S-3

As filed with the Securities and Exchange Commission on July 16, 2004

Registration No. 333-          

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-3

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

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 Number)

7887 East Belleview, Suite 1000

Englewood, Colorado 80111

(303) 796-2850

(Address, Including Zip Code, and Telephone Number, Including Area Code, of Registrant’s Principal Executive Offices)

Joseph T. Ruble, Esq.

General Counsel and Corporate Secretary

CSG Systems International, Inc.

7887 East Belleview, Suite 1000

Englewood, CO 80111

(303) 796-2850

(Name, Address, Including Zip Code, and Telephone Number, Including Area Code, of Agent For Service)

Copy to:

Jeffrey Small, Esq.

Davis Polk & Wardwell

450 Lexington Avenue

New York, NY 10017

(212) 450-4000

Approximate date of commencement of proposed sale to the public:    From time to time after this Registration Statement becomes effective.

If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box.  ¨

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box.  x

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  ¨

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  ¨

If delivery of the prospectus is expected to be made pursuant to Rule 434, please check the following box.  ¨

CALCULATION OF REGISTRATION FEE

Title of Shares to be Registered	Amount to be Registered	Proposed Maximum Offering Price Per Unit (1)	Proposed Maximum Aggregate Offering Price(1)	Amount of Registration Fee
2.50% Senior Subordinated Convertible Contingent Debt SecuritiesSM (CODESSM) due 2024	$230,000,000(2)	100%	$230,000,000(2)	$29,141
Common Stock, par value $0.01 per share	8,591,696(3)	(3)	(3)	(3)

(1) Estimated solely for the purpose of calculating the registration fee pursuant to rule 457(o) of the Securities Act of 1933, as amended, and exclusive of any accrued interest, if any.

(2) Represents the aggregate outstanding principal amount of 2.50% Senior Subordinated Convertible Contingent Debt Securities^SM (CODES^SM) due 2024.

(3) Represents the number of shares of our common stock that are issuable upon conversion of the CODES registered hereby at an initial conversion rate of 37.3552 shares per $1,000 principal amount of CODES. Pursuant to rule 416 under the Securities Act, the number of shares of common stock registered hereby shall include an indeterminate number of shares of common stock that may be issued in connection with a stock split, stock dividend, recapitalization or similar event. No additional consideration will be received for the shares of our common stock issuable upon conversion of the CODES and, therefore, no registration fee is required pursuant to Rule 457(i) under the Securities Act.

The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the Registration Statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.

The information in this prospectus is not complete and may be changed. These securities may not be sold until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted.

SUBJECT TO COMPLETION, DATED JULY 16, 2004

PROSPECTUS

$230,000,000

2.50% Senior Subordinated Convertible Contingent Debt Securities^SM (CODES^SM) due 2024

and

Common Stock Issuable Upon Conversion of the CODES

CSG Systems International, Inc. issued $230 million principal amount of the 2.50% Senior Subordinated Convertible Contingent Debt Securities^SM (CODES^SM) due 2024 pursuant to the registration exemption provided under Rule 144A in June 2004. This prospectus will be used by selling securityholders to resell their CODES and the common stock issuable upon conversion of the CODES. We will not receive any of the proceeds from the resale of these securities.

The CODES are convertible, at the option of holders of CODES, initially at a conversion rate of 37.3552 shares of common stock per $1,000 principal amount, which is equivalent to an initial conversion price of approximately $26.77 per share, subject to adjustments described elsewhere in this prospectus, in the following circumstances:

• during any fiscal quarter, if the market price of our common stock measured over a specified number of trading days in a specified period is above 130% of the conversion price per share on the last day of such preceding fiscal quarter;

• subject to certain exceptions, during the five-business-day period following any 10-consecutive-trading-day period in which the average of the trading prices (as described below under “Description of the CODES—Conversion Rights—Conversion Upon Satisfaction of CODES Price Condition”) per $1,000 principal amount of CODES, as determined following a request from a holder to make a determination, for that 10-trading-day period was less than 98% of the average conversion value for the CODES during that period;

• if the CODES have been called for redemption; or

• upon the occurrence of specified corporate transactions.

Upon conversion of each CODES, we will deliver to the converting holder shares of our common stock, cash or any combination of shares and cash, at our election.

The CODES bear interest at a rate of 2.50% per year. Interest on the CODES is payable on June 15 and December 15 of each year, beginning on December 15, 2004. Beginning with the six-month interest period commencing on June 15, 2011, we will pay additional contingent interest during a six-month period if the average trading price of the CODES during the five consecutive trading days ending on the second trading day immediately preceding the first day of the six-month period equals 120% or more of the principal amount of the CODES. The CODES will mature on June 15, 2024.

Each holder of CODES may require us, subject to certain conditions, to repurchase for cash all or any portion of that holder’s CODES on June 15, 2011, June 15, 2016 and June 15, 2021 at a repurchase price equal to 100% of the principal amount of such CODES plus accrued and unpaid interest (including contingent interest and additional amounts, if any). In addition, upon a change of control, in certain circumstances, each holder may require us to repurchase for cash all or any portion of that holder’s CODES at that same purchase price.

The CODES may be redeemed at our option on or after June 20, 2011 for cash as a whole at any time, or from time to time in part, at a repurchase price equal to 100% of the principal amount of such CODES plus accrued and unpaid interest (including contingent interest and additional amounts, if any).

The CODES are our general unsecured obligations and are subordinated to all our existing and future senior indebtedness. The CODES are structurally subordinated in right of payment to all existing and future indebtedness and other liabilities of our existing and future subsidiaries.

The CODES are not listed on any securities exchange or automated quotation system. Our common stock is listed on the Nasdaq National Market under the symbol “CSGS.” The last reported price of our common stock on July 15, 2004 was $19.83 per share.

Investing in these securities involves certain risks. See “ Risk Factors” beginning on page 3.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved these securities, or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

The date of this prospectus is             , 2004

You should rely only on the information contained in or incorporated by reference in this prospectus or to which we have referred you. We have not authorized anyone to provide you with different information. We are not, and the selling securityholders are not, making an offer to sell these securities in any state where the offer or sale is not permitted. You should not assume that the information contained in or incorporated by reference in this prospectus is accurate as of any date other than the date on the front of this prospectus. The terms “CSG Systems,” “we,” “us,” and “our” refer to CSG Systems International, Inc. and its subsidiaries, except where the context otherwise requires or as otherwise indicated.

TABLE OF CONTENTS

	Page
Forward-Looking Statements	2
Risk Factors	3
The Company	16
Ratio of Earnings to Fixed Charges	17
Use of Proceeds	17
Price Range of Common Stock	18
Dividend Policy	18
Description of CODES	19
Description of Capital Stock	45
Material United States Federal Income Tax Consequences	49
Selling Securityholders	55
Plan of Distribution	60
Validity of Securities	63
Experts	64
Where You Can Find More Information	64

This prospectus is part of a registration statement that we filed with the Securities and Exchange Commission, or the SEC, using a “shelf” registration or continuous offering process. Under this shelf process, selling securityholders may from time to time sell the securities described in this prospectus in one or more offerings.

Each time a selling securityholder sells securities, the selling securityholders are required to provide you with a prospectus containing specific information about the selling securityholder. You should read this prospectus together with the additional information described under the heading “Where You Can Find More Information.”

The registration statement containing this prospectus, including the exhibits to the registration statement, provides additional information about us and the securities offered under this prospectus. The registration statement, including the exhibits, can be read on the SEC web site or at the SEC office mentioned under the heading “Where You Can Find More Information.”

This prospectus contains summaries believed to be accurate with respect to certain documents, but reference is made to the actual documents for complete information. All such summaries are qualified in their entirety by such reference. Copies of certain documents referred to herein will be made available to prospective investors upon request to us.

FORWARD-LOOKING STATEMENTS

Certain information contained in this prospectus or incorporated in this prospectus by reference includes “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. These forward-looking statements relate to, without limitation, our future financial condition, economic performance, plans and objectives for future operations and projections of revenue and other financial items. In addition, we and our representatives may from time to time make written or oral forward-looking statements, including statements contained in filings with the Securities and Exchange Commission and in our reports to shareholders. Forward-looking statements generally can be identified by the use of words such as “may,” “will,” “should,” “expect,” “believe,” “anticipate,” “estimate,” “continue” or comparable terminology. Forward-looking statements involve certain risks and uncertainties, many of which are beyond our ability to control or predict with accuracy and some of which we might not even anticipate. These risks and uncertainties may cause our actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied in the forward-looking statements. Although we believe that the expectations reflected in such forward-looking statements are based upon reasonable assumptions at the time made, we can give no assurance that our expectations will be achieved. In addition, these forward-looking statements are qualified in their entirety by the cautionary statements and the “Risk Factors” that appear elsewhere in this prospectus or in information incorporated by reference herein. Important factors that may affect our expectations include, among other things:

• the economic state of the global telecommunications industry, including the cable television and satellite industries;

• the loss of a significant client, significant contract or the loss or material reduction in significant business from a client;

• changes in demand for our primary products and services;

• changes in technology in our industry and in the industries we serve;

• consolidation of the global telecommunications industry;

• difficulties in completing complex implementation projects;

• the availability and security of the computer systems and telecommunications networks (including the Internet) on which our products and services depend;

• changes in competitive condition in our industry;

• changes in the political, social and economic conditions in the countries in which we operate;

• the consequences of potential terrorist activities and the responses of the United States and other countries to such activities; and

• other factors beyond our control.

You are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date hereof or in the case of statements incorporated by reference, on the date of the document incorporated by reference. Except to the extent required by applicable law or regulation, we undertake no obligation to republish revised forward-looking statements to reflect events or circumstances after the date hereof or to reflect the occurrence of unanticipated events.

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RISK FACTORS

Before investing in our CODES or common stock, you should carefully consider the following risk factors as well as other information contained or incorporated by reference in this prospectus.

Risks Relating to Our Business

We derive a significant portion of our revenues from Comcast and Echostar, and the loss of their business would materially adversely affect our financial condition and results of operations.

We generate approximately 30% of our total consolidated revenues from our two largest clients, Comcast and Echostar. We expect to continue to generate a significant percentage of our future revenues from Comcast and Echostar. Concentration of a large percentage of total revenues with a limited number of clients imposes certain risks to our business. Our financial condition and results of operations (including possible impairment, or significant acceleration of the amortization of client contracts intangible assets) could be materially adversely affected by:

• termination of or failure to renew by Comcast or Echostar their contracts with us, in whole or in part for any reason, or

• significant reduction in the number of Comcast or Echostar customers processed on our system.

We recently renewed our contract with Echostar. However, such contract expires in 2006, and there is no assurance that such contract will be renewed on terms satisfactory to us, or at all.

Our industry is highly competitive, and the possibility that a major client may move all or a portion of its customers to a competitor has increased. While our clients may incur some costs in switching to our competitors, they may do so for a variety of reasons, including if we do not maintain favorable relationships, do not provide satisfactory services and products or for reasons associated with price. Our new contract with Comcast, entered into in March 2004, or the New Comcast Contract, contains provisions establishing annual financial minimums for 2004, 2005 and 2006, which we currently expect to exceed based on the current number of customers on our system. Under the terms of the New Comcast Contract, which does not include exclusivity for us, Comcast could remove one or more regions from or significantly reduce the number of customers on our system without automatically incurring a financial penalty. We have been working, particularly since the arbitration ruling with Comcast, towards creating a favorable relationship with Comcast and the different Comcast regions we service. However, there can be no assurance that we can achieve or maintain that relationship with Comcast or that Comcast will not move customers for any particular region to a competitor’s system.

Our Broadband Division, which accounts for a substantial portion of our revenues, is dependent on the U.S. cable television and satellite industries.

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 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.

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Variability of our quarterly revenues and failure to meet revenue and earnings expectations would negatively affect the market price for our common stock and the CODES.

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:

• 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;

• the inability to timely renew one or more material software maintenance agreements, or renewing such agreements at lower rates than anticipated; and

• the inability to timely and successfully complete an implementation project and meet client expectations, due to factors discussed in greater detail below.

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 and the CODES.

We face significant competition in our industry.

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 new competitors, or competitors 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.

Inability to timely and successfully complete a complex implementation project and meet client expectations could have a material adverse effect on our financial condition and results of operations.

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:

• the level of software customization, if any, required in the implementation;

• the complexity of the client’s business, and the client’s intended use of our products and services to address their business needs;

• whether the project includes multiple software product implementations or services;

• the extent of efforts required to integrate our products with the client’s other computer systems and business processes;

• the amount and type of data that is required to be converted from the client’s old application system to the newly implemented system;

• the geographic location of the implementation project;

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• whether the arrangement includes additional vendors participating in the overall project, including, but not limited to, prime and subcontractor relationships with our company; and

• 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 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 quarterly 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 may be considered mission critical customer management systems by our clients. As a result, an arrangement may include penalties and/or potential damages for our failure 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 our 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.

