^® Builders Edition v4.1 or v5.01 (with Windows NT) (Optional reporting tool for PCs doing reporting queries)

Additional Workstation Software to Support CIT:

• Oracle SQL*NET v2.1.4.1.4 runtime (with NT or 95) (For PCs with Forest & Trees)

• Forest & Trees^® Builders Edition v4.1 or v 5.01 (with Windows NT or 95) (Optional reporting tool for PCs doing reporting queries)

ACSR Server(s)

• Ultra Sparc 2

• SUN Ultra 10 model 300

• SUN Ultra 2, models 1200 and 2200

• SUN Enterprise models 250, 450, 3000, 4000 and 5000 PROM v3.2.9 or earlier requires Patch 103346-08

• SUN Ultra 5

• SUN ES250

(Server model, number of CPUs, memory, and disk storage are based on individual customer requirements. A CD ROM drive is required for all servers)

ACSR/CIT Server(s) Array

• Hardware – Sun SSA Models 112, 114, and 214

31

CONFIDENTIAL AND PROPRIETARY INFORMATION - FOR USE BY AUTHORIZED EMPLOYEES

OF THE PARTIES HERETO ONLY AND IS NOT FOR GENERAL DISTRIBUTION

WITHIN OR OUTSIDE THEIR RESPECTIVE COMPANIES

“Confidential Treatment Requested and the Redacted Material has been separately filed with the Commission.”

ACSR Designated Environment

• Software - Veritas Volume Manager (a.k.a. Sun Enterprise Volume Manager) v2.6 plus patches bundled with Sun SSA Models 112, 114, and 214

Server Software

• Solaris versions:

v2.5.1 w/ Specified Patches (Refer to www.csgsys.com or 1-877-Y2K-CSGS (toll-free) for the latest updates)

or

v2.6 (Pending CSG testing and approval for ACSR environment – expected by 5/99. Refer to www.csgsys.com or 1-877-Y2K-CSGS (toll-free) for the latest status)

• Samba v1.9.15 p8 or v1.9.18 p4 (with NT or 95)

• Brixton Server PU2.1 for Solaris R4.1 running in compatibility mode with core and 11c patches. (Both core and session components required)

• Brixton 3270 client for Solaris - R3.0.1.15 with brxtn3287 patch (1 copy required for trouble shooting and 1 copy required for each mainframe printer if printing through TCP/IP)

• Hewlett Packard Solaris Jet Admin software Rev. D.05.15

Additional Server Software to Support CIT:

• Oracle v7.3.3 runtime

• Tuxedo v6.1 [Tuxedo v6.3 will be certified by 05/99]

Distribution Server and Software

• Sun SPARCstation 5/170Mhz, 64M RAM, 2.1G hard drive

• Sun Ultra 5 /270Mhz, 64M, 4.3G hard drive, 24x CD, 17” monitor

• Solaris versions:

v2.5.1 w/ Specified Patches (Refer to www.csgsys.com or 1-877-Y2K-CSGS (toll-free) for the latest updates)

or

v2.6 (Pending CSG testing and approval for ACSR environment. Refer to www.csgsys.com or 1-877-Y2K-CSGS (toll-free) for the latest status)

• A CD ROM drive is required for all distribution servers.

Other Equipment

Concentrators:

• BayNetworks (Synoptics) 2803 (passive 16-port Ethernet hub)

• BayNetworks (Synoptics) 2715B-04 (managed 16-port token ring hub)

• BayNetworks (Synoptics) 2705B-C (passive 16-port token ring hub)

• BayNetworks (Baystack) 150 (managed 24 port Ethernet hub)

• BayNetworks (Baystack) 51 (passive 8 port Ethernet hub)

Network Cards/Devices:

• 3Com Etherlink cards.

• SUN Fast Ethernet 10/100M.

• SUN Token Ring 4/16M.

• SUN Single Ring FDDI Interface.

• SUN Dual Ring FDDI Interface.

• Hewlett Packard Jet Direct EX [Printer Interface]

32

CONFIDENTIAL AND PROPRIETARY INFORMATION - FOR USE BY AUTHORIZED EMPLOYEES

OF THE PARTIES HERETO ONLY AND IS NOT FOR GENERAL DISTRIBUTION

WITHIN OR OUTSIDE THEIR RESPECTIVE COMPANIES

“Confidential Treatment Requested and the Redacted Material has been separately filed with the Commission.”

ACSR Designated Environment

Printers:

•      IBM 4226 - 533 characters per second (cps).	[Work Order printer]
•      Lexmark 4227 - 533 cps	[Work Order printer]
•      IBM 6400 model 005	[Work Order printer]
•      IBM 6400 models 008 and 012	[Reports printer]
•      Hewlett Packard LaserJet5	[Screen Print printer]
•      Okidata ML 320	[Cash Register Receipts printer]

Routers:

• Cisco 2501, 2509, 2511, 2514, 4500 IOS v11.0 or later

EchoStar has standardized on Cisco 75XX series routers running IOS version 11.X.

EchoStar has standardized on Cisco Catalyst 55XX and 65XX series Ethernet switches.

EchoStar’s CSU/DSU vendor is Adtran.

EchoStar’s DS3 mux standard is the Larscom Orion 4000 series.

IBM, Compaq, and Dell Business Class computers designated as Microsoft Windows NT certified and Year 2000 Compliant are supported for the Windows 95 and Platforms.

CSG Systems, Inc. recommended hardware/software PC configuration is as follows:

Minimum PC requirements:

IBM, Compaq, or Dell that is Year 2000 compliant, 486DX4 75 MHz, 32 meg. RAM, 500 megabyte hard drive (70 meg. free space), CD-ROM, 33.6 Bit/s modem¹.

Both IBM and Compaq have web pages containing information on Year 2000 compliance of their PCs, including older models. For your reference the WWW addresses are:

	Compaq	http://www.compaq.com/year2000/
	IBM	http://www.ibm.com/IBM/year 2000/
PC Operating System²:	Windows NT 4.0 w/Service Pack 3 w/Windows NT Y2K QFE fixes applied Windows 95 w/WIN95Y2K.EXE applied

Oracle7™ 32-bit Client for
Windows NT and Windows 95:	7.3.4.0.0
(plus maintenance)
Forest & Trees® Builders Edition:	5.0
(plus maintenance)

All software must be loaded and operated per workstation. LAN server versions and/or operations are not supported.

CSG Statement Express

Stand-Alone

Ethernet or token ring network adapter

MS Windows 95 or Windows NT 4.0 operating system

Minimum 80486 processor

Minimum Super VGA display and adapter with a minimum of 800 x 600 resolution

Minimum 50 Mb of free disk space and 24 Mb of memory

Any MS Windows supported printer

33

CONFIDENTIAL AND PROPRIETARY INFORMATION - FOR USE BY AUTHORIZED EMPLOYEES

OF THE PARTIES HERETO ONLY AND IS NOT FOR GENERAL DISTRIBUTION

WITHIN OR OUTSIDE THEIR RESPECTIVE COMPANIES

“Confidential Treatment Requested and the Redacted Material has been separately filed with the Commission.”

ACSR Designated Environment

ACSR Integrated

Ethernet or token ring network adapted

MS-Windows 95b/service pack 1 with Kernel 32 applied or Windows NT 4.0/service pack 3

Minimum Pentium processor with 133 MHz speed

Minimum Super VGA display with a minimum of 1024x768 resolution at 356 colors, small font

Minimum 50 Mb of free disk space and 64 Mb of memory (note this is in addition to ACSR requirements)

INTERNIC registered address

Any MS Windows supported printer

XBOI

Server and Software for xBOI/ACSR

Server: CPQ Proliant 6000, 2CPU, 512M RAM, 4x9.1 G hard drive, CD-ROM, Ethernet

Software: Windows NT Server 4.0 Operating System with Service Pack 3 applied

Server and Software for xBOI/ACSR Code Distribution, BRX PU2.1, BRX 3270 Client, and LU 6.2 Protocol Conversion

Server:

Production:	SUN Ultra 2, models 1200 and 2200
	SUN Enterprise models 450, 3000, 4000, and 5000 PROM v3.2.9 or earlier requires Patch 103346-08
	SUN Ultra 5
	SUN Ultra 10 model 300
	Sun Ultra Sparc 2
	Sun ES250

Note: Server model, number of CPUs, memory and disk storage are based on individual site requirements.

34

CONFIDENTIAL AND PROPRIETARY INFORMATION - FOR USE BY AUTHORIZED EMPLOYEES

OF THE PARTIES HERETO ONLY AND IS NOT FOR GENERAL DISTRIBUTION

WITHIN OR OUTSIDE THEIR RESPECTIVE COMPANIES

“Confidential Treatment Requested and the Redacted Material has been separately filed with the Commission.”

ACSR Designated Environment

Software:

1. Solaris V2.5.1 w/Specified Patches (Refer to www.csgsys.com or 1-877-Y2K-CSGS (toll-free) for the latest updates. Please refer to the ACSR server software section).

2. Brixton Server PU2.1 for Solaris (Version 4.1) running in compatibility mode (both core and session components required).

3. Brixton 3270 Client for Solaris - R3.0.1.15 (1 copy required for trouble shooting & 1 copy required for each mainframe printer if printing through TCI/IP).

4. Brixton LU6.2 (for Fleet Management Interface)

5. Hewlett Packard Solaris Jet Admin software Rev. D.05.15

Workstation for xBOI at Remote Sites

Compaq Deskpro 2000 Pentium (133 Mhz minimum)

IBM PC350 Pentium (133 MHz minimum)

Workstation Minimum Memory (RAM) for ACSR at Remote Sites

32 MB

Workstation Minimum Hard Drive Space for xBOI at Remote Sites

1.2 GB available for xBOI

Workstation Minimum Video Requirements for xBOI at Remote Sites

Minimum 17” SVGA monitor

Minimum video resolution supported 1024 x 768 x 256 colors, small font

Workstation Software for xBOI at Remote Sites

Microsoft Windows NT V4.0 w/Service Pack 3 applied and Windows NT Y2K QFE fixes applied.

Netmanage Chameleon Hostlink V7.0.2

Samba V1.9.15 p8 v1.9.19 p4

Network Cards/Devices

3Com Etherlink cards

SUN Fast Ethernet 10/100M

SUN Token Ring 4/16M

SUN Single Ring FDDI Interface

SUN Dual Ring FDDI Interface

Hewlett Pakcard Jet Direct EX [Printer Interface]

Printers

Lexmark 4227 (533 cps) (requires Hewlett Packard Jet Direct EX)

IBM 6400 series (requires Hewlett Packard Jet Direct EX)

Hewlett Packard LaserJet5 (requires Hewlett Packard Jet Direct)

Routers

Cisco 2501, 2509, 2511, 2514, 4500 IOS v11.0 or later

EchoStar has standardized on Cisco 75XX series routers running IOS version 11.X.

EchoStar has standardized on Cisco Catalyst 55XX and 65XX series Ethernet switches.

EchoStar’s CSU/DSU vendor is Adtran.

EchoStar’s DS3 mux standard is the Larscom Orion 4000 series.

35

CONFIDENTIAL AND PROPRIETARY INFORMATION - FOR USE BY AUTHORIZED EMPLOYEES

OF THE PARTIES HERETO ONLY AND IS NOT FOR GENERAL DISTRIBUTION

WITHIN OR OUTSIDE THEIR RESPECTIVE COMPANIES

“Confidential Treatment Requested and the Redacted Material has been separately filed with the Commission.”

SCHEDULE F

Fees

INDEX

1 CCS^® Services

A. CCS Video Service Fees

B. CCS Video Conversion Services

C. Additional CCS Training and CCS Product Documentation

2 CSG Products

A. ACSR^®/ XBOI^™/ACSR AOI/CBT/CSG Statement Express^™

B. XBOI^™ Interface License

C. CSG Statement Express^™

D. CSG Vantage^®

E. CIT^®

F. CSG Screen Express^™

G. Third Party Software (ACSR^® and CIT^®)

H. Customer’s Initial Purchase of CSG Products under this Agreement

3 Financial Services:

A. Electronic Payment Services

B. Credit Card Processing

C. Credit Verification Services

4 Technical Services

5 CCS Print and Mail Services

6 Data Communications Pricing

36

CONFIDENTIAL AND PROPRIETARY INFORMATION - FOR USE BY AUTHORIZED EMPLOYEES

OF THE PARTIES HERETO ONLY AND IS NOT FOR GENERAL DISTRIBUTION

WITHIN OR OUTSIDE THEIR RESPECTIVE COMPANIES

“Confidential Treatment Requested and the Redacted Material has been separately filed with the Commission.”

Guaranteed Fees. During the term of this Agreement, each month Customer shall be responsible for paying CSG the greater of the actual CCS Services and Print and Mail Services incurred during such month or the minimum amount of processing fees per month set forth in Schedule F (the “Minimum”). The parties have mutually agreed upon the fees for the CCS Services to be provided hereunder based upon certain assumed volumes of processing activity, and the term of this Agreement. Customer acknowledges and agrees that, without the certainty of revenue promised by the commitments set forth in this Agreement and Exhibit A-1 in particular, CSG would have been unwilling to provide the CCS Services at the fees set forth in Schedule F. Because of the difficulty in ascertaining CSG’s actual damages for a termination or other breach of this Agreement by Customer, Customer agrees that prior to such termination and in addition to all other amounts then due and owing to CSG, Customer will pay to CSG (as a contract discontinuance fee and not as a penalty) the greater of: (i) one hundred percent (100%) of Customer’s average monthly invoice for CCS Services and Print and Mail Services during the six (6) months prior to any such termination or other breach by Customer, multiplied by the number of months remaining in the term of this Agreement had there been no termination or breach; or (ii) the Minimum multiplied by the number of months remaining in the term of this Agreement (“Discontinuance Fee”). Customer acknowledges and agrees that the Discontinuance Fee is a reasonable estimation of the actual damages which CSG would suffer if CSG were to fail to receive the amount of processing business contemplated by this Agreement. Customer shall not be required to pay the Discontinuance Fee if CSG terminates this Agreement other than as a result of Customer’s breach of its obligations hereunder or if Customer terminates this Agreement for a material, uncured breach by CSG.

Monthly Minimums for CCS^™ Services and Print and Mail Services

Date of Execution of this Agreement through December 31, 1999 -	$***
January 1, 2000 through Agreement Term Date -	$***

1. CCS^™SERVICES:

A. CCS^™ Video Service Fees

Basic Monthly Subscriber Charge (herein after referred to as BSC) –

Number of Basic Subscribers	BSC*
0 to 3,000,000	$***
3,000,001 to 4,000,000	$***
4,000,001 to 5,000,000	$***
5,000,001 to 6,000,000	$***
6,000,001 to 7,000,000	$***
7,000,001 and greater	$***

* The BSC for each of these five (5) tiers, as noted, is not intended to apply incrementally (e.g., if Customer had 3,500,000 Basic Subscribers, the BSC would be $*** on all 3,500,000 Basic Subscribers; if Customer had 5,500,000 Basic Subscribers, the BSC would be $*** on all 5,500,000 Basic Subscribers).

Monthly Per System/Principle Charge included in BSC.

On-Line Allowance And Overage Charges:

ITEM		MONTHLY ON-LINE ALLOWANCE PER SUBSCRIBER	MONTHLY PER OVERAGE CHARGE
A.	Work Orders on file	****	$***
B.	Statements stored on-line	*****	$***
C.	Details stored on-line	*****	$***
D.	Memos stored on-line	*****	$***
E.	Inactive subscribers on file	***	$***

37

CONFIDENTIAL AND PROPRIETARY INFORMATION - FOR USE BY AUTHORIZED EMPLOYEES

OF THE PARTIES HERETO ONLY AND IS NOT FOR GENERAL DISTRIBUTION

WITHIN OR OUTSIDE THEIR RESPECTIVE COMPANIES

“Confidential Treatment Requested and the Redacted Material has been separately filed with the Commission.”

CCS Video - Ancillary Service Fees

CCS VIDEO ANCILLARY SERVICE FEES -
ITEM				ONE TIME CHARGE	MONTHLY CHARGE	MONTHLY CHARGE PER SUBSCRIBER	PER ITEM
I.	Reporting & Decision Support Services
A.	Microfiche
	A. Originals (per microfiche page)						$***
	B. Duplicates (per microfiche page)						$***
B.	Selects
	1.	Set-up fee (per report)					$***
	2.	Records read (per record read)					$***
	3.	Records accepted (per record accepted)					$***
	4.	Records spooled (per record spooled)					$***
	5.	Auto dialer
		a.	Records read (per record read)				$***
		b.	Minimum charge (per report)				$***
		c.	Maximum charge (per report)				$***
	6.	Labels (printed at CSG’s Production Facility)
		a.	Cheshire labels (per label)				$***
		b.	LAB labels (per label)				$***
	7.	Diskettes or Tapes (per diskette or tape, non-returnable)					$***
		If output is printed at CSG facility
II.	Other Ancillary Services
A.	Equipment Inventory
	1.	Non-addressable converters (per converter)					Included BSC
	2.	Addressable converters (per converter)					Included BSC
	3.	Other non-addressable converters (per converter)					Included BSC
B.	Tape transmission (lockbox)
	1.	Per remittance processing company (per system principle)			Included BSC
	2.	Lockbox reversal (per occurrence, per system principle)		Included BSC
C.	Audio response units
	1.	Start up fee (per basic subscriber)		Included BSC
		$*** maximum; $*** minimum
	2.	Interface access fee (per system principle)			Included BSC
	3.	Transaction fee (per PPV item)					Included BSC
	4.	Vendor Change (per basic subscriber)		Included BSC
		$*** maximum; $*** minimum
D.	Automatic Number Identification (ANI)
	1.	Start up fee (per basic subscriber)		Included BSC
		$*** maximum, $*** minimum
	2.	Interface access fee (per system principle)			Included BSC
	3.	Transaction fee (per PPV item)					Included BSC
	4.	Vendor Change (per basic subscriber)		Included BSC
		$*** maximum, $*** minimum

38

CONFIDENTIAL AND PROPRIETARY INFORMATION - FOR USE BY AUTHORIZED EMPLOYEES

OF THE PARTIES HERETO ONLY AND IS NOT FOR GENERAL DISTRIBUTION

WITHIN OR OUTSIDE THEIR RESPECTIVE COMPANIES

“Confidential Treatment Requested and the Redacted Material has been separately filed with the Commission.”

CCS VIDEO ANCILLARY SERVICE FEES -

	ITEM			ONE TIME CHARGE	MONTHLY CHARGE	MONTHLY CHARGE PER SUBSCRIBER	PER ITEM
E.	Autopackaging (per basic subscriber, maximum $***)					Included BSC
F.	Pay Per View
	1.	PPV events (per event)					Included BSC
	2.	Build events
		a.	Stand alone (per supplier tape, per system principle)		Included BSC
		b.	With Auto Auth codes (per supplier tape, per system principle)		Included BSC
		c.	Auto Auth codes only (per supplier tape, per system principle)		Included BSC
	3.	Event schedule download (per system principle)		Included BSC	Included BSC
	4.	Creation of new supplier schedule (per schedule)					$***
G.	Account number format change (per request, per system principle)			$***
H.	Addition for a system, principle or agent
	1.	Setup of new system (per request)		$***
	2.	Setup of new principle/agent (per request)		$***
	3.	Add new agents (up to 10) (per request)		$***
I.	Equipment Interfaces*			Quote
J.	File maintenance (per request)*			Quote
K.	Special reports
	1.	Duplicate terminal address reports (per request)		$***
	2.	Duplicate house address report (per request)		$***
	3.	Duplicate house/sub compare report (per request)		$***
	4.	Duplicate sub/converter compare report (per request)		$***
	5.	Duplicate phone report (per request)		$***
	6.	Trouble call reports
		a.	Repeat trouble calls (CPWM-060) (per system principle)		$***
		b.	Trouble calls within 60 days of install (CPWM-400) (per system principle)		$***
L.	User data/ report data files – special services
	1.	Late user data file cards (per request)		$***
	2.	Late reports data file cards (per request)		$***
	3.	Late statement message card (per request)		$***
	4.	Late Code Table (per request)		$***
	5.	Special user data file build (per request)		$***

39

CONFIDENTIAL AND PROPRIETARY INFORMATION - FOR USE BY AUTHORIZED EMPLOYEES

OF THE PARTIES HERETO ONLY AND IS NOT FOR GENERAL DISTRIBUTION

WITHIN OR OUTSIDE THEIR RESPECTIVE COMPANIES

“Confidential Treatment Requested and the Redacted Material has been separately filed with the Commission.”

CCS VIDEO ANCILLARY SERVICE FEES -

		ITEM	ONE TIME CHARGE	MONTHLY CHARGE	MONTHLY CHARGE PER SUBSCRIBER	PER ITEM
	6.	Special reports data file build (per request)	$***
M.	Deconversion fees		$***
	1.	Per set of deconversion tapes	$***
	2.	Monthly Online access fee		Quote
N.	Statement Reruns
	1.	Monetary				$*** per statement plus $*** per rerun
	2.	Non-Monetary				$*** per statement plus $*** per rerun
O.	Special Requests
	1.	Cycle Freeze - per cycle per system principle charge				$***
	2.	Agent Transfer (requires 90 day lead time) (per request)				$***
P.	Converter Batch Upload Via Tape (per tape)		$***
Q.	Data Extracts (per request, per basic subscriber)*		Quote		$ ***
R.	Expand Bill Codes (subscribers who exceed 24 billing codes) (per system principle, per basic subscriber)			$***	$ *** /sub who exceed 24 billing codes.
S.	Frequent Buyer Program (data storage and processing)			$***
T.	System Enhancements
		Programming Charge (per hour)				$***

* To be provided on a time and materials basis.

40

CONFIDENTIAL AND PROPRIETARY INFORMATION - FOR USE BY AUTHORIZED EMPLOYEES

OF THE PARTIES HERETO ONLY AND IS NOT FOR GENERAL DISTRIBUTION

WITHIN OR OUTSIDE THEIR RESPECTIVE COMPANIES

“Confidential Treatment Requested and the Redacted Material has been separately filed with the Commission.”

B. CCS^™ Video Conversion Services:             Quote

(Reimbursable Expenses are excluded and billable)

C. Additional CCS Training and CCS Product Documentation

(in addition to the support and documentation provided under Exhibit A-2)

Computer Based Training

1.      Student/Instructor plus 2 students	$*** per month per System Site
2.      Additional students	$*** per month per System Site
3.      CBT Course Materials (each set)	$*** one time charge per System Site
4.      Code Table Books (each)	$*** one time charge per System Site
5.      CBT Job Aids (each)	$*** one time charge per System Site

Additional Training at a Customer’s requested time and/or location

One trainer (eight hour day)	$*** per day minimum
	plus Reimbursable Expenses

CSG Product Documentation Library:

• CD-ROM Format (includes Volume 1-2 User Guide, Volume 1-2 Reports Guide and Interfaces Manual)- $15.00

• Hard Copy (per copy per System Site)

1. CCS User Guide Volume 1- $***

2. CCS User Guide Volume 2- $***

3. CCS Reports Guide Volume 1- $***

4. CCS Reports Guide Volume 2- $***

5. CSG Business Parameters Guide- $***

• Complete Set of all five (5) guides referenced above- $***

6. CCS User Guide Interfaces Manual- $***

2. CSG Products:

A. ACSR^®/XBOI^™/ACSR AOI/CBT/CSG STATEMENT EXPRESS^™

Perpetual Software License Fee *	$*** per workstation
Annual Maintenance Fee	$*** per workstation

* Software License Fee includes ACSR, XBOI, ACSR AOI, CBT and CSG Statement Express.

The AOI License use is limited to only eight (8) applications interfaced.

The XBOI License use is limited to the transaction types as defined in the XBOI technical documentation for XBOI.

Payment Terms: Except as set forth in Schedule F.2.H, license fees shall be invoiced to Customer upon each grant of license. Except as set forth in Schedule F.2.H, annual maintenance fees shall be invoiced to Customer upon the grant of the license and on each anniversary date of the license grant.

Note: The license and maintenance fees in this section 2.A only apply to new licenses granted to Customer as of the Effective Date of the Agreement. Customer is not responsible for license and maintenance fees throughout the term of this Agreement in relation to the 2,000 workstations currently licensed under a previous agreement between CSG and Customer.

41

CONFIDENTIAL AND PROPRIETARY INFORMATION - FOR USE BY AUTHORIZED EMPLOYEES

OF THE PARTIES HERETO ONLY AND IS NOT FOR GENERAL DISTRIBUTION

WITHIN OR OUTSIDE THEIR RESPECTIVE COMPANIES

“Confidential Treatment Requested and the Redacted Material has been separately filed with the Commission.”

Installation Services as applicable:

(Reimbursable Expenses are excluded and billable)

1. ACSR Installation Services – (Services shall be provided on a time and materials basis in accordance with the rates and terms set forth in this Schedule F, Section 4 - Technical Services).

2. XBOI Installation Services – (Services shall be provided on a time and materials basis in accordance with the rates and terms set forth in this Schedule F, Section 4 - Technical Services).

3. AOI Installation Services – (Services shall be provided on a time and materials basis in accordance with the rates and terms set forth in this Schedule F, Section 4 - Technical Services).

B. XBOI^™ INTERFACE LICENSE:

•      Perpetual Site License Fee -	included in ACSR License Fees
•      Annual Maintenance Fee -	included in ACSR Maintenance Fees

C. CSG STATEMENT EXPRESS^™:

•      Perpetual Software License Fee –	included in ACSR License Fees
•      Annual Maintenance Fee -	included in ACSR Maintenance Fees
•      Installation/start-up	Quote
•      Monthly Processing Fee (includes quarterly CD-Rom)	$*** per data frame

D. CSG VANTAGE^®:

One Time Start-up Fees:

•      Initial Vantage Database Setup Fee-	Waived for the initial System Sites listed under Schedule A.
•      Fee for subscribers added to the existing Vantage database structure that requires programmatic resources - $*** per occurrence
•      Fee for subscribers added to a new Vantage database structure that requires programmatic resources - $*** per occurrence
•      License Fee - $*** per workstation
•      Annual Maintenance - $*** per workstation

The License Fee does not apply to Customer workstations/users currently utilizing CSG Vantage as of the date of execution of this Agreement, and are only applicable to any additional workstations/users subsequently licensed to use CSG Vantage.

Monthly Subscriber Fee: Included in BSC.

Includes daily database updates, installation and training services, and ongoing support.

Systems Integration and Support Fee:

Services are provided at CSG’s Standard Price List

• Certifying non-certified hardware/software environment

• Troubleshooting existing hardware/software environment (first hour is free for Designated Environments)

• On-site support as requested by customer

Ancillary Services:

Static Tables:

• One Time Set-up Fee: $*** (Waived for the initial System Sites listed under Schedule A)

• Monthly Load Fee: $*** per data base

• Monthly Disk Storage: $*** per gigabyte (minimum of $*** per month)

42

CONFIDENTIAL AND PROPRIETARY INFORMATION - FOR USE BY AUTHORIZED EMPLOYEES

OF THE PARTIES HERETO ONLY AND IS NOT FOR GENERAL DISTRIBUTION

WITHIN OR OUTSIDE THEIR RESPECTIVE COMPANIES

“Confidential Treatment Requested and the Redacted Material has been separately filed with the Commission.”

Video Monetary/Tax Tables (Customer may store between one and six months of data):

• One Time Set-up Fee: $*** (Waived for the initial System Sites listed under Schedule A)

• Monthly Processing Fee: $*** per sub (minimum of $*** per month)

• Monthly Disk Storage: $*** per gigabyte (minimum of $*** per month)

Telephony Monetary/Tax/ Rated Usage Tables (Customer may store between one and six months of data):

• One Time Set-up Fee: $***

• Monthly Processing Fee: $*** per sub (minimum of $*** per month)

• Monthly Disk Storage: $*** per gigabyte (minimum of $*** per month)

Additional Work Order History:

• One Time Set-up Fee: $***

• Monthly Processing Fee: $*** for each month beyond two years for each database

• Monthly Disk Storage: $*** per gigabyte (minimum of $*** per month)

Scheduling Calendar:

• One Time Set-up Fee: $***

• Monthly Processing Fee: $*** for each monthly schedule stored (minimum of $*** per month)

• Monthly Disk Storage: $*** per gigabyte (minimum of $*** per month)

Query Development:

• $***/hour

43

CONFIDENTIAL AND PROPRIETARY INFORMATION - FOR USE BY AUTHORIZED EMPLOYEES

OF THE PARTIES HERETO ONLY AND IS NOT FOR GENERAL DISTRIBUTION

WITHIN OR OUTSIDE THEIR RESPECTIVE COMPANIES

“Confidential Treatment Requested and the Redacted Material has been separately filed with the Commission.”

Third Party Software:

Is not incorporated and a separate purchase order shall be executed for third party software at CSG’s Standard Price List.

Forest & Trees*	$***/workstation
Forest & Trees Annual Maintenance	$***/workstation

* Does not apply to software already purchased by Customer as of the date of execution of this Agreement and is only applicable to any additional software purchased subsequent to the date of execution of this Agreement.

Note:

• CSG will store up to 13 months of Customer’s financial data and up to 24 months of Customer’s work order data in the CSG Vantage database for so long as Customer pays the Fees and Charges for Vantage.

Training:

• Basic Vantage training at a regularly scheduled Omaha training class, as space permits. This will be allocated at one (1) class for up to two (2) people for the first 500,000 Basic Subscribers. For each additional 500,000 Basic Subscribers, one (1) additional person may attend the training class.

• Basic Vantage training at a customer requested time and/or location is available at the rate of $***/day plus Reimbursable Expenses for up to eight (8) students.

• Vantage documentation when it is provided outside of classroom instruction.

$***/set.

Product Documentation:

1. Training Documentation

• Tables and Data Definitions

• Systems Operations Procedures

• Database Comparisons

• Solutions Series

2. Training guide

• In-Class Examples

3. Standard Applications

4. Software Installation Guide

E. CIT^®:

•      Perpetual Software License Fee	$*** per workstation
•      Annual Maintenance Fee	$*** per workstation
•      Installation/start-up (optional)	$*** per server installation plus Reimbursable Expenses

Payment Terms: Except as set forth in Schedule F.2.H, license fees shall be invoiced to Customer upon each grant of license. Except as set forth in Schedule F.2.H, annual maintenance fees shall be invoiced to Customer upon the grant of the license and on each anniversary date of the license grant.

44

CONFIDENTIAL AND PROPRIETARY INFORMATION - FOR USE BY AUTHORIZED EMPLOYEES

OF THE PARTIES HERETO ONLY AND IS NOT FOR GENERAL DISTRIBUTION

WITHIN OR OUTSIDE THEIR RESPECTIVE COMPANIES

“Confidential Treatment Requested and the Redacted Material has been separately filed with the Commission.”

F. CSG Screen Express^™:

•      Perpetual Software License Fee	$*** per workstation
•      Annual Maintenance Fee	$*** per workstation
•      Installation/start-up (optional)	$*** per server installation plus Reimbursable Expenses

Note: As of the date of execution of this Agreement, Customer has not yet made the decision to license CSG Screen Express. The pricing set forth above for CSG Screen Express shall be valid only through December 15, 1999, for a minimum purchase of 2,000 workstations. In the event that Customer desires to license CSG Screen Express subsequent to December 15, 1999, the pricing in relation to such purchase shall be negotiated at that time.

G. Third Party Software (ACSR^® and CIT^®):

Notes:

1. All third party fees are subject to change per third party vendor agreements.

2. CIT requires ACSR.

Third Party License And Maintenance Fees	License (1 time)	Maint (annual)
Netmanage Chameleon Host Link (required with ACSR)
1 to 9 workstations	$***/per workstation	$***
10 to 25 workstations	$***/per workstation	$***
26 to 99 workstations	$***/per workstation	$***
100 to 499 workstations	$***/per workstation	$***
500 to 999 workstations	$***/per workstation	$***
Brixton PU2.1 SNA Core Software (required with ACSR)	$***/per server	$***
Brixton session for SNA server (required with ACSR) (2 recommended per workstation sold in blocks of 20 only)	$***/per 2 copies	$***
Brixton 3270 solaris client (1 required per server only) (required with ACSR)	$***/per copy	$***
BEA Tuxedo (required with CIT)	$***/per workstation	$***
Platinum Forest & Trees (1 required with CIT)	$***/per copy	$***

45

CONFIDENTIAL AND PROPRIETARY INFORMATION - FOR USE BY AUTHORIZED EMPLOYEES

OF THE PARTIES HERETO ONLY AND IS NOT FOR GENERAL DISTRIBUTION

WITHIN OR OUTSIDE THEIR RESPECTIVE COMPANIES

“Confidential Treatment Requested and the Redacted Material has been separately filed with the Commission.”