Our business is dependent upon the economic condition 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. However, the public reports are mixed as to whether the recovery is real and whether the recovery is sustainable. If a turnaround in market conditions occurs, it will likely be slow, and a full, sustained recovery, if it occurs at all, 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.

Our international operations subject us to additional risks.

We currently conduct a significant amount of our business outside the United States. We are subject to certain risks associated with operating internationally including:

• difficulties with product development meeting local requirements;

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• fluctuations in foreign currency exchange rates for which a natural or purchased hedge does not exist or is ineffective;

• longer collection cycles for client billings or 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;

• compliance with laws and regulations related to the collection, use, and disclosure of certain personal information relating to clients’ customers, such as privacy laws, that are more strict than those currently in force in the United States;

• reduced protection for intellectual property rights in some countries;

• inability to recover value added taxes and/or goods and services taxes in foreign jurisdictions; and

• a potential adverse impact to our overall effective income tax rate resulting from, among other things:

• operations in foreign countries with higher tax rates than the United States;

• the inability to utilize certain foreign tax credits; and

• the inability to utilize some or all of losses generated in one or more foreign countries.

Substantial impairment of the GSS Division’s goodwill and other intangible assets in the future may be possible.

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 goodwill with a net carrying value of approximately $219 million 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 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.

A reduction in demand for our key customer care and billing products and services could have a material adverse effect on our financial condition and results of operations.

Historically, a substantial percentage of our total revenues have been generated from our core service bureau processing product, CSG CCS/BP, or 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), and associated software maintenance services and professional services. CSG Kenan FX software licenses and related 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.

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Client bankruptcies could adversely affect our business, and any accounting reserves we have established may not be sufficient.

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 as increased collectibility risk for accounts receivable, particularly 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.

We may not be successful in achieving the cost reductions contemplated by our recent restructuring activities, and we may incur additional material restructuring charges in the future.

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 “Management’s Discussion and Analysis of Financial Condition and Results of Operations” contained in our 2003 Annual Report on Form 10-K and our March 2004 Quarterly Report on Form 10-Q, as incorporated by reference in this registration statement, 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.

In addition, since the third quarter of 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. Moreover, we continually evaluate ways to reduce our operating expenses through restructuring opportunities, including 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.

We may not be able to respond to the rapid technological changes in our industry.

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 CSG Kenan FX, which combined certain software technologies we had previously developed with the best of the CSG Kenan/BP product family. CSG Kenan FX is the result of an 18-month research and development project that resulted in a business framework consisting of pre-integrated products and modules that make services available via a common middle layer. CSG Kenan FX is expected to be the GSS Division’s primary product offering in future periods.

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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. Technical problems may arise 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 may be 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:

• of continued market acceptance of our current products;

• 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

• that we will be successful in supporting the implementation and/or operations of product enhancements or new products.

See “—Inability to timely and successfully complete a complex implementation project and meet client expectations could have a material adverse effect on our financial condition and results of operations” for additional risks related to implementation projects.

The consolidation of the global telecommunications industry may have a material adverse effect on our results of operations.

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.

Failure to attract and retain our key management and other highly skilled personnel could have a material adverse effect on our business.

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 on our ability to meet our commitments and new product delivery objectives.

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Failure to protect our proprietary intellectual property rights could have a material adverse effect on our financial condition and results of operations.

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, but 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 us 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.

The delivery of our products and services is dependent on a variety of mainframe and distributed system computing environments and telecommunications networks, which may not be available or may be subject to security attacks.

The delivery of our products and services is dependent on a variety of mainframe and distributed system computing environments, which we will collectively refer to herein as “systems.” We provide such computing environments through both out-sourced arrangements, such as 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, which we will collectively refer to herein as “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 are subject to the 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.

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 our reputation. 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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Risks Relating to the CODES and the Common Stock into which the CODES are Convertible

Servicing the CODES will require a significant amount of cash, and our ability to generate sufficient cash depends on many factors, some of which are beyond our control.

Our ability to make payments on the CODES, our existing obligations and debt we may incur in the future depends on our ability to generate cash. Our ability to do so is, to some extent, subject to economic, financial, competitive, legislative, regulatory and other factors that are beyond our control. Our business may not generate sufficient cash from operations, or we may not have future access to sufficient capital, to enable us to pay our debt, including the CODES, or to fund other liquidity needs. If we fail to generate sufficient cash from operations in the future to service our debt, we could be required to:

• seek additional financing in the debt or equity markets;

• refinance or restructure all or a portion of our debt, including the CODES;

• sell selected assets; or

• reduce or delay planned expenditures.

Taking these measures may not enable us to service our debt. In addition, any such financing, refinancing or sale of assets might not be available on economically favorable terms, if at all. Any inability to generate sufficient cash or raise capital on favorable terms could have a material adverse effect on our financial condition and on our ability to make payments on the CODES.

We may incur additional debt ranking senior to, or pari passu with, the CODES.

As of March 31, 2004, we had approximately $198.9 million of senior indebtedness outstanding, representing indebtednesss under our then-existing credit facility. In June 2004, however, we used a portion of the proceeds from the sale of the CODES to repay in full this indebtedness and terminated the facility. The indenture governing the CODES does not contain any financial or operating covenants that would limit us or our subsidiaries from incurring additional debt or other liabilities (including additional senior debt), pledging assets to secure such debt or liabilities, paying dividends, issuing securities or repurchasing securities issued by us or any of our subsidiaries. We may incur additional debt in the future.

Any increase in our leverage could have significant negative consequences, including:

• increasing our vulnerability to competitive pressures and any adverse economic and industry conditions;

• limiting our ability to obtain additional financings;

• limiting our ability to make acquisitions;

• requiring the dedication of substantial portion of our cash flow from operations to service our indebtedness, thereby reducing the amount of our cash flow available for other purposes, including capital expenditures;

• limiting our flexibility in planning for, or reacting to, changes in our business and the industries in which we compete;

• adversely affecting our ability to pay our obligations under the CODES; and

• placing us at a possible competitive disadvantage with less leveraged competitors and competitors that may have better access to capital resources.

Our ability to satisfy our future obligations, including debt service on the CODES, depends on our future operating performance and on economic, financial, competitive and other factors beyond our control. Our business may not generate sufficient cash flow to meet these obligations or to successfully execute our business starategy. If we are unable to service our debt and fund our business, we may be forced to reduce or delay capital expenditures, seek additional financing or equity capital, restructure or refinance our debt or sell assets. We cannot assure you that we would be able to obtain additional financing or refinance existing debt or sell assets on terms acceptable to us or at all.

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Your right to receive payments under the CODES is junior to our senior debt and certain future borrowings.

The CODES are subordinated unsecured obligations of CSG and will be junior to any senior debt and all of our future borrowings other than our trade payables and any future debt that expressly provides that it ranks pari passu with, or is subordinated in right of payment to, the CODES. As of March 31, 2004, we had approximately $198.9 million of senior indebtedness outstanding, representing indebtedness under our then-existing credit facility. In June 2004, however, we used a portion of the proceeds from the sale of the CODES to repay in full this indebtedness and terminated the facility. We may incur substantial additional liabilities in the future.

As a result of the subordination of the CODES, upon any distribution to our creditors in a bankruptcy, liquidation, reorganization or similar proceeding relating to us or our property, the holders of our senior debt will be entitled to be paid in full in cash before any payment may be made with respect to the CODES. Because the indenture for the CODES requires that amounts otherwise payable to holders of the CODES in such a proceeding be paid to holders of senior debt instead, holders of the CODES may receive less, ratably, than holders of trade payables, as well as holders of senior debt, in any such proceeding.

Your right to receive payments under the CODES is structurally subordinated to the existing and future liabilities of our subsidiaries.

Our subsidiaries have not guaranteed the CODES and the CODES are not secured by any assets of our subsidiaries. Accordingly, the CODES are structurally subordinated to all existing and future liabilities of our subsidiaries. Those liabilities may include indebtedness, trade payables, guarantees (including existing guarantees of our senior secured credit facility) and lease obligations. In the event of a bankruptcy, liquidation or reorganization of any of our subsidiaries, creditors of our subsidiaries will generally be entitled to payment of their claims from the assets of those subsidiaries before any assets are made available for distribution to us. In addition, even if we were a creditor of any of our subsidiaries, our rights as a creditor would be subordinate to any security interest in the assets of our subsidiaries and any indebtedness of our subsidiaries senior to that held by us. Our subsidiaries have no obligation to pay any amounts due on the CODES or to provide us with funds for our payment obligations, whether by dividends, distributions, loans or other payments. As of March 31, 2004, the aggregate liabilities of our subsidiaries, excluding intercompany obligations and the senior indebtedness under our then-existing credit facility, were approximately $168.7 million. Our subsidiaries may incur substantial additional liabilities in the future.

We may not have the ability to raise the funds necessary to repurchase the CODES as provided in the indenture.

Holders have the right to require us to purchase for cash all or a portion of their CODES either following a change in control or on one of three specified repurchase dates. We will also be required to make cash payments on the CODES at their maturity. We expect to fund any such obligation using our available cash, cash generated from our operations or cash from other sources, including borrowings or sales of assets or equity. However, it is possible that we will not have sufficient funds at those times to make any required purchase of CODES, and that we will not be able to arrange financing to pay the repurchase price in cash. Our failure to repurchase the CODES would constitute an event of default under the indenture, which default might also constitute a default under the terms of our other debt.

In addition, any of our future debt agreements may restrict our ability to repurchase the CODES, or may require us to make similar repurchases or repayments of other debt simultaneous with a repurchase of the CODES. If the holders of the CODES exercise their right to require us to repurchase all or a substantial portion of the CODES on a repurchase date or in connection with a change in control, either the financial effect of that repurchase or the exercise of that right itself could cause a default under that other debt.

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The change in control purchase feature of the CODES may make more difficult or discourage a takeover proposal or a removal of incumbent management that would otherwise be beneficial to holders of our common stock.

Your right to require us to repurchase the CODES upon the occurrence of a change in control could, in certain circumstances, make more difficult or discourage a potential takeover or a removal of incumbent management that would otherwise benefit the holders of our common stock because we (or our successor) may not have sufficient cash available to satisfy this repurchase obligation.

The Indenture under which the CODES are issued does not contain restrictive covenants, and there is limited protection in the event of a change in control.

The indenture under which the CODES are issued does not contain restrictive covenants that would protect you from several kinds of transactions that may adversely affect you. In particular, the indenture does not contain covenants that limit our ability or the ability of our subsidiaries to pay dividends or make distributions on or redeem our capital stock or limit our ability to incur additional indebtedness and, therefore, will not protect you in the event of a highly leveraged transaction or other similar transaction. In addition, the requirement that we offer to repurchase the CODES upon a change in control is limited to the transactions specified in the definition of a “change in control” under “Description of the CODES—Repurchase at Option of Holders—Change in Control.” Accordingly, we could enter into certain transactions, such as acquisitions, refinancings or a recapitalization, that could affect our capital structure and the value of our common stock but would not constitute a change in control.

You should consider the United States federal income tax consequences of owning the CODES.

For United States federal income tax purposes, the CODES are treated as indebtedness subject to the special Treasury regulations governing contingent payment debt instruments, which we refer to as the contingent debt regulations.

Pursuant to the contingent debt regulations, you will generally be required to accrue interest income at a constant rate of 9.09% per year (subject to certain adjustments), compounded semi-annually, which represents the estimated yield on comparable non-contingent, non-convertible, fixed rate debt instruments with terms and conditions otherwise similar to the CODES. The amount of interest required to be included by you in income for each year generally will be in excess of the payments and accruals on the CODES for non-tax purposes (i.e., in excess of the stated, semi-annual regular interest payments and accruals and any contingent interest payments) in that year.

You will recognize gain or loss on the sale, purchase by us at your option, exchange, conversion or redemption of a CODES in an amount equal to the difference between the amount realized, including the fair market value of any of our common stock received, and your adjusted tax basis in the CODES. Any gain recognized on the sale, purchase by us at your option, exchange, conversion or redemption of a CODES will be treated as ordinary interest income; any loss will be ordinary loss to the extent of interest previously included in income, and thereafter will be treated as capital loss.

You may in certain situations be deemed to have received a distribution subject to U.S. federal income tax as a dividend in the event of a taxable dividend distribution to holders of common stock or in certain other situations requiring a conversion rate adjustment. For Non-U.S. Holders (as defined herein) this deemed distribution may be subject to U.S. federal withholding requirements.

A discussion of the United States federal income tax consequences of ownership of the CODES is contained in this registration statement under the heading “Material United States Federal Income Tax Considerations.” You are strongly urged to consult your tax advisor as to the federal, state, local or other tax consequences of acquiring, owning, and disposing of the CODES.

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No public trading market for the CODES exists.

The CODES are a new issue of securities for which there is currently no public market. If the CODES are traded after their initial issuance, they may trade at a discount from their issue price plus accrued original issue discount, depending on prevailing interest rates, the market for similar securities, the price of our common stock, our performance and other factors. In addition, we do not know whether an active trading market will develop for the CODES. Certain of the initial purchasers have informed us that they intend to make a market in the CODES after this offering is complete. However, they may discontinue their market-making activities at any time. To the extent that an active trading market does not develop, the price at which you may be able to sell the CODES, if at all, may be less than the price you pay for them in this offering.