H. Customer’s Initial Purchase of CSG Products under this Agreement:

As of the date of execution of this Agreement, Customer has agreed to license the following CSG Products and pay to CSG the associated fees as set forth below:

•      ACSR/XBOI/ACSR AOI/CBT/CSG Statement Express perpetual software license fees (bundled)
845 workstations x $*** per workstation	$***
•      CSG Statement Express perpetual software license fees
2,000 workstations x $*** per workstation	$***
•      CIT perpetual software license fees
2,845 workstations x $*** per workstation	$***
Total for Initial Software purchase	$***
•      Annual Maintenance Fees on the above (18%)	$***
Total fees due to CSG	$***
•      Payment Terms:
Cash Payment Due June 1, 1999	$***
Cash Payment Due September 15, 1999	$***
Cash Payment Due November 15, 1999	$***
Cash Payment Due March 15, 2000	$***
Total	$***

Note: Does not include the cost of Third Party Software. The fees for additional CSG Product purchases are set forth in Schedule F.2, Sections A through G.

46

CONFIDENTIAL AND PROPRIETARY INFORMATION - FOR USE BY AUTHORIZED EMPLOYEES

OF THE PARTIES HERETO ONLY AND IS NOT FOR GENERAL DISTRIBUTION

WITHIN OR OUTSIDE THEIR RESPECTIVE COMPANIES

“Confidential Treatment Requested and the Redacted Material has been separately filed with the Commission.”

3. FINANCIAL SERVICES’ FEES:

A. Electronic Payment Services - PayBill Advantage^® - (Schedule I):

(Automatic Electronic Funds Transfer from subscriber bank accounts)

Customer will be charged a fee of $*** per month for each bank account transaction.

Customer will be assessed a fee of $*** for daily, weekly or monthly returns for each Origination which is returned by the receiving depository financial institution (“RDFI”) due to (i) the subscriber’s instructions to the RDFI, or (ii) the subscriber’s account being closed or lacking sufficient available funds to permit the transaction or if the RDFI receives a prior transfer due to a subscriber’s instructions.

Customer will be charged $*** per occurrence if the Reserve Account funded by Customer is found to be non-sufficient in funds to cover returns. Any return amounts not funded by the Customer through the normal reserve/return process may be deducted from future gross payment settlement(s).

Note: CSG agrees that if, subsequent to the date of execution of this Agreement, CSG makes available to Customer a CSG in-house solution for Electronic Payment Services, CSG will negotiate, in good faith with Customer, regarding the fees for such CSG in-house solution.

B. Credit Card Processing:

1. Start up fee-

• Real-Time Authorization And Daily Settlement Of “One-Off” Credit Card Transactions:

No Charge; Customer is currently using the Service.

• Recurring Credit Card Transactions:

$*** one-time charge per system*.

* (all System Principles use the service in a consistent manner)

2. Maintenance fee-             $*** monthly charge per System *

* Note: Maintenance fee is $*** per month regardless if Customer chooses one or both services.

3. Accepted Transaction Fee for Real-Time Authorization And Daily Settlement Of “One-Off” Credit Card Transactions and Recurring Credit Card Transactions:

• If total transactions are less than or equal to 1,000

$*** per item

• If total transactions are greater than 1,000 but less than or equal to 2,000 transactions

$*** per item

• If total transactions are greater than 2,000 but less than or equal to 3,000 transactions

$*** per item

• If total transactions are greater than 3,000 but less than or equal to 4,000 transactions

$*** per item

• If total transactions are greater than 4,000 but less than or equal to 5,000 transactions

$*** per item

• If total transactions are greater than 5,000

$*** per item

47

CONFIDENTIAL AND PROPRIETARY INFORMATION - FOR USE BY AUTHORIZED EMPLOYEES

OF THE PARTIES HERETO ONLY AND IS NOT FOR GENERAL DISTRIBUTION

WITHIN OR OUTSIDE THEIR RESPECTIVE COMPANIES

“Confidential Treatment Requested and the Redacted Material has been separately filed with the Commission.”

C. Credit Verification Services:

ITEM/DESCRIPTION	PRICE
Initial Fee
One-time start-up fee	No Charge; Customer is currently using the Service.
Other Fees:
1.      Monthly fee per transaction
- Basic Service (Social Security Number Verification)	$*** per transaction*
- Enhanced Service (Credit Score)	$*** per transaction*
2.      Optional Training
Per day rate (one trainer/8 hour day)	$*** per day plus Reimbursable Expenses

* There is no charge for a “No Hit”.

4. TECHNICAL SERVICES:

Standard Hourly Rates for Specific Development and Programming and for Consultants are as follows:

ESP and CCS Development and Programming	$*** per hour
Consultant	$*** per hour	minimum of $*** per day
Senior Consultant	$*** per hour	minimum of $*** per day
Director	$*** per hour	minimum of $*** per day

Note: Reimbursable Expenses are not included in the fees referenced above. Fees vary depending on the Project. Projects shall be completed under duly executed Statements of Work.

48

CONFIDENTIAL AND PROPRIETARY INFORMATION - FOR USE BY AUTHORIZED EMPLOYEES

OF THE PARTIES HERETO ONLY AND IS NOT FOR GENERAL DISTRIBUTION

WITHIN OR OUTSIDE THEIR RESPECTIVE COMPANIES

“Confidential Treatment Requested and the Redacted Material has been separately filed with the Commission.”

5. CCS PRINT AND MAIL SERVICES FEES:

ITEM/DESCRIPTION	PRICE
I.       ESP® Processing Fees - Legacy Statement Upgrade
A.     First Physical Page, Duplexed (Front & Back), Black & White Print Only, Generic Paper and Forms
1.      Generic Format
Number of Monthly Statements (Note 1)	per statement
0 to 3,000,000 3,000,001 to 4,000,000 4,000,001 to 5,000,000 5,000,001 to 6,000,000 6,000,001 to 7,000,000 7,000,001 and greater	$*** $*** $*** $*** $*** $***
2.      CCS ACSR/Telephony Format	Quote Per statement
3.      Custom Format	Quote Per statement
B.     Enhanced Statement Turnaround Services (Note 2)	$*** Per statement
C.     Additional Physical Pages, Duplexed (Front & Back), Black & White Print Only*
1.      Statement	$*** per physical page
2.      Ad Page/Coupon Page**	$*** per physical page
D.     Start Up Fees	$*** minimum based on level of modification
E.     CD-ROM Archival (only available for ESP statements) standard turn around (Note 3)	$*** per Data Frame plus postage
1.      Duplicate CD-ROM (price each)	$***
F.      ESP Development and Programming	$*** per hour/minimum per day
G.     Special Request Build Fee	$*** per build, per System Site
H.     ESP Deconversion Fee (Note 4)	Quote
I.       File transfer through ESP for statement creation off-site	Quote per statement page
J.      Statement Extract Fee	$*** per statement, per month
NOTE:   An additional physical page means text items, such as billing details or system-generated statement messages *            That overflow onto an additional physical page with no more graphics than those graphics tied to messages via the statement message module and no programmer intervention. The page may include static company information, such as, policies and procedures, payment locations, franchise authorities, etc. Only graphics from the ESP graphics library may be used on the additional physical page. Set-up and changes to this page are billed at the ESP Development and Programming Fee.
**          An ad page/coupon page means targeted messages, coupons or advertisements using text, graphics and coupon borders generated on an additional physical page. No reverses or dark photos may be used, only gray scale graphics. This page may be duplexed, but only text may be printed on the back side. The conditional logic for this page can be by zip code or franchise. Set-up and changes to this page are billed at the ESP Development and Programming Fee.
II.     Postage Fees
Actual Postage Cost plus Mail Preparation Fee	Actual Postage plus $*** per Statement per Mailing
III.    Print and Mail Ancillary Service Fees
A.     One-Time Start-Up Fee Per System Site
1. Generic Statement Fee (Note 4)	Quote based on level of modification

49

CONFIDENTIAL AND PROPRIETARY INFORMATION - FOR USE BY AUTHORIZED EMPLOYEES

OF THE PARTIES HERETO ONLY AND IS NOT FOR GENERAL DISTRIBUTION

WITHIN OR OUTSIDE THEIR RESPECTIVE COMPANIES

“Confidential Treatment Requested and the Redacted Material has been separately filed with the Commission.”

ITEM/DESCRIPTION	PRICE
2.      Custom Statement Fee (Note 4)	Quote
3.      Interface Development Fee (Note 4)	Quote
B.     Past Due Notices (excludes postage)
1.      Generic, per notice	$***
2.      Custom, per notice	Quote per notice
C.     Computer Letters (excludes postage)
1.      Generic, per letter	$***
2.      Custom, per letter	Quote per notice
D.     Delinquency Labels
1.      Spooled to site	$*** per label
2.      Printed 4-up labels	$*** per label
3.      Printed Cheshire labels	$*** per label
4.      Printed LAB labels	$*** per label
5.      Reports ($*** minimum charge)	$*** per report, per site
E.     Special Request Build Fee	$*** per build, per System Site
F.      Custom Paper, Envelope, Supply Purchasing	Quote
G.     Inserts
1.      Printing Services
a.      Marketing/ad inserts	Quote
b.      Other communication	Quote
2.      Processing (maximum of 5 inserts per statement)	$*** per insert
3.      Late insert notification	$*** per version per site
4.      Late arrival of inserts	$*** per version per site
5.      Holds or notification of insufficient inserts	$***
6.      Returns to customer (handling fee)	$*** (Shipping costs passed to customer)
H.     Deconversion Fee Fee (Note 4)	Quote
I.       Set Up Charge
1.      Cycle size per System Site less than 550 statements	$*** per cycle per System Site
2.      Cycle size per System Site equal to or greater than 550 statements and less than 3,000 statements	$*** per cycle per System Site
3.      Cycle size per System Site equal to or greater than 4,000 statements	No Charge per cycle per System Site

Set Up Charge	The set up fee will not be charged to newly converted System Sites until the System Site cycle spreads or five (5) months after the conversion date, whichever occurs first.
Postage	Postage costs incurred in the delivery of ancillary services to Customer will be treated as a pass-through cost and charged to the customer.

Note 1: The per statement price for each of these five (5) tiers, as noted, is not intended to apply incrementally (e.g., if Customer had 3,500,000 statements, the per statement price would be $*** on all 3,500,000 statements; if Customer had 5,500,000 statements, the per statement price would be $*** on all 5,500,000 statements).

Note 2: For Customer’s system prin 8255/9000, Customer may select enhanced statement turnaround services of three (3) business day turnaround following cycle completion, 95% of the time on a monthly basis and four (4) business day turnaround following cycle completion, 100% of the time on a monthly basis, for the related fees set forth above.

50

CONFIDENTIAL AND PROPRIETARY INFORMATION - FOR USE BY AUTHORIZED EMPLOYEES

OF THE PARTIES HERETO ONLY AND IS NOT FOR GENERAL DISTRIBUTION

WITHIN OR OUTSIDE THEIR RESPECTIVE COMPANIES

“Confidential Treatment Requested and the Redacted Material has been separately filed with the Commission.”

Note 3: A billable data frame is the equivalent of one logical statement page (e.g., one side of a subscriber’s physical statement page) which contains detailed information that is unique to a specific subscriber.

Note 4: To be provided on a time and materials basis.

6. DATA COMMUNICATIONS PRICING:

Provided at CSG’s then current rates.

Note: Any other fees and charges for any CSG Product or Service provided or licensed to Customer and not listed above shall be set forth in the subsequently executed Schedule for such Product or Service. Fees for CSG Product or Service not purchased by Customer at time of Agreement Execution Date are subject to change without notice.

Agreed and accepted this 1st day of April, 1999, by:

CSG SYSTEMS, INC. (“CSG”)		ECHOSTAR SATELLITE CORPORATION (“Customer”)
By:	/s/ Edward C. Nafus	By:	/s/ Purvish C. Kothari

51

CONFIDENTIAL AND PROPRIETARY INFORMATION - FOR USE BY AUTHORIZED EMPLOYEES

OF THE PARTIES HERETO ONLY AND IS NOT FOR GENERAL DISTRIBUTION

WITHIN OR OUTSIDE THEIR RESPECTIVE COMPANIES

“Confidential Treatment Requested and the Redacted Material has been separately filed with the Commission.”

PERFORMANCE STANDARDS

[Redacted for Confidential Treatment]

52

“Confidential Treatment Requested and the Redacted Material has been separately filed with the Commission.”

FIRST AMENDMENT

TO

CSG MASTER SUBSCRIBER MANAGEMENT SYSTEM AGREEMENT

BETWEEN

CSG SYSTEMS, INC.

AND

ECHOSTAR SATELLITE CORPORATION

This First Amendment (the “Amendment”) is executed this 13th day of August, 1999, and is made by and between CSG Systems, Inc., a Delaware corporation (“CSG”) and Echostar Satellite Corporation (“Customer”). CSG and Customer entered into a certain CSG Master Subscriber Management System Agreement dated April 1, 1999 (the “Agreement”), and now desire to amend the Agreement in accordance with the terms and conditions set forth in this Amendment. If the terms and conditions set forth in this Amendment shall be in conflict with the Agreement, the terms and conditions of this Agreement shall control. Any terms in initial capital letters or all capital letters used as a defined term but not defined in this Amendment, shall have the meaning set forth in the Agreement. Upon execution of this Amendment by the parties, any subsequent reference to the Agreement between the parties shall mean the Agreement as amended by this Amendment. Except as amended by this Amendment, the terms and conditions set forth in the Agreement shall continue in full force and effect according to their terms.

CSG and Customer agree as follows:

1. Customer desires to utilize CSG Screen Express and CSG Message Express on a trial basis. As a result, for the fees set forth below, CSG hereby grants Customer a license to use CSG Screen Express and CSG Message Express for a period beginning upon the effective date of this Amendment and ending on October 31, 1999, unless otherwise extended to a date mutually agreed to by both parties. If Customer desires to receive a perpetual license for CSG Screen Express and CSG Message Express, CSG and Customer shall mutually agree to the terms and conditions for CSG Screen Express and CSG Message Express by signing a mutually agreeable license agreement for CSG Screen Express and CSG Message Express no later than October 31, 1999, unless otherwise extended to a date mutually agreed to by both parties. Upon the execution of such agreement or October 31, 1999 or such other date as mutually agreed to by both parties, whichever comes first, this Amendment shall terminate and have no further force and effect. The following changes are hereby made to the Agreement:

a. Exhibit B-1 is amended to include the following:

CSG Product	System Sites	Workstations
CSG Screen Express	Thornton, CO McKees Port, PA Littleton, CO 4th Call Center (Location TBD)	2,500
Message Express	same	2,500

1

CONFIDENTIAL AND PROPRIETARY INFORMATION - FOR USE BY AUTHORIZED EMPLOYEES

OF THE PARTIES HERETO ONLY AND IS NOT FOR GENERAL DISTRIBUTION

WITHIN OR OUTSIDE THEIR RESPECTIVE COMPANIES

“Confidential Treatment Requested and the Redacted Material has been separately filed with the Commission.”

b. Exhibit B-1(a) is amended to include the following:

CSG Screen Express. Integrated with CSG ACSR and the call center’s ACD telephony switch, Screen Express provides incoming call/ACSR screen synchronization at the CSR workstation. In addition, Screen Express provides basic software-based operations of the CSR’s physical telephone.

Message Express. Message Express is an add-on module to CSG Screen Express providing desktop readerboard functionality to the client application. The client can be used to display ACD statistical information, as well as, a desktop message center. Extended messages can be accessed using Universal Naming Convention (UNC) path information, including web browser integration.

c. Schedule E is amended to add the following Designated Environment for CSG Screen Express:

CSG Screen Express^™ Designated Environment

Effective Date 7/99 Page 1 of 1

Note: CSG Screen Express^™ requires CSG ACSR and AOI

Screen Express CTI Server Options

Sun Sparc/UltraSparc 5 or greater ⁽¹⁾ – 150 Mhz or greater; 128 MB RAM; 30 MB available hard drive space; network card (10MB min., 10BT or BNC); v2.5.1 OS or greater, with specified patches; TCP/IP protocol installed

Windows NT compatible – 233 Mhz or greater⁽²⁾; 128 MB RAM; 30 MB available hard drive space⁽³⁾; network card (10MB min., 10BT or BNC); NT v4.0 w/ service pack 3 and Year 2000 fixes; TCP/IP installed

Screen Express Desktop Workstation

Windows NT or Windows 95 compatible – 32 bit; 200 Mhz or greater; 128 MB RAM; minimum 3MB available; network card (10MB min., 10BT or BNC); Windows NT v 4.0 w/ Service pack 3 or greater; TCP/IP installed

Screen Express ACD Options

Aspect ACD – v 6.2 OS or greater and requires Application Bridge Link (Ethernet)

Lucent G3 – v4.x OS or greater and requires ASAI Interface

Rolm – TBD

⁽¹⁾ 1996 or newer models

⁽²⁾ Recommended 350 Mhz or greater for Call Centers over 250 agents

⁽³⁾ Optional data logging features may require additional drive space if logging destination is local.

2

CONFIDENTIAL AND PROPRIETARY INFORMATION - FOR USE BY AUTHORIZED EMPLOYEES

OF THE PARTIES HERETO ONLY AND IS NOT FOR GENERAL DISTRIBUTION

WITHIN OR OUTSIDE THEIR RESPECTIVE COMPANIES

“Confidential Treatment Requested and the Redacted Material has been separately filed with the Commission.”

2. The fees for use of the CSG Screen Express license on a trial basis are at no cost except for the fees set forth below:

Installation/Start-up Fee - $*** per server plus Reimbursable Expenses

* This fee will be invoiced the month each installation is completed.

THIS AMENDMENT is executed on the day and year first shown above.

CSG SYSTEMS, INC. (“CSG”)		ECHOSTAR SATELLITE CORPORATION (“Customer”)
By:	/s/ Joseph T. Ruble	By:	/s/ Purvish Kothari
Title:	V.P. & General Counsel	Title:	CIO/SVP
Name:	Joseph T. Ruble	Name:	Purvish Kothari

3

CONFIDENTIAL AND PROPRIETARY INFORMATION - FOR USE BY AUTHORIZED EMPLOYEES

OF THE PARTIES HERETO ONLY AND IS NOT FOR GENERAL DISTRIBUTION

WITHIN OR OUTSIDE THEIR RESPECTIVE COMPANIES

“Confidential Treatment Requested and the Redacted Material has been separately filed with the Commission.”

SECOND AMENDMENT

TO

CSG MASTER SUBSCRIBER MANAGEMENT SYSTEM AGREEMENT

BETWEEN

CSG SYSTEMS, INC.

AND

ECHOSTAR SATELLITE CORPORATION

This Second Amendment (the “Amendment”) is executed this 11^th day of December, 1999, and is made by and between CSG Systems, Inc., a Delaware corporation (“CSG”) and Echostar Satellite Corporation (“Customer”). CSG and Customer entered into a certain CSG Master Subscriber Management System Agreement dated April 1, 1999, as subsequently amended (collectively, the “Agreement”), and now desire to amend the Agreement in accordance with the terms and conditions set forth in this Amendment. If the terms and conditions set forth in this Amendment shall be in conflict with the Agreement, the terms and conditions of this Amendment shall control. Any terms in initial capital letters or all capital letters used as a defined term but not defined in this Amendment, shall have the meaning set forth in the Agreement. Upon execution of this Amendment by the parties, any subsequent reference to the Agreement between the parties shall mean the Agreement as amended by this Amendment. Except as amended by this Amendment, the terms and conditions set forth in the Agreement shall continue in full force and effect according to their terms.

CSG and Customer agree as follows:

1. Customer desires to modify the number of workstations licensed for ACSR, xBOI, ACSR AOI, CSG Statement Express and CIT. As a result, the following changes are hereby made to the Agreement:

a. Exhibit B-1 is hereby deleted and replaced with Exhibit B-1 attached hereto.

b. Section 2.H of Schedule F is hereby deleted and replaced with Section 2.H attached hereto.

2. Customer desires to license CSG Screen Express and Message Express. As a result, for the fees set forth in Section 2.F of Schedule F, CSG hereby grants Customer a perpetual license to use CSG Screen Express and Message Express. Therefore, in accordance with Section 1 of the First Amendment, such First Amendment is terminated and has no further force and effect. The number of workstations licensed for CSG Screen Express and Message Express are set forth in Exhibit B-1. Furthermore, as part of the fees paid by Customer for CSG Screen Express, CSG hereby grants Customer one (1) additional license to use CSG’s ACSR AOI product. Customer agrees that it will only use such ACSR AOI license to operate CSG Screen Express and for no other purpose. As a point of clarification, the AOI license granted to Customer under this Section 2 with respect to CSG Screen Express shall be in addition to any AOI licenses already granted to Customer in the Agreement, as referenced in Section 2.A of Schedule F. Additionally, as part of the fees paid by Customer for CSG Screen Express, CSG will provide Customer with one API to enable external Customer applications to use CSG Screen Express capabilities. The following changes are hereby made to the Agreement:

a. The fees for initial purchase of CSG Screen Express and Message Express are set forth in Section 2.H of Schedule F attached hereto.

b. Exhibit B-1(a) is amended to include the following:

CSG Screen Express. Integrated with CSG ACSR and the call center’s ACD telephony switch, Screen Express provides incoming call/ACSR screen synchronization at the CSR workstation. In addition, Screen Express provides basic software-based operations of the CSR’s physical telephone.

Message Express. Message Express is an add-on module to CSG Screen Express providing desktop readerboard functionality to the client application. The client can be used to display ACD statistical information, as well as, a desktop message center. Extended messages can be accessed using Universal Naming Convention (UNC) path information, including web browser integration.

“Confidential Treatment Requested and the Redacted Material has been separately filed with the Commission.”

c. Schedule E is hereby amended to included the following CSG Screen Express Designated Environment:

CSG Screen Express^™ Designated Environment

Effective Date 5/99

Note: CSG Screen Express^™ requires CSG ACSR and AOI

Screen Express CTI Server Options

Sun Sparc/UltraSparc 5 or greater ⁽¹⁾ – 150 Mhz or greater; 128 MB RAM; 30 MB available hard drive space; network card (10MB min., 10BT or BNC); v2.5.1 OS or greater, with specified patches; TCP/IP protocol installed

Windows NT compatible – 233 Mhz or greater⁽²⁾; 128 MB RAM; 30 MB available hard drive space⁽³⁾; network card (10MB min., 10BT or BNC); NT v4.0 w/ service pack 3 and Year 2000 fixes; TCP/IP installed

Screen Express Desktop Workstation

Windows NT or Windows 95 compatible – 32 bit; 200 Mhz or greater; 128 MB RAM; minimum 3MB available; network card (10MB min., 10BT or BNC); Windows NT v 4.0 w/ Service pack 3 or greater; TCP/IP installed

Screen Express ACD Options

Aspect ACD – v 6.2 OS or greater and requires Application Bridge Link (Ethernet)

Lucent G3 – v4.x OS or greater and requires ASAI Interface

Rolm – TBD

⁽¹⁾ 1996 or newer models

⁽²⁾ Recommended 350 Mhz or greater for Call Centers over 250 agents

⁽³⁾ Optional data logging features may require additional drive space if logging destination is local.

d. Section 2.F. of Schedule F is amended to include the following fees for Message Express:

The license and maintenance fees for Message Express have been included as part of the license and maintenance fees for CSG Screen Express.

THIS AMENDMENT is executed on the day and year first shown above.

CSG SYSTEMS, INC. (“CSG”)		ECHOSTAR SATELLITE CORPORATION (“Customer”)
By:	/s/ Joseph T. Ruble	By:	/s/ Purvish C. Kothari
Name:	Joseph T. Ruble	Name:	Purvish C. Kothari
Title:	V.P. & General Counsel	Title:	CIO/SVP

“Confidential Treatment Requested and the Redacted Material has been separately filed with the Commission.”

EXHIBIT B-1

CSG Products, System Sites and Workstations

CSG Product	System Sites	Workstations
ACSR	Thornton, CO	2,500*
	McKees Port, PA
	Littleton, CO
ACSR AOI	(same)	2,500*
XBOI	(same)	2,500*
CSG Statement Express	(same)	2,500
CSG Vantage	(same)	30**
CIT	(same)	2,500
CSG Screen Express/Message Express	(same)	2,243

* 2,000 currently licensed under previous agreement between CSG and Customer.

** 30 currently licensed under previous agreement between CSG and Customer.

Schedule F

2. CSG Products:

H. Customer’s Initial Purchase of CSG Products under this Agreement:

Customer agrees to license the following CSG Products and pay to CSG the associated fees as set forth below:

•      ACSR/XBOI/ACSR AOI/CBT/CSG Statement Express perpetual software license fees (bundled) 500 workstations x $*** per workstation	$***
•      CSG Statement Express perpetual software license fees 2,000 workstations x $*** per workstation	$***
•      CIT perpetual software license fees 2,500 workstations x $*** per workstation	$***
•      CSG Screen Express/Message Express perpetual software license fees 2,243 workstations x $*** per workstation	$***
Total for Initial Software purchase	$***
•      Annual Maintenance Fees on the above (***%)	$***
Note: Notwithstanding Section 10 of the Agreement, the annual maintenance period for each Product will begin upon installation of each Product, but no later than June 30, 2000.
Total fees due to CSG	$***
•      Payment Terms:
Cash Payment Due June 1, 1999	$***
Cash Payment Due September 15, 1999	$***
Cash Payment Due November 15, 1999	$***
Cash Payment Due March 15, 2000	$***
Total	$***

Note: Does not include the cost of Third Party Software. The fees for additional CSG Product purchases are set forth in Schedule F.2, Sections A through G.

“Confidential Treatment Requested and the Redacted Material has been separately filed with the Commission.”

THIRD AMENDMENT

TO

CSG MASTER SUBSCRIBER MANAGEMENT SYSTEM AGREEMENT

BETWEEN

CSG SYSTEMS, INC.

AND

ECHOSTAR SATELLITE CORPORATION

This Third Amendment (the “Amendment”) is executed this 31st day of December, 1999, and is made by and between CSG Systems, Inc., a Delaware corporation (“CSG”) and Echostar Satellite Corporation (“Customer”). CSG and Customer entered into a certain CSG Master Subscriber Management System Agreement dated April 1, 1999, as subsequently amended (the “Agreement”), and now desire to amend the Agreement in accordance with the terms and conditions set forth in this Amendment. If the terms and conditions set forth in this Amendment shall be in conflict with the Agreement, the terms and conditions of this Amendment shall control. Any terms in initial capital letters or all capital letters used as a defined term but not defined in this Amendment, shall have the meaning set forth in the Agreement. Upon execution of this Amendment by the parties, any subsequent reference to the Agreement between the parties shall mean the Agreement as amended by this Amendment. Except as amended by this Amendment, the terms and conditions set forth in the Agreement shall continue in full force and effect according to their terms.

CSG and Customer agree as follows:

1. Effective January 1, 2000, the section entitled “Number of Basic Subscribers” in Section 1.A. of Schedule F, shall be amended to reflect the following:

Number of Basic Subscribers	BSC*
0 to 3,000,000	$	***
3,000,001 to 6,000,000	$	***
6,000,001 to 7,000,000	$	***
7,000,001 and greater	$	***

2. Customer desires to license additional workstations of ACSR, XBOI, AOI, CBT, CSG Statement Express, CIT and CSG Screen Express/Message Express. Therefore, for the fees set forth below, CSG hereby grants Customer an additional 542 licenses of ACSR, XBOI, AOI, CBT, CSG Statement Express, CIT and CSG Screen Express/Message Express. As a result, the total number of workstations set forth on Exhibit B-1 for ACSR, XBOI, AOI, CBT, CSG Statement Express and CIT is increased from 2,500 to 3,042 and the total number of workstations set forth on Exhibit B-1 for CSG Screen Express/Message Express is increased from 2,243 to 2,785.

3. The fees for the additional licenses set forth above are as follows:

•      ACSR/XBOI/ACSR AOI/CBT/CSG Statement Express perpetual software license fees (bundled) 542 workstations x $*** * per workstation	$***
•      CIT perpetual software license fees 542 workstations x $*** * per workstation	$***
•      Screen Express/Message Express perpetual software license fees 542 workstations x $*** * per workstation	$***
Total License Fees due under this Amendment	$***

* For the additional workstations licensed under this Amendment only, CSG is providing Customer with a 20% discount on the license fees set forth in the Agreement.

1

CONFIDENTIAL AND PROPRIETARY INFORMATION - FOR USE BY AUTHORIZED EMPLOYEES

OF THE PARTIES HERETO ONLY AND IS NOT FOR GENERAL DISTRIBUTION

WITHIN OR OUTSIDE THEIR RESPECTIVE COMPANIES

“Confidential Treatment Requested and the Redacted Material has been separately filed with the Commission.”

•      Annual Maintenance Fees on the above (15%) * $***

* For the additional workstations licensed under this Amendment only, CSG is providing Customer with a discount on the annual maintenance fees set forth in the Agreement from eighteen percent (18%) to fifteen percent (15%) for the term of the Agreement.

Note: Notwithstanding Section 10 of the Agreement, the annual maintenance period for each Product licensed under this Amendment only will begin upon installation of each Product, but no later than December 31, 2000. Payment of the initial Annual Maintenance Fees for each Product licensed under this Amendment only will be due upon the installation of the Product and annually thereafter on the anniversary of the installation.

•      Software License Fee Payment Terms:
Cash Payment Due June 30, 2000	$	***
Cash Payment Due September 30, 2000	$	***
Cash Payment Due December 31, 2000	$	***
Total	$	***

Note: Does not include the cost of Third Party Software. The fees for additional CSG Product purchases are set forth in Schedule F.2, Sections A through G.

4. Customer shall have the option to revise the Products licensed from CSG for the total of $***, provided that Customer notifies CSG of such revision prior to March 31, 2000. Any such revisions shall be set forth in a separately executed amendment to the Agreement.

THIS AMENDMENT is executed on the day and year first shown above.

CSG SYSTEMS, INC. (“CSG”)		ECHOSTAR SATELLITE CORPORATION (“Customer”)
By:	/s/ Joseph T. Ruble	By:	/s/ Purvish C. Kothari
Name:	Joseph T. Ruble	Name:	Purvish C. Kothari
Title:	V.P. & General Counsel	Title:	CIO/SVP

2

CONFIDENTIAL AND PROPRIETARY INFORMATION - FOR USE BY AUTHORIZED EMPLOYEES

OF THE PARTIES HERETO ONLY AND IS NOT FOR GENERAL DISTRIBUTION

WITHIN OR OUTSIDE THEIR RESPECTIVE COMPANIES

“Confidential Treatment Requested and the Redacted Material has been separately filed with the Commission.”

FOURTH AMENDMENT

TO

CSG MASTER SUBSCRIBER MANAGEMENT SYSTEM AGREEMENT

BETWEEN

CSG SYSTEMS, INC.

AND

ECHOSTAR SATELLITE CORPORATION

This Fourth Amendment (the “Amendment”) is executed this 9^th day of June, 2000, and is made by and between CSG Systems, Inc., a Delaware corporation (“CSG”) and Echostar Satellite Corporation (“Customer”). CSG and Customer entered into a certain CSG Master Subscriber Management System Agreement dated April 1, 1999, as subsequently amended (the “Agreement”), and now desire to amend the Agreement in accordance with the terms and conditions set forth in this Amendment. If the terms and conditions set forth in this Amendment shall be in conflict with the Agreement, the terms and conditions of this Amendment shall control. Any terms in initial capital letters or all capital letters used as a defined term but not defined in this Amendment, shall have the meaning set forth in the Agreement. Upon execution of this Amendment by the parties, any subsequent reference to the Agreement between the parties shall mean the Agreement as amended by this Amendment. Except as amended by this Amendment, the terms and conditions set forth in the Agreement shall continue in full force and effect according to their terms.

CSG and Customer agree as follows:

1. Customer desires to utilize CSG’s CSG Care Express^™ Service on a trial basis. As a result, for the fee set forth below, CSG hereby agrees to provide Customer with CSG Care Express for a trial period beginning upon the effective date of this Amendment and ending on December 29, 2000 (the “Trial Period”). Therefore, Schedule A of the Agreement is amended to include CSG Care Express and Exhibit A-8 attached hereto. If Customer desires to utilize CSG Care Express beyond the Trial Period, CSG and Customer shall mutually agree to the terms and conditions for the continuation of such Service, including but not limited to the fees, by signing a mutually agreeable amendment no later than December 29, 2000; provided, however, the parties shall work together in good faith to reach a mutually agreeable amendment by November 30, 2000. If Customer does not desire to utilize CSG Care Express beyond the Trial Period, such Service will be discontinued and this Amendment shall terminate and have no further force and effect, except for the fee set forth below.

2. CSG will host CSG Care Express in-house from CSG’s data centers in Denver, CO. During the Trial Period, the Care Express server will be available 99.2% of the time, on a monthly basis, excluding downtime for maintenance from 1:00 a.m. to 5:00 a.m. CST on the first and third Sundays of each month. During the Trial Period CSG will develop a plan for re-architecting both the system and network configurations to provide a higher availability, redundant solution. If Customer and CSG sign a mutually agreeable amendment for CSG Care Express as described above in Section 1, CSG will implement such plan. Additionally, if Customer desires to utilize CSG Care Express beyond the Trial Period, CSG and Customer will re-evaluate the Care Express solution and mutually agree upon the on-going service level agreements to be included in the amendment. CSG has the ability to ramp and scale Care Express to meet Customer’s business requirements.

3. The fee for Customer’s use of the CSG Care Express Service for the trial period is as follows:

Trial period use fee $ ***

The trial period use fee includes the following:

• Six (6) month bill archival for registered users

• Three (3) month bill archival for non-registered users

• Electronic bill presentment fee for registered users

• Up to eighty (80) hours of support services. Support services requested by Customer that exceed eighty (80) hours shall be provided by CSG at $*** per hour, per person

1

CONFIDENTIAL AND PROPRIETARY INFORMATION - FOR USE BY AUTHORIZED EMPLOYEES

OF THE PARTIES HERETO ONLY AND IS NOT FOR GENERAL DISTRIBUTION

WITHIN OR OUTSIDE THEIR RESPECTIVE COMPANIES

“Confidential Treatment Requested and the Redacted Material has been separately filed with the Commission.”

THIS AMENDMENT is executed on the day and year first shown above.

CSG SYSTEMS, INC. (“CSG”)		ECHOSTAR SATELLITE CORPORATION (“Customer”)
By:	/s/ Joseph T. Ruble	By:	/s/ Germar Schaefer
Title:	V.P. & General Counsel	Title:	VP, IT & Dev.
Name:	Joseph T. Ruble	Name:	Germar Schaefer

2

CONFIDENTIAL AND PROPRIETARY INFORMATION - FOR USE BY AUTHORIZED EMPLOYEES

OF THE PARTIES HERETO ONLY AND IS NOT FOR GENERAL DISTRIBUTION

WITHIN OR OUTSIDE THEIR RESPECTIVE COMPANIES

“Confidential Treatment Requested and the Redacted Material has been separately filed with the Commission.”

EXHIBIT A-8

CSG Care Express^™

1. CSG Care Express Services. Customer desires to utilize CSG’s web-based software application that will allow it to perform a variety of customer care functions via the Internet as described in Exhibit A-8(a) (the “Care Express Services”).

2. Development, Production and Operation of CSG Care Express. CSG will perform the design, development and programming services related to the design and use of the Care Express Services and create the work product deliverables (the “Work Product”) set forth in a separately executed CSG Care Express work order (the “Work Order”). The Care Express Services will contain the CSG Intellectual Property and the Customer Intellectual Property set forth on the Work Order. After CSG has completed the Work Product, CSG will produce and operate the Care Express Services for Customer.

3. Definitions Relating to Intellectual Property. “Customer’s Intellectual Property” means the trademarks, service marks, other indicia of origin, copyrighted material and art work owned or licensed by Customer that CSG may use in connection with designing, producing and operating the Care Express Services. “CSG Intellectual Property” means trademarks, service marks, other indicia of origin, copyrighted material and art work owned or licensed by CSG and maintained in CSG’s public library that may be used in connection with designing, producing and operating the Care Express Services.

4. Ownership of the Care Express Services. Except with respect to Customer Intellectual Property, all patents, copyrights, trade secrets and other proprietary rights in or to the Work Product shall be CSG’s sole and exclusive property, whether or not specifically recognized or perfected under applicable law. Customer shall not have or acquire any proprietary interest in the Work Product, including the actual format or layout created for Customer, or in CSG’s billing and management information software and technology and agrees that the Work Product are not works specially ordered and commissioned for use as a contribution to a collective work and are not works made for hire pursuant to U.S. Copyright Law. However, CSG grants Customer, and Customer accepts from CSG, a non-exclusive, non-transferable, paid up, royalty free and perpetual right to use, reproduce, copy and display the design and format of the completed Work Product.

5. Customer’s Intellectual Property Representations. CSG may use all of Customer’s Intellectual Property necessary to design, produce and operate the Care Express Services and perform CSG’s other rights and obligations hereunder. CSG may cease use of any of Customer’s Intellectual Property on the Care Express Services at any time, upon notice to Customer. Customer represents and warrants that it owns or has licensed all of Customer’s Intellectual Property, and that CSG’s use of Customer’s Intellectual Property on the Care Express Services pages will not constitute a misuse or infringement of Customer’s Intellectual Property, or the rights of any third party. Customer will use best efforts to maintain its rights to use and license Customer’s Intellectual Property and will immediately advise CSG of the loss of Customer’s right to use Customer’s Intellectual Property. Customer will immediately advise CSG of all copyright and other notices that must be used in connection with Customer’s Intellectual Property and of any restrictions on the use of Customer’s Intellectual Property relevant to CSG.

6. Indemnification Relating to the Care Express Services. Notwithstanding anything to the contrary in this Agreement, Customer shall indemnify, defend and hold CSG harmless from any claims, demands, liabilities, losses, damages, judgments or settlements, including all reasonable costs and expenses related thereto (including attorneys’ fees), directly or indirectly resulting from Customer’s breach of any representation or warranty under Section 5 above, and from any claim arising from CSG’s actions on behalf of Customer in designing the Work Product, producing and operating the Care Express Services or otherwise relating to this Exhibit, except for those claims arising directly from CSG Intellectual Property.

3

CONFIDENTIAL AND PROPRIETARY INFORMATION - FOR USE BY AUTHORIZED EMPLOYEES

OF THE PARTIES HERETO ONLY AND IS NOT FOR GENERAL DISTRIBUTION

WITHIN OR OUTSIDE THEIR RESPECTIVE COMPANIES

“Confidential Treatment Requested and the Redacted Material has been separately filed with the Commission.”

EXHIBIT A-8(a)

CARE EXPRESS SERVICES

CSG Care Express provides electronic bill presentment and payment services over the Internet. Functional specifications include:

Bill Presentment

• Bills are dynamically rendered using custom presentation and content templates

• Three months of bills available for all subscribers immediately upon registration within the implementation area

Note: Such availability requires a “ramp-up” period (i.e., three months of bills will not be available until the third month following the initiation of bill archival services)

• E-mail notification of bill availability sent to registered subscribers

• Six-month bill archive maintained for registered subscribers

Note: Such availability requires a “ramp-up” period (i.e., six months of bills will not be available until the sixth month following the initiation of bill archival services)

Bill Payment

• Payment methods include credit card and PIN-less debit card

• Credit card options include American Express, Discover, Visa and Master Card

• Debit card options include Visa and Master Card

• Subscribers presented with payment authorization message at time of payment

Subscriber Registration

• Internet registration for new subscribers of Care Express Services

• Internet maintenance of subscriber information such as E-mail address and password

Marketing

Support for CSG’s Enhanced Statement Presentation^® marketing assets:

• Messages (Regulatory and Marketing)

• Pre-printed form information

• Advertising pages

Security

• Data and applications restricted to authorized subscribers only

• SSL (Secure Sockets Layer) 3.0 compliant

Web-Site Customization and Integration

Customer, in conjunction with CSG, will have the ability to customize the Care Express web design to have the layout and design that Customer desires. The integration of Customer’s web site to Care Express should be transparent to the end user.

4

CONFIDENTIAL AND PROPRIETARY INFORMATION - FOR USE BY AUTHORIZED EMPLOYEES

OF THE PARTIES HERETO ONLY AND IS NOT FOR GENERAL DISTRIBUTION

WITHIN OR OUTSIDE THEIR RESPECTIVE COMPANIES

“Confidential Treatment Requested and the Redacted Material has been separately filed with the Commission.”

SIXTH AMENDMENT

TO

CSG MASTER SUBSCRIBER MANAGEMENT SYSTEM AGREEMENT

BETWEEN

CSG SYSTEMS, INC.

AND

ECHOSTAR SATELLITE CORPORATION

This Sixth Amendment (the “Amendment”) is executed this 11^th day of April, 2000, and is made by and between CSG Systems, Inc., a Delaware corporation (“CSG”) and Echostar Satellite Corporation (“Customer”). CSG and Customer entered into a certain CSG Master Subscriber Management System Agreement dated April 1, 1999, as amended, (the “Agreement”), and now desire to amend the Agreement in accordance with the terms and conditions set forth in this Amendment. If the terms and conditions set forth in this Amendment shall be in conflict with the Agreement, the terms and conditions of this Amendment shall control. Any terms in initial capital letters or all capital letters used as a defined term but not defined in this Amendment, shall have the meaning set forth in the Agreement. Upon execution of this Amendment by the parties, any subsequent reference to the Agreement between the parties shall mean the Agreement as amended by this Amendment. Except as amended by this Amendment, the terms and conditions set forth in the Agreement shall continue in full force and effect according to their terms.

CSG and Customer agree as follows:

1. Schedule A and Exhibit B-1 are amended to include Customer’s System Sites at Christiansburg, Virginia and El Paso, Texas.

2. Schedule D shall be amended to include the following installation services for CSG Screen Express and CSG Message Express:

Installation of CTI server

Configuration between CTI server and phone switch

Installation of client application, on-site, excluding Reimbursable Expenses

End-to-end testing

1 day on-site training

Installation and Start-up Services not included (Customer’s responsibility and/or services available for additional fees):

Additional workstation installation

Printer installation

Network interface cards/devices

Remote site engineering services

Definition and implementation of all billing and financial management parameters

Custom report design and development

Operational systems requirements and implementation

Coordination of all vendor activities pertaining to telephony operational network and database management

1

CONFIDENTIAL AND PROPRIETARY INFORMATION - FOR USE BY AUTHORIZED EMPLOYEES

OF THE PARTIES HERETO ONLY AND IS NOT FOR GENERAL DISTRIBUTION

WITHIN OR OUTSIDE THEIR RESPECTIVE COMPANIES

“Confidential Treatment Requested and the Redacted Material has been separately filed with the Commission.”

3. Schedule D shall be amended to include the following installation services for CSG Statement Express:

Circuit Capacity

• Review and determine the Customer Communications statement storage and viewing parameters for the following:

• retention period of statement image,

• number of statement cycles,

• current and projected number of physical ESP statement pages

• average number of billing related calls per day and per hour

• total number of workstations utilizing the application

• total number of SPA’s

• estimated number of concurrent Statement Express users

• Evaluate circuit capacity requirements based upon above criteria

• Provide circuit upgrade requirements (if needed)

• Place order for circuit upgrade (if needed)

Product Installation

• Develop MVS statement extract process

• Build statement image database

• Test extract/statement image process

• Incorporate Statement Express into ANDS processing

• Send CDROM of workstation application software to site

• Verify connectivity to statement image data

Other

• Provide Statement Express Quick Reference Guide

• Access and validate proper statement display

4. Schedule E shall be amended to include the following Designated Environment for Statement Express:

CSG Statement Express™ Designated Environment
Effective 11/99	Page 1 of 1

CSG Statement Express Client - Stand Alone Environment ⁽¹⁾

Platform

See current Designated Environment requirements for ACSR for Windows NT or Windows 95

Minimum Processor

80486

Minimum Free Disk Space

50 MB

Minimum Memory

24 MB

Speed

Network Cards/Devices

2

CONFIDENTIAL AND PROPRIETARY INFORMATION - FOR USE BY AUTHORIZED EMPLOYEES

OF THE PARTIES HERETO ONLY AND IS NOT FOR GENERAL DISTRIBUTION

WITHIN OR OUTSIDE THEIR RESPECTIVE COMPANIES

“Confidential Treatment Requested and the Redacted Material has been separately filed with the Commission.”

Ethernet or Token Ring network adapter

Minimum Video Requirements

Super VGA display and adapter with 800 x 600 resolution

Printer

Any MS Windows supported printer

CSG Statement Express Client - ACSR Integrated Environment ⁽²⁾

Platform

See current Designated Environment requirements for ACSR for Windows NT or Windows 95

Minimum Processor

Minimum Pentium processor with 133 MHz speed

Minimum Free Disk Space

50 MB

Minimum Memory

64 MB

Network Cards/Devices

Ethernet or Token Ring network adapter

Minimum Video Requirements

Minimum Super VGA display with minimum of 1024x768 resolution at 256 colors, small font

Printer

Any MS Windows supported printer

⁽¹⁾ Requires INTERNIC registered address

⁽²⁾ Requires CSG ACSR and INTERNIC registered address

THIS AMENDMENT is executed on the day and year first shown above.

CSG SYSTEMS, INC. (“CSG”)		ECHOSTAR SATELLITE CORPORATION (“Customer”)
By:	/s/ Joseph T. Ruble	By:	/s/ Purvish C. Kothari
Title:	V.P. & General Counsel	Title:	SVP/CIO
Name:	Joseph T. Ruble	Name:	Purvish C. Kothari

3

CONFIDENTIAL AND PROPRIETARY INFORMATION - FOR USE BY AUTHORIZED EMPLOYEES

OF THE PARTIES HERETO ONLY AND IS NOT FOR GENERAL DISTRIBUTION

WITHIN OR OUTSIDE THEIR RESPECTIVE COMPANIES

“Confidential Treatment Requested and the Redacted Material has been separately filed with the Commission.”

EIGHTH AMENDMENT

TO

CSG MASTER SUBSCRIBER MANAGEMENT SYSTEM AGREEMENT

BETWEEN

CSG SYSTEMS, INC.

AND

ECHOSTAR SATELLITE CORPORATION

This Eighth Amendment (the “Amendment”) is executed this 30th day of June, 2000, and is made by and between CSG Systems, Inc., a Delaware corporation (“CSG”) and Echostar Satellite Corporation (“Customer”). CSG and Customer entered into a certain CSG Master Subscriber Management System Agreement dated April 1, 1999, as amended, (the “Agreement”), and now desire to amend the Agreement in accordance with the terms and conditions set forth in this Amendment. If the terms and conditions set forth in this Amendment shall be in conflict with the Agreement, the terms and conditions of this Amendment shall control. Any terms in initial capital letters or all capital letters used as a defined term but not defined in this Amendment, shall have the meaning set forth in the Agreement. Upon execution of this Amendment by the parties, any subsequent reference to the Agreement between the parties shall mean the Agreement as amended by this Amendment. Except as amended by this Amendment, the terms and conditions set forth in the Agreement shall continue in full force and effect according to their terms.

CSG and Customer agree as follows:

1. Customer desires to replace XBOI with the ACSR Promotions GUI, therefore, upon execution of this Amendment, any and all references in the Agreement to “XBOI” or “XBOI Interface” are hereby deleted and replaced with “ACSR Promotions GUI.”

2. Exhibit B-1 (a) is hereby amended to delete the Product Description paragraph for XBOI and replace it with the following text:

ACSR Promotions GUI. The ACSR Promotions GUI is an add-on module to ACSR. The ACSR Promotions GUI streamlines and automates the order entry process by eliminating the need for customer service representatives to access multiple screens and memorize numerous service codes.

3. Customer also desires to license six thousand (6,000) workstations of CSG’s ACSR module for High Speed Data. Therefore, Exhibit B-1 (a) is hereby amended to include the following description of the ACSR module of High Speed Data:

ACSR module for HSD. The ACSR module of HSD allows customers, through the graphical user interface, to access subscriber information on CCS as it relates to Customer’s offering of high speed data services.

4. Customer currently licenses three thousand and forty-two (3,042) workstations of ACSR, XBOI, ACSR AOI, CBT, CSG Statement Express, and CIT, and two thousand seven hundred and eighty-five (2,785) licenses of CSG Screen Express/Message Express, and Customer desires to:

(a) instead license three thousand and forty-two (3,042) workstations of ACSR, ACSR Promotions GUI, ACSR AOI, CBT, CSG Statement Express; and

(b) license an additional two thousand nine hundred fifty-eight (2,958) workstations of ACSR, ACSR Promotions GUI, ACSR AOI, CBT, CSG Statement Express and CIT; and

(c) license an additional three thousand two hundred fifteen (3,215) workstations of CSG Screen Express/Message Express.

(d) license six thousand (6,000) workstations of the ACSR module of High Speed Data.

1

CONFIDENTIAL AND PROPRIETARY INFORMATION - FOR USE BY AUTHORIZED EMPLOYEES

OF THE PARTIES HERETO ONLY AND IS NOT FOR GENERAL DISTRIBUTION

WITHIN OR OUTSIDE THEIR RESPECTIVE COMPANIES

“Confidential Treatment Requested and the Redacted Material has been separately filed with the Commission.”

5. Therefore, effective the date of execution of this Amendment, and for the fee set forth in Paragraph 6 below, Customer and CSG agree:

(a) the three thousand and forty-two (3,042) workstation licenses of ACSR, XBOI, ACSR AOI, CBT, CSG Statement Express shall be cancelled and replaced with three thousand and forty-two (3,042) workstation licenses of ACSR, ACSR Promotions GUI, ACSR AOI, CBT, CSG Statement Express; and

(b) CSG hereby grants Customer an additional two thousand nine hundred fifty-eight (2,958) licenses of ACSR, ACSR Promotions GUI, ACSR AOI, CBT, CSG Statement Express, and CIT; and

(c) CSG hereby grants an additional three thousand two hundred fifteen (3,215) licenses of CSG Screen Express/Message Express; and

(d) Upon delivery of the medium containing the ACSR module of High Speed Data, CSG hereby grants Customer six thousand (6,000) licenses of the ACSR module of High Speed Data; and

(e) that Customer shall be authorized to make copies of the CSG Products for which Customer currently has in its possession prior to the execution of this Amendment, but only to the extent that such copies do not exceed the number of total licenses for such CSG Products as granted herein in this Amendment, and only for the limited purpose as set forth in the Agreement.

6. The total license fee due to CSG for the additional two thousand nine hundred fifty-eight (2,958) licenses of ACSR, ACSR Promotions GUI, ACSR AOI, CBT, CSG Statement Express, and CIT, the additional three thousand two hundred fifteen (3,215) licenses of CSG Screen Express/Message Express, and the six thousand (6,000) licenses of the ACSR module of High Speed Data is $***. The total license fee of $*** shall be billable to Customer on June 30, 2000 and payment of such shall be due to CSG follows:

Partial payment due September 1, 2000	$***
Partial payment due January 1, 2001	$***
Partial payment due April 1, 2001	$***
Partial payment due June 1, 2001	$***
Total amount due under this Amendment	$***

Note: Notwithstanding Section 10 of the Agreement, the license fees above include maintenance fees for the maintenance period from the date of execution of this Amendment through December 31, 2000. All subsequent annual maintenance periods shall begin on January 1 of each year and end on December 31 and shall be billable at the annual amount of $***.

Note: Does not include the cost of Third Party Software as set forth in Section G of Schedule F of the Agreement.

7. As a result of the foregoing, upon execution of this Amendment: (a) the total number of workstations set forth in Exhibit B-1 for ACSR, ACSR Promotions GUI, ACSR AOI, CBT, CSG Statement Express and CIT is increased from 3,042 to 6,000; (b) the total number of workstations set forth on Exhibit B-1 for CSG Screen Express/Message Express is increased from 2,785 to 6,000; and (c) the total number of workstations set forth in Exhibit B-1 for the ACSR module of High Speed Data is 6,000.

THIS AMENDMENT is executed on the day and year first shown above.

CSG SYSTEMS, INC. (“CSG”)		ECHOSTAR SATELLITE CORPORATION (“Customer”)
By:	/s/ John P. Pogge	By:	/s/ Edward F. Allwein
Title:	President	Title:	Vice President
Name:	John P. Pogge	Name:	Edward F. Allwein

2

CONFIDENTIAL AND PROPRIETARY INFORMATION - FOR USE BY AUTHORIZED EMPLOYEES

OF THE PARTIES HERETO ONLY AND IS NOT FOR GENERAL DISTRIBUTION

WITHIN OR OUTSIDE THEIR RESPECTIVE COMPANIES

“Confidential Treatment Requested and the Redacted Material has been separately filed with the Commission.”

TENTH AMENDMENT

TO

CSG MASTER SUBSCRIBER MANAGEMENT SYSTEM AGREEMENT

BETWEEN

CSG SYSTEMS, INC.

AND

ECHOSTAR SATELLITE CORPORATION

This Tenth Amendment (the “Amendment”) is executed this 21st day of December, 2000, and is made by and between CSG Systems, Inc., a Delaware corporation (“CSG”) and Echostar Satellite Corporation (“Customer”). CSG and Customer entered into a certain CSG Master Subscriber Management System Agreement dated April 1, 1999, as amended, (the “Agreement”), and now desire to amend the Agreement in accordance with the terms and conditions set forth in this Amendment. If the terms and conditions set forth in this Amendment shall be in conflict with the Agreement, the terms and conditions of this Amendment shall control. Any terms in initial capital letters or all capital letters used as a defined term but not defined in this Amendment, shall have the meaning set forth in the Agreement. Upon execution of this Amendment by the parties, any subsequent reference to the Agreement between the parties shall mean the Agreement as amended by this Amendment. Except as amended by this Amendment, the terms and conditions set forth in the Agreement shall continue in full force and effect according to their terms.

CSG and Customer agree as follows:

1. Section 18 of the Agreement is deleted in its entirety and replaced with the following:

“Term. This Agreement shall be effective on the date of execution by the parties (the “Effective Date”). This Agreement shall remain in effect until December 31, 2004, unless earlier terminated pursuant to Section 19. As specific consideration for the mutual promises made, and benefits conferred, pursuant to the terms and conditions herein, the Agreement may be extended for three (3) additional one-year terms (“Additional Terms”) at Customer’s option with written notice to CSG delivered at least ninety (90) days prior to December 31, 2004 or the end of each one (1) year Additional Term, but in any case the term of this Agreement shall extend for the term of any license granted under an executed Schedule hereto; provided, however, that such extension shall relate solely to those provisions of the Agreement that survive pursuant to Section 22 hereof. If CSG does not, at least ninety (90) days prior to December 31, 2004 or the end of each one (1) year Additional Term, receive from Customer written notice of Customer’s intent to extend this Agreement, this Agreement shall not be extended beyond its expiration. The term of any specific license for the Products and the term for any specific Services to be provided shall be set forth in the Schedules attached hereto and shall be effective from the date set forth therein and continue as provided for therein, unless terminated pursuant to Section 19 of this Agreement.”

2. Effective the month following the month in which this Amendment is executed, the section entitled “Number of Basic Subscribers” in Section 1.A of Schedule F, shall be amended to reflect the following:

Number of Basic Subscribers	BSC*
0 to 3,000,000	$***
3,000,001 to 6,000,000	$***
6,000,001 to 7,000,000	$***
7,000,001 to 8,000,000	$***
8,000,001 to 9,000,000	$***
9,000,001 and greater	$***

Note: The next adjustment to fees pursuant to Section 4 of the Agreement shall not occur until April 1, 2001 and the rates outlined above shall be the basis for said adjustment.

1

CONFIDENTIAL AND PROPRIETARY INFORMATION - FOR USE BY AUTHORIZED EMPLOYEES

OF THE PARTIES HERETO ONLY AND IS NOT FOR GENERAL DISTRIBUTION

WITHIN OR OUTSIDE THEIR RESPECTIVE COMPANIES

“Confidential Treatment Requested and the Redacted Material has been separately filed with the Commission.”

3. Effective the month following the month in which this Amendment is executed, the following services shall be included as part of Customer’s BSC as set forth in Section 1.A of Schedule F:

• Monthly per Subscriber Data Extract Fee for One (1) CCS Daily Data Extract

Note: CSG and Customer executed a Statement of Work entitled “Implementation of daily data extracts” on October 13, 2000. In accordance with such Statement of Work, CSG shall waive the programming and development fee associated with the format of the initial database structure. Customer shall have the option to add any commercially available CCS data element to the CCS Daily Data Extract. Any such adjustments to the Daily Data Extract and the associated hourly fees shall be set forth in a separately negotiated statement of work. The fees for any additional data extracts are set forth in Schedule F.

• Monthly Processing and Maintenance Fee for Vantage ESP MessageLink

Note: The initial setup services for Vantage ESP MessageLink shall be provided by CSG at no charge.

4. Customer desires to use CSG’s CCS Services for high speed data to use with its license of CSG’s ACSR module of High Speed Data (HSD). Therefore, the following changes are hereby made to the Agreement:

a. Schedule A is hereby amended to include CCS Services for high speed data as well as the provision of an on-line terminal facility (not the terminals themselves), service bureau access to CCS processing software, adequate computer time (as defined in Section 1(a) of the Performance Standards of the Agreement) and other mechanical data processing services as more specifically described in the user documents.

b. Schedule F is amended to include the following fees for the CCS Services for high speed data:

• Basic Monthly Subscriber Charge (per high speed data subscriber) $***

Note: Customer plans to offer CCS non-rated high speed data services on the same account as video services. The Basic Monthly Subscriber Charge (per high speed data subscriber) as set forth herein relates to CCS non-rated high speed data processing on the same account as video services and access to the thirty nine (39) CCS high speed data fields. Such fee shall commence being billed to Customer the month in which such services are provided by CSG. In the event that such account only has high speed data services, or in the event that such account is a separate account on CCS, Customer agrees to pay the Basic Monthly Subscriber Charge for such account, as set forth in Section 1.A of Schedule F.

• Vantage High Speed Data Support:

Monthly Processing and Maintenance Fee (per high speed data subscriber) $***

Note: The Monthly Processing and Maintenance Fee (per high speed data subscriber) for Vantage High Speed Data Support as set forth herein shall commence being billed to Customer the month in which such services are provided by CSG.

• All conversion, implementation and integration services, and the associated fees, shall be set forth in a mutually agreed upon Statement of Work. Reimbursable Expenses are excluded and billable.

5. CSG shall be Customer’s sole and exclusive provider of billing products and services for Customer’s offerings of high speed data services. Therefore, the first sentence of Section 23 of the Agreement is amended to include “and high speed data” between “video” and “services.”, and the second sentence of Section 23 of the Agreement is amended to include “or high speed data”“ between “video” and “services.”.

6. (a) Customer desires to obtain from CSG, and CSG hereby grants to Customer, the perpetual right to use (at the System Sites set forth in Schedule A of the Agreement) CSG Smartlink^™ (as further described in Attachment A, attached hereto) for the fees set forth in Paragraph 7 and subject to the terms and conditions set forth in the Agreement (including Schedule B of the Agreement). The software license as granted herein this Amendment for CSG Smartlink^™ shall be effective upon delivery of the medium(s) containing the software and Customer shall be responsible for payment for such software license in accordance with paragraph 7 below.

(b) Customer desires to obtain from CSG, and CSG hereby grants to Customer, a limited license to use (at the System Sites set forth in Schedule A of the Agreement) the CSG Workforce Express^SM Fleet Management Downstream Interface for no charge subject to the terms and conditions set forth in the Agreement (including Schedule B of the Agreement). The license granted herein this Paragraph 6(b) is further restricted for the sole and exclusive purpose of interfacing with Customer’s Enterprise Application Integration (“EAI”) Bus. Any other use of the CSG’s Workforce Express^SM Fleet Management Downstream

2

CONFIDENTIAL AND PROPRIETARY INFORMATION - FOR USE BY AUTHORIZED EMPLOYEES

OF THE PARTIES HERETO ONLY AND IS NOT FOR GENERAL DISTRIBUTION

WITHIN OR OUTSIDE THEIR RESPECTIVE COMPANIES

“Confidential Treatment Requested and the Redacted Material has been separately filed with the Commission.”

Interface, including the data obtained thereby, is strictly prohibited, and shall immediately cause the license granted herein this Paragraph 6(b) to terminate. The CSG Workforce Express^SM Fleet Management Downstream Interface must be certified in conjunction with Customer’s EAI Bus by CSG prior to the integration of the interface. All project management, certification, integration, workflow consulting and/or technical review services (including the applicable hourly fees as set forth in Paragraph 7 below) shall be set forth in a mutually agreed upon Statement of Work. The limited license as granted herein this Amendment for the CSG Workforce Express^SM Fleet Management Downstream Interface shall be effective upon the completion of the certification and integration of such interface.

(c) Therefore, as a result of the licenses granted herein this Paragraph 6, effective upon execution of this Amendment:

i. the definition of “Products” in the Agreement shall be amended to include CSG Smartlink^™ and the CSG’s Workforce Express^SM Fleet Management Downstream Interface, and

ii. Exhibit B-1(a) of the Agreement is amended to include the description of CSG Smartlink^™ and the CSG’s Workforce Express^SM Fleet Management Downstream Interface as set forth in Attachment A, attached hereto; and

iii. Schedule E is hereby amended to include the Designated Environment for CSG Smartlink^{™ ™} and the CSG’s Workforce Express^SM Fleet Management Downstream Interface as set forth in Attachment B, attached hereto; and

iv. Customer acknowledges that CSG Smartlink^™ may be operated by Customer at Customer’s location. However, CSG agrees to provide Customer with the Facilities Management Services set forth in Attachment C, attached hereto, to host CSG Smartlink^™ on behalf of Customer. Customer may discontinue the Facilities Management Services, pursuant to a mutually agreed upon Statement of Work, provided that Customer provides CSG with written notice of such decision at least one hundred and eighty (180) days prior to the date that CSG is to cease to provide the Facilities Management Services.

Notwithstanding anything to the contrary in the Agreement, as amended hereby, Customer may not assign or transfer the licenses granted in this Paragraph 6 without CSG prior written consent, which consent shall not be unreasonably withheld. Any attempted transfer or assignment of the licenses without CSG’s prior written consent shall terminate said license.

7. Schedule F is amended to include the following fees for CSG Smartlink^™:

•      Perpetual Software License Fee	$	*	**
•      $*** invoiced on December 31, 2000
•      $*** invoiced on March 31, 2001
Monthly Maintenance Fee (per subscriber)	$	*	**

Note: The Monthly Maintenance Fee (per subscriber) as set forth herein shall commence being billed to Customer the month in which such services are provided by CSG.

•      Installation and Startup Fee Quote

Note: All installation and startup services, and the associated fees, shall be set forth in a mutually agreed upon Statement of Work. Such fees shall not exceed $*** excluding Reimbursable Expenses. Reimbursable Expenses are excluded and billable.

•      Monthly Facilities Management Services Fee $ * **

Note: Includes the services set forth in Attachment C. The Monthly Facilities Management Services Fee as set forth herein shall commence being billed to Customer the month in which such services are provided by CSG.

Monthly Transaction Processing Fee (per subscriber) $ * **

Note: The Monthly Transaction Processing Fee (per subscriber) as set forth herein shall commence being billed to Customer the month in which such services are provided by CSG.