Although this shelf registration statement permits the resale of the CODES and the shares of common stock into which the CODES are convertible by the holders, this registration statement may not be available to holders at all times or for all purposes. If this registration statement does not remain effective, the liquidity and price of the CODES and the shares of common stock into which the CODES are convertible would be adversely affected. In addition, selling securityholders may be subject to liability under the Securities Act in connection with any material misstatements or omissions contained in this registration statement.

Because the CODES are represented by global securities registered in the name of a depositary, you are not a “holder” under the indenture and your ability to transfer or pledge the CODES could be limited.

The CODES are represented by one or more global securities registered in the name of Cede & Co., as nominee for The Depository Trust Company, or DTC. Except in the limited circumstances described in this prospectus, owners of beneficial interests in the global securities will not be entitled to receive physical delivery of CODES in certificated form and will not be considered “holders” of the CODES under the indenture for any purpose. Instead, owners must rely on the procedures of DTC and its participants to protect their interests under the indenture and to transfer their interests in the CODES. Your ability to pledge your interest in the CODES to persons or entities that do not participate in the DTC system may also be adversely affected by the lack of a certificate.

Fluctuations in the value of our common stock, whether as a result of our operating results, market fluctuations, future sales of our capital stock or equity-linked securities or other factors, could adversely affect the trading price of our common stock and of the CODES.

The price of our common stock on the Nasdaq National Market changes from time to time. We expect that the market price of our common stock will continue to fluctuate as a result of a variety of economic, financial, competitive, legislative, regulatory and other factors, many of which are beyond our control. Because the CODES are convertible into shares of our common stock, price fluctuations in our common stock could have a similar effect on the trading price of the CODES. Holders who have converted their CODES into shares of common stock will also be subject to the risk of such price fluctuations.

In addition, the terms of the CODES do not restrict us from issuing additional shares of common stock or shares of preferred stock, or securities convertible into shares of common stock or preferred stock, so long as the CODES are outstanding. Any such series of preferred stock could contain dividend rights, conversion rights, voting rights, terms of redemption or liquidation or other rights superior to those of holders of our common stock. Any such future sales could have an adverse effect on the trading price of our common stock or the CODES. See “Description of Capital Stock.”

The contingent conversion feature of the CODES could result in your not being entitled to convert a CODES when our common stock is trading at a price above the effective conversion price of the CODES.

The CODES are convertible into shares of our common stock only if specific conditions are met. If the specific conditions for conversion are not met, you will not be able to convert your CODES, even though our common stock may be trading at a price above the effective conversion price of the CODES. In such a circumstance, you may not be able to receive the value of the common stock into which the CODES would otherwise be convertible.

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A change in the accounting rules relating to how the CODES impact the computation of our diluted earnings per share may cause us to report significant dilution in our diluted earnings per share if and when such change becomes effective.

The Financial Accounting Standards Board is considering the accounting treatment for contingent convertible debt relating to the computation of diluted earnings per share and may, upon such consideration, change the current accounting treatment of such contingent convertible debt, including the CODES. Any such change may have retroactive effect and may cause us to report significant dilution in our diluted earnings per share if and when such change becomes effective.

If you hold CODES, you will not be entitled to any rights with respect to our common stock, but you will be subject to all changes made with respect to our common stock.

If you hold CODES, you will not be entitled to any rights with respect to our common stock (including, without limitation, voting rights and rights to receive any dividends or other distributions on our common stock), but you will be subject to all changes affecting the common stock. You will have rights with respect to our common stock only if and when we deliver shares of common stock to you upon conversion of your CODES. For example, in the event that an amendment is proposed to our restated certificate of incorporation or by-laws requiring stockholder approval and the record date for determining the stockholders of record entitled to vote on the amendment occurs prior to delivery of the common stock to you, you will not be entitled to vote on the amendment, although you will nevertheless be subject to any changes in the powers, preferences or rights of our common stock.

The conversion rate of the CODES may not be adjusted for all dilutive events that may occur.

The conversion rate of the CODES is subject to adjustment for certain events including, but not limited to, the issuance of stock dividends on our common shares, certain distributions of assets, debt securities, capital stock or cash to shareholders and certain issuer tender or exchange offers as described under “Description of the CODES—Conversion Rate Adjustments.” The conversion rate will not, however, be adjusted for other events that may occur, such as an issuance of shares of common stock for cash or a third-party tender offer, that may adversely affect the trading price of the CODES or the common shares.

Conversion of the CODES will dilute the ownership interest of existing stockholders.

If we elect to settle a conversion of the CODES in shares of our common stock, the conversion of CODES into shares of our common stock will dilute the ownership interests of existing stockholders. Any sales in the public market of the common stock issuable upon conversion of the CODES could adversely affect prevailing market prices of our common stock. In addition, the existence of the CODES may encourage short selling by market participants due to this dilution or to facilitate trading strategies involving CODES and common stock.

Certain provisions of Delaware law, our restated certificate of incorporation and by-laws could hinder, delay or prevent changes in control.

Certain provisions of Delaware law, our restated certificate of incorporation and our by-laws have the effect of discouraging, delaying or preventing transactions that involve an actual or threatened change in control. These provisions include the following:

Special Meetings. According to our by-laws, special meetings of stockholders may be called only by our board of directors, the chairman of our board of directors or our president.

Staggered Board. Our board of directors is divided into three classes, each of whose members will serve for a term of three years, with the members of one class being elected each year.

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Removal of Directors. Directors may be removed by the stockholders only for cause, and only by the affirmative vote of the holders of at least 75% of the voting power of all outstanding shares of our capital stock entitled to vote in an election of directors, voting as a single class.

Advance Notice Provisions for Stockholder Nominations and Proposals. Our restated certificate of incorporation and by-laws require advance written notice for stockholders to nominate persons for election as directors at, or to bring other business before, any meeting of stockholders. This provision limits the ability of stockholders to make nominations of persons for election as directors or to introduce other proposals unless we are notified in a timely manner prior to the meeting.

Preferred Stock. Under our restated certificate of incorporation, our board of directors has authority to issue preferred stock from time to time in one or more series and to establish the terms, preferences and rights of any such series of preferred stock, all without approval of our stockholders.

Delaware Business Combinations. We are subject to Section 203 of the Delaware General Corporation Law which, subject to certain exceptions, restricts certain transactions and business combinations between a corporation and a stockholder owning 15% or more of the corporation’s outstanding voting stock for a period of three years from the date the stockholder becomes a 15% stockholder. In addition to discouraging a third party from acquiring control of us, the foregoing provisions could impair the ability of existing stockholders to remove and replace our management and/or our board of directors.

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THE COMPANY

We are a global leader in next-generation billing and customer care solutions for the cable television, direct broadcast satellite, advanced internet protocol, or IP, services, next-generation mobile, and fixed wireline markets. We were formed in October 1994 and acquired all of the outstanding stock of CSG Systems, Inc. (formerly Cable Services Group, Inc.) from First Data Corporation, or FDC, in November 1994. CSG Systems, Inc. had been a subsidiary or division of FDC from 1982 until its acquisition by us.

Our principal executive offices are located at 7887 East Belleview, Suite 1000, Englewood, Colorado 80111, and the telephone number at that address is (303) 796-2850. Our website is located at http://www.csgsystems.com. We have provided our website address as an inactive textual reference only and the information contained on our website is not a part of this prospectus. Our common stock is listed on the Nasdaq National Market under the symbol “CSGS.” We are a S&P Midcap 400 company.

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RATIO OF EARNINGS TO FIXED CHARGES

The ratio of earnings to fixed charges is computed by dividing fixed charges into earnings. Earnings is defined as income (loss) from continuing operations before income taxes, plus fixed charges. Fixed charges consist of interest expense (including the amortization of deferred financing costs) and the estimated interest component of rental expense.

The following table shows our consolidated ratio of earnings to fixed charges for the periods indicated:

	Year ended December 31,					Three months ended March 31,
	1999	2000	2001	2002	2003(1)	2004
Ratio of earnings to fixed charges	11.32	17.41	26.21	4.42	—	3.94

(1) As a result of the Comcast arbitration ruling, we recognized a loss from continuing operations before income taxes for the year ended December 31, 2003. The amount of the coverage deficiency for the historical year ended December 31, 2003 was $48.5 million.

USE OF PROCEEDS

We will not receive any of the proceeds from the sale of the CODES or the common stock issuable upon conversion of the CODES by any selling securityholder. We used the net proceeds from the initial issuance of the CODES, along with our available cash, cash equivalents and marketable securities:

• to fund the concurrent repurchase of approximately 2.1 million shares of our common stock from one of the initial purchasers; and

• to repay in full our outstanding indebtedness under our now-terminated credit facility. The credit facility was terminated concurrently with the repayment.

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PRICE RANGE OF COMMON STOCK

Our common stock is quoted on the Nasdaq National Market under the symbol “CSGS.” The following table sets forth, for the periods indicated, the high and low sale prices for the common stock on the Nasdaq National Market, as reported by The Nasdaq Stock Market.

	High		Low
Year ended December 31, 2002
First Quarter	$	41.66	$	27.40
Second Quarter	$	30.11	$	17.71
Third Quarter	$	19.57	$	9.06
Fourth Quarter	$	17.44	$	8.77
Year ended December 31, 2003
First Quarter	$	15.68	$	8.15
Second Quarter	$	14.63	$	8.31
Third Quarter	$	17.29	$	12.53
Fourth Quarter	$	15.95	$	8.69
Year ended December 31, 2004
First Quarter	$	17.70	$	12.56
Second Quarter	$	21.22	$	15.85
Third Quarter (through July 15, 2004)	$	20.98	$	18.44

On July 15, 2004, the closing price of our common stock was $19.83. As of the close of business on July 1, 2004, there were approximately 286 holders of record of our common stock.

DIVIDEND POLICY

We have never declared cash dividends on our common stock. We did, however, complete a two-for-one stock split, effected in the form of a stock dividend, in March 1999. We intend to retain any earnings to finance the growth and development of our business, and have no present intention of declaring cash dividends in the foreseeable future. Any of our future credit facilities may contain restrictions on the payment of dividends. Any future determination to pay dividends will be at the discretion of our board of directors and will be dependent upon then existing conditions, including our financial condition, results of operations, contractual restrictions, capital requirements, business prospects, and other factors our board of directors deems relevant.

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DESCRIPTION OF CODES

We issued the CODES under an indenture dated as of June 2, 2004, between us and Deutsche Bank Trust Company Americas, as trustee, in a private transaction that was not subject to the registration requirements of the Securities Act. The terms of the CODES include those stated in the indenture and those made part of the indenture by reference to the Trust Indenture Act of 1939, as amended. The registration rights agreement dated as of June 2, 2004, between us and the initial purchasers of the CODES sets forth the rights holders have to require us to register their CODES with the SEC.

The following description is only a summary of the material provisions of the CODES, the indenture and the registration rights agreement. We urge you to read these documents in their entirety because they, and not this description, define your rights as holders of the CODES. You may obtain copies of these documents from us at our address set forth under “Where You Can Find More Information.” Certain terms used in this section but not defined below have the meanings assigned to them in the indenture.

When we refer to “CSG Systems,” “we,” “our” or “us” in this section, we refer only to CSG Systems International Inc., a Delaware corporation, and not any of its current or future subsidiaries.

Brief Description of the CODES

The CODES:

• are limited to $230,000,000 aggregate principal amount;

• bear interest at a rate of 2.50% per year, payable semi-annually on each June 15 and December 15, beginning December 15, 2004;

• accrue additional amounts if we fail to comply with certain obligations as set forth under “—Registration Rights”;

• are our unsecured senior subordinated obligations, and rank:

• junior in right of payment to all of our existing and future senior indebtedness;

• equally in right of payment to our future indebtedness that provides such indebtedness is pari passu with the CODES; and

• senior in right of payment to our existing and future junior subordinated indebtedness;

• are structurally subordinated in right of payment to all existing and future indebtedness and other liabilities of our existing and future subsidiaries;

• are convertible into shares of our common stock, cash or any combination of shares and cash, at our election, as described below under “—Conversion Rights”;

• are redeemable by us at our option at any time and from time to time on or after June 20, 2011 upon the terms and at the redemption price set forth below under “—Optional Redemption by CSG Systems”;

• are subject to repurchase by us at your option upon the terms and at the repurchase price set forth below under “—Repurchase of CODES at Option of Holders”; and

• mature on June 15, 2024, unless earlier converted, redeemed by us at our option or repurchased by us at your option.

For U.S. federal income tax purposes, the CODES will be treated as indebtedness subject to special regulations governing contingent payment debt instruments, which we refer to as the “contingent debt regulations.” Pursuant to the contingent debt regulations, a U.S. Holder (as defined under “Material United States Federal Income Tax Considerations—U.S. Holders”) will generally be required to accrue interest income on the

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CODES, subject to certain adjustments, at a rate of 9.09%, compounded semiannually, regardless of whether the holder uses the cash or accrual method of tax accounting. Accordingly, U.S. Holders will generally be required to include interest in taxable income in each year in excess of any interest payments (whether fixed or contingent) actually received in that year. For this purpose, a conversion of the CODES will be treated as the receipt of a contingent payment with respect to the CODES, which may produce an adjustment to a U.S. Holder’s interest accruals. Under the contingent debt regulations, gain recognized upon a sale, exchange, repurchase or redemption of a CODES will be treated as ordinary interest income; loss will be ordinary loss to the extent of interest previously included in income, and thereafter capital loss. See “Material United States Federal Income Tax Considerations.”

The indenture does not contain any financial covenants and will not restrict us, or our subsidiaries, from paying dividends, incurring additional indebtedness or issuing or repurchasing other securities. The indenture also will not protect holders in the event of a highly leveraged transaction or a change in control of our company except to the extent described below under “—Repurchase of CODES at Option of Holders—Change in Control.” The CODES are not subject to legal or covenant defeasance.

As of March 31, 2004:

• our outstanding senior indebtedness, all of which ranked senior to the CODES, was approximately $198.9 million, representing indebtedness under a senior secured credit facility of one of our subsidiaries, which was guaranteed by us. We repaid in full our outstanding $198.9 million of senior indebtedness under the credit facility and terminated the credit facility concurrently with the closing of the offering of the CODES in June 2004;

• we had no outstanding indebtedness ranking pari passu with the CODES; and

• our subsidiaries had approximately $168.7 million of liabilities outstanding, excluding intercompany liabilities and the senior indebtedness under the credit facility referred to above.

For information regarding form, denomination, registration of transfer and exchange of global CODES, see “—Form, Denomination and Registration.” You must comply with the provisions set forth below under “Notice to Investors” with respect to any sale or transfer of the CODES and our common stock issuable upon conversion of the CODES.

Payment of Interest and Principal

The CODES bear interest from June 2, 2004 at an annual rate of 2.50%.

We will pay interest semi-annually on June 15 and December 15 of each year, which we refer to as the interest payment dates, to holders of record at the close of business on the immediately preceding June 1 or December 1, respectively, beginning on December 15, 2004. If holders elect to require us to repurchase the CODES, or if we redeem the CODES, on a date that is after a record date and on or prior to the corresponding interest payment date, we will pay interest in respect of accrued and unpaid interest on the CODES being repurchased or redeemed to, but excluding, the repurchase date or the redemption date, respectively, to the holders on the corresponding record date, which may or may not be the same person to whom we will pay the repurchase or redemption price.

We may pay contingent interest on the CODES under the circumstances described under “—Contingent Interest.” We may also pay additional amounts on the CODES under the circumstances described under “—Registration Rights.”

Interest will be computed on the basis of a 360-day year comprised of twelve 30-day months. Interest will accrue from the most recent date to which interest has been paid or, if no interest has been paid, from the initial issue date.

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If any interest payment date (other than an interest payment date coinciding with the stated maturity date or earlier redemption date or repurchase date) of a CODES falls on a day that is not a business day, such interest payment date will be postponed to the next succeeding business day. If the stated maturity date, redemption date or repurchase date of a CODES would fall on a day that is not a business day, the required payment of interest, if any, and principal will be made on the next succeeding business day and no interest on such payment will accrue for the period from and after the stated maturity date, redemption date or purchase date to such next succeeding business day. The term “business day” means, with respect to any CODES, any day other than a Saturday, a Sunday or a day on which banking institutions in The City of New York are authorized or required by law, regulation or executive order to close.

Interest will cease to accrue on a CODES upon its maturity, conversion, redemption by us at our option or repurchase by us at your option.

Unless previously converted, redeemed by us at our option or repurchased by us at your option, we will pay interest (including contingent interest and additional amounts, if any) due on:

• the global CODES to DTC in immediately available funds;

• any definitive CODES having an aggregate principal amount of $5,000,000 or less by check mailed to the holders of these CODES; and

• any definitive CODES having an aggregate principal amount of more than $5,000,000 by wire transfer in immediately available funds if requested by holder of those CODES.

In the case of the third bullet above, the trustee must receive wire transfer instructions no later than 15 days prior to the interest payment date.

Unless previously converted, redeemed by us at our option or repurchased by us at your option, at maturity we will pay principal on:

• the global CODES to DTC in immediately available funds; and

• the definitive CODES at our office or agency in New York City, which initially will be the office or agency of the trustee in New York City.

Conversion Rights

General

You may convert your CODES at any time prior to the business day immediately preceding the maturity date (unless such CODES have been previously converted, redeemed by us at our option or repurchased by us at your option), initially at a conversion rate of 37.3552 shares of our common stock per $1,000 principal amount of CODES, equal to an initial conversion price of approximately $26.77 per share, under the circumstances summarized below. A holder may convert CODES only in denominations of $1,000 and whole multiples of $1,000. The conversion rate will be subject to adjustment as described below under “—Conversion Rate Adjustments.”

Upon conversion, we will deliver to the converting holder in respect of each converted CODES cash, shares of our common stock or a combination of cash and shares determined according to the procedures described below in the first paragraph under “—Settlement Upon Conversion.”

If, however, a holder has already exercised its right to require us to repurchase its CODES as described under “—Repurchase of CODES at Option of Holders” by delivering a holder purchase notice with respect to a CODES, the holder may not convert that CODES until the holder has validly withdrawn such notice in accordance with the indenture and, after such withdrawal, has converted its CODES prior to the close of business on the applicable repurchase date. If you are a holder of CODES that have been called for redemption and wish to convert your CODES, you must exercise your conversion right prior to the close of business on the second business day preceding the redemption date, unless we default in payment of the redemption price.

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Except as described in this prospectus, upon conversion of the CODES, we will not make any cash payment or issue additional shares of our common stock or make any other adjustment for either accrued and unpaid interest (including contingent interest and additional amounts, if any) on the CODES or dividends on any shares of our common stock issued. See “—Conversion Procedures.”

Our delivery to you of the full number of shares of our common stock into which your CODES is convertible, cash or a combination of our common stock and cash, together with any cash payment for your fractional shares of our common stock, will be deemed to satisfy our obligation to pay the principal amount of your CODES and to satisfy our obligation to pay any accrued and unpaid interest (including contingent interest and additional amounts, if any) on that CODES. As a result, accrued and unpaid interest and additional amounts on your CODES will be deemed paid in full rather than cancelled, extinguished or forfeited. Notwithstanding the foregoing, accrued and unpaid interest (including contingent interest and additional amounts, if any) will be payable in cash upon any conversion of CODES at your option made concurrently with or after acceleration of the CODES following an event of default under the CODES.

The conversion agent is initially Deutsche Bank Trust Company Americas. We may change the conversion agent, but the conversion agent will not be our affiliate. The conversion agent may solicit bids from securities dealers that are believed by us to be willing to bid for the CODES.

Conversion Upon Satisfaction of Common Stock Price Condition

A holder may convert any of its CODES during any fiscal quarter (and only during such fiscal quarter) if the closing price of our common stock for a period of at least 20 consecutive trading days in the 30-trading-day period ending on the last trading day of the preceding fiscal quarter is more than 130% of the conversion price per share of our common stock on the last day of such preceding fiscal quarter. We refer to this condition as the “common stock price condition.” The “closing price” per share of our common stock on any date means:

• the closing per share sale price (or if no closing sale price is reported, the average of the bid and ask prices or, if more than one in either case, the average of the average bid and the average ask prices) on that date as reported on the Nasdaq National Market or, if our common stock is not listed on the Nasdaq National Market, on the principal U.S. national or regional securities exchange or inter-dealer quotation system on which our common stock is then listed for trading; or

• if our common stock is not reported on the Nasdaq National Market and not listed for trading on a U.S. national or regional securities exchange or inter-dealer quotation system on the relevant date, the “closing price” will be the last quoted bid price for our common stock in the over-the-counter market on the relevant date as reported by the National Quotation Bureau or similar organization; or

• if our common stock is not reported on the Nasdaq National Market and not listed for trading on a U.S. national or regional securities exchange or inter-dealer quotation system and is not quoted in the over-the-counter market, the “closing price” will be the average of the mid-points of the last bid and ask prices for our common stock on the relevant date from each of three nationally recognized independent securities dealers we select for this purpose; provided, that if such prices cannot reasonably be obtained from three such dealers, but are obtained from two such dealers, then the “market price” will be the average of the mid-points of such bid and ask prices from those two dealers, and if such prices can reasonably be obtained from only one such dealer, then the “market price” will be the mid-point of such bid and ask prices from that dealer.

The “conversion price” per share of our common stock on any day equals the quotient of a $1,000 principal amount of CODES divided by the number of shares of our common stock issuable upon conversion of a $1,000 principal amount of CODES on that day, assuming that such conversion settled entirely with shares (including fractional shares).

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A “trading day” means a day during which trading in securities generally occurs on the Nasdaq National Market or, if our common stock is not listed on the Nasdaq National Market, on the principal U.S. national or regional securities exchange or inter-dealer quotation system on which our common stock is then listed for trading; provided, that no day on which our common stock experiences any of the following (each, a “non-trading event”) will count as a trading day:

• any suspension of or limitation imposed on quotation or trading of our common stock on the Nasdaq National Market or any other national or regional securities exchange or association, inter-dealer quotation system or over-the-counter market; or

• the Nasdaq National Market or any other relevant national or regional securities exchange or association, inter-dealer quotation system or over-the-counter market on which our common stock trades closes on any exchange business day prior to its scheduled closing time unless such earlier closing time is announced by the exchange at least one hour prior to the earlier of (i) the actual closing time for the regular trading session on such exchange and (ii) the submission deadline for orders to be entered into the exchange for execution on such business day.

Conversion Upon Satisfaction of CODES Price Condition

You may convert any of your CODES during the five business-day period (the “measurement period”) following any 10-consecutive-trading-day period in which the average of the trading prices per $1,000 of principal amount of CODES for that 10-trading-day period was less than 98% of the average conversion value for the CODES during that period; provided, however, you may not convert your CODES in reliance on this provision after June 15, 2019 if on any trading day during the measurement period the closing price of our common stock is greater than or equal to the then-current conversion price but less than or equal to 130% of the then-current conversion price. See “—Conversion Rights—General.” We refer to this condition as the “CODES price condition.”

The “average conversion value” for each $1,000 principal amount of CODES equals the sum of the conversion values for each trading day in the relevant period divided by the number of trading days in the period. The “conversion value” of each $1,000 principal amount of CODES on any day is equal to the product of the closing price for our common stock on that day multiplied by the then-current conversion rate, which is the number of shares of common stock into which the $1,000 principal amount of each CODES is then convertible.

The “trading price” of a CODES on any date of determination means the average of the secondary market bid quotations per CODES obtained by us or the conversion agent for $10 million principal amount of CODES at approximately 3:30 p.m., New York City time, on such determination date from three independent nationally recognized securities dealers we select; provided, that if at least three such bids cannot reasonably be obtained from three such dealers, but are obtained from two such dealers, then the average of the two bids shall be used, and if such prices can reasonably be obtained from only one dealer, that one bid shall be used. If either we or the conversion agent cannot reasonably obtain at least one bid for $10 million principal amount of the CODES from a nationally recognized securities dealer, then the “trading price” of the CODES for that date will, for purposes of determining the average conversion value, be deemed to be 97.9% of (a) the then-applicable conversion rate of the CODES multiplied by (b) the closing price of our common stock on such determination date.

Notwithstanding anything to the contrary in this prospectus, the conversion agent will have no obligation to determine the trading price of the CODES unless we have requested that it make such determination. We will have no obligation to make such request unless so requested by a holder in writing who also provides us with reasonable evidence in that on a trading day preceding the date of such notice, the trading price per $1,000 principal amount of CODES was less than 98% of the conversion value. At such time, we will instruct the conversion agent to determine the trading price per $1,000 principal amount of CODES beginning on the next trading day and on each successive trading day until such trading price is greater than or equal to 98% of the average conversion value for 10 consecutive trading days. We will confirm whether any such determination made by the conversion agent satisfies the CODES price condition.

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Conversion Upon Notice of Redemption

A holder may surrender for conversion any CODES we call for redemption at any time prior to the close of business on the day that is two business days prior to the redemption date, even if such CODES is not otherwise convertible at that time pursuant to its terms or the terms of the indenture.