• Required CSG Services in relation to any third party application interfaces:

•      Project Management for Customer’s Application
Interface Development (per person, per hour)	$	*	**
•      Interface Certification/Integration (per person, per hour)	$	*	**

Note: All third party application interfaces must be certified by CSG prior to the integration of such interfaces. All project management, certification and integration services, and the associated fees, shall

3

CONFIDENTIAL AND PROPRIETARY INFORMATION - FOR USE BY AUTHORIZED EMPLOYEES

OF THE PARTIES HERETO ONLY AND IS NOT FOR GENERAL DISTRIBUTION

WITHIN OR OUTSIDE THEIR RESPECTIVE COMPANIES

“Confidential Treatment Requested and the Redacted Material has been separately filed with the Commission.”

be set forth in a mutually agreed upon Statement of Work. Reimbursable Expenses are excluded and billable.

• Other Suggested CSG Services in relation to any third party application interfaces:

•      Work Flow Consulting (per person, per hour)	$	*	**
•      Technical Review (per person, per hour)	$	*	**

Note: Any services to be performed, and the associated fees, shall be set forth in a mutually agreed upon Statement of Work. Reimbursable Expenses are excluded and billable.

8. The following is added as a new section 1(g) to the Performance Standards set forth in the Agreement:

g. Smartlink^™. Computer availability is reported monthly over 365 days per year, 24 hours per day. CSG performance standards for computer availability is outlined under section 1 a. of the Performance Standards of this Agreement. The computer on-line system will be defined as available if it is processing Customer transactions. Smartlink downtime periods are defined as periods of time in which the system does not send responses to Customer transactions due to the CCS host region or Smartlink server not being available which constitutes a downtime situation.

The Smartlink platform, as defined as the CCS host and CAP server, shall be available for on-line processing 24 hours per day, 365 days per year, *** per cent of the time on a monthly basis with the exceptions set forth below. The Smartlink platform will be defined as available if it is processing Customer transactions. Computer downtime periods are defined as periods of time in which the system does not send responses to Customer transactions due to the computer region or server not being available.

i. CSG shall be allowed one hour each night, Monday through Friday, between the hours of 2:30 a.m. and 6:30 a.m. Central Time for nightly CCS host processing and CAP server maintenance. During this time, the on-line systems will not be available.

ii. CSG shall be allowed two hours each night, Saturday and Sunday, between the hours of 2:30 a.m. and 6:30 a.m. Central Time for nightly CCS host processing and/or CAP server maintenance.

iii. One time per calendar quarter, and with a minimum of 1-week advance notice to Customer, CSG shall be allowed an additional (3) hours downtime for CCS host system and CAP server maintenance on Sunday between the hours of 2:30 a.m. and 7:30 a.m Central Time.

iv. CSG reserves the right to schedule additional emergency maintenance windows with the intent to provide Customer with sufficient prior notification. The lead time provided under these circumstances will be dependent on the particular emergency.

• CSG shall not be responsible for its failure to meet the performance standard set forth above due to any cause beyond its control, such as but not limited to: Customer network interruptions, third party network providers, etc. Upon Customer’s request, CSG shall provide to Customer an explanation for the failure, including information regarding whether such failure was, in fact, cause by events outside of CSG’s control.

• CSG will make commercially reasonable best efforts to achieve ***% computer uptime on a monthly basis.

• CSG shall be not responsible for the availability of client’s server equipment which interfaces with CSG’s CAP server.

9. Schedule A and Exhibit B-1 are hereby amended to include any Customer site as a Customer System Site.

10. CSG will support 3270 CCS transactions, SmartLink^™ and the Workforce Express Fleet Management Downstream Interface during the term of this Agreement; provided, however, Customer agrees to work in good faith with CSG to convert to SmartLink^™ and/or Workforce Express Fleet Management Downstream Interface all 3270 applications that CSG demonstrates to cause material adverse impact upon the response time, operation or performance of the CCS system, and where Customer concurs that such conversion would not cause material adverse impact upon the response time, operation or performance of Customer’s system.

4

CONFIDENTIAL AND PROPRIETARY INFORMATION - FOR USE BY AUTHORIZED EMPLOYEES

OF THE PARTIES HERETO ONLY AND IS NOT FOR GENERAL DISTRIBUTION

WITHIN OR OUTSIDE THEIR RESPECTIVE COMPANIES

“Confidential Treatment Requested and the Redacted Material has been separately filed with the Commission.”

11. In order for CSG to engage in adequate resource planning in relation to the Performance Standards set forth in the Agreement, Customer agrees to provide CSG, on a quarterly basis, with the following information:

• Daily peak XML transaction volume (per hour) for the prospective six (6) months; and

• Daily peak 3270 transaction volume (per hour) for the prospective six (6) months.

THIS AMENDMENT is executed on the day and year first shown above.

CSG SYSTEMS, INC. (“CSG”)		ECHOSTAR SATELLITE CORPORATION (“Customer”)
By:	/s/ Jack Pogge	By:	/s/ Edward F. Allwein
Title:	President & COO	Title:	Vice President
Name:	Jack Pogge	Name:	Edward F. Allwein

5

CONFIDENTIAL AND PROPRIETARY INFORMATION - FOR USE BY AUTHORIZED EMPLOYEES

OF THE PARTIES HERETO ONLY AND IS NOT FOR GENERAL DISTRIBUTION

WITHIN OR OUTSIDE THEIR RESPECTIVE COMPANIES

“Confidential Treatment Requested and the Redacted Material has been separately filed with the Commission.”

ATTACHMENT A

PRODUCTS

CSG SmartLink^TM is an XML interface that provides a mechanism for customers to use the open standards of the extensible Markup Language (XML) to communicate with core CSG’s CCS system. The XML technology allows a customer to build applications using these open standards. Message based XML is used for communicating upstream to and downstream from core CSG systems. The data communications method for the CSG SmartLink^TM interface is TCP/IP. Customers can use either CSG’s External Integration Protocol (EIP) or HTTP to organize request and reply records on the TCP/IP data stream. CSG provides the customer with the CSG SmartLink^TM Interface Specification and the XML document type definitions (DTDs) for each defined XML activity. XML requests sent by the customer must use the DTDs as supplied by CSG and validate successfully against those DTDs.

Presented below is a summary of the activities that are currently developed for CSG Smartlink^™:

Activity	CCS Transaction (See Note 1)
Credit Card Payment to Account	ACCC
Converter Diagnostic	CDG
Converter Inventory Add	CIA
Converter Inventory Inquiry	CII
Converter Inventory Update	CIU
Customer Entry	CST
Customer Subscriber Maintenance	CSM
Dispatch Inquiry and Update	DIU
Dispatch Status and Update	DSU
House Record Inquiry and Update	HIU
House Record Entry	HSE
Subscriber Access	SAC
Subscriber Current Service	SCS
Subscriber Converter Update	SCU
Scheduling Category Inquiry	SDC
Cycle-to-Date Details	SDS
Subscriber Event Inquiry	SEI
Subscriber Event Purchase	SEP
Subscriber Equipment	SEQ
Subscriber Inquiry and Update #2	SI2
Subscriber Inquiry and Update	SIU
Subscriber Memo Add	SMA
Subscriber Memo Change	SMC
Subscriber Memo Delete	SMD
Subscriber Memo Display	SMS
Subscriber On-Line Statement	SOS
Work Order Close Out	WCM
Work Order Change of Service	WCS
Work Order Disconnect Service	WDS
Work Order Display	WDO
Work Order History	WHS
Work Order Inquiry and Update	WIU
Work Order Connect Service	WOC
Work Order Special Request	WRQ
Work Order Restart Service	WRS
Work Order Trouble Call	WTC

Note 1: CCS transactions are presented above for information purposes and to provide a cross-reference between Smartlink^™ supported activities and CCS transactions. As a message based system, Smartlink^™ messages may not support all functionality of the CCS transaction referenced above. The interface specification provided to Customer outlines the specific functionality of the Smartlink^™ product. Customer’s business need and defined Use Cases will determine the use, applicability and sequencing of specific Smartlink^™ messages in communication with CSG.

CSG’s Workforce Express^SM Fleet Management Downstream Interface is an interface between Customer and CSG’s CCS system which allows selected work order data to flow from CCS to Customer as outlined in Section 3.2 of the Fleet Management System (FMS) Interface Specification, Version 1.0, Release Date: May 25, 2000.

6

CONFIDENTIAL AND PROPRIETARY INFORMATION - FOR USE BY AUTHORIZED EMPLOYEES

OF THE PARTIES HERETO ONLY AND IS NOT FOR GENERAL DISTRIBUTION

WITHIN OR OUTSIDE THEIR RESPECTIVE COMPANIES

“Confidential Treatment Requested and the Redacted Material has been separately filed with the Commission.”

ATTACHMENT B

CSG SMARTLINK^TM

DESIGNATED ENVIRONMENT

The Designated Environment information in this schedule applies only to the CSG Products actually licensed by the Customer and may be subject to change as the specific hardware and software configuration cannot be completely identified and certified until after the business requirements of the Customer are determined during the pre-installation visit.

The Support Services do not include support of the products if used outside the Designated Environment (i.e., other hardware, software, or other modifications have been introduced by the Customer that are outside the Designated Environment). In such a case, CSG may agree to provide customized technical support for CSG’s then-current fees for such services.

Sun Hardware and Software

Server Model	Sun Ultra 450
CPU’s	4 - 400Mhz	PN 2244A
Memory	2 GB	PN 7055A
Base Disk (for OS + Application)	4 - 9GB	PN 5234A
Extended Disk (for operational data)	7 – 9GB	PN 5234A
HardWare RAID 5 disk controller	1	PN 6602A
OS	Solaris 2.7
Major OS Patch level	106541-09

3^rd Party Software

Package	Version	Maintainer	Location/Provider
Netscape Directory Server	4.11	Netscape Communications	See you Sun Rep
IBM MQSeries	5.1	IBM	See your IBM Rep
Apache Web Server	1.3.12	Apache	www.apache.org

7

CONFIDENTIAL AND PROPRIETARY INFORMATION - FOR USE BY AUTHORIZED EMPLOYEES

OF THE PARTIES HERETO ONLY AND IS NOT FOR GENERAL DISTRIBUTION

WITHIN OR OUTSIDE THEIR RESPECTIVE COMPANIES

“Confidential Treatment Requested and the Redacted Material has been separately filed with the Commission.”

CSG WorkForce Express^SM Fleet Management Downstream Interface

Designated Environment

• CSG’s Mainframe System

• Utilizes standard EIS Gateway with HTTP Protocol

• Either though serial port connection (4030) or through the gateway

8

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OF THE PARTIES HERETO ONLY AND IS NOT FOR GENERAL DISTRIBUTION

WITHIN OR OUTSIDE THEIR RESPECTIVE COMPANIES

“Confidential Treatment Requested and the Redacted Material has been separately filed with the Commission.”

ATTACHMENT C

CSG SMARTLINK^TM

FACILITIES MANAGEMENT SERVICES

System Administration

User Administration - CSG will be responsible for all user id’s and passwords for all CSG application and UNIX server accounts.

Application and Server Security - CSG will closely manage the access to all servers in the service bureau environment. Only CSG certified System Administrators will have root access.

Application Engineering and Configuration - CSG will be responsible for overall system usability and availability. CSG will be responsible for maintaining the currency of any vendor software required by the application.

Third Party Software and Configuration - CSG will be responsible for the installation and configuration of any third party software required by the application.

Hardware Configuration Management - CSG is responsible for hardware configuration of the server, network access to the server, and server peripheral hardware.

OS Configuration Management - CSG is responsible for maintaining the currency of the server operating system by installing fixes and upgrading to new levels of the operating system when required.

Operating System Backup and Recovery - CSG will be responsible for maintaining operating system backups. A backup would include the operating system itself as well as all pertinent application configuration elements.

Offsite Tape Storage - CSG will be responsible for providing a process by which operating system backups are stored offsite. The methodology and frequency are at the discretion of the CSG Operations department.

Resource Analysis and Capacity Planning - CSG will be responsible for server and disk sizing to meet current and future customer volume requirements.

Operations Support

Operations – CSG will be responsible for 24x7 monitoring of the server hardware, operating system and applications. CSG will proactively detect issues with any failing component and contact the appropriate support personnel to return the failing component to operation.

9

CONFIDENTIAL AND PROPRIETARY INFORMATION - FOR USE BY AUTHORIZED EMPLOYEES

OF THE PARTIES HERETO ONLY AND IS NOT FOR GENERAL DISTRIBUTION

WITHIN OR OUTSIDE THEIR RESPECTIVE COMPANIES

“Confidential Treatment Requested and the Redacted Material has been separately filed with the Commission.”

ELEVENTH AMENDMENT

TO

CSG MASTER SUBSCRIBER MANAGEMENT SYSTEM AGREEMENT

BETWEEN

CSG SYSTEMS, INC.

AND

ECHOSTAR SATELLITE CORPORATION

This Eleventh Amendment (the “Amendment”) is executed this 27^th day of April, 2001, and is made by and between CSG Systems, Inc., a Delaware corporation (“CSG”) and Echostar Satellite Corporation (“Customer”). CSG and Customer entered into a certain CSG Master Subscriber Management System Agreement dated April 1, 1999, as amended, (the “Agreement”), and now desire to amend the Agreement in accordance with the terms and conditions set forth in this Amendment. If the terms and conditions set forth in this Amendment shall be in conflict with the Agreement, the terms and conditions of this Amendment shall control. Any terms in initial capital letters or all capital letters used as a defined term but not defined in this Amendment, shall have the meaning set forth in the Agreement. Upon execution of this Amendment by the parties, any subsequent reference to the Agreement between the parties shall mean the Agreement as amended by this Amendment. Except as amended by this Amendment, the terms and conditions set forth in the Agreement shall continue in full force and effect according to their terms.

1. Customer agrees to purchase CSG’s Electronic Bill Payment Services (Paybill Advantage^®) as set forth in the attached Exhibit A-4(d), which is hereby added as such to the Agreement. The fees for the services provided pursuant to Exhibit A-4(d) are set forth below and shall become effective when Customer converts from the services provided by CSG pursuant to Exhibit A-4(a) of the Agreement to the services provided by CSG under Exhibit A-4(d). Accordingly, Schedule F shall be amended to include the following fees:

Description of Item/Unit of Measure	Frequency	Fee
1.      Startup: (per system principle) (Note 1)	Per Request	$***
2.      ACH debit and pre-note transaction fees: (Note 2)	Monthly
Transaction volume and per transaction fee (per system principle): •      1 to 1,000 transactions (per transaction) •      1,001 to 2,000 transactions (per transaction) •      2,001 to 3,000 transactions (per transaction) •      3,001 to 4,000 transactions (per transaction) •      4,001 to 5,000 transactions (per transaction) •      5,001 and above transactions (per transaction)		$*** $*** $*** $*** $*** $***
3.      Insufficient funds return (per item, per system principle)	Monthly	$***
4.      Notification of change (per item, per system principle)	Monthly	$***
5.      Redeposit (per item, per system principle)	Monthly	$***
6.      Maintenance (per system principle)	Monthly	$***

Note 1: The startup fee does not apply to system principles converting from the services provided under Exhibit A-4 (a) of the Agreement to the services provided under Exhibit A-4(d).

Note 2: For clarification purposes, the volume discounts are cumulative and not incremental (e.g., if a system principle has 2,000 transactions during the month, all 2,000 transactions would be charged at $*** per transaction).

2. As of the date of execution of this Amendment, Customer receives CSG’s Electronic Payment Services pursuant to Exhibit A-4(a) of the Agreement. Upon Customer’s conversion from the services provided by CSG under Exhibit A-4(a) to the services provided by CSG under Exhibit A-4(d), Exhibit A-4(a) shall be terminated and of no further force or effect.

1

CONFIDENTIAL AND PROPRIETARY INFORMATION - FOR USE BY AUTHORIZED EMPLOYEES

OF THE PARTIES HERETO ONLY AND IS NOT FOR GENERAL DISTRIBUTION

WITHIN OR OUTSIDE THEIR RESPECTIVE COMPANIES

“Confidential Treatment Requested and the Redacted Material has been separately filed with the Commission.”

3. Until such time that Customer converts from the services provided by CSG pursuant to Exhibit A-4(a) of the Agreement to the services provided by CSG under Exhibit A-4(d), Customer shall continue to pay the fees set forth in Schedule F, Section 3.A. of the Agreement. Upon Customer’s conversion from the services provided by CSG under Exhibit A-4(a) to the services provided by CSG under Exhibit A-4(d), Section 3.A. of Schedule F shall be deleted in its entirety and replaced with the fees set forth in paragraph 1 above.

IN WITNESS WHEREOF, the parties have executed this Amendment the day and year first above written.

CSG SYSTEMS, INC. (“CSG”)		ECHOSTAR SATELLITE CORPORATION (“Customer”)
By:	/s/ JOSEPH T. RUBLE	By:	/s/ EDWARD F. ALLWEIN
Name:	Joseph T. Ruble	Name:	Edward F. Allwein
Title:	V.P. & General Counsel	Title:	CIO
Date:	5/14/01	Date:	4/27/01

2

CONFIDENTIAL AND PROPRIETARY INFORMATION - FOR USE BY AUTHORIZED EMPLOYEES

OF THE PARTIES HERETO ONLY AND IS NOT FOR GENERAL DISTRIBUTION

WITHIN OR OUTSIDE THEIR RESPECTIVE COMPANIES

“Confidential Treatment Requested and the Redacted Material has been separately filed with the Commission.”

Exhibit A-4(d)

PAYBILL ADVANTAGE^®

ELECTRONIC PAYMENT SERVICES AGREEMENT

1. ELECTRONIC PAYMENT SERVICES. CSG will provide to Customer, and Customer will purchase from CSG all of Customer’s requirements for the data processing services, including reasonable backup security for Customer’s data, to support electronic bill paying services as set forth in Section 2 below (the “Basic Services”) for all of Customer’s subscriber accounts that elect to utilize Customer’s electronic bill payment services (the “Subscribers”).

2. BASIC SERVICES.

(a) Consumer Debits. Each Subscriber will have the option to preauthorize a debit to either their checking account or savings account each month for a predetermined date of Customer’s choosing. CSG or, if applicable, its third party ACH Originator will be responsible for the disbursement, remittance and settlement of all funds. CSG will create and submit a preauthorized payment disbursement file according to bank industry standards (National Automated Clearing House Association, “NACHA”, or Electronic Data Interface, “EDI”) containing a debit record for Subscribers who have preauthorized monthly debits to be made from checking or savings accounts on a day designated by Customer each month. The ACH Originator will submit to an automated clearing house data in the required form for the collection of the monthly payments from Subscribers bank accounts, which will be effected on the collection date, or if that date is not a banking day, the first banking day after such date. Each debit will be submitted so as to effect the payment on the designated date.

(b) Credit of Remittances. CSG will post to Subscriber’s CCS account a payment transaction for each processing Subscriber on the Subscriber’s collection day.

(c) Enrollment Process. Customer is responsible for obtaining Subscriber enrollment information that authorizes his respective bank to post debit transactions to his respective bank checking account or savings account as required by NACHA. Customer will input Subscriber type of account, bank account number, payment method, and bank routing information into the CCS system. CSG will initiate an ACH prenote the day the form is processed or the day after the form is processed if the form is entered after the daily cutoff time. A daily report will be generated for the Customer each business day for which input is processed showing that a prenote has been initiated. If the prenote process produces an error, the CCS system will automatically update the Subscribers’ payment status to reflect an error and add the error to a daily report. If the error was correctable by the receiving depository financial institution, the CCS system will automatically update the information on the CCS system. The first debit will be initiated on the appropriate date to effect the debit on the Customer’s predetermined date.

(d) Automatic Preauthorized Payments. CSG and its third party ACH Originator shall provide automatic payment deduction which will occur monthly on a date predetermined by Customer. CSG will submit a file to the ACH Originator two days prior to the date the deduction is scheduled to take place. The Subscriber payment amount submitted to the ACH Originator will be the statement balance if the statement balance is less than the current balance or if the statement balance is greater than the current balance, then the current balance will be used. If the designated date for deduction falls on a weekend and/or holiday, the deduction will not occur until the next scheduled banking day.

(e) Settlement. The ACH Originator will credit Customer’s bank account for the gross ACH collection on the same day as the debit to Subscriber’s checking or savings account.

(f) Settlement of Returns. The ACH Originator will settle daily returns against Customer’s bank account. Settlement with Customer will be done daily. Each day for which there are returns, the ACH Originator will initiate a debit to the Customer’s specified account for the total amount of debits received by ACH Originator that day. First time NSF returns that will be re-deposited by ACH Originator will not be debited to the Customer’s specified account. Customer is ultimately responsible to cover on a daily basis all return debits incurred by ACH originator and in the event collections have ceased, Customer shall be obligated to pay within ten (10) days any unfunded return amounts not funded to cover all remaining return debits.

3

CONFIDENTIAL AND PROPRIETARY INFORMATION - FOR USE BY AUTHORIZED EMPLOYEES

OF THE PARTIES HERETO ONLY AND IS NOT FOR GENERAL DISTRIBUTION

WITHIN OR OUTSIDE THEIR RESPECTIVE COMPANIES

“Confidential Treatment Requested and the Redacted Material has been separately filed with the Commission.”

(g) Record Keeping. Customer is responsible for maintaining Subscriber authorization forms for a period of at least seven (7) years in accordance with any applicable government laws or regulations.

3. ADDITIONAL SERVICES. If Customer desires CSG to provide other services in addition to the Basic Services, the parties agree to negotiate in good faith with respect to the terms and conditions (including without limitation, pricing) on which such services shall be provided. Such services include, but are not limited to (i) special computer runs or reports, special accounting and information applications; and (ii) data processing and related forms and supplies and equipment other than those provided as standard pursuant to this Agreement (the “Additional Services”). The description of any such additional services, and any other terms and conditions related thereto, shall be set forth in an amendment to this Agreement signed and dated by both parties. Unless otherwise agreed in writing by the parties in such amendment any such additional services shall be subject to the terms of this Exhibit A-4(d).

4. SUBSCRIBER AUTHORIZATION. Customer shall obtain from each Subscriber the proper documents authorizing automatic transfers to and from such Subscriber’s savings account, checking account or bank card account, and provide a copy of the authorization to each Subscriber. Customer will provide only valid authorizations for processing.

5. SUBSCRIBER REPORTS. If Customer requests that CSG provide Customer with a tape containing information regarding Customer’s Subscribers and related banking information and payment data, then Customer shall pay CSG’s then current rates for such tape.

6. COMPLIANCE WITH LAWS. Customer will comply in all material respects with all federal, state or local laws and regulations pertaining to electronic payment processing. In the event of clear evidence of significant fraudulent activity by Customer, the Basic Services and any Additional Services will be discontinued immediately and any funds on the way to Customer will be impounded immediately.

7. COLLECTION DATA. Customer shall update subscriber account balance information to provide necessary data for the Basic Services and any Additional Services and shall ensure through periodic checks and updates that the data is current and accurate at all times.

8. ACH ORIGINATOR. Customer acknowledges and agrees that this Exhibit A-4(d)is only between Customer and CSG and, that as a result, Customer gains no relationship with institutions used by CSG for ACH processing. CSG may contract with one or more financial institutions for ACH processing.

IN WITNESS WHEREOF, the parties have executed this Exhibit the day and year first above written.

CSG SYSTEMS, INC. (“CSG”)			ECHOSTAR SATELLITE CORPORATION (“Customer”)
By:	/s/ Joseph T. Ruble		By:	/s/ Edward F. Allwein
Name:	Joseph T. Ruble		Name:	Edward F. Allwein
Title:	VP & General Counsel		Title:	CIO
Date:	5/14/01	`	Date:	4/27/01

4

CONFIDENTIAL AND PROPRIETARY INFORMATION - FOR USE BY AUTHORIZED EMPLOYEES

OF THE PARTIES HERETO ONLY AND IS NOT FOR GENERAL DISTRIBUTION

WITHIN OR OUTSIDE THEIR RESPECTIVE COMPANIES

“Confidential Treatment Requested and the Redacted Material has been separately filed with the Commission.”

TWELFTH AMENDMENT

TO

CSG MASTER SUBSCRIBER MANAGEMENT SYSTEM AGREEMENT

BETWEEN

CSG SYSTEMS, INC.

AND

ECHOSTAR SATELLITE CORPORATION

This Twelfth Amendment (the “Amendment”) is executed this 15^th day of May, 2002, and is made by and between CSG Systems, Inc., a Delaware corporation (“CSG”) and EchoStar Satellite Corporation (“Customer”). CSG and Customer entered into a certain CSG Master Subscriber Management System Agreement dated April 1, 1999, as amended, (the “Agreement”), and now desire to amend the Agreement in accordance with the terms and conditions set forth in this Amendment. If the terms and conditions set forth in this Amendment shall be in conflict with the Agreement, the terms and conditions of this Amendment shall control. Any terms in initial capital letters or all capital letters used as a defined term but not defined in this Amendment, shall have the meaning set forth in the Agreement. Upon execution of this Amendment by the parties, any subsequent reference to the Agreement between the parties shall mean the Agreement as amended by this Amendment. Except as amended by this Amendment, the terms and conditions set forth in the Agreement shall continue in full force and effect according to their terms.

CSG and Customer agree as follows:

1. Customer desires to obtain from CSG, and CSG hereby grants to Customer, a license to use CSG’s Account Hierarchies. As a result, for the fees set forth in Paragraph 4 below, CSG hereby grants Customer a perpetual license to use Account Hierarchies subject to the terms and conditions of the Agreement.

2. The definition of “Products” in the Agreement shall be amended to include Account Hierarchies.

3. Schedule B-1(a) is amended to include the following:

Account Hierarchies. Account Hierarchies provides customers with a basic hierarchical infrastructure where accounts can be linked together in a hierarchical manner to support multiple lines of business, as well as Business-to-Business accounts. Multiple groups will be created that connect subservient accounts across an entire business organization.

4. Schedule F is amended to include the following fees for Account Hierarchies:

Perpetual License Fee (per Workstation)	Waived
Annual Maintenance Fee (per Workstation per Year)	Waived
Account Hierarchies Processing Fee (per leaf account per month) (See Note 1)	$***
Account Hierarchies Set-up Fee (per hour per person) (See Note 2)	$***
Manual Insertion Fee (per package)	$***
Shipping Materials	Quote
Account Hierarchies Reports (per physical page) (includes generic paper)	$***

Note 1: Should Customer desire to suppress the hardcopy printing of individual leaf account

statements, any statements that are earmarked as print suppressed shall be subject to the ESP Print

Suppression Fee as defined in the Fifteenth Amendment.

Note 2: To be supported by a separately executed Statement of Work

1

CONFIDENTIAL AND PROPRIETARY INFORMATION - FOR USE BY AUTHORIZED EMPLOYEES

OF THE PARTIES HERETO ONLY AND IS NOT FOR GENERAL DISTRIBUTION

WITHIN OR OUTSIDE THEIR RESPECTIVE COMPANIES

“Confidential Treatment Requested and the Redacted Material has been separately filed with the Commission.”

IN WITNESS WHEREOF, the parties have executed this Amendment the day and year first above written.

ECHOSTAR SATELLITE CORPORATION (“CUSTOMER”)		CSG SYSTEMS, INC. (“CSG”)
By:	/s/ EDWARD ALLWEIN	By:	/s/ PETER E. KALAN
Name:	Edward Allwein	Name:	Peter E. Kalan
Title:	CIO	Title:	CFO
Date:	5/15/02	Date:	5/16/02

1

CONFIDENTIAL AND PROPRIETARY INFORMATION - FOR USE BY AUTHORIZED EMPLOYEES

OF THE PARTIES HERETO ONLY AND IS NOT FOR GENERAL DISTRIBUTION

WITHIN OR OUTSIDE THEIR RESPECTIVE COMPANIES

“Confidential Treatment Requested and the Redacted Material has been separately filed with the Commission.”

THIRTEENTH AMENDMENT

TO

CSG MASTER SUBSCRIBER MANAGEMENT SYSTEM AGREEMENT

BETWEEN

CSG SYSTEMS, INC.

AND

ECHOSTAR SATELLITE CORPORATION

This Thirteenth Amendment (the “Amendment”) is executed this 18^th day of February, 2002, and is made by and between CSG Systems, Inc., a Delaware corporation (“CSG”) and EchoStar Satellite Corporation (“Customer”). CSG and Customer entered into a certain CSG Master Subscriber Management System Agreement dated April 1, 1999, as amended, (the “Agreement”), and now desire to amend the Agreement in accordance with the terms and conditions set forth in this Amendment. If the terms and conditions set forth in this Amendment shall be in conflict with the Agreement, the terms and conditions of this Amendment shall control. Any terms in initial capital letters or all capital letters used as a defined term but not defined in this Amendment, shall have the meaning set forth in the Agreement. Upon execution of this Amendment by the parties, any subsequent reference to the Agreement between the parties shall mean the Agreement as amended by this Amendment. Except as amended by this Amendment, the terms and conditions set forth in the Agreement shall continue in full force and effect according to their terms.

CSG and Customer agree as follows:

1. Subject to (i) ePLDT, a wholly-owned subsidiary of the Philippine Long Distance Telephone Company, (the “Vendor”) executing an agreement with CSG substantially similar in form to Attachment 1 attached hereto, and (ii) the terms of Paragraph 2 below, CSG agrees to permit Customer to sublicense three hundred and ten (310) of the licensed seats of ACSR, ACSR Promotions GUI, ACSR AOI, CBT, CSG Statement Express, CIT, CSG Screen Express/Message Express and the ACSR Module of High Speed Data obtained by Customer pursuant to the Master Agreement (as amended) to Vendor solely for the purpose of performing certain customer service representative services on the behalf of the Customer. Use of the sublicenses granted to ePLDT pursuant to this Paragraph 1 shall be limited by each and all of the same restrictions of use as set forth in the Master Agreement and shall be used by ePLDT under terms and conditions not inconsistent with those granted to Customer under the terms of the agreement (however, under no circumstances shall ePLDT have any right to further sublicense or otherwise provide any CSG product or service to a third party).

2. Customer shall defend, indemnify and hold harmless CSG from and against any and all claims, suits, liabilities, expenses, attorneys’ fees or damages for any breach by ePLDT of the terms of the ACSR, ACSR promotions GUI, ACSR AOI, CBT, CSG Statement Express, CIT, CSG Screen Express/Message Express and/ore ACSR Module of High Speed Data licenses or any of the terms of Paragraph 1 above.

3. Customer shall be responsible for paying CSG for any and all installation/startup service provided by CSG in relation to the expanded licenses granted in Paragraph 1 above. Such services shall be provided under a mutually agreeable Statement of Work.

IN WITNESS WHEREOF, the parties execute this Amendment.

CSG SYSTEMS, INC. (“CSG”)		ECHOSTAR SATELLITE CORPORATION (“CUSTOMER”)
By:	/s/ Joseph T. Ruble	By:	/s/ Edward F. Allwein
Name:	Joseph T. Ruble	Name:	Edward F. Allwein
Title:	S.V.P. & General Counsel	Title:	CIO
Date:	3/6/02	Date:	2/18/02

1

CONFIDENTIAL AND PROPRIETARY INFORMATION - FOR USE BY AUTHORIZED EMPLOYEES

OF THE PARTIES HERETO ONLY AND IS NOT FOR GENERAL DISTRIBUTION

WITHIN OR OUTSIDE THEIR RESPECTIVE COMPANIES

“Confidential Treatment Requested and the Redacted Material has been separately filed with the Commission.”

ATTACHMENT 1

CONFIDENTIALITY AGREEMENT

THIS CONFIDENTIALITY AGREEMENT is made as of the              day of September, 2001 between CSG SYSTEMS, INC., a Delaware corporation with its principal offices at 7887 East Belleview Ave., Suite 1000, Englewood, CO 80111, U.S.A. (“CSG”) and ePLDT, a              with its principal offices at 5/F L.V. Locsin Bldg, Ayala cor. Makati Avenue, 1200 Makati City, Philippines (“Company”).

RECITALS

CSG and Company intend to discuss certain matters regarding potential business relationships,

including opportunities regarding CSG’s software and systems (the “Products”) in certain areas.

In these discussions, CSG and Company may disclose to the other confidential and proprietary information and trade secrets for evaluation of the Products and any potential business relationship (the “Evaluation Process”).