Conversion Upon Specified Corporate Transactions

If:

• we distribute to all or substantially all holders of our common stock rights or warrants entitling them to purchase our common stock, unless such rights, warrants or securities shall not be exercisable or convertible for a period of at least 60 days after the date of distribution (or securities convertible into our common stock) at less than (or having a conversion price less than) the then-current market price (as defined below under “—Conversion Rate Adjustments”) of our common stock on the day of the announcement date of such distribution;

• we distribute to all or substantially all holders of our common stock our assets, debt securities or other evidences of our indebtedness, shares of our capital stock or rights or warrants to purchase our securities, which distribution has a per share value exceeding 5% of the then-current market price (as defined below under “—Conversion Rate Adjustments”) of our common stock on the day preceding the declaration date of for such distribution; or

• a change in control as described under “Repurchase of CODES at Option of Holders—Change in Control” has occurred but holders of CODES do not have the right to require us to repurchase their CODES as a result of such change in control because either (1) the closing price of our common stock for a specified period prior to such change in control exceeds a specified level or (2) the consideration received in such change in control consists of capital stock that is freely tradable and the CODES become convertible into that capital stock,

then we must notify the holders of CODES at least 20 days prior to the ex-dividend date for such distribution or within 20 business days after the occurrence of the change in control described in the third bullet point above, as the case may be. Once we have given such notice, holders may convert their CODES at any time until either (a) the earlier of the close of business on the business day prior to the ex-dividend date or our announcement that such distribution will not take place, in the case of a distribution, or (b) the close of business on the 20th business day after the change in control notice, in the case of a change in control described in the third bullet point above. In the case of a distribution, no conversion pursuant to that distribution will be allowed if the holder will participate in the distribution without conversion. The “ex-dividend date” means, with respect to any issuance or distribution on shares of our common stock, the first date on which the shares of our common stock trade regular way on the principal securities market on which the shares of our common stock are then traded without the right to receive such issuance or distribution.

In addition, if we are party to a consolidation, merger or binding share exchange pursuant to which our common stock would be converted into cash, securities or other property (other than any change in control described in the third bullet point in the previous paragraph), a holder may convert its CODES at any time from and after the date which is 20 days prior to the anticipated effective date of the transaction until 20 days after the effective date of that transaction. If we are a party to a consolidation, merger or binding share exchange pursuant to which our common stock is converted into cash, securities or other property, then from the effective time of the transaction, the right to convert a CODES into our common stock will be changed into a right to convert that CODES into the kind and amount of cash, securities or other property which the holder would have received if the holder had converted its CODES immediately prior to the transaction. If we engage in any transaction described in the preceding sentence, the conversion rate will not be otherwise adjusted. If the transaction also constitutes a “change in control,” as defined below, the holder can require us to purchase all or a portion of its CODES as described under “Repurchase of CODES at Option of Holders—Change in Control.”

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Settlement Upon Conversion

(1) Conversion on or prior to the final notice date. In the event that we receive your notice of conversion on or prior to the day that is 23 business days prior to maturity or, with respect to CODES being redeemed, the applicable redemption date (the “final notice date”), the following procedures will apply:

If we elect to satisfy all or any portion of our obligation (the “conversion obligation”) in cash, we will notify the converting holder through the trustee of the dollar amount to be satisfied in cash (which must be expressed either as 100% of the conversion obligation or as a fixed dollar amount) at any time on or before the date that is five trading days following receipt of the converting holder’s notice of conversion (the “cash settlement notice period”). If we timely elect to satisfy all or any portion of our conversion obligation in cash, the converting holder may retract its conversion notice at any time during the two-trading-day period beginning on the day after the final day of the cash settlement notice period (the “conversion retraction period”). No such retraction may be made (and a conversion notice will be irrevocable) if we do not elect to satisfy all or any portion of our conversion obligation in cash (other than cash in lieu of any fractional shares). If the conversion notice has not been retracted, then settlement (in cash and/or shares of our common stock) will occur on the third trading day following the final day of the 20-trading-day period beginning on the third trading day following the final day of the conversion retraction period (the “cash settlement averaging period”). The amount of cash and/or shares we will deliver in respect of a conversion obligation (the “settlement amount”) will be computed as follows:

• If we elect to satisfy the entire conversion obligation in shares of our common stock, we will deliver to you a number of shares of our common stock equal to:

• the aggregate principal amount of the CODES to be converted divided by 1,000, multiplied by

• the then-effective conversion rate.

• If we elect to satisfy the entire conversion obligation in cash, we will deliver to you cash in an amount equal to:

• a number equal to (a) the aggregate principal amount of the CODES to be converted divided by 1,000, multiplied by (b) the then-effective conversion rate, multiplied by

• the arithmetic average of the volume-weighted average prices (as defined below under “—Settlement Upon Conversion”) of our common stock for each trading day during the cash settlement averaging period.

• If we elect to satisfy a portion of the conversion obligation in cash (other than 100%), we will deliver to you that specified cash amount (the “cash amount”) plus the number of shares of our common stock equal to the greater of:

• zero, and

• the excess, if any, of

• the number of shares of our common stock equal to (X) the aggregate principal amount of the CODES to be converted divided by 1,000, multiplied by (Y) the then-effective conversion rate, minus

• the number of shares of our common stock equal to the quotient of (X) the cash amount, divided by (Y) the arithmetic average of the volume-weighted average prices of our common stock for each trading day during the cash settlement averaging period.

(2) Conversion after the final notice date. In the event that we receive your notice of conversion after the final notice date, we will not send individual notices of our election to satisfy all or any portion of the conversion obligation in cash. Instead, if we elect to satisfy all or any portion of the conversion obligation in cash, we will send a single notice to the trustee of the dollar amount to be satisfied in cash (which must be expressed either as 100% of the conversion obligation or as a fixed dollar amount) at any time on or before the final notice date.

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Settlement amounts will be computed and settlement dates will be determined in the same manner as set forth above under “—Conversion on or prior to the final notice date” except that the “cash settlement averaging period” shall be the 20 consecutive trading days ending on the third trading day prior to the maturity date or the applicable redemption date, as applicable. If we elect to satisfy all or any portion of our conversion obligation in respect of conversions made after the final notice date in cash, converting holders may retract a conversion notice that was given after the final notice date at any time prior to the close of business on the day that is two business days prior to the redemption date or the business day immediately preceding the maturity date, as the case may be. Settlement (in cash and/or shares) will occur on the third trading day following the final day of such cash settlement averaging period.

(3) Conversion after irrevocable election to pay principal in cash. At any time prior to maturity, we may irrevocably elect, in our sole discretion without the consent of the holders of the CODES, by notice to the trustee and the holders of the CODES to satisfy in cash 100% of the principal amount of the CODES converted after the date of such election. After making such an election, we still may satisfy our conversion obligation to the extent it exceeds the principal amount in cash or common stock or a combination of cash and common stock. If we elect to satisfy all or a portion of the remainder of our conversion obligation in cash, we will provide notice of our election in the same manner as set forth above under either “—Conversion after the final notice date” or “—Conversion on or prior to the final notice date,” whichever is applicable. Settlement amounts will be computed and settlement dates will be determined in the same manner as set forth under “—Conversion after the final notice date” or “—Conversion on or prior to the final notice date,” as applicable.

The “volume-weighted average price” of one share of our common stock on any trading day will be the volume-weighted average prices as displayed under the heading “Bloomberg VWAP” on Bloomberg Page CSGS <equity> AQR in respect of the period from 9:30 a.m. to 4:00 p.m. (New York City time) on that trading day (or if such volume-weighted average price is not available, the market value of one share of our common stock on such trading day as we determine in good faith using a volume-weighted method).

Notwithstanding the above, if our common stock experiences any non-trading event on any day during the original cash settlement averaging period (determined assuming our common stock experienced no non-trading event during that period) that would result in a volume-weighted average price being determined later than the eighth trading day after the last day of the original cash settlement averaging period, then we will determine any delayed and undetermined prices on that eighth trading day based on our good faith estimate of our common stock’s value on the day on which such non-trading event occurred.

We will not issue fractional shares of our common stock upon conversion of CODES. Instead, we will pay a cash amount based upon the closing price of our common stock on the trading day that is three business days prior to the conversion date.

Conversion Procedures

Except as described below, if you convert your CODES on any day other than an interest payment date, you will not receive any payment in cash with respect to interest (including contingent interest and additional amounts, if any) that has accrued on those CODES since the prior interest payment date. If you convert your CODES after a record date for an interest payment but prior to the corresponding interest payment date, you (or, if you were not the holder on the record date, the predecessor holder on the record date) will receive on the interest payment date interest accrued and unpaid on such CODES (including contingent interest and additional amounts, if any), notwithstanding the conversion of such CODES prior to such interest payment date. At the time of conversion of such CODES, however, you must pay us an amount equal to the interest (including contingent interest and additional amounts, if any) that you (or, if you were not the holder on the record date, the predecessor holder on the record date) will receive on the interest payment date on the CODES being converted. The preceding sentence, however, does not apply if you convert, after a record date for an interest payment but prior to the corresponding interest payment date, CODES that we call for redemption prior to such conversion on

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a redemption date that is on or prior to the second business day after such interest payment date. Accordingly, if we call your CODES for redemption on a date that is after a record date for an interest payment but on or prior to the second business day after the corresponding interest payment date, and prior to the redemption date you choose to convert your CODES, you will not be required to pay us, at the time you surrender such CODES for conversion, the amount of interest on such CODES that you will receive on the interest payment date.

You will not be required to pay any transfer taxes or duties relating to the issuance or delivery of our common stock if you exercise your conversion rights, but you will be required to pay any transfer taxes or duties which may be payable relating to any transfer involved in the issuance or delivery of common stock in a name other than yours. If you convert any CODES within two years after its original issuance, any common stock issuable upon conversion will not be issued or delivered in a name other than yours unless the applicable restrictions on transfer have been satisfied. See “Notice to Investors.” Certificates representing shares of our common stock will be issued or delivered only after all applicable transfer taxes and duties, if any, payable by you have been paid.

To convert interests in a global CODES, you must deliver to DTC the appropriate instruction form for conversion pursuant to DTC’s conversion program. To convert a definitive CODES (should CODES become issuable in definitive form), you must:

• complete the conversion notice on the back of the CODES (or a facsimile thereof);

• deliver the completed conversion notice and the CODES to be converted to the specified office of the conversion agent;

• pay all funds required, if any, relating to interest on the CODES to be converted to which you are not entitled, as described in the second preceding paragraph; and

• pay all transfer taxes or duties, if any, as described in the preceding paragraph.

The “conversion date” will be the date on which all of the foregoing requirements have been satisfied. The CODES will be deemed to have been converted immediately prior to the close of business on the conversion date. We will deliver, or cause to be delivered, to you cash, shares of our common stock or a combination of cash and shares, as described above under “—Settlement Upon Conversion,” together with any cash payment for your fractional shares as soon as practicable on or after the conversion date, subject to satisfaction of the cash settlement averaging period provisions, if applicable.

The conversion agent will determine on our behalf if the CODES are convertible upon satisfaction of the common stock price condition at the end of each quarter, in each case notifying us and the trustee. Whenever the CODES become convertible (or, in the case of conversion upon satisfaction of CODES price condition, whenever the conversion agent has determined that such CODES price condition is met), we or, at our request, the trustee in our name and at our expense, will notify the holders of the event triggering such convertibility in accordance with the indenture, and we will issue a press release through Dow Jones & Company, Inc. or Bloomberg Business News containing the relevant information and make this information available on our website or through another public medium as we may use at that time. Any notice so given will be conclusively presumed to have been duly given, whether or not the holder receives such notice.