As a result, CSG and Company agree on the following terms for disclosure and protection of their respective information.

1. DEFINITION OF CONFIDENTIAL INFORMATION. “Confidential Information” means information developed, acquired or licensed that is maintained as confidential information or trade secrets, including products planning information, marketing strategies, plans, finance, operations, customer relationships, customer profiles, sales estimates, business plans, internal performance results relating to past, present or future business activities, scientific or technical information, designs, processes, procedures, formulas, or improvements, confidential or proprietary concepts, documentation, reports, data, specifications, computer software, source code, object code, flow charts, databases, inventions, information, know-how, show-how and trade secrets, whether or not patentable or copyrightable, and all documents, inventions, substances, engineering and laboratory notebooks, drawings, diagrams, specifications, bills of material, equipment, prototypes and models, and any other tangible embodiment of the foregoing.

2. IDENTIFICATION OF CONFIDENTIAL INFORMATION. All information which is disclosed by the disclosing party to the receiving party and which is to be protected hereunder as Confidential Information of the disclosing party shall:

(a) if in writing or other tangible form, be labeled as proprietary and/or confidential, and

(b) if oral, be identified as proprietary and/or confidential at the time of disclosure and confirmed in writing by the disclosing party as confidential and/or proprietary within fifteen (15) days of the date of disclosure.

3. CONFIDENTIALITY. CSG and Company agree, with respect to the other’s Confidential Information, for a period of three (3) years from the date of disclosure:

2

CONFIDENTIAL AND PROPRIETARY INFORMATION - FOR USE BY AUTHORIZED EMPLOYEES

OF THE PARTIES HERETO ONLY AND IS NOT FOR GENERAL DISTRIBUTION

WITHIN OR OUTSIDE THEIR RESPECTIVE COMPANIES

“Confidential Treatment Requested and the Redacted Material has been separately filed with the Commission.”

(a) to take reasonable precautions necessary to safeguard confidentiality of that Confidential Information, including those the party takes to protect its own Confidential Information and those the other party reasonably requests from time to time;

(b) not to disclose that Confidential Information to any person or entity except its employees who have a need to know and require access in connection with the Evaluation Process;

(c) to require that such employees (i) agree to comply with the use and non-disclosure restrictions applicable to such Confidential Information under this Agreement and (ii) acknowledge the disclosing party’s right to enforce these restrictions against the employee before disclosing that Confidential Information to any such employee; and

(d) not to remove or deface any notice of confidentiality on the Confidential Information. The placement of a copyright notice on any Confidential Information will not constitute publication or otherwise impair its confidential nature.

4. USE. Each party will use the Confidential Information of the other party exclusively to evaluate the Products and evaluate potential business relationships. The Company will not copy the Products without CSG’s prior written permission, and CSG and Company will not copy any of the other’s Confidential Information without the other’s prior written permission.

5. UNAUTHORIZED USE OR DISCLOSURE. The unauthorized use or disclosure of either party’s Confidential Information will cause the party irreparable harm, and any actual or threatened unauthorized use or disclosure will entitle the disclosing party to injunctive relief, without bond. If an unauthorized use or disclosure of either party’s Confidential Information occurs, the recipient will immediately notify the disclosing party and take, at the recipient’s expense, all steps which are reasonably necessary to recover the disclosing party’s Confidential Information and to prevent its subsequent unauthorized use or dissemination, including availing itself of actions for seizure and injunctive relief. If the recipient fails to take these steps in a timely manner, the disclosing party may take them in its own or the recipient’s name and at the recipient’s expense.

6. LIMITATION. Neither party will have any confidentiality obligation with respect to any portion of Confidential Information that (i) the recipient independently knew or develops without using the disclosing party’s Confidential Information, (ii) the recipient lawfully obtains from a third party under no obligation of confidentiality, (iii) becomes available to the public other than as a result of an act or omission of the recipient or any of its employees or (iv) is required to be disclosed in a judicial or administrative proceeding after all reasonable legal remedies for maintaining such information in confidence have been exhausted including, but not limited to, giving the disclosing party as much advance notice of the possibility of such disclosure as is practical so that the disclosing party may attempt to stop such disclosure or obtain a protective order concerning such disclosure.

7. PRODUCTS. The Company acknowledges that CSG or its licensors own the Products and all patents, copyrights, trade secrets, trademarks and other proprietary rights related to the Products, whether or not specifically recognized or protected under the laws of any country, and that this Agreement gives the Company no rights with respect to the Products or CSG’s proprietary rights, except the limited rights specified in this Agreement. The Company will not take any action that jeopardizes CSG’s or its licensors’ proprietary rights or acquire any rights in the Products.

8. DISCUSSIONS. CSG and Company will act in good faith. This Agreement does not obligate CSG or Company to enter into any discussions, agreements or business relationships. Any agreement that will bind

3

CONFIDENTIAL AND PROPRIETARY INFORMATION - FOR USE BY AUTHORIZED EMPLOYEES

OF THE PARTIES HERETO ONLY AND IS NOT FOR GENERAL DISTRIBUTION

WITHIN OR OUTSIDE THEIR RESPECTIVE COMPANIES

“Confidential Treatment Requested and the Redacted Material has been separately filed with the Commission.”

the parties not set forth in this Agreement must be in writing and signed by an authorized representative of both parties. Oral agreements, promises and representations made between the parties but not contained in such a written agreement will not be binding.

9. RETURN OF CONFIDENTIAL INFORMATION. CSG and Company will, on request by the other, (i) return the other party’s Confidential Information and any tangible embodiment containing such Confidential Information, and (ii) deliver to the other party an affidavit which certifies that the party has complied with these termination obligations.

10. INDEMNITY. Each party will indemnify the other party against any damages, loss, liability or expense (including lawyer’s fees) that such other party may incur as a result of any violation of its confidentiality obligations hereunder, due to any act or omission of such party, its employees, agents or consultants. This Section will not be construed to limit or exclude any other claims or remedies that either party may assert under this Agreement or by law.

11 . U.S. EXPORT CONTROLS. The Company acknowledges that the Products and all related technical data are subject to controls under the U.S. Export Administration Regulations. The Company will not re-export or disclose the Products or any related technical data, or direct products thereof, to any country or person resident outside of the United States or Philippines (except to CSG and its employees), unless the Company obtains an appropriate authorization from CSG and the U.S. Department of Commerce.

12. ASSIGNMENT. Neither party may assign, delegate or otherwise transfer this Agreement or any of its rights or obligations hereunder without the other party’s prior approval. Any attempt to do so without such approval will be void. Notwithstanding the foregoing, CSG may assign this Agreement, upon notice to Company, to a related or unrelated person in connection with a transfer of all or substantially of its stock or assets to a third party, and Company hereby consents to such assignment in advance

13. GOVERNING LAW. This Agreement and performance thereunder shall be governed by the laws of the State of Colorado, U.S.A, excluding its conflicts of laws rules.

IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first above written.

ePLDT (“COMPANY”)	CSG SYSTEMS, INC. (“CSG”)
By:	By:
Name:	Name:
Title:	Title:
Date:	Date:

4

CONFIDENTIAL AND PROPRIETARY INFORMATION - FOR USE BY AUTHORIZED EMPLOYEES

OF THE PARTIES HERETO ONLY AND IS NOT FOR GENERAL DISTRIBUTION

WITHIN OR OUTSIDE THEIR RESPECTIVE COMPANIES

“Confidential Treatment Requested and the Redacted Material has been separately filed with the Commission.”

FOURTEENTH AMENDMENT

TO

CSG MASTER SUBSCRIBER MANAGEMENT SYSTEM AGREEMENT

BETWEEN

CSG SYSTEMS, INC.

AND

ECHOSTAR SATELLITE CORPORATION

This Fourteenth Amendment (the “Amendment”) is executed this 21^st day of December, 2001, and is made by and between CSG Systems, Inc., a Delaware corporation (“CSG”) and EchoStar Satellite Corporation (“Customer”). CSG and Customer entered into a certain CSG Master Subscriber Management System Agreement dated April 1, 1999, as amended, (the “Agreement”), and now desire to amend the Agreement in accordance with the terms and conditions set forth in this Amendment. If the terms and conditions set forth in this Amendment shall be in conflict with the Agreement, the terms and conditions of this Amendment shall control. Any terms in initial capital letters or all capital letters used as a defined term but not defined in this Amendment, shall have the meaning set forth in the Agreement. Upon execution of this Amendment by the parties, any subsequent reference to the Agreement between the parties shall mean the Agreement as amended by this Amendment. Except as amended by this Amendment, the terms and conditions set forth in the Agreement shall continue in full force and effect according to their terms.

CSG and Customer agree as follows:

1. Customer has licenses for a total of 6,000 workstations of CIT as follows:

Second Amendment	2,500 workstations
Third Amendment	542 workstations
Eighth Amendment	2,958 workstations

The annual maintenance periods for the CIT licenses granted under each of these Amendments is as follows:

Second Amendment	July 1 of each year through June 30 of the following year
Third Amendment	December 1 of each year through November 30 of the following year
Eighth Amendment	January 1 through December 31 of each year

Under the terms of the Second Amendment, CSG invoiced Customer for $*** for the maintenance period of July 1, 2001 through June 30, 2002. Although due under the terms of the Third Amendment, CSG has not yet invoiced Customer for $*** for the maintenance period December 1, 2000 through November 30, 2001. Under the terms of the Eighth Amendment, CSG invoiced Customer for $*** for the maintenance period of January 1, 2001 through December 31, 2001. As a result, the CIT maintenance fees invoiced under the Second and Eighth Amendments in the amount of $*** remains unpaid.

2. Customer has not yet determined an implementation date for CIT. Notwithstanding anything to the contrary in the Agreement (as amended), CSG hereby agrees that Customer shall not be responsible, until CIT is implemented, for paying the CIT maintenance fees, as set forth in Paragraph 1 above. Therefore, CSG will reverse the $*** of CIT maintenance invoiced under the Second and Eighth Amendments and will not pursue the $*** not yet invoiced under the terms of the Third Amendment, until CIT is implemented. Hence, Customer hereby agrees that upon the implementation of CIT, Customer shall be responsible for paying all applicable maintenance fees for all of the previous maintenance periods where maintenance was not paid at the rates that would have been effect for those maintenance periods. Therefore, as a further point of clarification between the parties, upon the implementation of CIT, the CIT maintenance periods shall commence as follows:

Second Amendment	July 1, 2001
Third Amendment	December 1, 2000
Eighth Amendment	January 1, 2001

1

CONFIDENTIAL AND PROPRIETARY INFORMATION - FOR USE BY AUTHORIZED EMPLOYEES

OF THE PARTIES HERETO ONLY AND IS NOT FOR GENERAL DISTRIBUTION

WITHIN OR OUTSIDE THEIR RESPECTIVE COMPANIES

“Confidential Treatment Requested and the Redacted Material has been separately filed with the Commission.”

3. CSG agrees to waive any late fees that may have been assessed with respect to the unpaid amounts reflected in Paragraph 1 above.

IN WITNESS WHEREOF, the parties execute this Amendment.

CSG SYSTEMS, INC. (“CSG”)		ECHOSTAR SATELLITE CORPORATION (“CUSTOMER”)
By:	/s/ JOSEPH T. RUBLE	By:	/s/ EDWARD F. ALLWEIN
Name:	Joseph T. Ruble	Name:	Edward F. Allwein
Title:	S.V.P. & General Counsel	Title:	CIO
Date:	12/26/01	Date:	12/21/01

2

CONFIDENTIAL AND PROPRIETARY INFORMATION - FOR USE BY AUTHORIZED EMPLOYEES

OF THE PARTIES HERETO ONLY AND IS NOT FOR GENERAL DISTRIBUTION

WITHIN OR OUTSIDE THEIR RESPECTIVE COMPANIES

“Confidential Treatment Requested and the Redacted Material has been separately filed with the Commission.”

FIFTEENTH AMENDMENT

TO

CSG MASTER SUBSCRIBER MANAGEMENT SYSTEM AGREEMENT

BETWEEN

CSG SYSTEMS, INC.

AND

ECHOSTAR SATELLITE CORPORATION

This Fifteenth Amendment (the “Amendment”) is executed this 7^th day of December, 2001, and is made by and between CSG Systems, Inc., a Delaware corporation (“CSG”) and EchoStar Satellite Corporation (“Customer”). CSG and Customer entered into a certain CSG Master Subscriber Management System Agreement dated April 1, 1999, as amended, (the “Agreement”), and now desire to amend the Agreement in accordance with the terms and conditions set forth in this Amendment. If the terms and conditions set forth in this Amendment shall be in conflict with the Agreement, the terms and conditions of this Amendment shall control. Any terms in initial capital letters or all capital letters used as a defined term but not defined in this Amendment, shall have the meaning set forth in the Agreement. Upon execution of this Amendment by the parties, any subsequent reference to the Agreement between the parties shall mean the Agreement as amended by this Amendment. Except as amended by this Amendment, the terms and conditions set forth in the Agreement shall continue in full force and effect according to their terms.

CSG and Customer agree as follows:

1. Customer desires to amend the Agreement such that ESP processing and physical statement generation are unbundled and appear as separate invoice line items. By unbundling these services, Customer will be able to avoid the cost of generating a hard copy statement for customers that use the recurring credit card service and do not wish to receive a statement. The ESP charge will still apply to each statement, as ESP will create the electronic versions of every statement for archival purposes. ESP will also serve as the filter to determine which subscribers will receive hard copy statements and which will not.

2. Therefore, upon execution of this Amendment, Schedule F, Section 5.I.A.1. is deleted in entirety and replaced with the following:

ITEM/DESCRIPTION	PRICE
I. ESP® Processing Fees - Legacy Statement Upgrades
A. First Physical Page, Duplexed (Front & Back), Black & White Print Only, Generic Paper and Forms
1. Physical Statement Generation - Generic Format
a. Number of Monthly Statements (Note 1)
0 to 3,000,000	$	***	Per Physical Statement
3,000,001 to 4,000,000	$	***
4,000,001 to 5,000,000	$	***
5,000,001 to 6,000,000	$	***
6,000,001 to 7,000,000	$	***
7,000,001 and greater	$	***
b. ESP Processing Fee (Note 5)	$	***	Per Physical Statement
c. ESP Print Suppression Fee (Note 6)	$	***	Per Suppressed Physical Statement

Note 1: The per statement price for each of these five (5) tiers, as noted, is not intended to apply incrementally (e.g., if Customer had 3,500,000 statements, the per statement price would be $*** on all 3,500,000 statements; if Customer had 5,500,000 statements, the per statement price would be $*** on all 5,500,000 statements).

Note 5: The ESP Processing Fee shall be assessed against each physically generated statement. This fee shall show up as a separate invoice line item.

1

CONFIDENTIAL AND PROPRIETARY INFORMATION - FOR USE BY AUTHORIZED EMPLOYEES

OF THE PARTIES HERETO ONLY AND IS NOT FOR GENERAL DISTRIBUTION

WITHIN OR OUTSIDE THEIR RESPECTIVE COMPANIES

“Confidential Treatment Requested and the Redacted Material has been separately filed with the Commission.”

Note 6: The ESP Print Suppression Fee shall be assessed against each print suppressed statement. This fee is the same as the ESP Processing Fee as ESP processing is still required to create the electronic versions of every statement for archival purposes. This fee shall show up as a separate invoice line item.

IN WITNESS WHEREOF, the parties execute this Amendment.

CSG SYSTEMS, INC. (“CSG”)		ECHOSTAR SATELLITE CORPORATION (“CUSTOMER”)
By:	/s/ JOSEPH T. RUBLE	By:	/s/ EDWARD F. ALLWEIN
Name:	Joseph T. Ruble	Name:	Edward F. Allwein
Title:	S.V.P. & General Counsel	Title:	CIO
Date:	12/13/01	Date:	12/7/01

2

CONFIDENTIAL AND PROPRIETARY INFORMATION - FOR USE BY AUTHORIZED EMPLOYEES

OF THE PARTIES HERETO ONLY AND IS NOT FOR GENERAL DISTRIBUTION

WITHIN OR OUTSIDE THEIR RESPECTIVE COMPANIES

“Confidential Treatment Requested and the Redacted Material has been separately filed with the Commission.”

SIXTEENTH AMENDMENT

TO

CSG MASTER SUBSCRIBER MANAGEMENT SYSTEM AGREEMENT

BETWEEN

CSG SYSTEMS, INC.

AND

ECHOSTAR SATELLITE CORPORATION

This Sixteenth Amendment (the “Amendment”) is executed this 13^th day of December, 2001, and is made by and between CSG Systems, Inc., a Delaware corporation (“CSG”) and EchoStar Satellite Corporation (“Customer”). CSG and Customer entered into a certain CSG Master Subscriber Management System Agreement dated April 1, 1999, as amended, (the “Agreement”), and now desire to amend the Agreement in accordance with the terms and conditions set forth in this Amendment. If the terms and conditions set forth in this Amendment shall be in conflict with the Agreement, the terms and conditions of this Amendment shall control. Any terms in initial capital letters or all capital letters used as a defined term but not defined in this Amendment, shall have the meaning set forth in the Agreement. Upon execution of this Amendment by the parties, any subsequent reference to the Agreement between the parties shall mean the Agreement as amended by this Amendment. Except as amended by this Amendment, the terms and conditions set forth in the Agreement shall continue in full force and effect according to their terms.

CSG and Customer agree as follows:

1. Customer is currently utilizing CSG’s recurring, monthly PayBill Advantage Service. Customer also desires to offer to its Subscribers the option to make one-time payments via PayBill Advantage. As a result, Customer agrees to use and CSG agrees to provide PayBill Advantage for one-time payments as follows.

a. All of the terms and conditions of Exhibit A-4(d) and of the Agreement shall apply to Customer’s use of the Service for one-time payments except as set forth below:

• CSG will not initiate ACH prenotes for one-time payments. ACH prenotes will only be initiated for recurring, monthly payments.

• With respect to one-time payments only, the Subscriber payment amount submitted to the ACH Originator will be determined by the Subscriber.

• With respect to one-time payments only, CSG will submit a file to the ACH Originator on the date the payment is entered into the CCS system. However, if the designated date for deduction falls on a weekend or holiday, the deduction will not occur until the next scheduled banking day.

b. The fees for one-time payments via PayBill Advantage are as follows:

Description of Item/Unit of Measure	Frequency	Fee
Startup Fee: (per system principle)	Per Request	N/A
Other Fees:
1.      ACH debit and pre-note transaction fees (Note 1)	Monthly
Transaction volume and per transaction fee (per system principle):
• 1 to 1,000 transactions (per transaction)		$***
• 1,001 to 2,000 transactions (per transaction)		$***
• 2,001 to 3,000 transactions (per transaction)		$***
• 3,001 to 4,000 transactions (per transaction)		$***
• 4,001 to 5,000 transactions (per transaction)		$***
• 5,001 and above transactions (per transaction)		$***
2.      Insufficient funds return fee (per item, per system principle)	Monthly	$***
3.      Notification of change fee (per item, per system principle)	Monthly	$***
4.      Redeposit fee (per item, per system principle)	Monthly	$***
5.      Maintenance fee (per system principle)	Monthly	N/A

Note 1: For clarification purposes, the volume discounts on ACH debit and pre-note transactions are cumulative and not incremental (e.g., if a system principle has 2,000 transactions during the month, all 2,000 transactions would be at $*** per transaction).

1

CONFIDENTIAL AND PROPRIETARY INFORMATION - FOR USE BY AUTHORIZED EMPLOYEES

OF THE PARTIES HERETO ONLY AND IS NOT FOR GENERAL DISTRIBUTION

WITHIN OR OUTSIDE THEIR RESPECTIVE COMPANIES

“Confidential Treatment Requested and the Redacted Material has been separately filed with the Commission.”

IN WITNESS WHEREOF, the parties execute this Amendment.

CSG SYSTEMS, INC. (“CSG”)		ECHOSTAR SATELLITE CORPORATION (“CUSTOMER”)
By:	/s/ PETER E. KALAN	By:	/s/ EDWARD F. ALLWEIN
Name:	Peter E. Kalan	Name:	Edward F. Allwein
Title:	CFO	Title:	CIO
Date:	12/18/01	Date:	12/13/01

2

CONFIDENTIAL AND PROPRIETARY INFORMATION - FOR USE BY AUTHORIZED EMPLOYEES

OF THE PARTIES HERETO ONLY AND IS NOT FOR GENERAL DISTRIBUTION

WITHIN OR OUTSIDE THEIR RESPECTIVE COMPANIES

“Confidential Treatment Requested and the Redacted Material has been separately filed with the Commission.”

SEVENTEENTH AMENDMENT

TO

CSG MASTER SUBSCRIBER MANAGEMENT SYSTEM AGREEMENT

BETWEEN

CSG SYSTEMS, INC.

AND

ECHOSTAR SATELLITE CORPORATION

This Seventeenth Amendment (the “Amendment”) is executed this 16th day of September, 2002, and is made by and between CSG Systems, Inc., a Delaware corporation (“CSG”) and EchoStar Satellite Corporation (“Customer”). CSG and Customer entered into a certain CSG Master Subscriber Management System Agreement dated April 1, 1999, as amended, (the “Agreement”), and now desire to amend the Agreement in accordance with the terms and conditions set forth in this Amendment. If the terms and conditions set forth in this Amendment shall be in conflict with the Agreement, the terms and conditions of this Amendment shall control. Any terms in initial capital letters or all capital letters used as a defined term but not defined in this Amendment, shall have the meaning set forth in the Agreement. Upon execution of this Amendment by the parties, any subsequent reference to the Agreement between the parties shall mean the Agreement as amended by this Amendment. Except as amended by this Amendment, the terms and conditions set forth in the Agreement shall continue in full force and effect according to their terms.

CSG and Customer agree as follows:

1. Customer no longer desires to license the ACSR Promotions GUI described in Exhibit B-1 as amended by the Eighth Amendment to the Agreement, and as such no longer desires CSG to provide support or maintenance for the ACSR Promotions GUI. Therefore, CSG shall have no liability to the Customer for neither the license of, nor the maintenance and support for, the ACSR Promotions GUI. More specifically, (i) Paragraph 1 of the Eighth Amendment to the Agreement (the “8^th Amendment”) is deleted in its entirety and replaced with “Any and all references in the Agreement to ‘XBOI’ or ‘XBOI Interface’ is hereby deleted.”; and (ii) Paragraph 2 of the 8^th Amendment is deleted in its entirety; and (iii) all references to ACSR Promotions GUI are removed from Paragraphs 4(a), 4(b), 5(a), 5(b), 6 and 7 of the 8^th Amendment. Notwithstanding the above, Customer may continue to use (at the System Sites set forth in Schedule A and Exhibit B-1 of the Agreement) the open data exchange (“ODE”) interface provided by CSG, at no charge, so long as Customer uses the ODE interface for the sole purpose of interfacing with Customer’s Dish-Promo application.

IN WITNESS WHEREOF, the parties execute this Amendment.

CSG SYSTEMS, INC. (“CSG”)		ECHOSTAR SATELLITE CORPORATION (“CUSTOMER”)
By:	/s/ JOSEPH T. RUBLE	By:	/s/ EDWARD F. ALLWEIN
Name:	Joseph T. Ruble	Name:	Edward F. Allwein
Title:	S.V.P. & General Counsel	Title:	CIO
Date:	9/19/02	Date:	9/16/02

1

CONFIDENTIAL AND PROPRIETARY INFORMATION - FOR USE BY AUTHORIZED EMPLOYEES

OF THE PARTIES HERETO ONLY AND IS NOT FOR GENERAL DISTRIBUTION

WITHIN OR OUTSIDE THEIR RESPECTIVE COMPANIES

“Confidential Treatment Requested and the Redacted Material has been separately filed with the Commission.”

EIGHTEENTH AMENDMENT

TO

CSG MASTER SUBSCRIBER MANAGEMENT SYSTEM AGREEMENT

BETWEEN

CSG SYSTEMS, INC.

AND

ECHOSTAR SATELLITE CORPORATION

This Eighteenth Amendment (the “Amendment”) is executed this 6th day of June, 2002, and is made by and between CSG Systems, Inc., a Delaware corporation (“CSG”) and EchoStar Satellite Corporation (“Customer”). CSG and Customer entered into a certain CSG Master Subscriber Management System Agreement dated April 1, 1999, as amended, (the “Agreement”), and now desire to amend the Agreement in accordance with the terms and conditions set forth in this Amendment. If the terms and conditions set forth in this Amendment shall be in conflict with the Agreement, the terms and conditions of this Amendment shall control. Any terms in initial capital letters or all capital letters used as a defined term but not defined in this Amendment, shall have the meaning set forth in the Agreement. Upon execution of this Amendment by the parties, any subsequent reference to the Agreement between the parties shall mean the Agreement as amended by this Amendment. Except as amended by this Amendment, the terms and conditions set forth in the Agreement shall continue in full force and effect according to their terms.

WHEREAS, Customer has developed and is operating a direct broadcast satellite service (“DBS”) to distribute television and entertainment programming to its subscribers; and

WHEREAS, CSG would not offer Cycle E and the Cycle E Processing Environment in relation to the Products and Services if the utilization by DBS of such Products and Services did not significantly differ from the utilization of such Products and Services by wireline video services providers;

Now therefore, CSG and Customer agree as follows:

1. Exhibit A-1 shall be amended by inserting the following at the end of paragraph 1:

CSG agrees to provide Customer with service bureau access to a dedicated version of the CCS processing software (“Cycle E”). CSG and Customer agree that Cycle E functionality shall include the same functionality, in relation to the Products and Services, as expected to be provided to Customer by CSG, on June 8, 2002 at 12:00 p.m. (MST). CSG agrees to provide Customer with a dedicated processing environment (“Cycle E Processing Environment”). The Cycle E Processing Environment shall include one (1) Logical Partition (“LPAR”), one (1) Test environment (as mutually agreed to between the parties), one (1) Vantage^® processing environment, one (1) Common Addressability Platform environment and network connectivity host termination (“TN3270”).

The fees for Cycle E and the Cycle E Processing Environment are set forth in Exhibit B attached.

2. For the fees set forth in Exhibit A 1.A, CSG shall make available to Customer, for each of the calendar years beginning on January 1, 2003 and January 1, 2004, 30,000 hours of Technical Services each year in connection with the distinctive maintenance and support requirements of the Products and Services in relation to Cycle E (“Annual Support Hours”). For the calendar year of 2002, Annual Support Hours shall be prorated based upon the time between the execution date of this Amendment and December 31, 2002. The Annual Support Hours are subject to the following terms and conditions:

(a) The hours expended by CSG in relation to (i) project management, (ii) analysis of business requirements, (iii) development and programming, (iv) system testing, (v) system maintenance, (vi) system documentation, (vii) release management, (viii) operations support, and (ix) passer activities, will be counted against the Annual Support Hours allotment.

(b) The initial number of hours that Customer may utilize in any particular quarter of a calendar year shall be one fourth of the total Annual Support Hours (“Quarterly Hours”). For purposes of this Section 2(b), “Quarterly Support Hours” shall mean the number of hours that Customer may utilize in any particular quarter after Customer has carried over from the previous quarter and/or borrowed from the subsequent quarter in accordance with this Section 2(b). In the event that Customer does not utilize the Quarterly Support Hours during any particular

1

CONFIDENTIAL AND PROPRIETARY INFORMATION - FOR USE BY AUTHORIZED EMPLOYEES

OF THE PARTIES HERETO ONLY AND IS NOT FOR GENERAL DISTRIBUTION

WITHIN OR OUTSIDE THEIR RESPECTIVE COMPANIES

“Confidential Treatment Requested and the Redacted Material has been separately filed with the Commission.”

quarter, Customer shall be allowed to carry over unutilized hours into the subsequent quarters. However, the amount of hours carried over pursuant to this section shall not exceed 25% of the Quarterly Support Hours allocated to the then current quarter. Alternatively, Customer may borrow up to twenty five percent (25%) of the Quarterly Support Hours allocated to the subsequent quarter and apply those hours to the then current quarter, provided Customer has not carried over any hours from previous quarter. Any hours requested by Customer, and accommodated by CSG, that exceed the Quarterly Support Hours, shall be billable at the per hour rates set forth in Section 4 of Schedule F.

(c) The number of hours made available by CSG for any two consecutive quarters (“Committed Hours”) shall be fixed, unless otherwise agreed to by both parties. Customer shall have the option to increase or decrease the number of Committed Hours, provided that Customer provides CSG with three months prior written notice of such increase or decrease. Notwithstanding the foregoing, (a) the decrease in the number of hours shall be no more than 25% of the hours currently available; and (b) in no event can such decrease result in the Committed Hours falling below 4,000 hours. If a decrease in the Committed Hours results in Customer not utilizing all of the initial Annual Support Hours (30,000) in a calendar year, Customer shall be entitled to a credit for any unused Annual Support Hours at $*** per hour. Any increase in the number of available hours shall be mutually agreed to by both parties and shall be billable to Customer at the rate of $*** per hour and shall be paid in accordance with the terms of the Agreement.

(d) Reimbursable Expenses are additional.

(e) The parties agree that the senior representatives from Customer’s IT Department and CSG’s EchoStar SBU shall meet on a quarterly basis to review and update Customer’s maintenance and support requirements in relation to Cycle E for the upcoming three (3) quarters.

(f) The fees for Annual Support Hours are set forth in Exhibit A attached hereto.

3. All licenses previously granted for the Products listed in Section 3(a) below, are, upon the execution of this Amendment replaced with the following:

(a) The license established by this Amendment shall apply only to ACSR and ACSR HSD, CSG Statement Express^™, and CSG Screen Express^® (collectively, the “Expanded License Software”).

(b) In consideration for payment of the fees set forth in Exhibit A attached hereto, CSG hereby grants to Customer a perpetual, non-exclusive, royalty-free license to use the Expanded License Software (the “Expanded License”), subject to the terms and conditions set forth below:

(i) Customer may use the Expanded License Software in object code form only on workstations that are owned or leased by Customer in the United States, in the Designated Environment for each Product as specified in the Agreement, and only for Customer’s own internal business purposes in connection with the CCS Services;

(ii) Upon the execution of this Amendment, Customer may make an unlimited number of copies of the applicable Expanded License Software for its use under this Expanded License; provided, however, that Customer shall reproduce all confidentiality and proprietary notices on all such copies;

(iii) This Expanded License is not transferable, in whole or in part;

(iv) Except as specifically provided in Section 3 (c) below, Customer will not use, or permit any other person to use, the Expanded License Software to provide any service to, on behalf of, or for the benefit of, any third party other than Customer’s subscribers;

(v) Except as specifically provided in Section 3(c) below, Customer will not use, or permit any other person to use, the Expanded License Software in a service bureau capacity (e.g., whereby two or more unrelated parties are capable of deriving the benefit of the software from a common or shared computer facility);

(vi) Customer shall not otherwise copy, translate, modify, adapt, decompile, disassemble or reverse engineer the Expanded License Software;

(vii) The Expanded License granted under this Section is exclusive of any third party software that may be required to operate the software, as identified in Exhibit B attached hereto, for which Customer agrees to be solely responsible for procuring; and

(viii) Customer acknowledges that its use of the Expanded License shall be limited to 14,000,000 basic subscribers. In the event that Customer’s basic subscribers exceed 14,000,000, additional license fees will be due to CSG.

(ix) Customer shall be responsible for paying CSG for any and all installation/startup services provided by CSG in relation to the Expanded Licenses granted in this Section 3(b). Such services shall be provided under a mutually agreeable Statement of Work.

2

CONFIDENTIAL AND PROPRIETARY INFORMATION - FOR USE BY AUTHORIZED EMPLOYEES

OF THE PARTIES HERETO ONLY AND IS NOT FOR GENERAL DISTRIBUTION

WITHIN OR OUTSIDE THEIR RESPECTIVE COMPANIES

“Confidential Treatment Requested and the Redacted Material has been separately filed with the Commission.”