Conversion Rate Adjustments

We will adjust the initial conversion rate for certain events, including:

(1) the issuance of shares of our common stock as a dividend or a distribution on our common stock, in which event the conversion rate will be adjusted by multiplying the conversion rate then in effect by a fraction:

• the numerator of which is the sum of (a) the number of shares of our common stock outstanding on the record date fixed for the dividend or distribution plus (b) the total number of shares constituting the dividend or distribution; and

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• the denominator of which is the number of shares of our common stock outstanding on the record date fixed for the dividend or distribution;

(2) subdivisions, splits, combinations and reclassifications of our common stock, in which event the conversion rate then in effect will be proportionately increased or reduced;

(3) the issuance by us of rights or warrants to all or substantially all holders of our common stock entitling holders to subscribe for or purchase shares of our common stock (or securities convertible into our common stock) at less than (or having a conversion price per share less than) the then-current market price of our common stock, in which event the conversion rate will be adjusted by multiplying the conversion rate then in effect by a fraction:

• the numerator of which is the sum of (a) the number of shares of our common stock outstanding on the record date fixed for the distribution plus (b) the total number of additional shares of our common stock offered for subscription or purchase (or into which such convertible securities could be converted); and

• the denominator of which is the sum of (a) the number of shares of our common stock outstanding on the record date fixed for the distribution plus (b) the total number of shares of our common stock that the aggregate offering price of the total number of shares offered for subscription or purchase (or the aggregate conversion price of such convertible securities) would purchase at the then-current market price;

(4) distributions to all or substantially all holders of our common stock of our assets, debt securities or other evidences of our indebtedness, shares of our capital stock or rights or warrants to purchase our securities (excluding (A) any dividend, distribution or issuance covered by clause (1) or (3) above and (B) any dividend or distribution paid exclusively in cash), in which event the conversion rate will be adjusted by multiplying the conversion rate then in effect by a fraction:

• the numerator of which is the then-current market price of a share of our common stock; and

• the denominator of which is (a) the then-current market price of a share of our common stock minus (b) the fair market value, as determined by our board of directors, except as described in the following sentence, of the portion of those assets, debt securities or other evidences of our indebtedness, shares of capital stock or rights or warrants so distributed applicable to one share of common stock on the declaration date for such distribution;

In the event that we make a distribution to all holders of our common stock that consists of shares of capital stock of, or similar equity interests in, a subsidiary or other business unit of ours, any conversion rate adjustment will be based on the market value of the securities so distributed relative to the market value of our common stock, in each case based on the average of the closing prices of those securities for each of the 10 trading days commencing on and including the fifth trading day after the date on which “ex-dividend trading” commences for such dividend or distribution on the Nasdaq National Market, the New York Stock Exchange or such principal other national or regional exchange or market on which the securities are then listed or quoted;

(5) dividends or other distributions consisting exclusively of cash to all or substantially all holders of our common stock, in which event the conversion rate will be adjusted by multiplying the conversion rate then in effect by a fraction:

• the numerator of which will be the then-current market price per share of our common stock; and

• the denominator of which will be (a) the then-current market price per share of our common stock minus (b) the amount per share of such dividend or distribution; and

(6) purchases of our common stock pursuant to a tender offer or exchange offer made by us or any of our subsidiaries to the extent that the same involves an aggregate consideration that, together with:

• the aggregate of cash and the fair market value of any other consideration paid in any other tender offer by us or any of our subsidiaries for our common stock expiring within the 12 months preceding such tender offer for which no adjustment has been made, plus

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• the aggregate amount of any all-cash distributions referred to in clause (5) above to all holders of our common stock within 12 months preceding the expiration of such tender offer for which no adjustments have been made,

exceeds 10% of our market capitalization on the expiration of such tender offer, in which event the conversion rate will be adjusted by multiplying the conversion rate then in effect by a fraction:

• the numerator of which will be the product of (a) the number of shares of our common stock outstanding (including any tendered shares) at the expiration of the tender offer and (b) the then-current market price of a share of our common stock at such expiration time; and

• the denominator of which will be (a) the product of (X) the number of shares of our common stock outstanding (including any tendered shares) at the expiration of the tender or exchange offer and (Y) the then-current market price of our common stock at such expiration time minus (b) the amount by which such combined amount exceeds 10% of our market capitalization.

The “then-current market price” on any date means the average of the closing prices per share of common stock for the 10 consecutive trading days prior to such date. Our “market capitalization,” on any date, means the product of the closing price of our common stock multiplied by the number of shares of our common stock outstanding on such date.

We will not make an adjustment in the conversion rate unless such adjustment would require a change of at least 1% in the conversion rate then in effect; provided, that we will carry forward any adjustments that are less than 1% of the conversion rate then in effect and make an aggregate adjustment representing all such carried forward adjustments, even if that aggregate adjustment is less than 1%, upon the earlier of:

• a date (determined by us) that may be no more than one year following the date of the first such adjustment carried forward; and

• any time at which any holder surrenders for conversion any CODES we call for redemption as described under “—Conversion Rights—Conversion Upon Notice of Redemption” above.

Once we make any such aggregate adjustment, we will recommence carrying forward any adjustments in the manner described above until such time as we are required to make another aggregate adjustment.

If rights or warrants for which an adjustment to the conversion rate has been made expire unexercised, the conversion rate will be readjusted to take into account the actual number of such rights or warrants which were exercised.

If we:

• reclassify or change our common stock (other than changes resulting from a subdivision or combination); or

• consolidate or combine with or merge into or are a party to a binding share exchange with any person or sell or convey to another person all or substantially all of our property and assets,

and the holders of our common stock receive (or the common stock is converted into) stock, other securities or other property or assets (including cash or any combination thereof) with respect to or in exchange for their common stock, then, at the effective time of the transaction, the holders of the CODES may convert the CODES into the consideration they would have received if they had converted their CODES immediately prior to the reclassification, change, consolidation, combination, merger sale or conveyance. We may not become a party to any such transaction unless its terms are consistent with the foregoing.

In the event we elect to make a distribution described under clause (3) or (4) of the first paragraph of this subsection “—Conversion Rate Adjustments,” which, in the case of clause (4), has a per share value equal to

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more than 5% of the then-current market price of our shares of common stock on the business day immediately preceding the declaration date for the distribution, we will be required to give notice to the holders of CODES at least 20 days prior to the ex-dividend date for the distribution and, upon the giving of notice, the CODES may be surrendered for conversion at any time until the close of business on the business day prior to the ex-dividend date or until we announce that the distribution will not take place. No adjustment to the conversion rate or the ability of a holder of a CODES to convert will be made in respect of a distribution described under clauses (1), (3), (4) and (5) of such paragraph if the holder will otherwise participate in the distribution without conversion.

In the case of any distribution described under (4) of the first paragraph of this subsection “—Conversion Rate Adjustments,” in which:

• the fair market value of such distribution applicable to one share of common stock equals or exceeds the average of the closing prices of our common stock over the 10-consecutive trading-day period ending on the record date for such distribution, or

• such average closing price exceeds the fair market value of such distribution by less than $1.00,

then, in each such case, rather than being entitled to an adjustment in the conversion rate, adequate provision shall be made so that each holder of a CODES shall have the right to receive upon conversion of a CODES, in addition to cash and/or shares of our common stock as specified by the terms of those CODES, the kind and amount of such distribution that such holder would have received if it had converted its CODES entirely into common stock immediately prior to the record date for determining the shareholders entitled to receive the distribution at the conversion rate then in effect.

If a taxable distribution to holders of our common stock or other transaction occurs which results in any adjustment of the conversion rate (including an adjustment at our option), you may in certain circumstances be deemed to have received a distribution subject to U.S. federal income tax as a dividend. In certain other circumstances, the absence of an adjustment may result in a taxable dividend to the holders of our common stock. See “Material United States Federal Income Tax Considerations.”

To the extent permitted by law, from time to time we may increase the conversion rate or reduce the conversion price of the CODES by any amount for any period of at least 20 days. In that case, we will give at least 15 days’ notice of such change. We may also increase the conversion rate or reduce the conversion price as our board of directors deems advisable to avoid or diminish any income tax to holders of our common stock resulting from any dividend or distribution of stock (or rights to acquire stock) or from any event treated as such for income tax purposes. In no event will we take any action that would require adjustment to the conversion rate or the conversion price nor will we make any such adjustment, if such adjustment would require us to issue, upon conversion of the CODES, a number of shares of our common stock that would require us to obtain prior shareholder approval under the rules and regulations of the Nasdaq National Market and, if applicable, the rules of any other exchange or quotation system on which our common stock is then traded without obtaining such prior shareholder approval.

The applicable conversion rate will not be adjusted:

• upon the issuance of any shares of our common stock pursuant to any option, warrant, right or convertible security outstanding as of the date the CODES are initially issued;

• for a change solely in the par value of the common stock; or

• for accrued and unpaid interest (including contingent interest and additional amounts, if any).

Adjustments to the applicable conversion rate will be calculated to the nearest 1/10,000^th of a share of common stock.

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If we adjust the conversion rate or conversion price pursuant to the above provisions, we will issue a press release through Dow Jones & Company, Inc. or Bloomberg Business News containing the relevant information and make this information available on our website or through another public medium as we may use at that time.

Subordination

The payment of principal, interest (including contingent interest and additional amounts, if any) and premium, if any, on the CODES will be subordinated in right of payment, as set forth in the indenture, to the prior payment in full in cash of all of our senior indebtedness (as defined below), including senior indebtedness incurred after the date the CODES are issued.

Upon any distribution to our creditors in a liquidation or dissolution of us or in a bankruptcy, reorganization, insolvency, receivership or similar proceeding relating to us or our property, an assignment for the benefit of creditors or any marshalling of our assets and liabilities, the holders of senior indebtedness will be entitled to receive payment in full in cash or cash equivalents of all obligations due in respect of such senior indebtedness (including interest after the commencement of any such proceeding at the rate specified in the applicable senior indebtedness, whether or not an allowable claim in any such proceeding) before you will be entitled to receive any payment with respect to your CODES, and until all obligations with respect to senior indebtedness are paid in full in cash, any distribution to which you would be entitled will be made to the holders of senior indebtedness. In the event of any acceleration of the CODES because of an event of default, the holders of any outstanding senior indebtedness would be entitled to payment in full in cash or other payment satisfactory to the holder of senior indebtedness of all senior indebtedness before the holders of the CODES are entitled to receive any payment or distribution. We and the trustee are required under the indenture to promptly notify holders of senior indebtedness if payment of the CODES is accelerated because of an event of default.

We may not make any payment on the CODES if:

• a default in the payment of designated senior indebtedness (as defined below) occurs and is continuing beyond any applicable period of grace or any other default on designated senior indebtedness occurs and the maturity of such designated senior indebtedness is accelerated in accordance with its terms (called a “payment default”); or

• a default, other than a payment default, on any designated senior indebtedness occurs and is continuing that permits holders of designated senior indebtedness to accelerate its maturity without further notice (except such notice as may be required to effect such acceleration), or in the case of a lease, a default occurs and is continuing that permits the lessor to either terminate the lease or require us to make an irrevocable offer to terminate the lease following an event of default under the lease, and the trustee receives a notice of such default (called a “payment blockage notice”) from a holder of designated senior indebtedness or any other person permitted to give such notice under the indenture (called a “non-payment default”).

We may resume payments and distributions on the CODES:

• in case of a payment default, upon the date on which such default is cured or waived or ceases to exist; and

• in case of a non-payment default, the earlier of the date on which such non-payment default is cured or waived or ceases to exist or 179 days after the date on which the payment blockage notice is received by us and the trustee.

No new period of payment blockage may be commenced pursuant to a payment blockage notice unless 360 days have elapsed since the initial effectiveness of the immediately prior payment blockage notice. No non-payment default that existed or was continuing on the date of delivery of any payment blockage notice shall be the basis for any later payment blockage notice unless such default shall have been cured or waived for a period of not less than 90 consecutive days.

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If the trustee or any holder of the CODES receives a payment in respect of the CODES when the payment would be prohibited by the subordination provisions of the CODES and the indenture, and the trustee or the holder has actual knowledge that the payment is prohibited, then the trustee or the holder, as the case may be, will hold the payment in trust for the benefit of the holders of senior indebtedness. Upon the proper written request of the holders of senior indebtedness, the trustee or the holder, as the case may be, will deliver the amounts in trust to the holders of senior indebtedness or their proper representative.

As a result of the subordination provisions described above, in the event of a liquidation or insolvency, you may recover less ratably than our creditors who are holders of senior indebtedness. See “Risk Factors—Risks Related to the CODES and the Common Stock into which the CODES are Convertible—Your right to receive payments under the CODES is junior to our existing senior debt and certain future borrowings.” You will receive payment on your CODES only if we have funds remaining after we have paid any existing and future senior indebtedness.

Our right to receive any assets of any of our subsidiaries upon their liquidation or reorganization, and therefore the right of the holders to participate in those assets, will be effectively subordinated to the claims of the subsidiary’s creditors, including trade creditors. In addition, even if we were a creditor to any of our subsidiaries, our rights as a creditor would be subordinate to any security interest in the assets of our subsidiaries and any indebtedness of our subsidiaries senior to that held by us.

“Designated senior indebtedness” means any senior indebtedness which, at the date of determination, has an aggregate principal amount outstanding of at least $25 million and is specifically designated as “designated senior indebtedness” for purposes of the indenture in the instrument creating or evidencing such indebtedness, or any related agreements or documents to which we are a party, provided that the instrument, agreement or other document may place limitations and conditions on the right of the creditor to exercise the rights of the designated senior indebtedness.

“Senior indebtedness” means:

• all existing and future indebtedness of ours outstanding under credit facilities and all hedging obligations with respect to that indebtedness and any other existing and future indebtedness incurred by us, unless the instrument under which that indebtedness is incurred expressly provides that it is pari passu with or subordinated in right of payment to the CODES; and

• all principal, interest (including interest accruing on or after the filing of any petition in bankruptcy or for reorganization, whether or not a claim for post-filing interest is allowed in such proceeding), premium, penalties, fees, charges, expenses, indemnification, reimbursement obligations, damages, guarantees and other liabilities or amounts payable under the documentation governing any indebtedness of ours referred to above.

Notwithstanding anything to the contrary in the foregoing, senior indebtedness will not include:

• any liability for federal, state, local or other taxes owed or owing by CSG Systems;

• any indebtedness of CSG Systems to any of our subsidiaries or other affiliates; or

• any trade payables of CSG Systems.