(c) CSG acknowledges and agrees that Customer may desire to have third parties access and use copies of the Expanded License Software for the exclusive benefit of Customer, and CSG hereby consents to such third party access, provided that:

(i) Such third party executes an agreement with CSG substantially similar in form to Attachment 1 of the Thirteenth Amendment;

(ii) Customer takes all reasonably necessary precautions with such third parties to protect the intellectual property rights of the Expanded License Software;

(iii) Such third parties’ use of the Expanded License Software is strictly in accordance with the limitations contained in the Agreement as amended by this Amendment;

(iv) Customer shall be responsible for the acts or omissions of such third parties with respect to their use of the Expanded License Software and shall defend, indemnify and hold harmless CSG from and against any and all claims, suits, liabilities, expenses, attorneys’ fees or damages for any breach by such third party of the terms of the Expanded Licenses or any terms of this Section 3(c); and

(v) Customer shall be responsible for paying CSG for any and all installation/startup services provided by CSG in relation to the licenses granted in this Section 3(c). Such services shall be provided under a mutually agreeable Statement of Work.

(d) The fees due to CSG for the Expanded License granted hereunder, for up to 14,000,000 basic subscribers, and the accompanying payment terms are specified on Exhibit A attached hereto.

4. The parties agree to negotiate in good faith to determine a mutually agreeable service level agreement (“SLA”) for Cycle E and the Cycle E Processing Environment within ninety (90) days of the execution of this Amendment. The SLA shall utilize a matrix to match service level commitments and associated penalties with the importance of a particular business function and the impact of its unavailability on Customer’s operations. The parties agree to a phase in period such that during the first 3 months after CSG has gone live with Cycle E, CSG would suffer no penalties if it fails to meet any new SLA, but otherwise satisfies the old SLA’s. During the next 3 months, CSG would be liable only for one-half of the penalties that would apply under the new SLA. After the 6-month phase in, the new SLA’s will apply and CSG will be liable for the penalties in full for failure to achieve the new SLAs. Furthermore, the parties agree to meet with each other’s technical supervisors on a quarterly basis to review the performance of the Cycle E and the Cycle E Processing Environment and proactively address predicted changes in Customer’s business. The relationship managers will be tasked with addressing these changes and proposing revisions to the SLA to accommodate these changes. In the event that the parties, in good faith, have not reached a mutually agreeable SLA for Cycle E and the Cycle E Processing Environment within ninety (90) days of the execution of this Agreement, beginning October, 1, 2002, Customer will be entitled to receive a penalty of $*** per month until an amendment for an SLA is executed. However, in no event shall such penalty exceed $***.

5. The disaster recovery plan attached hereto as Exhibit C shall be inserted as Schedule G of the Agreement.

IN WITNESS WHEREOF, the parties execute this Amendment.

CSG SYSTEMS, INC. (“CSG”)		ECHOSTAR SATELLITE CORPORATION (“CUSTOMER”)
By:	/s/ JOSEPH T. RUBLE	By:	/s/ EDWARD F. ALLWEIN
Name:	Joseph T. Ruble	Name:	Edward F. Allwein
Title:	S.V.P. & General Counsel	Title:	Chief Information Officer
Date:	6/7/02	Date:	6/6/02

3

CONFIDENTIAL AND PROPRIETARY INFORMATION - FOR USE BY AUTHORIZED EMPLOYEES

OF THE PARTIES HERETO ONLY AND IS NOT FOR GENERAL DISTRIBUTION

WITHIN OR OUTSIDE THEIR RESPECTIVE COMPANIES

“Confidential Treatment Requested and the Redacted Material has been separately filed with the Commission.”

Exhibit A

Fees

I. A. Monthly Cycle E Access, Maintenance, and Support Fee

Beginning September 2002 through December 2002	$***
Effective January 2003 and thereafter	$***

Includes the following:

• Cycle E Access

• Cycle E Processing Environment

• Annual Support Hours (as of the execution date of this Amendment 30,000 hours)

Note: Effective upon the execution of this Amendment, the Monthly Maintenance Fee (per subscriber), the Monthly Facilities Management Services Fee, and the Monthly Transaction Processing Fee (per subscriber) in relation to CSG Smartlink, as set forth in paragraph 7 of the Tenth Amendment, shall be included in the Monthly Cycle E Access, Maintenance, and Support Fee as set forth above.

B. Installation and startup services, and the associated fees, in relation to the Cycle E Access and the Cycle E Processing Environment shall be set forth in a mutually agreeable Statement of Work.

II. A. Expanded License Software and Maintenance

Software	$***
Maintenance	Included in Item I.A above

Payment Terms. The $*** license fee for the Expanded License Software shall be due to CSG immediately upon execution of this Amendment. The Expanded License Software is subject to all of the terms and conditions, including but not limited to the 14,000,000 basic subscriber limit, set forth in paragraph 3 of this Amendment. CSG agrees to give Customer a credit equal to $*** to be applied against Customer’s April, 2002 invoice from CSG.

Effective January 1, 2003, the maintenance fees in relation to all licenses previously granted for ACSR and ACSR HSD, CSG Statement Express, and CSG Screen Express shall no longer be invoiced separately, but instead shall be included in the Monthly Cycle E Access, Maintenance, and Support Fee as set forth in Item I.A above. However, Customer shall still be responsible for such maintenance fees currently billed and owed to CSG as of the execution of this Amendment.

B. Fees for installation and startup services are set forth in Schedule F of the Agreement.

4

CONFIDENTIAL AND PROPRIETARY INFORMATION - FOR USE BY AUTHORIZED EMPLOYEES

OF THE PARTIES HERETO ONLY AND IS NOT FOR GENERAL DISTRIBUTION

WITHIN OR OUTSIDE THEIR RESPECTIVE COMPANIES

“Confidential Treatment Requested and the Redacted Material has been separately filed with the Commission.”

Exhibit B

Third Party Software

1. ACSR

• Rumba 2000 v 7.0.b.

• Brixton software products, including, PU2.1.LU6.2, 3270 Client, and LU2.1

2. ACSR/HSD

• Same as ACSR

5

CONFIDENTIAL AND PROPRIETARY INFORMATION - FOR USE BY AUTHORIZED EMPLOYEES

OF THE PARTIES HERETO ONLY AND IS NOT FOR GENERAL DISTRIBUTION

WITHIN OR OUTSIDE THEIR RESPECTIVE COMPANIES

“Confidential Treatment Requested and the Redacted Material has been separately filed with the Commission.”

Exhibit C

CSG Systems, Inc. Business Continuity/Disaster Recovery Plan

CSG maintains written business continuity plans (BCP) that describe a pre-planned sequence of events to ensure the continuation, recovery, and restoration of all business-critical business functions in the event of a business disaster. Business-critical functions (computer resources, networks, processes, and facilities) are those which, if not operating, would cause significant adverse impacts upon the services or products provided by CSG Systems, Inc. to its clients.

For BCP and disaster recovery purposes, CSG Systems, Inc. has categorized all business-critical functions into one of three critical recovery windows. These windows are referred to as Minimum Acceptable Recovery Configurations (MARC I, MARC II, MARC III), with each MARC being defined according to a specific period of time as follows:

• All MARC I business functions are required to be operational from a BCP standpoint within 48 hours after declaration of a business disaster.

• All MARC II business functions are required to be operational from a BCP standpoint between day three and day seven after declaration of a business disaster.

• All MARC III business functions are required to be operational from a BCP standpoint between day eight and day thirty-one after declaration of a business disaster.

In the event of a declared disaster, affecting Customer data, CSG will provide Customer with BCP coverage as follows for the following products and services:

MARC I

CCS

Credit Card Authorization (One Time and Recurring) Services

Host & Distributed Interfaces

Electronic Payment Services (Paybill Advantage)

CSG Statement Express

Print and Mail Services

MARC II

ACSR Code Distribution

MARC III

Collection Services Interfaces

Credit Verification Services

CSG Vantage (NOTE: currently evaluating requirements)

CSG will maintain adequate BCP plans for each of the products and services listed above, and will test those plans an annual basis for accuracy and adequacy.

6

CONFIDENTIAL AND PROPRIETARY INFORMATION - FOR USE BY AUTHORIZED EMPLOYEES

OF THE PARTIES HERETO ONLY AND IS NOT FOR GENERAL DISTRIBUTION

WITHIN OR OUTSIDE THEIR RESPECTIVE COMPANIES

“Confidential Treatment Requested and the Redacted Material has been separately filed with the Commission.”

NINETEENTH AMENDMENT

TO

CSG MASTER SUBSCRIBER MANAGEMENT SYSTEM AGREEMENT

BETWEEN

CSG SYSTEMS, INC.

AND

ECHOSTAR SATELLITE CORPORATION

This Nineteenth Amendment (the “Amendment”) is executed this 6th day of June, 2002, and is made by and between CSG Systems, Inc., a Delaware corporation (“CSG”) and EchoStar Satellite Corporation (“Customer”). CSG and Customer entered into a certain CSG Master Subscriber Management System Agreement dated April 1, 1999, as amended, (the “Agreement”), and now desire to amend the Agreement in accordance with the terms and conditions set forth in this Amendment. If the terms and conditions set forth in this Amendment shall be in conflict with the Agreement, the terms and conditions of this Amendment shall control. Any terms in initial capital letters or all capital letters used as a defined term but not defined in this Amendment, shall have the meaning set forth in the Agreement. Upon execution of this Amendment by the parties, any subsequent reference to the Agreement between the parties shall mean the Agreement as amended by this Amendment. Except as amended by this Amendment, the terms and conditions set forth in the Agreement shall continue in full force and effect according to their terms.

Now therefore, CSG and Customer agree as follows:

1. Customer desires to use CSG’s ProfitNow!^™ on a trial basis through December 31, 2002, and CSG agrees to provide such trial to Customer at no cost, but only through December 31, 2002. Schedule A is amended to include ProfitNow! and Exhibit A-10 attached hereto. In the event that Customer desires to use ProfitNow! beyond December 31, 2002, then, Customer shall notify CSG in writing. Upon receipt of notification by Customer, CSG and Customer agree that the price for the ProfitNow! churn and profitability models starting January 1, 2003, will be $*** per subscriber per month unless otherwise agreed upon prior to December 31, 2002.

IN WITNESS WHEREOF, the parties execute this Amendment.

CSG SYSTEMS, INC. (“CSG”)		ECHOSTAR SATELLITE CORPORATION (“CUSTOMER”)
By:	/s/ JOSEPH T. RUBLE	By:	/s/ EDWARD F. ALLWEIN
Name:	Joseph T. Ruble	Name:	Edward F. Allwein
Title:	S.V.P. & General Counsel	Title:	Chief Information Officer
Date:	6/7/02	Date:	6/6/02

1

CONFIDENTIAL AND PROPRIETARY INFORMATION - FOR USE BY AUTHORIZED EMPLOYEES

OF THE PARTIES HERETO ONLY AND IS NOT FOR GENERAL DISTRIBUTION

WITHIN OR OUTSIDE THEIR RESPECTIVE COMPANIES

“Confidential Treatment Requested and the Redacted Material has been separately filed with the Commission.”

Exhibit A-10

CSG PROFITNOW!

1. CSG ProfitNow! includes two modules, Churn and Profitability. The churn module accurately predicts customer behavior and recommends strategies to prevent customer defections. The profitability module identifies cross-sell and up-sell opportunities, and when those offers are most likely to be accepted.

Churn. Churn predicts the probability that a customer will disconnect within 30 days, identifies the reason(s) that a customer will disconnect, and recommends strategies that might keep a customer from disconnecting.

Profitability. Profitability provides a 60-day forecast of a customer’s value and recommends the products or services to which customers are likely to upgrade in order to increase their value.

2. ProfitNow! transactions will be supported through the latest version of the CSG SmartLink^™ API.

2

CONFIDENTIAL AND PROPRIETARY INFORMATION - FOR USE BY AUTHORIZED EMPLOYEES

OF THE PARTIES HERETO ONLY AND IS NOT FOR GENERAL DISTRIBUTION

WITHIN OR OUTSIDE THEIR RESPECTIVE COMPANIES

“Confidential Treatment Requested and the Redacted Material has been separately filed with the Commission.”

TWENTIETH AMENDMENT

TO

CSG MASTER SUBSCRIBER MANAGEMENT SYSTEM AGREEMENT

BETWEEN

CSG SYSTEMS, INC.

AND

ECHOSTAR SATELLITE CORPORATION

This Twentieth Amendment (the “Amendment”) is executed this 23rd day of December, 2002, and is made by and between CSG Systems, Inc., a Delaware corporation (“CSG”) and EchoStar Satellite Corporation (“Customer”). CSG and Customer entered into a certain CSG Master Subscriber Management System Agreement dated April 1, 1999, as amended, (the “Agreement”), and now desire to amend the Agreement in accordance with the terms and conditions set forth in this Amendment. If the terms and conditions set forth in this Amendment shall be in conflict with the Agreement, the terms and conditions of this Amendment shall control. Any terms in initial capital letters or all capital letters used as a defined term but not defined in this Amendment shall have the meaning set forth in the Agreement. Upon execution of this Amendment by the parties, any subsequent reference to the Agreement between the parties shall mean the Agreement as amended by this Amendment. Except as amended by this Amendment, the terms and conditions set forth in the Agreement shall continue in full force and effect according to their terms.

CSG and Customer agree as follows:

1. Customer desires to acquire and CSG wishes to provide the CSG Datavision^TM (a/k/a GreenBar) reporting tool. Therefore, upon execution of this Amendment and for the fees listed in paragraph 3 below, the definition of Products in Schedule B to the Agreement shall be amended to include CSG Datavision and CSG hereby grants a license to Customer to use the CSG Datavision product with twenty-five (25) user IDs. Furthermore:

a. The following description of CSG Datavision (a/k/a GreenBar) shall be added to Exhibit B-1 (a): The CSG Datavision reporting tool provides a web front end for the RMS reporting system. CSG Datavision allows much greater flexibility in retrieving and presenting the RMS report data. Additionally, Customer will be able to administer the number of users on the system as well as which reports each user has access to. With CSG Datavision, Customer can view data in HTML format and download or export this data in CSV format.

b. Attachment 1 outlines the service level standards CSG agrees to provide for CSG Datavision. Should Customer require different retention settings than those provided in the service level standards, CSG shall work with Customer to lengthen or shorten such settings based on Customer’s business needs. The lengthening of retention settings may result in additional charges to Customer.

c. Attachment 2 provides the reports that shall be made available to Customer as of the date of execution of this Amendment. Attachment 3 (the “Report List”) lists all reports currently offered by CSG. Substitutions of reports in Attachment 2 from the Report List may be made by Customer upon thirty (30) days written notice to CSG. Increasing the number of Reports in either Attachment 2 or Attachment 3 will be subject to additional fees to be set forth in a mutually agreed upon writing.

[THIS SECTION LEFT INTENTIONALLY BLANK]

1

CONFIDENTIAL AND PROPRIETARY INFORMATION - FOR USE BY AUTHORIZED EMPLOYEES

OF THE PARTIES HERETO ONLY AND IS NOT FOR GENERAL DISTRIBUTION

WITHIN OR OUTSIDE THEIR RESPECTIVE COMPANIES

“Confidential Treatment Requested and the Redacted Material has been separately filed with the Commission.”

d. Schedule F shall be amended to include the following fees for CSG Datavision:

Item/Description	Unit of Measure	Price
I.       CSG Datavision
A.     Set-Up Fees
1.      Initial Set-Up (Note 1)	One Time	Quote
2.      New Report Set-Up	Per Request	Quote
B.     User Fee (Note 2)
1.      First twenty-five (25) User Ids	Monthly	$***
2.      Additional Block of 5 users	Monthly	$***
C.     Storage
1.      Additional Disk Storage above 21 GIG and below 35 GIG (per GIG, minimum of $***)	Monthly	$***
2.      Additional Disk Storage beyond 35 GIGe (per GIG, minimum of $***	Monthly	Quote

Note 1: CSG Datavision initial set-up services shall be documented in a separately executed Statement of Work.

Note 2: User IDs beyond the first twenty-five (25) must be purchased in increments of five (5) User IDs.

2. CSG agrees to FTP the CPSD-030 and CPSD-332 Reports to Customer on a daily basis at no additional cost to Customer. Should Customer require the FTP of additional reports the fee, on a monthly basis, shall be $*** per report.

IN WITNESS WHEREOF, the parties execute this Amendment.

CSG SYSTEMS, INC. (“CSG”)		ECHOSTAR SATELLITE CORPORATION (“CUSTOMER”)
By:	/s/ JOSEPH T. RUBLE	By:	/s/ EDWARD F. ALLWEIN
Name:	Joseph T. Ruble	Name:	Edward F. Allwein
Title:	S.V.P. & General Counsel	Title:	Chief Information Officer
Date:	12/24/02	Date:	12/23/02

2

CONFIDENTIAL AND PROPRIETARY INFORMATION - FOR USE BY AUTHORIZED EMPLOYEES

OF THE PARTIES HERETO ONLY AND IS NOT FOR GENERAL DISTRIBUTION

WITHIN OR OUTSIDE THEIR RESPECTIVE COMPANIES

“Confidential Treatment Requested and the Redacted Material has been separately filed with the Commission.”

Attachment 1

1. CSG Datavision shall be available for on-line access ** ***** *** *** **** **** *** **** with the following exceptions:

a. CSG Datavision maintains a weekly maintenance window on Friday from 7:00 PM to 10:00 PM Central Time.

b. CSG Datavision maintains a monthly maintenance window on the second calendar Sunday from 8:00 AM until 5:00 PM Central Time. In both cases on a) and b) such windows may or may not affect Customer’s operating environment. In both cases, the entire window may or may not be used.

c. Between the hours of *** ** *** *** ** Central Time new report data is being processed and loaded into the CSG Datavision application. During this time, there will be time periods where specific reports will not be available. CSG will make available a target schedule of report unavailability during this period so Customer is able to schedule work times during this period.

d. CSG is not liable for exceptions that may cause a delay in the availability of new reports. These may include:

• Database passers

• PC macros

• Agent transfers

• Prin merges

• Programmatic non-monetary changes which may create abnormally high update/load volumes

• Development implementation where a reload may be required to extract historical data

• Database loads or reloads resulting from:

• Conversions/Deconversions

• Addition of CCS Systems, Principals and/or Agents

• Other cycle activity which may require modification of daily database update/load parameters

• Cycle transfers, cycle moves, or cycle spreads

• Client-included data anomalies

In the event CSG and Customer find the CSG Datavision platform is out of synchronization with CCS, reasonable efforts will be made to correct the data at a time mutually agreeable to CSG and Customer. If a code modification is required to correct the root cause, correction of the data will be initiated at a time mutually agreeable to CSG and Customer after implementation of the corrected code.

2. CSG will commit to making current reports available *** * hours after RMS cycles.

3. Daily reports will be retained for a period of ***** calendar days. Specifically, the most current day plus the *** * previous days reports will be available. With respect to monthly reports, the reports will be available until the next month’s reports are loaded such that only the current month’s monthly reports are available.

4. CSG will commit to a monthly CSG Datavision system uptime of *** excluding scheduled downtime as outlined in items a), b) and c) above. CSG will make a commercially reasonable best effort to achieve *** computer uptime on a monthly basis.

3

CONFIDENTIAL AND PROPRIETARY INFORMATION - FOR USE BY AUTHORIZED EMPLOYEES

OF THE PARTIES HERETO ONLY AND IS NOT FOR GENERAL DISTRIBUTION

WITHIN OR OUTSIDE THEIR RESPECTIVE COMPANIES

“Confidential Treatment Requested and the Redacted Material has been separately filed with the Commission.”

Attachment 2

REPORT #	REPORT DESCRIPTION
CPMM-004	Total Service Codes Statistics
CPMM-302	Basic Service Code Statistics
CPPM-010	Event Order Royalty Report
CPRM-006	Royalty Accounting Report
CPSD-030	Unposted Monetary Items
CPSD-100	Ledger Activity Report
CPSD-130	Daily Charge Off Activity
CPSD-146	Monetary Activity by Service Code
CPSD-310	Daily Payment Batch Recap
CPSD-332	EFT Activity Report
CPSM-034	Potential Refunds Report
CPSM-214	Monthly Delinquency Report
CPSM-216	Disconnected Delinquent Accounts
CPSM-300	Accounts Receivable Journal
CPSM-302	Monthly Monetary Transaction Activity
CPSM-304	Monthly Adjustment by Reason
CPSM-306	Payment Adjustment Composition Report
CPSM-308	Monthly Earned and Unearned Revenue
CPSM-310	Payment Batch Recap
CPSM-318	Financial Summary Report

4

CONFIDENTIAL AND PROPRIETARY INFORMATION - FOR USE BY AUTHORIZED EMPLOYEES

OF THE PARTIES HERETO ONLY AND IS NOT FOR GENERAL DISTRIBUTION

WITHIN OR OUTSIDE THEIR RESPECTIVE COMPANIES

“Confidential Treatment Requested and the Redacted Material has been separately filed with the Commission.”

Attachment 3

REPORT #	REPORT DESCRIPTION
CPMM-004	Total Service Codes Statistics
CPPD-080	Daily Event Orders
CPPM-010	Event Order Royalty Report
CPRM-006	Royalty Accounting Report
CPSD-010	Non-Monetary Edit List
CPSD-014	Monetary Entry List
CPSD-016	Tape Transmittals Accepted
CPSD-018	Tape Transmittals Rejected
CPSD-022	Monetary Tran Journal
CPSD-024	Reports of Adjustments
CPSD-026	Non-Monetary Journal
CPSD-028	Unposted Nonmon Items
CPSD-030	Unposted Monetary Items
CPSD-036	Credit Card Billing Report
CPSD-080	Subscriber Exceptions
CPSD-082	Subscriber Exceptions
CPSD-084	Subscriber Exceptions
CPSD-086	Subscriber Exceptions
CPSD-100	Ledger Activity Report
CPSD-108	Subscriber Cash Refund Report
CPSD-110	Daily Letters Report
CPSD-130	Daily Charge Off Activity
CPSD-140	Adj Research Report – PPV
CPSD-142	Adj Clearance Report
CPSD-144	Adj Exception Report
CPSD-146	Monetary Activity by Service Code
CPSD-148	Miscellaneous Adj Research Report
CPSD-180	Duplicate Tax ID Report
CPSD-266	Monetary Transfer Summary
CPSD-268	Account Transfer Audit
CPSD-310	Daily Payment Batch Recap
CPSD-312	Recurring Credit Card Declines Report
CPSD-314	Recurring Credit Card Resubmit Report
CPSD-324	Credit Card Payment Report
CPSD-332	EFT Activity Report
CPSD-334	CVI Processing Activity Report
CPSM-214	Monthly Delinquency Report
CPSM-216	Disconnected Delinquent Accounts
CPSM-232	Bulk Billing Report
CPSM-290	Active Charged Off Accounts
CPSM-300	Accounts Receivable Journal
CPSM-302	Monthly Monetary Transaction Activity
CPSM-304	Monthly Adjustment by Reason
CPSM-306	Payment Adjustment Composition Report
CPSM-308	Monthly Earned and Unearned Revenue
CPSM-310	Payment Batch Recap
CPSM-318	Financial Summary Report
CPSM-354	Import Audit Tax Type Summary by State
CPSM-356	Sales Tax Register – Summary
CPSM-360	Sales Tax Register – State Recap

5

CONFIDENTIAL AND PROPRIETARY INFORMATION - FOR USE BY AUTHORIZED EMPLOYEES

OF THE PARTIES HERETO ONLY AND IS NOT FOR GENERAL DISTRIBUTION

WITHIN OR OUTSIDE THEIR RESPECTIVE COMPANIES

“Confidential Treatment Requested and the Redacted Material has been separately filed with the Commission.”

REPORT #	REPORT DESCRIPTION
CPWD-012	Work Orders Rejected
CPWD-042	Work Orders Completed

6

CONFIDENTIAL AND PROPRIETARY INFORMATION - FOR USE BY AUTHORIZED EMPLOYEES

OF THE PARTIES HERETO ONLY AND IS NOT FOR GENERAL DISTRIBUTION

WITHIN OR OUTSIDE THEIR RESPECTIVE COMPANIES

“Confidential Treatment Requested and the Redacted Material has been separately filed with the Commission.”

TWENTY-FIRST AMENDMENT

TO

CSG MASTER SUBSCRIBER MANAGEMENT SYSTEM AGREEMENT

BETWEEN

CSG SYSTEMS, INC.

AND

ECHOSTAR SATELLITE CORPORATION

This Twenty-First Amendment (the “Amendment”) is executed this 31st day of January, 2003, and is made by and between CSG Systems, Inc., a Delaware corporation (“CSG”) and EchoStar Satellite Corporation (“Customer”). CSG and Customer entered into a certain CSG Master Subscriber Management System Agreement dated April 1, 1999, as amended, (the “Agreement”), and now desire to amend the Agreement in accordance with the terms and conditions set forth in this Amendment. If the terms and conditions set forth in this Amendment shall be in conflict with the Agreement, the terms and conditions of this Amendment shall control. Any terms in initial capital letters or all capital letters used as a defined term but not defined in this Amendment shall have the meaning set forth in the Agreement. Upon execution of this Amendment by the parties, any subsequent reference to the Agreement between the parties shall mean the Agreement as amended by this Amendment. Except as amended by this Amendment, the terms and conditions set forth in the Agreement shall continue in full force and effect according to their terms.

CSG and Customer agree as follows:

1. Customer desires to archive its CCS reports on CD-ROM/DVD instead of microfiche. Therefore, the fees listed in Paragraph 2, below, shall be added to the CCS Video – Ancillary Services section of Schedule F.

2. Schedule F shall be amended to include the following fees for Reports on CD-ROM/DVD:

Item/Description	Unit of Measure	Price
I. Reports on CD-ROM/DVD
A. Processing Fee (excludes postage)	Monthly
1. First 12,000,000 Subscribers	Monthly	$	***
2. Each Incremental 1,000,000 Subscribers (Note 1)	Monthly	$	***
3. Duplicate CD/DVD (per CD or DVD, excludes postage)	Per Request	$	***

Note 1: The incremental Processing Fee shall be paid upon Customer exceeding the threshold for the previous tier by one subscriber (i.e. Upon Customer reaching 12,000,001 monthly Basic Subscribers, Customer shall pay an additional $*** per month, and so forth.

3. The rate for duplicate CD-ROM or DVD for statement archival as reflected in Section I.E.1 of the CCS Print & Mail Services Fees Section of Schedule F shall be replaced with $***.

IN WITNESS WHEREOF, the parties execute this Amendment.

CSG SYSTEMS, INC. (“CSG”)		ECHOSTAR SATELLITE CORPORATION (“CUSTOMER”)
By:	/s/ JOSEPH T. RUBLE	By:	/s/ EDWARD F. ALLWEIN
Name:	Joseph T. Ruble	Name:	Edward F. Allwein
Title:	S.V.P. & General Counsel	Title:	Chief Information Officer
Date:	2/3/03	Date:	1/31/03

CONFIDENTIAL AND PROPRIETARY INFORMATION - FOR USE BY AUTHORIZED EMPLOYEES

OF THE PARTIES HERETO ONLY AND IS NOT FOR GENERAL DISTRIBUTION

WITHIN OR OUTSIDE THEIR RESPECTIVE COMPANIES

“Confidential Treatment Requested and the Redacted Material has been separately filed with the Commission.”

TWENTY-SECOND AMENDMENT

TO

CSG MASTER SUBSCRIBER MANAGEMENT SYSTEM AGREEMENT

BETWEEN

CSG SYSTEMS, INC.

AND

ECHOSTAR SATELLITE CORPORATION

This Twenty-Second Amendment (the “Amendment”) is executed this 20th day of January, 2003, and is made by and between CSG Systems, Inc., a Delaware corporation (“CSG”) and EchoStar Satellite Corporation (“Customer”). CSG and Customer entered into a certain CSG Master Subscriber Management System Agreement dated April 1, 1999, as amended, (the “Agreement”), and now desire to amend the Agreement in accordance with the terms and conditions set forth in this Amendment. If the terms and conditions set forth in this Amendment shall be in conflict with the Agreement, the terms and conditions of this Amendment shall control. Any terms in initial capital letters or all capital letters used as a defined term but not defined in this Amendment shall have the meaning set forth in the Agreement. Upon execution of this Amendment by the parties, any subsequent reference to the Agreement between the parties shall mean the Agreement as amended by this Amendment. Except as amended by this Amendment, the terms and conditions set forth in the Agreement shall continue in full force and effect according to their terms.

CSG and Customer agree as follows:

Customer desires and CSG agrees to allow for up to two (2) Converter Batch Uploads per month to Customer at no charge. Customer agrees that any unused free Converter Batch Uploads will not carry over to a future month and that any Converter Batch Uploads required beyond two per month will be invoiced at CSG’s current standard pricing per the Agreement.

IN WITNESS WHEREOF, the parties execute this Amendment.

CSG SYSTEMS, INC. (“CSG”)		ECHOSTAR SATELLITE CORPORATION (“CUSTOMER”)
By:	/s/ PETER E. KALAN	By:	/s/ EDWARD F. ALLWEIN
Name:	Peter E. Kalan	Name:	Edward F. Allwein
Title:	CFO	Title:	CIO
Date:	1/22/03	Date:	1/20/03

CONFIDENTIAL AND PROPRIETARY INFORMATION - FOR USE BY AUTHORIZED EMPLOYEES

OF THE PARTIES HERETO ONLY AND IS NOT FOR GENERAL DISTRIBUTION

WITHIN OR OUTSIDE THEIR RESPECTIVE COMPANIES

“Confidential Treatment Requested and the Redacted Material has been separately filed with the Commission.”

TWENTY-THIRD AMENDMENT

TO

CSG MASTER SUBSCRIBER MANAGEMENT SYSTEM AGREEMENT

BETWEEN

CSG SYSTEMS, INC.

AND

ECHOSTAR SATELLITE CORPORATION

This Twenty-Third Amendment (the “Amendment”) is executed this 31st day of January, 2003, and is made by and between CSG Systems, Inc., a Delaware corporation (“CSG”) and EchoStar Satellite Corporation (“Customer”). CSG and Customer entered into a certain CSG Master Subscriber Management System Agreement dated April 1, 1999, as amended, (the “Agreement”), and now desire to amend the Agreement in accordance with the terms and conditions set forth in this Amendment. If the terms and conditions set forth in this Amendment shall be in conflict with the Agreement, the terms and conditions of this Amendment shall control. Any terms in initial capital letters or all capital letters used as a defined term but not defined in this Amendment shall have the meaning set forth in the Agreement. Upon execution of this Amendment by the parties, any subsequent reference to the Agreement between the parties shall mean the Agreement as amended by this Amendment. Except as amended by this Amendment, the terms and conditions set forth in the Agreement shall continue in full force and effect according to their terms.

CSG and Customer agree as follows:

1. Customer desires to increase its On-Line Data Storage Allowances. Therefore, for the fees listed in paragraph 2(d.) below, Item I.A., CCS Video Service Fees, of Schedule F shall be amended to include the following:

(a) The number of Details stored on-line monthly per subscriber shall be increased by ninety-five (95), from ***** to ******.

(b) The number of Memos stored on-line monthly per subscriber shall be increased by twenty (20), from ***** to *****.

(c) The number of Statements stored on-line monthly per subscriber shall be increased by eleven (11), from ***** to *****.

(d) The number of Inactive subscribers on file stored on-line monthly per active account shall be increased by seven-tenths (0.7), from *** to ****.

(e) The fees for the increases in On-Line Storage Allowances in paragraph 2(a)-(c) above shall be $*** per month.

2. This Amendment shall go into effect upon CSG’s receipt of Customer’s payment of Special Invoice #005142.

IN WITNESS WHEREOF, the parties execute this Amendment.

CSG SYSTEMS, INC. (“CSG”)		ECHOSTAR SATELLITE CORPORATION (“CUSTOMER”)
By:	/s/ JOSEPH T. RUBLE	By:	/s/ EDWARD F. ALLWEIN
Name:	Joseph T. Ruble	Name:	Edward F. Allwein
Title:	S.V.P. & General Counsel	Title:	Chief Information Officer
Date:	2/3/03	Date:	1/31/03

CONFIDENTIAL AND PROPRIETARY INFORMATION - FOR USE BY AUTHORIZED EMPLOYEES

OF THE PARTIES HERETO ONLY AND IS NOT FOR GENERAL DISTRIBUTION

WITHIN OR OUTSIDE THEIR RESPECTIVE COMPANIES

“Confidential Treatment Requested and the Redacted Material has been separately filed with the Commission.”