“Indebtedness” means, with respect to any person, any indebtedness of that person, whether or not contingent, in respect of borrowed money or evidenced by bonds, debentures or similar instruments or letters of credit (or reimbursement agreements in respect thereof) or banker’s acceptances or representing capital lease obligations or the balance deferred and unpaid of the purchase price of any property or representing any hedging obligations if and to the extent any of the foregoing indebtedness (other than letters of credit and hedging obligations) would appear as a liability upon a balance sheet of such person prepared in accordance with GAAP, as well as all indebtedness of others secured by a lien on any assets of such person (whether or not such indebtedness is assumed by such person) and, to the extent not otherwise included, the guarantee by such person of any indebtedness of any other person.

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The indenture does not restrict the creation of senior indebtedness or any other indebtedness in the future. For information concerning our potential incurrence of additional senior indebtedness, see “Risk Factors—Risks Related to the CODES and the Common Stock into which the CODES are Convertible—Your right to receive payments under the CODES is junior to our existing senior debt and certain future borrowings.”

Contingent Interest

We will pay contingent interest to the holders of CODES during any six-month period from and including an interest payment date to but excluding the next interest payment date, commencing with the six-month period beginning June 15, 2011, if the average trading price of the CODES for the five consecutive trading days ending on the second trading day immediately preceding the first day of the six-month period equals 120% or more of the principal amount of the CODES.

The rate of contingent interest payable in respect of any such six-month interest period will equal 0.25% of the average trading price of the CODES over the measuring period triggering the contingent interest payment. Contingent interest, if any, will accrue from the first day of any interest period and be payable on the interest payment date at the end of the relevant six-month period to holders of the CODES as of the record date relating to such interest payment date.

Upon determination that CODES holders will be entitled to receive contingent interest which may become payable during a relevant six-month period, on or prior to the start of such six-month period, we will issue a press release through Dow Jones & Company, Inc. or Bloomberg Business News containing the relevant information and make this information available on our website or through another public medium as we may use at that time.

Optional Redemption by CSG Systems

No sinking fund is provided for the CODES.

Prior to June 20, 2011, the CODES will not be redeemable at our option. At any time on or after June 20, 2011, we may redeem the CODES for cash as a whole at any time, or from time to time in part, at a repurchase price equal to 100% of the principal amount of such CODES plus any accrued and unpaid interest (including contingent interest and additional amounts, if any) to, but excluding, the redemption date. If the redemption date is on a date that is after a record date and on or prior to the corresponding interest payment date, we will pay such interest to the holder of record on the corresponding record date, which may or may not be the same person to whom we will pay the redemption price and the redemption price will be 100% of the principal amount of CODES redeemed.

We will give not less than 20 days nor more than 60 days notice of any redemption by mail to holders of CODES. CODES or portions of CODES called for redemption will be convertible by the holder until the close of business on the second business day prior to the redemption date. You will receive shares of our common stock upon any such conversion unless we have given notice, as set forth under “—Settlement Upon Conversion—Conversion after the final notice date” above, at least 23 business days prior to the redemption date that we intend to settle all or a portion of any conversions in cash. If we redeem less than all of the outstanding CODES, the trustee shall select the CODES to be redeemed on a pro rata basis if permitted by the procedures of DTC, or otherwise by lot, in principal amounts of $1,000 or integral multiples of $1,000. If a portion of a holder’s CODES is selected for partial redemption and the holder thereafter converts a portion of the CODES, the converted portion shall be deemed to be part or all, as the case may be, of the portion selected for redemption.

Any notice of redemption shall include, among other things, (1) a statement regarding the holder’s right to convert the CODES, (2) the date by which the CODES called for redemption may be converted and (3) should the holder elect to convert CODES that we have called for redemption, the date on which the cash settlement averaging period will commence if we elect to satisfy all or a portion of that conversion obligation in cash. Notices of redemption may not be conditional.

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We may also, to the extent permitted by applicable law and agreements governing our other debt (if any), at any time purchase CODES in the open market or by tender at any price or by private agreement. Any CODES so purchased by us may, to the extent permitted by applicable law, be reissued or resold or may be surrendered to the trustee for cancellation. Any CODES surrendered to the trustee may not be reissued or resold and will be canceled promptly.

Repurchase of CODES at Option of Holders

General

On June 15, 2011, June 15, 2016 and June 15, 2021 (each, a “repurchase date”), each holder will have the right, at the holder’s option but subject to the terms and conditions of the indenture, to require us to purchase for cash all or any portion of the holder’s CODES in integral multiples of $1,000 principal amount, at a repurchase price equal to 100% of the principal amount of those CODES plus any accrued and unpaid interest (including contingent interest and additional amounts, if any) to, but excluding, the repurchase date. Any interest payable on such repurchase date (including contingent interest and additional amounts, if any) shall be paid to the holder of record on the record date immediately preceding such repurchase date.

Holders may submit their CODES for purchase to the paying agent at any time from the opening of business on the date that is 20 business days prior to the repurchase date until the close of business on the third business day prior to the repurchase date. We will be required to give notice on a date not less than 20 business days prior to each repurchase date to the trustee, to all holders of CODES at their addresses shown in the register of the registrar and to beneficial owners as required by applicable law, stating among other things the procedures that holders must follow to require us to repurchase their CODES. See “Repurchase of CODES at Option of Holders—Procedures.”

Change in Control

If a change in control occurs, we will be required to purchase the CODES on a date designated by us, which will be no later than 35 business days after the occurrence of such change in control. In this prospectus, we refer to the date on which such purchase will occur as the “change in control purchase date.” Each holder will have the right, at the holder’s option but subject to the terms and conditions of the indenture, to require us to purchase for cash all or any portion of the holder’s CODES in integral multiples of $1,000 principal amount, at a repurchase price equal to 100% of the principal amount of those CODES plus any accrued and unpaid interest (including contingent interest and additional amounts, if any) to, but excluding, the change in control purchase date; provided, however, that if holders elect to require us to repurchase the CODES on a date that is after a record date and on or prior to the corresponding interest payment date, we will pay interest in respect of accrued and unpaid interest (including contingent interest and additional amounts, if any) on the CODES being repurchased to, but excluding, the repurchase date to such holders of record on the corresponding record date and the repurchase price will only be 100% of the principal amount of CODES being repurchased.

Within 20 business days after the occurrence of a change in control, we must mail to the trustee, to all holders of CODES at their addresses shown in the register of the registrar and to beneficial owners as required by applicable law a notice regarding the change in control. That notice must state, among other things:

• the events causing a change in control;

• the date of such change in control;

• the last date on which a holder may exercise the purchase right;

• the change in control purchase price;

• the change in control purchase date;

• the name and address of the paying agent and the conversion agent;

• the conversion rate and any adjustments to the conversion rate;

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• that CODES with respect to which a change in control purchase notice is given by the holder may be converted, if otherwise convertible, only if the change in control purchase notice has been withdrawn in accordance with the terms of the indenture; and

• the procedures that holders must follow to exercise these rights. See “Repurchase of CODES at Option of Holders—Procedures.”

Under the indenture, a “change in control” of our company is deemed to have occurred at such time after the original issuance of the CODES when any of the following has occurred:

• the acquisition by any person, including any syndicate or group deemed to be a “person” under Section 13(d)(3) of the Securities Exchange Act of 1934, as amended, of beneficial ownership, directly or indirectly, through a purchase, merger or other acquisition transaction or series of purchases, mergers or other acquisition transactions, of shares of our capital stock entitling that person to exercise 50% or more of the total voting power of all shares of our capital stock entitled to vote generally in elections of directors, other than any acquisition by us, any of our subsidiaries or any of our employee benefit plans (except that such person shall be deemed to have beneficial ownership of all securities that such person has the right to acquire, whether such right is currently exercisable or is exercisable only upon the occurrence of a subsequent condition);

• the first day on which a majority of the members of our board of directors does not consist of continuing directors; or

• the consolidation or merger of us with or into any other person, any merger of another person into us, or any conveyance, transfer, sale, lease or other disposition of all or substantially all of our properties and assets to another person, other than:

(1) any transaction:

• that does not result in any reclassification, conversion, exchange or cancellation of outstanding shares of our capital stock; and

• pursuant to which the holders of 50% or more of the total voting power of all shares of our capital stock entitled to vote generally in elections of directors immediately prior to such transaction have the entitlement to exercise, directly or indirectly, 50% or more of the total voting power of all shares of our capital stock entitled to vote generally in elections of directors of the continuing or surviving person immediately after giving effect to such transaction; or

(2) any merger solely for the purpose of changing our jurisdiction of incorporation and resulting in a reclassification, conversion or exchange of outstanding shares of common stock solely into shares of common stock of the surviving entity.

However, a change in control will be deemed not to have occurred if:

• the closing price per share of our common stock for any five trading days within the period of 10 consecutive trading days ending immediately:

• after the later of the change in control or the public announcement of the change in control, in the case of a change in control under the first or second bullet point above, or

• before the change in control, in the case of a change in control under the third bullet point above,

equals or exceeds 105% of the conversion price of the CODES in effect on each such trading day; or

• at least 90% of the consideration in the transaction or transactions (other than cash payments for fractional shares and cash payments made in respect of dissenters’ appraisal rights) constituting a change in control consists of shares of common stock traded or to be traded immediately following such change in control on the Nasdaq National Market or a national securities exchange or automated inter-dealer quotation system and, as a result of the transaction or transactions, the CODES become convertible solely into such common stock (and any rights attached thereto).

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Beneficial ownership shall be determined in accordance with Rules 13d-3 and 13d-5 under the Exchange Act. The term “person” includes any syndicate or group that would be deemed to be a “person” under Section 13(d)(3) under the Exchange Act.

“Continuing directors” means, as of any date of determination, any member of our board of directors who:

• was a member of the board of directors on the date of this prospectus; or

• was nominated for election or elected to the board of directors with the approval of two-thirds of the continuing directors who were members of the board at the time of a new director’s nomination or election.

The definition of “change in control” includes a phrase relating to the conveyance, sale, transfer, lease or disposition of “all or substantially all” of our properties and assets. There is no precise, established definition of the phrase “substantially all” under New York law, which is the law governing the indenture and the CODES. In interpreting this phrase, courts, among other things, make a subjective determination as to the portion of assets conveyed, considering many factors, including the value of assets conveyed, the proportion of an entity’s income derived from the assets conveyed and the significance of those assets to the ongoing business of the entity. To the extent the meaning of such phrase is uncertain, there may be uncertainty as to whether a change in control has occurred and, therefore, as to whether you will have the right to require us to repurchase your CODES.

The change in control purchase feature of the CODES may in certain circumstances make more difficult or discourage a takeover of CSG Systems. This feature does not, however, result from our knowledge of any specific effort to accumulate shares of our common stock or to obtain control of us by any means or any plan by us to adopt a series of anti-takeover provisions. This feature is a standard term contained in other securities similar to the CODES, including those marketed by the initial purchasers of the CODES, and has resulted from our negotiations with them.

Procedures

To exercise the right to require us to repurchase CODES, whether on a repurchase date or in connection with a change in control, the holder must deliver a written notice (a “holder purchase notice”) that must be received by the paying agent no later than the close of business on the third business day prior to the repurchase date or the change in control purchase date, as applicable. That holder purchase notice must state:

• the certificate numbers of the holder’s CODES to be delivered for repurchase;

• the portion of the principal amount of CODES to be repurchased, which portion must be $1,000 or an integral multiple of $1,000; and

• that we are to purchase such CODES pursuant to the applicable provisions of the CODES.

A holder may withdraw any holder purchase notice by delivering a written notice of withdrawal to the paying agent prior to the close of business on the repurchase date or the change in control purchase date, as applicable. The notice of withdrawal must state:

• the principal amount of the CODES being withdrawn;

• the certificate numbers of the CODES being withdrawn, or such information as may be required under applicable DTC procedures; and

• the principal amount, if any, of the CODES that remain subject to a change in control purchase notice or the change in control purchase notice, as applicable.

In connection with any repurchase offer or purchase offer in the event of a change in control, we will, to the extent applicable, comply with the provisions of Rule 13e-4, Rule 14e-1 and any other tender offer rules and make any filings under the Exchange Act which may then be applicable or required.

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Our obligation to pay the repurchase price or the change in control purchase price, as applicable, for a CODES for which a holder purchase notice has been delivered and not validly withdrawn is conditioned upon the holder delivering the CODES, together with necessary endorsements, to the paying agent at any time after the delivery of the holder purchase notice. We will cause the repurchase price or the change in control purchase price, as applicable, for such CODES to be paid in cash promptly following the later of the repurchase date or the change in control purchase date, as applicable, or the time of delivery of such CODES.

If the paying agent holds money sufficient to pay the repurchase price or the change in control purchase price, as applicable, of the CODES on the business day following the repurchase date or the change in control purchase date, respectively, in accordance with the terms of the indenture, then, immediately after such date, the CODES will cease to be outstanding and interest on such CODES will cease to accrue, whether or not such CODES are delivered to the paying agent. Thereafter, all other rights of the holder shall terminate, other than the right to receive the repurchase price or the change in control purchase price, as applicable, upon delivery of the CODES.