TWENTY-SIXTH AMENDMENT

TO

CSG MASTER SUBSCRIBER MANAGEMENT SYSTEM AGREEMENT

BETWEEN

CSG SYSTEMS, INC.

AND

ECHOSTAR SATELLITE CORPORATION

This Twenty-Sixth Amendment (the “Amendment”) is made by and between CSG Systems, Inc., a Delaware corporation (“CSG”) and EchoStar Satellite Corporation (“Customer”). CSG and Customer entered into a certain CSG Master Subscriber Management System Agreement dated April 1, 1999, as amended, (the “Agreement”), and now desire to amend the Agreement in accordance with the terms and conditions set forth in this Amendment. If the terms and conditions set forth in this Amendment shall be in conflict with the Agreement, the terms and conditions of this Amendment shall control. Any terms in initial capital letters or all capital letters used as a defined term but not defined in this Amendment shall have the meaning set forth in the Agreement. Upon execution of this Amendment by the parties, any subsequent reference to the Agreement between the parties shall mean the Agreement as amended by this Amendment. Except as amended by this Amendment, the terms and conditions set forth in the Agreement shall continue in full force and effect according to their terms.

CSG and Customer agree as follows:

1. Customer desires to increase its capacity headroom to the existing LPAR processing Cycle E to eighteen percent (18%) from May 1, 2003 through August 31, 2003 (the “Increased Capacity Term”). As a result, for the fees set forth below which represent CSG’s good faith estimate of CSG’s incremental vendor costs (derived from the number of additional MIPS multiplied by the vendor’s fee per MIP) associated with accommodating Customer’s request described in this Amendment, CSG shall increase the capacity headroom to the existing LPAR processing Cycle E to eighteen percent (18%) during the Increased Capacity Term. In the event Customer wishes to terminate the additional capacity prior to the expiration of the Increased Capacity Term, Customer shall provide CSG with thirty (30) days prior written notice. Upon receipt of Customer’s written notice, CSG shall use commercially reasonable efforts to re-deploy the additional capacity during the remainder of the Increased Capacity Term. If CSG is able to re-deploy the additional capacity, Customer shall not be responsible for the remaining monthly fees (set forth below) associated with the additional capacity. However, if CSG is unable to re-deploy the additional capacity, Customer agrees to pay the remaining monthly fees through the expiration of the Increased Capacity Term. In the event Customer wishes to maintain or increase the capacity after the expiration of the Increased Capacity Term, the parties shall negotiate in good faith and execute such agreement in writing.

2. As specific consideration for the mutual promises made, and benefits conferred, pursuant to the terms and conditions herein, CSG shall apply the $*** penalty, set forth in Paragraph 4 of the Eighteenth Amendment, to the fees set forth below for the increase in capacity headroom in two equal installments of $*** each, to be applied against amounts billable in May and June of 2003. However, the parties agree to continue to negotiate in good faith to complete the new Service Level Agreement by June 30, 2003.

3. Customer shall pay the following fees during the Increased Capacity Term, the invoicing of which shall commence on May 31, 2003:

Monthly Increased Capacity Headroom Fee $***

CONFIDENTIAL AND PROPRIETARY INFORMATION - FOR USE BY AUTHORIZED EMPLOYEES

OF THE PARTIES HERETO ONLY AND IS NOT FOR GENERAL DISTRIBUTION

WITHIN OR OUTSIDE THEIR RESPECTIVE COMPANIES

“Confidential Treatment Requested and the Redacted Material has been separately filed with the Commission.”

IN WITNESS WHEREOF, the parties execute this Amendment.

CSG SYSTEMS, INC. (“CSG”)		ECHOSTAR SATELLITE CORPORATION (“CUSTOMER”)
By:	/s/ Edward C. Nafus	By:	/s/ Dr.-Ing. Germar Schaefer
Name:	Edward C. Nafus	Name:	Dr.-Ing. Germar Schaefer
Title:	Pres., Broadband Services	Title:	SVP, Chief Information Officer
Date:	5/23/03	Date:	5/22/03

CONFIDENTIAL AND PROPRIETARY INFORMATION - FOR USE BY AUTHORIZED EMPLOYEES

OF THE PARTIES HERETO ONLY AND IS NOT FOR GENERAL DISTRIBUTION

WITHIN OR OUTSIDE THEIR RESPECTIVE COMPANIES

“Confidential Treatment Requested and the Redacted Material has been separately filed with the Commission.”

TWENTY-SEVENTH AMENDMENT

TO

CSG MASTER SUBSCRIBER MANAGEMENT SYSTEM AGREEMENT

BETWEEN

CSG SYSTEMS, INC.

AND

ECHOSTAR SATELLITE CORPORATION

This Twenty-Seventh Amendment (the “Amendment”) is made by and between CSG Systems, Inc., a Delaware corporation (“CSG”) and EchoStar Satellite Corporation (“Customer”). CSG and Customer entered into a certain CSG Master Subscriber Management System Agreement dated April 1, 1999, as amended, (the “Agreement”), and now desire to amend the Agreement in accordance with the terms and conditions set forth in this Amendment. If the terms and conditions set forth in this Amendment shall be in conflict with the Agreement, the terms and conditions of this Amendment shall control. Any terms in initial capital letters or all capital letters used as a defined term but not defined in this Amendment shall have the meaning set forth in the Agreement. Upon execution of this Amendment by the parties, any subsequent reference to the Agreement between the parties shall mean the Agreement as amended by this Amendment. Except as amended by this Amendment, the terms and conditions set forth in the Agreement shall continue in full force and effect according to their terms.

CSG and Customer agree as follows:

1. The following is inserted as a new Section 34:

While this Agreement is in effect, CSG shall comply with the performance standards (and any remedies associated therewith) as set forth in Schedule G.

2. The performance standards set forth on pages 52-57 of the Agreement are deleted in their entirety and replaced with the performance standards set forth in Schedule G attached hereto.

3. All references to “CSG Datavision” shall be replaced with “CSG Vantage Plus.”

4. Upon CSG’s receipt of the relevant performance data, CSG and Customer shall mutually agree upon performance standards (system availability, response time and penalties) for Gateway – FMS and CSG Smartlink which shall be added to Schedule G pursuant to a written amendment to the Agreement.

IN WITNESS WHEREOF, the parties execute this Amendment.

CSG SYSTEMS, INC. (“CSG”)		ECHOSTAR SATELLITE CORPORATION (“CUSTOMER”)
By:	/s/ Peter E. Kalan	By:	/s/ Dr.-Ing. Germar Schaefer
Name:	Peter E. Kalan	Name:	Dr.-Ing. Germar Schaefer
Title:	CFO, S.V.P.	Title:	SVP, Chief Information Officer
Date:	11/19/03	Date:	11/18/03

Page 1

CONFIDENTIAL AND PROPRIETARY INFORMATION - FOR USE BY AUTHORIZED EMPLOYEES

OF THE PARTIES HERETO ONLY AND IS NOT FOR GENERAL DISTRIBUTION

WITHIN OR OUTSIDE THEIR RESPECTIVE COMPANIES

“Confidential Treatment Requested and the Redacted Material has been separately filed with the Commission.”

SCHEDULE G

PERFORMANCE STANDARDS AND REMEDIES

[Redacted for Confidential Treatment]

“Confidential Treatment Requested and the Redacted Material has been separately filed with the Commission.”

Exhibit G-1

Performance Remedies

[Redacted for Confidential Treatment]

“Confidential Treatment Requested and the Redacted Material has been separately filed with the Commission.”

Except for use of the following components upon the request of Customer*, the components set forth below will not be used to calculate the percentage of the MIPS Allowance consumed by Customer:

Component	Description
PRDBAT	Production batch workload usage
TSTONL	Test On-line workload usage by CSG and Customer
TSTBAT	Test batch workload usage by CSG
HOTTBAT	Higher performing workload class designed to provide better throughput performance for production batch that is critical in nature
TSO	Test and Production workload usage for submitting, editing CSG batch jobs

* Requests by Customer for use of a component can only be made via a change notification process with four (4) hours advance notice. Requests can only be made by the following members of Customer’s IT department: Senior Manager of Billing, IT Director, or IT Vice President.

3. Service Level Credits for Other Performance Standards. Subject to the terms set forth in Schedule G, CSG failure to meet the performance standards set forth in Sections 2.3 – 2.9 shall result in the following Service Level Credits:

Application / System	Unit of Measurement	Penalty
ACSR – Code Table Server Updates	Minutes updates to site server were not performed pursuant to Section 2.3.	$*** per minute updates missed
Vantage – Availability	Minutes	Peak: $*** per minute Non Peak: $*** per minute
Datavision – Availability	Minutes	Peak: $*** per minute Non Peak: $*** per minute
Daily Data Extract – Availability	Days per Month updates were not performed via SLA.	$*** per day SLA missed
Lockbox Processing	Days after deadline	$*** per day SLA missed
Statement Processing	Days after turnaround commitment	$*** per day SLA missed

Page 9

CONFIDENTIAL AND PROPRIETARY INFORMATION - FOR USE BY AUTHORIZED EMPLOYEES

OF THE PARTIES HERETO ONLY AND IS NOT FOR GENERAL DISTRIBUTION

WITHIN OR OUTSIDE THEIR RESPECTIVE COMPANIES

“Confidential Treatment Requested and the Redacted Material has been separately filed with the Commission.”

TWENTY-EIGHTH AMENDMENT

TO

CSG MASTER SUBSCRIBER MANAGEMENT SYSTEM AGREEMENT

BETWEEN

CSG SYSTEMS, INC.

AND

ECHOSTAR SATELLITE CORPORATION

This Twenty-Eighth Amendment (the “Amendment”) is made by and between CSG Systems, Inc., a Delaware corporation (“CSG”) and EchoStar Satellite Corporation (“Customer”). CSG and Customer entered into a certain CSG Master Subscriber Management System Agreement dated April 1, 1999, as amended, (the “Agreement”), and now desire to amend the Agreement in accordance with the terms and conditions set forth in this Amendment. If the terms and conditions set forth in this Amendment shall be in conflict with the Agreement, the terms and conditions of this Amendment shall control. Any terms in initial capital letters or all capital letters used as a defined term but not defined in this Amendment shall have the meaning set forth in the Agreement. Upon execution of this Amendment by the parties, any subsequent reference to the Agreement between the parties shall mean the Agreement as amended by this Amendment. Except as amended by this Amendment, the terms and conditions set forth in the Agreement shall continue in full force and effect according to their terms.

CSG and Customer agree as follows:

Pursuant to the Twenty-Sixth Amendment, and for the fees set forth in Paragraph 3 of that Amendment, Customer desires and CSG agrees to extend the Increased Capacity Term to the existing LPAR through November 30, 2003.

IN WITNESS WHEREOF, the parties execute this Amendment on the date last signed below.

CSG SYSTEMS, INC. (“CSG”)		ECHOSTAR SATELLITE CORPORATION (“CUSTOMER”)
By:	/s/ Scott D. Goodyear	By:	/s/ Dr.-Ing. Germar Schaefer
Name:	Scott D. Goodyear	Name:	Dr.-Ing. Germar Schaefer
Title:	V.P., EchoStar SBU	Title:	SVP, Chief Information Officer
Date:	9/12/03	Date:	9/5/03

CONFIDENTIAL AND PROPRIETARY INFORMATION - FOR USE BY AUTHORIZED EMPLOYEES

OF THE PARTIES HERETO ONLY AND IS NOT FOR GENERAL DISTRIBUTION

WITHIN OR OUTSIDE THEIR RESPECTIVE COMPANIES

“Confidential Treatment Requested and the Redacted Material has been separately filed with the Commission.”

TWENTY-NINTH AMENDMENT

TO

CSG MASTER SUBSCRIBER MANAGEMENT SYSTEM AGREEMENT

BETWEEN

CSG SYSTEMS, INC.

AND

ECHOSTAR SATELLITE CORPORATION

This Twenty-Ninth Amendment (the “Amendment”) is made by and between CSG Systems, Inc., a Delaware corporation (“CSG”) and EchoStar Satellite Corporation (“Customer”). CSG and Customer entered into a certain CSG Master Subscriber Management System Agreement dated April 1, 1999, as amended, (the “Agreement”), and now desire to amend the Agreement in accordance with the terms and conditions set forth in this Amendment. If the terms and conditions set forth in this Amendment shall be in conflict with the Agreement, the terms and conditions of this Amendment shall control. Any terms in initial capital letters or all capital letters used as a defined term but not defined in this Amendment shall have the meaning set forth in the Agreement. Upon execution of this Amendment by the parties, any subsequent reference to the Agreement between the parties shall mean the Agreement as amended by this Amendment. Except as amended by this Amendment, the terms and conditions set forth in the Agreement shall continue in full force and effect according to their terms.

CSG and Customer agree as follows:

1. Customer desires to utilize CSG’s recurring services of Card Account Update and Address Change Service. Therefore, for the fees set forth below, upon execution of this Amendment, Schedule A of the Agreement shall be amended to include Card Account Update and Address Change Service and Exhibit A-4 (d) attached hereto.

a. Card Account Update (sponsored by Visa). The basic Card Account Update Service will track and report replacement VISA and MasterCard cardholder account numbers and expiration dates and automatically update them during the month a subscriber’s credit card expires for Customers that use Chase Merchant Services for recurring credit card processing.

b. Address Change Service (also known as Postal Endorsement) is an automated service used by the USPS to provide electronic address updates to it’s customers. Instead of receiving returned mail pieces to our site for address updates, the USPS will provide CSG with an address file, and CSG will automatically update the “bill to” information for your disconnected subscribers.

2. Schedule F shall be amended to add the following fees:

a. CSG shall provide Card Account Update services for the following fees:

Description of Item/Unit of Measure	Frequency	Fee
Startup	Per Request	(Note 1	)
Per Transaction Fee	Monthly	$***

Note 1: Customer shall use three hundred seventy-six (376) of Customer’s Annual Support Hours for the startup of Card Account Update services.

CONFIDENTIAL AND PROPRIETARY INFORMATION - FOR USE BY AUTHORIZED EMPLOYEES

OF THE PARTIES HERETO ONLY AND IS NOT FOR GENERAL DISTRIBUTION

WITHIN OR OUTSIDE THEIR RESPECTIVE COMPANIES

“Confidential Treatment Requested and the Redacted Material has been separately filed with the Commission.”

b. CSG shall provide Address Change Services for the following fees:

Description of Item/Unit of Measure	Frequency	Fee
Postal Endorsement – Address Change Services for disconnected subscribers (per item processed)	Monthly	$	***
Postal Endorsement – Address Change Services for connected subscribers (per item processed) (Note 1)	Monthly	$	***

Note 1: The functionality to automatically update the “bill to” information for Customer’s connected subscribers has not yet been implemented as of September 8, 2003. The implementation date is TBD.

IN WITNESS WHEREOF, the parties execute this Amendment on the date last signed below.

CSG SYSTEMS, INC. (“CSG”)		ECHOSTAR SATELLITE CORPORATION (“CUSTOMER”)
By:	/s/ Scott D. Goodyear	By:	/s/ Dr.-Ing. Germar Schaefer
Name:	Scott D. Goodyear	Name:	Dr.-Ing. Germar Schaefer
Title:	V.P., EchoStar SBU	Title:	SVP, Chief Information Officer
Date:	10/29/03	Date:	10/28/03

CONFIDENTIAL AND PROPRIETARY INFORMATION - FOR USE BY AUTHORIZED EMPLOYEES

OF THE PARTIES HERETO ONLY AND IS NOT FOR GENERAL DISTRIBUTION

WITHIN OR OUTSIDE THEIR RESPECTIVE COMPANIES

“Confidential Treatment Requested and the Redacted Material has been separately filed with the Commission.”

EXHIBIT A-4 (d)

Card Account Update (also known as Visa’s Relationship Manager Service)

1. Card Account Update. CSG will provide to Customer, and Customer will purchase from CSG, all of Customer’s requirements for those data processing services, which automatically refresh VISA and MasterCard cardholder account numbers and expiration dates for merchants that use Chase Merchant Services for recurring credit card processing (the “Card Account Update Service”).

2. Requirements. Customer must use Chase Merchant Services for recurring credit card processing in order to utilize the Card Account Update Service. Customer acknowledges that Customer and Chase Merchant Services must execute an Amendment to the Merchant Bankcard Processing Agreement entered into between Customer and Chase Merchant Services before Customer may use the Card Account Update Service. Customer also acknowledges that the Card Account Update Service must be used with either CSG’s CCS/BP (formerly CCS^®) or ACSR^® systems. In addition, Chase Merchant Services will register Customer with and be responsible for the applicable card association(s) for the card account update service.

3. Use of Credit Information. Customer agrees that it shall keep all information and data accessed through the Card Account Update Service strictly confidential. Customer hereby agrees that it will request credit information received from CSG solely for said Customer’s use in connection with (i) credit transactions between Customer and the consumers to whom the credit information relates, (ii) employment purposes, (iii) underwriting of insurance, (iv) collection activity, and (v) government licensing, or for other “permissible purposes” as defined by the FCRA, and will neither request nor use any such information for any other purpose.

4. Intellectual Property.

a. No License. Customer will not acquire any patent rights, copyright interest, or other right, claim, or interest in the computer programs, forms, schedules, manuals, or other proprietary items utilized or provided by CSG in connection with the Card Account Update Service.

b. Restrictions on Use. Customer will not use or permit its respective employees, agents and subcontractors to use the trademarks, service marks, logos, names, or any other proprietary designations of VISA, Chase Merchant Services, MasterCard, or their respective affiliates, whether registered or unregistered, without the prior written consent of the applicable party.

c. Ownership of Credit Data. Customer acknowledges that all information contained in the consumer credit information database is and will continue to be the exclusive property of CSG’s provider of the Card Account Update Service. Except for the uses specified in this Agreement, nothing contained in this Exhibit shall be deemed to convey to Customer any right, title or interest in or to the consumer credit information database or any part thereof.

5. Data Accuracy. Customer acknowledges that the Card Account Update Service is only accurate to the extent a Card issuer participates in the service and that many Card issuers do not participate in the service. Furthermore, Customer Acknowledges that CSG is not responsible in any way for the accuracy or the completeness of data which may be accessed as part of this service. At this time, VISA and Mastercard are the only credit card types offering the service of tracking and reporting replacement credit card numbers and expiration dates.

6. Termination. Visa and or Mastercard may terminate Customer’s participation in the Card Account Update Service, or terminate the service in its entirety, at any time. Chase Merchant Services’ bankcard processing relationship with Customer, and thus the Card Account Update Service, may be terminated at any time pursuant to the terms and conditions set forth in Merchant Bankcard Processing Agreement entered into between Customer and Chase Merchant Services. CSG assumes no liability of any kind that arises out of the termination of Customer’s participation in the Card Account Update Service by either Visa or Chase Merchant Services.

CONFIDENTIAL AND PROPRIETARY INFORMATION - FOR USE BY AUTHORIZED EMPLOYEES

OF THE PARTIES HERETO ONLY AND IS NOT FOR GENERAL DISTRIBUTION

WITHIN OR OUTSIDE THEIR RESPECTIVE COMPANIES

“Confidential Treatment Requested and the Redacted Material has been separately filed with the Commission.”

THIRTIETH AMENDMENT

TO

CSG MASTER SUBSCRIBER MANAGEMENT SYSTEM AGREEMENT

BETWEEN

CSG SYSTEMS, INC.

AND

ECHOSTAR SATELLITE L.L.C. (f.k.a. ECHOSTAR SATELLITE CORPORATION

This Thirtieth Amendment (the “Amendment”) is made by and between CSG Systems, Inc., a Delaware corporation (“CSG”) and EchoStar Satellite L.L.C. (f/k/a. EchoStar Satellite Corporation) (“Customer”). CSG and Customer entered into a certain CSG Master Subscriber Management System Agreement dated April 1, 1999, as amended, (the “Agreement”), and now desire to amend the Agreement in accordance with the terms and conditions set forth in this Amendment. If the terms and conditions set forth in this Amendment shall be in conflict with the Agreement, the terms and conditions of this Amendment shall control. Any terms in initial capital letters or all capital letters used as a defined term but not defined in this Amendment shall have the meaning set forth in the Agreement. Upon execution of this Amendment by the parties, any subsequent reference to the Agreement between the parties shall mean the Agreement as amended by this Amendment. Except as amended by this Amendment, the terms and conditions set forth in the Agreement shall continue in full force and effect according to their terms.

CSG and Customer agree as follows:

1. Customer’s name shall be amended by replacing “EchoStar Satellite Corporation” with “EchoStar Satellite L.L.C.”

2. Customer desires and CSG agrees to extend the terms of the Agreement for CCS Services for Video and High Speed Data. Therefore, Section 18 of the Agreement (as amended by paragraph 1 of the Tenth Amendment) shall be deleted and replaced with the following:

“Term. This Agreement shall be effective on the date of execution by the parties (the “Effective Date”). This Agreement shall remain in effect until two (2) years from the first of the month immediately following execution of this Amendment, unless earlier terminated pursuant to Section 19. The term of any specific license for the Products and the term for any specific Services to be provided shall be set forth in the Schedules attached hereto and shall be effective from the date set forth therein and continue as provided for therein, unless terminate pursuant to Section 19 of this Agreement.”

3. ********** ** ********* ***.

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b. *********** ********. ****** *** ***** ***** ** ***** ** *** ********** ****** *** ******* ***** *** ******* ***** ******** * ********* ** ***** *********** * ** *********** ***** ***** ******* ** ******* ******** *********** ***** *** *** ******* ** *** ** ********* ******* ** ****** * ******* ******** ** ******** **** ***** **** *** ******** ***** ******** ****** ************ *** ******* ***** *** *** ******** *********** *** *** ** ***** *** ******** *** ******** ***** *** ** *** ***** ******** ** **** ***** *** *** *******. ****** *** ******* ***** ******** **** **** *** *********** ** ******** *** ******** ***** ******* ********* ***** ********* ***** **** ** ********* ** *** ******* ***** ** *** ********** ** *** ******* *****. **** ********** ** *** ********** ***** ** *** ******* ******** ************ **** **

CONFIDENTIAL AND PROPRIETARY INFORMATION - FOR USE BY AUTHORIZED EMPLOYEES

OF THE PARTIES HERETO ONLY AND IS NOT FOR GENERAL DISTRIBUTION

WITHIN OR OUTSIDE THEIR RESPECTIVE COMPANIES

“Confidential Treatment Requested and the Redacted Material has been separately filed with the Commission.”

********** ******* *** ** **** ** *** ********* *****. ** ********* *** ******* *** ******** ***** ** ******* ** ****** ** ********* ****** *** * ****** *****. **** ********** ** *** ******** ** *** ********** ***** **** ******** *** ******* *** ******* *** ******** ** *** ******** ***** **** ******* ** *** *********** ** ************** ** ******** ***** *** ********** ***** ************** ** *** *** ********. *** ****** ** ****** **** *************** ********* **** *** ******** ** *** ******* ** ********* *** ******** ******** ** *** ********** *****. *** ******** ******** **** ** *** ********** ********* ** *** ********** ***** ******* **** *** *** ******* *** ******** ** **** ******* *.

c. ********* ************. **** ********** ** *** ******* ***** *** ******* *** ********* ** ********** ****** ********* ****** *** ** ****** *** *********** ***** ** ** ********* *** ******* ** *** ********** *****. ******** **** *** ******** ** *********** ******* ******** ********* ** ********* ** ******** ** ********* **** ******* ** ********* ***** ******* *** ********* *********** ** ** ******* *** ******* ** **** ********* ** ********* **** *** ****** *** ******* ******** **** *** ***** * ***** ******** ********* ******* ********** *** ******* ********* **** *** ******** ** *** ********** *****. ***** ******* ** *** ******** ******** ** *** *********** ***** *** *** **** *** ********* ** *** ********** ****** ** ******* ******** **** * ******* ******** *****. * ******** ***** ********* ** *** ***** *** ********** ** *** ********* ****** *** ** ****** ************** *** ******** ***** **** ** ******* ************ ** *** ***** **** ******* *. ** *** ***** **** *** ******** ******** *** * ******* ******** **** *** ***** * ********* ***** ******** *** ****** *** ** ******** **** ***** ******** ** **** ******** ***** ******* *** *** ******* ****** *** ********* ******* **** ******** ********** ** * ******** ***** ** *********** **** *** ***. *** ******* ***** ***** *** ******* ** ****** *** *** ******** ** ******* ** ***** **** *** ** ******** **** ***** ********** ** ********. ******* **** ******* ************ *** ********** ****** *** *** ********* ******* ********** ***** **** ******* ***** ** ********. ***** ******* ** * ****** ******** ***** ***** *** ******* **** ***** *** ** ******** **** ** ****** * ****** *** ******** ***** ** ******* *** ***** ** ****** *********** ** * ********** ********* ***** *** ** **** ***** ** ******* ******** **** *** ***** * **** ********* **************** *** ************* ** *** ******* **** **** ****** ******** *********** * ******** *****. ** *** ***** ******** ***** ** ******* ** *** ****** *** ** ******** **** *** ******** ***** ***** ** ***** ******** ** ********. ******** ************ **** *** **** **** *** ***** ** ******* ********* * * ***** ********* *** **** ** ******** ********* *** ** *** ********* *** ** ****** ********* ** *** **** *** ******** ***** ** ***** ******** ** ********* **** *** ********* ********.

4. Section 14 (“MOST FAVORED NATIONS”) is deleted in its entirety and replaced with “[RESERVED].”

5. Section 23 is amended by inserting the following sentence:

For purposes of this Section 23, “Mail Services” shall mean mail services provided via the U.S. Postal Service.

6. Any and all references in the Agreement to “Basic Subscriber” shall be deleted and replaced with “Active Subscriber.” For purposes of the Agreement, the term “Active Subscriber” shall mean any subscriber residing in a revenue generating system principle that is reported on the CPSM 318 report on the last day of CSG’s current billing cycle as an active account. To be defined as an active account, the account must have an External Status of Blank/Normal and a Cycle Code not equal to “00”.

CONFIDENTIAL AND PROPRIETARY INFORMATION - FOR USE BY AUTHORIZED EMPLOYEES

OF THE PARTIES HERETO ONLY AND IS NOT FOR GENERAL DISTRIBUTION

WITHIN OR OUTSIDE THEIR RESPECTIVE COMPANIES

“Confidential Treatment Requested and the Redacted Material has been separately filed with the Commission.”

7. Section 4, Adjustment to Fees, shall be deleted in entirety and replaced with the following:

ADJUSTMENT TO FEES. CSG shall increase any of the fees specified in this Agreement one and ******** percent (***) beginning the first month after execution of this Amendment. Thereafter, upon thirty (30) days prior written notice, on the first anniversary date of the application of the Adjustment to Fees, CSG may increase such fees annually by an amount equal to the lesser of ***** percent (**) or 100 percent (100%) of the percentage increase in the Consumer Price Index, Urban Consumers, All Cities Averaged 1982-84 Equals 100 during the prior calendar year as published by the U.S. Department of Labor or any successor index.

8. Effective the first of the month following execution of this Amendment, Schedule F is amended as follows:

a. The Number of Basic Subscribers table and the BSC (Basic Subscriber Charge) as defined in Section I.A, as amended by the second paragraph of the Tenth Amendment shall be deleted in entirety and replaced with the following:

Number of Active Subscribers	Active Subscriber Charge (ASC)1
* – *	$***
* *** *****	$***

¹ The ASC, as noted, is intended to apply incrementally. As an example, Customer shall pay $*** for the first 9,500,000 Active Subscribers, and shall pay $*** for any Active Subscribers above 9,500,000. These fees are subject to the rate increases as defined in Paragraph 7 above.

b. Any reference to BSC in Schedule F shall be changed to ASC.

c. As a result of changing Customer from a Basic Subscriber concept to an Active Subscriber concept, Customer’s Monthly On-Line Allowance Per Subscriber computation will result in lower allowances. Therefore, the following changes shall be made to Customer’s Monthly On-Line Allowance per Subscriber:

• The number of Details stored on-line monthly per subscriber shall be increased from ****** to ******.

• The number of Memos stored on-line monthly per subscriber shall be increased from ***** to *****.

• The number of Statements stored on-line monthly per subscriber shall be increased from ***** to *****.

• The number of Work orders stored on-line monthly per subscriber shall be increased from **** to *****.

• The number of Inactive subscribers on file stored on-line monthly per subscriber shall be increased from **** to ****.

d. Within sixty (60) days from the execution date of this Amendment, CSG agrees to negotiate a mutually acceptable methodology for on-line storage allowances.

e. The following fees shall be included in the ASC and, thus, shall no longer be charged separately to Customer:

• Selects (excluding output)

• Mass Adjustments

• Expand Bill Codes-Monthly charge

• Expand Bill Codes-Monthly Charge per Subscriber (subscribers who exceed 24 billing codes)

• Vantage – Static Tables – Monthly Load Fee

• Vantage – Static Tables – Monthly Disk Storage

• Vantage – Video Monetary Tables – Monthly Processing Fee

• Vantage – Video Monetary Tables – Monthly Disk Storage

CONFIDENTIAL AND PROPRIETARY INFORMATION - FOR USE BY AUTHORIZED EMPLOYEES

OF THE PARTIES HERETO ONLY AND IS NOT FOR GENERAL DISTRIBUTION

WITHIN OR OUTSIDE THEIR RESPECTIVE COMPANIES

“Confidential Treatment Requested and the Redacted Material has been separately filed with the Commission.”

• Vantage Tables – HSD

• Intermediate Table SP for Renewal Report

• SQL Net Access and Processing

• Cycle size per System Site less than 550 statements

• Electronic Bill Payment Services (Paybill Advantage) Maintenance fee

• Credit Card Processing Maintenance fee

• ESP Processing Fee

• ESP Print Suppression Fee

f. The following fees shall be included in the ESP^® Processing Fee – Legacy Statement Upgrade and, thus, shall no longer be charged separately to Customer:

• Mail Preparation (Handling) Fee

• Customized Statement Usage *

• Custom Carrier Envelope Usage *

• CSG Statement Express^TM – Monthly Processing Fee (includes a maximum of sixty (60) months of storage

* See Paragraph 8.f below regarding Custom form usage for further explanation.

g. The ESP^® Processing Fee – Legacy Statement Upgrade First Physical Page processing fee table, as defined in Paragraph 2 of the Fifteenth Amendment shall be deleted in entirety. Customer shall pay $*** per statement for Physical Statement Generation. Customer understands that this fee shall include the following with respect to statement paper and envelopes:

• Paper - 8 ½ x 11, 20#, up to four pre-printed colors

• Standard #9 remit envelope, pre-printed with Customer’s logo in up to two colors with an inside tint.

• Standard #10 carrier envelope pre-printed with Customer’s logo in two colors.

• A minimum three-month order on all forms.

h. Within ninety (90) days from the execution date of this Amendment, CSG agrees to use commercially reasonable efforts ** ******* *** ******* ***** *********** ** ******* *** *** ********, which allows for gray scale printing.

i. Effective January 1, 2005, the ESP^® Processing Fee – Legacy Statement Upgrade First Physical Page processing fee for Physical Statement Generation, as defined in Paragraph 8.f above shall be $***. Thereafter, this fee shall be subject to the Adjustment to Fees section of the Agreement.

j. The ESP^® Processing Fee – Legacy Statement Upgrade Additional Physical Pages fee as defined in Section 5.I.C shall be $***. Customer understands that this fee shall include the same paper as defined in Paragraph 8.f above. Thereafter, this fee shall be subject to the Adjustment to Fees section of the Agreement.

9. CSG agrees to negotiate, in good faith, on a revised postage deposit methodology that will be mutually satisfactory to CSG and Customer. Agreement on a revised postage deposit methodology shall be made no later than sixty (60) days from the execution date of this Amendment.

10. Customer desires to discontinue use of CSG Screen Express ^TM on a future date. According to Exhibit A of the Eighteenth Amendment, the maintenance fees in relation to the licenses granted to Customer are no longer invoiced separately to Customer and are, instead, included in the Monthly Cycle E Access, Maintenance, and Support Fee. CSG has determined that the portion of this monthly fee attributable to CSG Screen Express ^TM is $***. Therefore, the Monthly Cycle E Access, Maintenance, and Support Fee, which currently is $***, shall be reduced by $*** to $***. Effective in the month following written notification by Customer of their desire to discontinue use of CSG Screen Express ^TM, CSG shall reduce the Monthly Cycle E Access, Maintenance, and Support Fee

CONFIDENTIAL AND PROPRIETARY INFORMATION - FOR USE BY AUTHORIZED EMPLOYEES

OF THE PARTIES HERETO ONLY AND IS NOT FOR GENERAL DISTRIBUTION

WITHIN OR OUTSIDE THEIR RESPECTIVE COMPANIES

“Confidential Treatment Requested and the Redacted Material has been separately filed with the Commission.”

To $*** subject to any applicable rate increases that may have occurred between execution of this Amendment and the notification date.

Should Customer choose to activate CSG Screen Express ^TM at any time in the future, Customer shall not be required to pay an additional license fee; provided, however, that for any workstations so activated, Customer shall be responsible for paying all applicable maintenance fees for each month where maintenance was not paid at the rate of $*** per month times the number of months that would have been in effect during such maintenance periods.

11. Customer has requested various Annual Support Hours projects listed in the attached Appendix A. Upon execution of a mutually agreeable SOW for each project, CSG agrees to complete and deliver such projects in accordance with the terms and conditions set forth in the applicable SOW(s) and any Change Order(s) executed by the parties.

IN WITNESS WHEREOF, the parties execute this Amendment on the date last signed below.

CSG SYSTEMS, INC. (“CSG”)		ECHOSTAR SATELLITE L.L.C. (“CUSTOMER”)
By:	/s/ Edward C. Nafus	By:	/s/ Dr.-Ing. Germar Schaefer
Name:	Edward C. Nafus	Name:	Dr.-Ing. Germar Schaefer
Title:	Pres., Broadband Services	Title:	SVP, Chief Information Officer
Date:	2/5/04	Date:	2/4/04

CONFIDENTIAL AND PROPRIETARY INFORMATION - FOR USE BY AUTHORIZED EMPLOYEES

OF THE PARTIES HERETO ONLY AND IS NOT FOR GENERAL DISTRIBUTION

WITHIN OR OUTSIDE THEIR RESPECTIVE COMPANIES

“Confidential Treatment Requested and the Redacted Material has been separately filed with the Commission.”

APPENDIX A

Annual Support Hours Projects

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CONFIDENTIAL AND PROPRIETARY INFORMATION - FOR USE BY AUTHORIZED EMPLOYEES

OF THE PARTIES HERETO ONLY AND IS NOT FOR GENERAL DISTRIBUTION

WITHIN OR OUTSIDE THEIR RESPECTIVE COMPANIES

“Confidential Treatment Requested and the Redacted Material has been separately filed with the Commission.”

THIRTY-FIRST AMENDMENT

TO

CSG MASTER SUBSCRIBER MANAGEMENT SYSTEM AGREEMENT

BETWEEN

CSG SYSTEMS, INC.

AND

ECHOSTAR SATELLITE CORPORATION

This Thirty-First Amendment (the “Amendment”) is made by and between CSG Systems, Inc., a Delaware corporation (“CSG”) and EchoStar Satellite Corporation (“Customer”). CSG and Customer entered into a certain CSG Master Subscriber Management System Agreement dated April 1, 1999, as amended, (the “Agreement”), and now desire to amend the Agreement in accordance with the terms and conditions set forth in this Amendment. If the terms and conditions set forth in this Amendment shall be in conflict with the Agreement, the terms and conditions of this Amendment shall control. Any terms in initial capital letters or all capital letters used as a defined term but not defined in this Amendment shall have the meaning set forth in the Agreement. Upon execution of this Amendment by the parties, any subsequent reference to the Agreement between the parties shall mean the Agreement as amended by this Amendment. Except as amended by this Amendment, the terms and conditions set forth in the Agreement shall continue in full force and effect according to their terms.

CSG and Customer agree as follows:

Pursuant to the Twenty-Sixth Amendment, and for the Monthly Increased Capacity Headroom Fee set forth in Paragraph 3 of that Amendment, Customer desires and CSG agrees to extend the Increased Capacity Term to the existing LPAR through February 29, 2004.

IN WITNESS WHEREOF, the parties execute this Amendment on the date last signed below.

CSG SYSTEMS, INC. (“CSG”)		ECHOSTAR SATELLITE CORPORATION (“CUSTOMER”)
By:	/s/ Edward C. Nafus	By:	/s/ Dr.-Ing. Germar Schaefer
Name:	Edward C. Nafus	Name:	Dr.-Ing. Germar Schaefer
Title:	Pres., Broadband Services	Title:	SVP, Chief Information Officer
Date:	1/20/04	Date:	1/14/04

CONFIDENTIAL AND PROPRIETARY INFORMATION - FOR USE BY AUTHORIZED EMPLOYEES

OF THE PARTIES HERETO ONLY AND IS NOT FOR GENERAL DISTRIBUTION

WITHIN OR OUTSIDE THEIR RESPECTIVE COMPANIES

“Confidential Treatment Requested and the Redacted Material has been separately filed with the Commission.”

THIRTY-THIRD AMENDMENT

TO

CSG MASTER SUBSCRIBER MANAGEMENT SYSTEM AGREEMENT

BETWEEN

CSG SYSTEMS, INC.

AND

ECHOSTAR SATELLITE L.L.C.

This Thirty-Third Amendment (the “Amendment”) is made by and between CSG Systems, Inc., a Delaware corporation (“CSG”) and EchoStar Satellite L.L.C. (“Customer”). CSG and Customer entered into a certain CSG Master Subscriber Management System Agreement dated April 1, 1999, as amended, (the “Agreement”), and now desire to amend the Agreement in accordance with the terms and conditions set forth in this Amendment. If the terms and conditions set forth in this Amendment shall be in conflict with the Agreement, the terms and conditions of this Amendment shall control. Any terms in initial capital letters or all capital letters used as a defined term but not defined in this Amendment shall have the meaning set forth in the Agreement. Upon execution of this Amendment by the parties, any subsequent reference to the Agreement between the parties shall mean the Agreement as amended by this Amendment. Except as amended by this Amendment, the terms and conditions set forth in the Agreement shall continue in full force and effect according to their terms.

CSG and Customer agree as follows:

1. In consideration of Customer’s agreement to settle invoice disputes specifically set forth in the CSG/EchoStar 2003 Invoice Dispute Resolution Proposal executed by the parties on January 8, 2004, CSG has agreed to provide Customer four thousand (4000) hours of Technical Services at no charge (excluding Reimbursable Expenses) to be used by Customer by December 31, 2004 (“Consulting Hours”). The terms and conditions (including the estimated number of hours and timeline for each project) shall be set forth in a mutually agreeable Statement of Work. All Technical Services requested by Customer counting towards the Consulting Hours shall be completed prior to December 31, 2004. Any Consulting Hours remaining after December 31, 2004 shall be forfeited by Customer.

IN WITNESS WHEREOF, the parties execute this Amendment on the date last signed below.

CSG SYSTEMS, INC. (“CSG”)		ECHOSTAR SATELLITE L.L.C. (“CUSTOMER”)
By:	/s/ Edward C. Nafus	By:	/s/ Dr.-Ing. Germar Schaefer
Name:	Edward C. Nafus	Name:	Dr.-Ing. Germar Schaefer
Title:	Pres., Broadband Services	Title:	SVP, Chief Information Officer
Date:	3/9/04	Date:	3/5/04

CONFIDENTIAL AND PROPRIETARY INFORMATION - FOR USE BY AUTHORIZED EMPLOYEES

OF THE PARTIES HERETO ONLY AND IS NOT FOR GENERAL DISTRIBUTION

WITHIN OR OUTSIDE THEIR RESPECTIVE COMPANIES

“Confidential Treatment Requested and the Redacted Material has been separately filed with the Commission.”

THIRTY-FIFTH AMENDMENT

TO

CSG MASTER SUBSCRIBER MANAGEMENT SYSTEM AGREEMENT

BETWEEN

CSG SYSTEMS, INC.

AND

ECHOSTAR SATELLITE L.L.C.

This Thirty-Fifth Amendment (the “Amendment”) is made by and between CSG Systems, Inc., a Delaware corporation (“CSG”) and EchoStar Satellite L.L.C. (“Customer”). CSG and Customer entered into a certain CSG Master Subscriber Management System Agreement dated April 1, 1999, as amended, (the “Agreement”), and now desire to amend the Agreement in accordance with the terms and conditions set forth in this Amendment. If the terms and conditions set forth in this Amendment shall be in conflict with the Agreement, the terms and conditions of this Amendment shall control. Any terms in initial capital letters or all capital letters used as a defined term but not defined in this Amendment shall have the meaning set forth in the Agreement. Upon execution of this Amendment by the parties, any subsequent reference to the Agreement between the parties shall mean the Agreement as amended by this Amendment. Except as amended by this Amendment, the terms and conditions set forth in the Agreement shall continue in full force and effect according to their terms.

CSG and Customer agree as follows:

1. Pursuant to the Twenty-Sixth Amendment (as modified by the Thirty-First Amendment), and for the Monthly Increased Capacity Headroom Fee set forth in Paragraph 3 of that Amendment, Customer desires and CSG agrees to extend the Increased Capacity Term to the existing LPAR through March 31, 2004.

IN WITNESS WHEREOF, the parties execute this Amendment on the date last signed below.

CSG SYSTEMS, INC. (“CSG”)		ECHOSTAR SATELLITE LLC (“CUSTOMER”)
By:	/s/ Edward C. Nafus	By:	/s/ Dr.-Ing. Germar Schaefer
Name:	Edward C. Nafus	Name:	Dr.-Ing. Germar Schaefer
Title:	Pres., Broadband Services	Title:	SVP, Chief Information Officer
Date:	3/9/04	Date:	3/5/04

CONFIDENTIAL AND PROPRIETARY INFORMATION - FOR USE BY AUTHORIZED EMPLOYEES

OF THE PARTIES HERETO ONLY AND IS NOT FOR GENERAL DISTRIBUTION

WITHIN OR OUTSIDE THEIR RESPECTIVE COMPANIES

EX-31.01

Exhibit 31.01

CERTIFICATIONS PURSUANT TO

SECTION 302

OF THE SARBANES-OXLEY ACT OF 2002

I, Neal C. Hansen, certify that:

1. I have reviewed this quarterly report on Form 10-Q of CSG Systems International, Inc.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b) [Paragraph omitted pursuant to SEC Release Nos. 33-8238 and 34-47986]

(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d) Disclosed in this report any change in the registrant’s internal controls over financial reporting that occurred during the registrant’s most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors:

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: May 10, 2004	/s/ Neal C. Hansen
	Neal C. Hansen Chairman and Chief Executive Officer

EX-31.02

Exhibit 31.02

CERTIFICATIONS PURSUANT TO

SECTION 302

OF THE SARBANES-OXLEY ACT OF 2002

I, Peter E. Kalan, certify that:

1. I have reviewed this quarterly report on Form 10-Q of CSG Systems International, Inc.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b) [Paragraph omitted pursuant to SEC Release Nos. 33-8238 and 34-47986]

(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d) Disclosed in this report any change in the registrant’s internal controls over financial reporting that occurred during the registrant’s most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors:

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: May 10, 2004	/s/ Peter E. Kalan
	Peter E. Kalan Executive Vice President and Chief Financial Officer

EX-32.01

Exhibit 32.01

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

The certification set forth below is being submitted in connection with the Quarterly Report on Form 10-Q (the “Report”) for the purpose of complying with Rule 13a-14(b) or Rule 15d-14(b) of the Securities Exchange Act of 1934 (the “Exchange Act”) and Section 1350 of Chapter 63 of Title 18 of the United States Code.

Neal C. Hansen, the Chief Executive Officer and Peter E. Kalan, the Chief Financial Officer of CSG Systems International Inc., each certifies that, to the best of his knowledge:

(1) the Report fully complies with the requirements of Section 13(a) or 15(d) of the Exchange Act; and

(2) the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of CSG Systems International, Inc.

May 10, 2004

/s/ Neal C. Hansen

Neal C. Hansen

Chairman and Chief Executive Officer

May 10, 2004

/s/ Peter E. Kalan

Peter E. Kalan

Executive Vice President and Chief Financial Officer

EX-99.01

Exhibit 99.01

SAFE HARBOR FOR FORWARD-LOOKING STATEMENTS UNDER THE PRIVATE SECURITIES

LITIGATION REFORM ACT OF 1995

CERTAIN CAUTIONARY STATEMENTS AND

RISK FACTORS

CSG Systems International, Inc. and its subsidiaries (collectively, the “Company” or forms of the pronoun “we”) or their representatives from time-to-time may make or may have made certain forward-looking statements, whether orally or in writing, including without limitation, any such statements made or to be made in Management’s Discussion and Analysis of Financial Condition and Results of Operations (“MD&A”) contained in our various SEC filings or orally in conferences or teleconferences. We wish to ensure that such statements are accompanied by meaningful cautionary statements, so as to ensure to the fullest extent possible the protections of the safe harbor established in the Private Securities Litigation Reform Act of 1995.

ACCORDINGLY, THE FORWARD-LOOKING STATEMENTS ARE QUALIFIED IN THEIR ENTIRETY BY REFERENCE TO AND ARE ACCOMPANIED BY THE FOLLOWING MEANINGFUL CAUTIONARY STATEMENTS IDENTIFYING CERTAIN IMPORTANT FACTORS THAT COULD CAUSE ACTUAL RESULTS TO DIFFER MATERIALLY FROM THOSE IN SUCH FORWARD-LOOKING STATEMENTS.

This list of factors is likely not exhaustive. We operate in a rapidly changing and evolving business involving the converging global telecommunications industry (e.g., cable television, DBS, wireline and wireless telephony, Internet and high speed data, etc.), and new risk factors will likely emerge. Management cannot predict all of the important risk factors, nor can it assess the impact, if any, of such risk factors on our business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those in any forward-looking statements.

ACCORDINGLY, THERE CAN BE NO ASSURANCE THAT FORWARD-LOOKING STATEMENTS WILL BE ACCURATE INDICATORS OF FUTURE ACTUAL RESULTS, AND IT IS LIKELY THAT ACTUAL RESULTS WILL DIFFER FROM RESULTS PROJECTED IN FORWARD-LOOKING STATEMENTS AND THAT SUCH DIFFERENCES MAY BE MATERIAL.

CURRENT ECONOMIC STATE OF THE GLOBAL TELECOMMUNICATIONS INDUSTRY

Beginning in early 2001, the economic state of the global telecommunications industry deteriorated. This trend continued into 2003. During this time frame, many companies operating within this industry publicly reported decreased revenues and earnings, and several companies filed for bankruptcy protection. Most telecommunications companies reduced their operating costs and capital expenditures to cope with the market condition during these times. Since our clients operate within this industry sector, the economic state of this industry directly impacts our business, potentially limiting the amount of money spent on customer care and billing products and services, as well as increasing the likelihood of uncollectible accounts receivable and lengthening the cash collection cycle. Recent public reports, as well as our recent experiences with our client base, are providing signs of economic improvement within this industry sector. The turnaround in the market conditions will likely be slow, and a full, sustained recovery may take several years. Since a significant amount of our GSS Division’s business comes from international sources within this industry sector, the pace at which the market recovers presents a significant risk to our ability to timely collect our accounts receivable, maintain profitability, and grow this segment of our business.

GSS DIVISION’S GOODWILL AND OTHER INTANGIBLE ASSETS

Key drivers of the value of the acquired Kenan Business and the other businesses that we have assigned to the GSS Division are the global telecommunications industry client base and the software assets acquired. In connection with these acquisitions, as of March 31, 2004, we had approximately $219 million of goodwill and other long-lived

intangible assets (software) with a net carrying value of approximately $35 million. In addition to the requirement to perform an annual goodwill impairment test, goodwill and other long-lived intangible assets are required to be evaluated for possible impairment on a periodic basis (e.g., quarterly) if events occur or circumstances change that would indicate that a possible impairment of these assets may have occurred. We evaluated the carrying value of the GSS Division’s goodwill and related long-lived intangible assets during the economic downturn of the telecommunications industry, and concluded an impairment of such assets has not occurred to date. We will continue to monitor the carrying value of these assets during the period of economic recovery. If the current economic conditions take longer to recover than anticipated, it is reasonably possible that a review for impairment of the GSS Division’s goodwill and/or related long-lived intangible assets in the future may indicate that these assets are impaired, and the amount of impairment could be substantial.

CLIENT BANKRUPTCIES

The economic state of the telecommunications industry increases the risk of our clients filing for bankruptcy protection. Indeed, certain of our clients have filed for bankruptcy protection, with Adelphia Communications representing the largest one for us. Companies involved in bankruptcy proceedings pose greater financial risks to us, consisting principally of possible claims of preferential payments for certain amounts paid to us prior to the bankruptcy filing date, as well increased collectibility risk for accounts receivable, in particular, those accounts receivable that relate to periods prior to the bankruptcy filing date. We consider such risks in assessing our revenue recognition and the collectibility of accounts receivable related to our clients that have filed for bankruptcy protection. We establish accounting reserves for our estimated exposure on these items. However, there can be no assurance that our accounting reserves related to these items are adequate. Should any of the factors considered in determining the adequacy of the overall reserves change adversely, an adjustment to the provision for doubtful account receivables may be necessary. Because of the potential significance of these items, such an adjustment could be material.

RESTRUCTURING ACTIVITIES

As a result of the Comcast arbitration ruling, we implemented a cost reduction initiative during the fourth quarter of 2003, which was targeted to reduce our operating expenses by approximately $30 million in 2004, when compared to the third quarter 2003 annualized operating expense run rate. See MD&A, “Restructuring Charges” for additional discussions of this matter. There can be no assurance that our cost reduction initiatives will achieve the expected cost savings within the expected time frame, while simultaneously not jeopardizing our revenue opportunities.

Since mid-2002, we have recorded restructuring charges related to involuntary employee terminations and various facility abandonments. The accounting for facility abandonments requires significant judgments in determining the restructuring charges, primarily related to the assumptions regarding the timing and the amount of any potential sublease arrangements for the abandoned facilities, and the discount rates used to determine the present value of the liabilities. We continually evaluate these assumptions, and adjust the related facility abandonment reserves based on the revised assumptions at that time. In addition, we continually evaluate ways to cut our operating expenses through restructuring opportunities, to include the utilization of our workforce and current operating facilities. As a result, there is a reasonable possibility that we may incur additional material restructuring charges in the future.

RELIANCE ON KEY CUSTOMER CARE AND BILLING PRODUCTS AND SERVICES

Historically, a substantial percentage of our total revenues have been generated from our core service bureau processing product, CSG CCS/BP (“CCS”), and related services. These CCS products and services are expected to provide a large percentage of our, and most of the Broadband Division’s, total revenues in the foreseeable future.

Historically, a substantial percentage of the GSS Division’s revenues have been generated from its core customer care and billing system product, CSG Kenan FX (formerly CSG Kenan/BP), to include software maintenance services and professional services associated with this product. CSG Kenan FX software licenses and related

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software maintenance services and professional services are expected to provide a large percentage of the GSS Division’s total revenues in the foreseeable future.

Any reduction in demand for CCS and/or CSG Kenan FX and related services discussed above could have a material adverse effect on our financial condition and results of operations, including possible impairments to related goodwill and other intangible assets.

TECHNOLOGICAL INNOVATION

The market for customer care and billing systems is characterized by rapid changes in technology and is highly competitive with respect to the need for timely product innovations and new product introductions. In particular, the Broadband Division is nearing completion of a significant architectural upgrade to CCS and related services and software products to further support convergent broadband services including cross-service bundling, convergent order entry and advanced service provisioning capabilities. We migrated our first customer to this new platform during the first quarter of 2004. CCS’s advanced convergent solution is expected to be the Broadband Division’s next generation product offering.

In addition, during late 2003, we introduced Kenan FX, which combined certain software technologies we had previously developed with the best of the Kenan B/P product family. Kenan FX is the result of an 18-month R&D project that resulted in a business framework consisting of pre-integrated products and modules that make services available via a common middle layer. Kenan FX is expected to be the GSS Division’s primary product offering in future periods.

We believe that our future success in sustaining and growing our revenues depends upon continued market acceptance of our current products, including CCS and CSG Kenan FX, and our ability to continuously adapt, modify, maintain, and operate our products to address the increasingly complex and evolving needs of our clients, without sacrificing the reliability or quality of the products. As a result, substantial research and development will be required to maintain the competitiveness of our products and services in the market. There is an inherent risk of technical problems in developing, maintaining and operating our products and services as the complexities are increased. Development projects can be lengthy and costly, and are subject to changing requirements, programming difficulties, a shortage of qualified personnel, and unforeseen factors which can result in delays. In addition, we are typically responsible for the implementation of new products, and depending upon the specific product, may also be responsible for operations of the product. There is an inherent risk in the successful implementation and operations of these products as the technological complexities increase. There can be no assurance: (i) of continued market acceptance of our current products; (ii) that we will be successful in the timely development of product enhancements or new products that respond to technological advances or changing client needs; or (iii) that we will be successful in supporting the implementation and/or operations of product enhancements or new products. There are additional risks related to implementation projects addressed below.

SIGNIFICANT CLIENT RELATIONSHIPS

We generate approximately 30% of our total consolidated revenues from our two largest clients, Comcast and Echostar. There are inherent risks whenever a significant percentage of total revenues are concentrated with a limited number of clients. See “MD&A” for a discussion of our business relationships with Comcast and Echostar, and the related risk factors.

DEPENDENCE ON U.S. VIDEO INDUSTRY – CABLE TELEVISION AND SATELLITE

The Broadband Division generates its revenues by providing products and services to the U.S. and Canadian cable television and satellite industries. Although our dependence on these industries has been lessened by earning additional revenues outside the U.S. as a result of the Kenan Business acquisition, revenues from the U.S. cable television and satellite industries are still expected to provide a large percentage of our, and substantially all of the

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Broadband Division’s, total revenues in the foreseeable future. A decrease in the number of customers served by our clients, loss of business due to non-renewal of client contracts, industry and client consolidations, movement of customers from our systems to another vendor’s system as a result of regionalization strategies by our clients, and/or changing consumer demand for services could have a material adverse effect on our results of operations. There can be no assurance that new entrants into the video market will become our clients. Also, there can be no assurance that video providers will be successful in expanding into other segments of the converging telecommunications industry. Even if major forays into new markets are successful, we may be unable to meet the special billing and customer care needs of that market.

CONSOLIDATION OF THE GLOBAL TELECOMMUNICATIONS INDUSTRY

The global telecommunications industry is undergoing significant ownership changes at an accelerated pace. One facet of these changes is that telecommunications service providers are consolidating, decreasing the potential number of buyers for our products and services. Such client consolidations carry with them the inherent risk that the consolidators may choose to move their purchased customers to a competitor’s system. In addition, consolidation in the global telecommunications industry may put at risk our ability to leverage our existing relationships. Should this consolidation result in a concentration of customer accounts being owned by companies with whom we do not have a relationship, or with whom competitors are entrenched, it could negatively affect our ability to maintain or expand our market share, thereby having a material adverse effect to our results of operations.

COMPETITION

The market for our products and services is highly competitive. We directly compete with both independent providers of products and services and in-house systems developed by existing and potential clients. In addition, some independent providers are entering into strategic alliances with other independent providers, resulting in either a new competitor, or a competitor(s) with greater resources. Many of our current and potential competitors have significantly greater financial, marketing, technical, and other competitive resources than our company, many with significant and well-established international operations. There can be no assurance that we will be able to compete successfully with our existing competitors or with new competitors.

ATTRACTION AND RETENTION OF PERSONNEL

Our future success depends in large part on the continued service of our key management, sales, product development, and operational personnel. We are particularly dependent on our executive officers. We believe that our future success also depends on our ability to attract and retain highly skilled technical, managerial, operational, and marketing personnel, including, in particular, personnel in the areas of research and development and technical support. Competition for qualified personnel at times can be intense, particularly in the areas of research and development, conversions, software implementations, and technical support, especially now that market conditions are improving and the demand for such talent is increasing. In addition, our restructuring activities adversely impact our workforce as a result of involuntary terminations of employees and may adversely impact our ability to retain key personnel and recruit new employees when there is a need. For these reasons, we may not be successful in attracting and retaining the personnel we require, which could have a material adverse effect our ability to meet our commitments and new product delivery objectives.

IMPLEMENTATION PROJECT COMPLEXITIES AND RISKS

Our GSS Division provides a variety of implementation services in conjunction with its software arrangements. The nature of the efforts required to complete the implementations can range from relatively short and noncomplex projects to long and complex projects. These implementation projects typically range from six to twelve months in length, but can be longer or shorter depending upon the specifics of the project. The length and complexity of an individual project is dependent upon many factors including, but not limited to, the following: (i) the level of

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software customization, if any, required in the implementation; (ii) the complexity of the client’s business, and the client’s intended use of our products and services to address their business needs; (iii) whether the project includes multiple software product implementations or services; (iv) the extent of efforts required to integrate our products with the client’s other computer systems and business processes; (v) the amount and type of data that is required to be converted from the client’s old application system to the newly implemented system; (vi) the geographic location of the implementation project; (vii) whether the arrangement includes additional vendors participating in the overall project, including, but not limited to, prime and subcontractor relationships with our company; and (viii) the responsibility we have assumed for the overall project completion. For example, from time-to-time we may assume a prime contractor (or prime integrator) role in a project in addition to our software implementation responsibilities. Prime contractor roles are inherently more difficult and/or complex as we take on the additional responsibility of managing other vendors as part of the project.

Lengthy and/or complex projects carry a greater degree of business risk than those projects that are short and/or noncomplex in nature. Our inability to timely and successfully complete a project and meet client expectations could have a material adverse effect on our financial condition and results of operations by impacting:

• the amount and timing of revenue recognition. We generally account for our software implementation projects using the percentage-of-completion (“POC”) method of accounting. We apply various judgments and estimates in following this accounting method, the primary one being the determination of the estimated effort required to complete a project. Significant increases between quarters in the total estimated effort required to complete a project accounted for in this manner can result in a reduction in anticipated revenues, and possibly, the reversal of previously recognized revenue;

• the overall profitability of a project. Many of our projects are priced on a fixed-fee basis or the amount of fees that can be billed on a time-and-materials basis is capped. As a result, unexpected costs and/or delays can result in the projects being less profitable than originally anticipated or even unprofitable (i.e., a loss contract). In addition, our products are typically considered mission critical customer management systems by our clients. As a result, an arrangement may include penalties and/or potential damages for failure of our company to perform under the agreed-upon terms of the arrangement; and/or

• the timing of invoicing and/or collection of arrangement fees. Our ability to invoice and collect arrangement fees may be dependent upon us meeting certain contractual milestones, or may be dependent on the overall project status in certain situations in which we act as a subcontractor to another vendor on a project. As a result, the status of and/or delays in a project can impact the timing of invoicing and collection of our arrangement fees.

VARIABILITY OF QUARTERLY RESULTS

Variability in quarterly revenues and operating results are inherent characteristics of the software and professional services industries. Common causes of a failure to meet revenue and operating expectations in these industries include, among others: (i) the inability to close and/or recognize revenue on one or more material software transactions that may have been anticipated by management in any particular period; (ii) the inability to timely renew one or more material software maintenance agreements, or renewing such agreements at lower rates than anticipated; and (iii) the inability to timely and successfully complete an implementation project and meet client expectations, due to factors discussed in greater detail above.

We expect software license, software maintenance services, and professional services revenues to become an increasingly larger percentage of our total revenues in the future. Consequently, as our total revenues grow, so too does the risk associated with meeting financial expectations for revenues derived from our software licenses, software maintenance services, and professional services offerings. As a result, there is a proportionately increased likelihood that we may fail to meet revenue and earnings expectations of the analyst community. Should we fail to meet analyst expectations, by even a relatively small amount, it would most likely have a disproportionately negative impact upon the market price for our common stock.

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DEPENDENCE ON PROPRIETARY TECHNOLOGY

We rely on a combination of trade secret and copyright laws, nondisclosure agreements, and other contractual and technical measures to protect our proprietary rights in our products. We also hold a limited number of patents on some of our newer products, and do not rely upon patents as a primary means of protecting our rights in our intellectual property. There can be no assurance that these provisions will be adequate to protect our proprietary rights. Although we believe that our intellectual property rights do not infringe upon the proprietary rights of third parties, there can be no assurance that third parties will not assert infringement claims against our company or our clients.

Historically, the vast majority of our revenue has come from domestic sources, limiting the need to develop a strong international intellectual property protection program. With the Kenan Business acquisition, we have clients using our products in many countries. As a result, we need to continually assess whether there is any risk to our intellectual property rights in many countries throughout the world. Should these risks be improperly assessed or if for any reason should our right to develop, produce and distribute our products anywhere in the world be successfully challenged or be significantly curtailed, it could have a material adverse effect on our financial condition and results of operations.

INTERNATIONAL OPERATIONS

We currently conduct a significant amount of our business outside the U.S. We are subject to certain inherent risks associated with operating internationally including: (i) difficulties with product development meeting local requirements; (ii) fluctuations in foreign currency exchange rates for which a natural or purchased hedge does not exist or is ineffective; (iii) longer collection cycles for client billings (i.e., accounts receivable), as well as heightened client collection risks, especially in countries with highly inflationary economies and/or with restrictions on the movement of cash out of the country; (iv) compliance with laws and regulations related to the collection, use, and disclosure of certain personal information relating to clients’ customer’s (i.e., privacy laws) that are more strict than those currently in force in the U.S.; (v) reduced protection for intellectual property rights in some countries; (vi) inability to recover value added taxes (“VAT”) and/or goods and services taxes (“GST”) in foreign jurisdictions; and (vii) a potential adverse impact to our overall effective income tax rate resulting from, among other things: (a) operations in foreign countries with higher tax rates than the U.S.; (b) the inability to utilize certain foreign tax credits; and (c) the inability to utilize some or all of losses generated in one or more foreign countries.

SYSTEMS AVAILABILY AND SECURITY

The delivery of our products and services is dependent on a variety of mainframe and distributed system computing environments (collectively, “systems”). We provide such computing environments through both out-sourced arrangements (e.g., our data processing arrangement with First Data Corporation), as well as internally operating numerous distributed servers in geographically dispersed environments. The end users are connected to our systems through a variety of public and private telecommunications networks (collectively, “networks”), and are highly dependent upon the continued availability and uncompromised security of our networks and systems to conduct their business operations. Our networks and systems carry an inherent risk of failure as a result of human and machine error, acts of nature and intentional, unauthorized attacks from computer “hackers.” Security attacks on distributed systems throughout the industry are more prevalent than on mainframe systems due to the open nature of those computer systems. In addition, we continue to expand our use of the Internet with our product offerings thereby permitting, for example, our clients’ customers to use the Internet to review account balances, order services or execute similar account management functions. Opening up our networks and systems to permit access via the Internet increases their vulnerability to unauthorized access and corruption, as well as increasing the dependency of the systems’ reliability on the availability and performance of the Internet’s infrastructure. As a means to mitigate certain risks in this area of our business, we have implemented a business continuity plan, and test certain aspects of this plan on a periodic basis. In addition, we periodically undergo a security review of our systems by independent parties, and have implemented a plan intended to mitigate the risk of an unauthorized access to the networks and systems, including network firewalls, procedural controls, intrusion detection systems and antivirus applications.

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The method, manner, cause and timing of an extended interruption or outage in our networks or systems are impossible to predict. As a result, there can be no assurances that our networks and systems will not fail, or that our business continuity plans will adequately mitigate any damages incurred as a consequence. Should our networks or systems experience an extended interruption or outage, have their security compromised or data lost or corrupted, it would impede our ability to meet product and service delivery obligations, and likely have an immediate impact to the business operations of our clients. This would most likely result in an immediate loss to us of revenue or increase in expense, as well as damaging the reputation of our company. Any of these events could have both an immediate, negative impact upon our financial condition and our short-term revenue and profit expectations, as well as our long-term ability to attract and retain new clients.

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