We may not purchase any CODES at the option of holders, whether on a repurchase date or in connection with a change in control, if an event of default with respect to such CODES has occurred and is continuing, other than a default in the payment of the repurchase price or the change in control purchase price, as applicable, with respect to such CODES. In addition, our ability to purchase CODES may be limited by the terms of our then-existing borrowing agreements, applicable law and our ability to obtain funds for such purchase through dividends and other payments by our subsidiaries.

For a discussion of the tax treatment of a holder receiving cash on the repurchase of CODES, see “Material United States Federal Income Tax Considerations—U.S. Holders—Sale, Exchange, Conversion, Repurchase or Redemption of the CODES.”

Events of Default

Each of the following constitutes an event of default under the indenture:

• our failure to pay when due (i) the principal of or premium, if any, on any of the CODES at maturity, upon redemption or exercise of a repurchase right or otherwise or (ii) the settlement amount required upon conversion;

• our failure to pay when due an installment of interest (including contingent interest and additional amounts, if any) on any of the CODES for 30 days after the date when due and payable;

• our failure to perform or observe any other term, covenant or agreement in the indenture or the CODES for a period of 60 consecutive days after notice of such failure, requiring us to remedy the same, shall have been given to us by the trustee or to us and the trustee by holders of 25% or more in aggregate principal amount of the CODES then outstanding;

• a default under any indebtedness for money borrowed by us or any of our subsidiaries (other than intercompany indebtedness) the aggregate outstanding principal amount of which is in an amount in excess of $10 million, for a period of 30 days after written notice to us by the trustee or to us and the trustee by holders of at least 25% in aggregate principal amount of the CODES then outstanding, which default:

• is caused by a failure to pay principal or interest due on such indebtedness by the end of the applicable grace period, if any, unless such indebtedness is discharged; or

• results in the acceleration of such indebtedness, unless such acceleration is waived, cured, rescinded, annulled or such indebtedness is discharged; or

• certain events of bankruptcy, insolvency, receivership or reorganization with respect to us or any substantial part of our property, including without limitation any of our subsidiaries that is a “significant subsidiary” (as defined in Rule 405 under the Securities Act) or any group of two or more subsidiaries that, taken as a whole, would constitute a significant subsidiary.

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The indenture provides that the trustee will, within 90 days of the occurrence of a default, give to the registered holders of the CODES notice of all uncured defaults known to it, but the trustee will be protected in withholding such notice if it, in good faith, determines that the withholding of such notice is in the best interest of such registered holders, except in the case of a default in the payment of the principal of, or interest (including contingent interest or additional amounts, if any) on, any of the CODES when due or in the payment of any redemption or repurchase obligation.

If an event of default specified in the last bullet point above occurs and is continuing with respect to CSG Systems, then automatically the principal of all outstanding CODES, and any accrued and unpaid interest thereon (including contingent interest and additional amounts, if any) shall become immediately due and payable. If any other event of default shall occur and be continuing (the default not having been cured or waived as provided under “—Modification and Waiver” below), the trustee or the holders of at least 25% in aggregate principal amount of the CODES then outstanding may declare the CODES due and payable at their principal amount together with accrued interest (including contingent interest and additional amounts, if any). Upon any such acceleration the trustee may, at its discretion, proceed to protect and enforce the rights of the holders of CODES by appropriate judicial proceedings. Such declaration may be rescinded with the written consent of the holders of a majority in aggregate principal amount of the CODES then outstanding upon the conditions provided in the indenture.

The indenture contains a provision entitling the trustee, subject to the duty of the trustee during default to act with the required standard of care, to be indemnified by the holders of CODES before proceeding to exercise any right or power under the indenture at the request of such holders. The indenture provides that the holders of a majority in aggregate principal amount of the CODES then outstanding through their written consent may direct the time, method and place of conducting any proceeding for any remedy available to the trustee or exercising any trust or power conferred upon the trustee.

We will be required to furnish annually to the trustee a statement as to the fulfillment of our obligations under the indenture.

Modification and Waiver

The indenture, including the terms and conditions of the CODES, may be modified or amended by us and the trustee, without the consent of the holder of any CODES, for the purposes of, among other things:

• adding to our covenants for the benefit of the holders of CODES;

• surrendering any right or power conferred upon us;

• providing for the assumption of our obligations to the holders of CODES in the case of a permitted merger, consolidation, conveyance, transfer or lease of all or substantially all of our assets;

• complying with the requirements of the SEC in connection with effecting or maintaining the registration of the CODES under the Securities Act or qualifying the indenture under the Trust Indenture Act of 1939, as amended, provided that such modification or amendment does not, in the good faith opinion of a senior executive officer and the trustee, adversely affect the interests of the holders of CODES in any material respect; and

• curing any ambiguity or omission, or correcting or supplementing any defective provision or inconsistency contained in the indenture; provided that such modification or amendment does not, in the good faith opinion of a senior executive officer and the trustee, adversely affect the interests of the holders of CODES in any material respect.

Modifications and amendments to the indenture or to the terms and conditions of the CODES may also be made, and past defaults by us may be waived, with the written consent of the holders of at least a majority in

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aggregate principal amount of the CODES at the time outstanding. However, no such modification, amendment or waiver may, without the written consent or the affirmative vote of the holder of each CODES so affected:

• change the maturity of the principal of or the date any installment of interest (including any payment of contingent interest or additional amounts) is due on any CODES;

• reduce the principal amount, repurchase price, redemption price, change in control purchase price or interest (including contingent interest or additional amounts, if any) on any CODES;

• change the currency of payment of such CODES or interest thereon;

• alter the manner of calculation or rate of accrual of interest (including contingent interest and additional amounts) on any CODES or extend the time of payment of any such amount;

• except as otherwise permitted or contemplated by provisions concerning corporate reorganizations, adversely affect the repurchase rights or the conversion rights of holders of the CODES;

• change the redemption provisions of the indenture in a manner adverse to the holders of the CODES;

• reduce the percentage in aggregate principal amount of CODES outstanding necessary to modify or amend the indenture or to waive any past default; or

• impair the right to institute suit for the enforcement of any payment with respect to, or conversion of, any CODES.

Merger and Sales of Assets

The indenture provides that we may not consolidate with or merge into any other person or convey, transfer, sell, lease or otherwise dispose of all or substantially all of our properties and assets to another person unless, among other things,

• we are the continuing corporation, or the resulting, surviving or transferee person is organized and existing under the laws of the United States, any state thereof or the District of Columbia;

• if we are not the surviving corporation, such person assumes all of our obligations under the CODES and the indenture; and

• we or such successor is not then or immediately thereafter in default under the indenture and no event which, after the giving of notice or the passage of time or both, would become an event of default under the indenture shall have occurred or be continuing.

The occurrence of certain of the foregoing transactions could also constitute a change in control.

The covenant described above includes a phrase relating to the conveyance, transfer, sale, lease or disposition of “all or substantially all” of our properties and assets. There is no precise, established definition of the phrase “substantially all” under New York law, which is the law governing the indenture and the CODES. In interpreting this phrase, courts, among other things, make a subjective determination as to the portion of assets conveyed, considering many factors, including the value of assets conveyed, the proportion of an entity’s income derived from the assets conveyed and the significance of those assets to the ongoing business of the entity. To the extent the meaning of such phrase is uncertain, there may be uncertainty as to whether the restrictions on conveyance, transfer, sale or disposition of our assets described above apply to a particular transaction.

Governing Law

The indenture and the CODES are governed by, and construed in accordance with, the laws of the State of New York.

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Registration Rights

We have entered into a registration rights agreement with the initial purchasers of the CODES for the benefit of the holders of the CODES. Pursuant to the agreement, we have agreed to, at our expense:

• file with the SEC not later than 90 days after the earliest date of original issuance of any of the CODES, a shelf registration statement on such form as we deem appropriate covering resales by holders of all of the CODES and the common stock issuable upon conversion of the CODES;

• use our reasonable best efforts to cause such registration statement to become effective as promptly as is practicable, but in no event later than 180 days after the date of original issuance of the CODES; and

• use our reasonable best efforts to keep the registration statement effective until the earliest of:

• two years after the last date of original issuance of any of the CODES;

• the date when the holders of all of the CODES and the common stock issuable upon conversion of the CODES are able to sell all such securities immediately without restrictions under Rule 144(k) under the Securities Act or any successor provision;

• the date when all of the CODES and our common stock issuable upon conversion of the CODES have ceased to be outstanding (whether as a result of redemption, repurchase and cancellation, conversion or otherwise); and

• the date when all of the CODES and the common stock issuable upon conversion of the CODES are registered under the shelf registration statement and disposed of in accordance with either such registration statement or Rule 144 under the Securities Act or any successor provision.

We have agreed to mail a selling securityholder notice and questionnaire (the “questionnaire”), in substantially the form required by the registration rights agreement, to each holder of CODES and our common stock converted from the CODES to obtain certain information regarding such holders for inclusion in the registration statement and the related prospectus. We have agreed to mail the questionnaire not less than 20 business days (but not more than 40 business days) prior to the time we intend to have the shelf registration statement declared effective. To be named as selling securityholders in the related prospectus at the time of effectiveness of the registration statement, holders must complete and deliver the questionnaire within 20 business days of the date of the questionnaire. Holders that do not complete and deliver a questionnaire prior to the effectiveness of the shelf registration statement will not be named as selling securityholders in the prospectus, but may receive a questionnaire from us upon request. Thereafter, upon receipt of a completed questionnaire from a holder following the effectiveness of the shelf registration statement, we will, as promptly as practicable but in any event within 20 business days, file any pre-effective or post-effective amendments or supplements to the shelf registration statement or to a related prospectus as are necessary to permit such holder to be named as a selling security holder in the prospectus; provided, however, that we shall not be obligated to file more than one such amendment or supplement for all holders during one fiscal quarter.

When we file the shelf registration statement, we will:

• provide to each holder for whom the shelf registration statement was filed copies of the prospectus that is a part of the shelf registration statement;

• notify each such holder when the shelf registration statement has become effective;

• notify each such holder of the commencement of any suspension period (as described below); and

• take certain other actions as are required to permit unrestricted resales of the CODES and the common stock issuable upon conversion of the CODES.

Each holder who sells securities pursuant to the shelf registration statement generally will be:

• required to be named as a selling holder in the related prospectus;

• required to deliver a prospectus to the purchaser;

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• subject to the applicable liability provisions under the Securities Act in connection with the holder’s sales; and

• bound by the provisions of the registration rights agreement that are applicable to the holder (including certain indemnification rights and obligations).

Each holder must notify us not later than three business days prior to any proposed sale by that holder pursuant to the shelf registration statement. This notice will be effective for five business days. We may suspend the holder’s use of the prospectus for a period not to exceed 60 days in any 90-day period, and not to exceed an aggregate of 90 days in any 360-day period, if:

• the prospectus would, in our reasonable judgment, contain a material misstatement or omission as a result of an event that has occurred and is continuing and we reasonably determine in good faith that the disclosure of this material non-public information would have a material adverse effect on us and our subsidiaries taken as a whole; or

• the SEC has notified us of their intention to review our public filings or have provided comments on any of our public filings.

However, if the disclosure relates to a previously undisclosed proposed or pending material business transaction, the disclosure of which would impede our ability to consummate such transaction, we may extend the suspension period from 60 days to 75 days. Each holder, by its acceptance of a CODES, agrees to hold in confidence any communication by us in response to a notice of a proposed sale.

Upon the initial sale of CODES or common stock issued upon conversion of the CODES, each selling holder will be required to deliver a notice of such sale. The notice will, among other things:

• identify the sale as a transfer pursuant to the shelf registration statement;

• certify that the prospectus delivery requirements, if any, of the Securities Act have been complied with; and

• certify that the selling holder and the aggregate principal amount of CODES or number of shares of common stock, as the case may be, owned by such holder are identified in the related prospectus in accordance with the applicable rules and regulations under the Securities Act.

If:

• we have not filed the shelf registration statement prior to or on the 90th day following the earliest date of original issuance of any of the CODES;

• the shelf registration statement has not been declared effective prior to or on the 180th day following the earliest date of original issuance of any of the CODES (the “effectiveness target date”); or

• at any time after the effectiveness target date, the registration statement ceases to be effective or fails to be usable and (1) unless we have exercised our right to suspend the shelf registration statement, we do not cure the registration statement within ten business days by a post-effective amendment or a report filed pursuant to the Exchange Act or (2) we do not terminate the suspension period, described above, by the 60th or 75th day, as the case may be, or the suspension periods exceed an aggregate of 90 days in any 360-day period (each, a “registration default”);

then additional amounts will accrue on the CODES, from and including the day following the registration default to but excluding the day on which the registration default has been cured. Additional amounts will be paid semi-annually in arrears, with the first semi-annual payment due on the first interest payment date, as applicable, following the date on which such additional amounts begin to accrue, and will accrue at a rate per year equal to:

• an additional 0.25% of the principal amount to and including the 90th day following such registration default; and

• an additional 0.50% of the principal amount from and after the 91st day following such registration default.

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In no event will additional amounts accrue at a rate per year exceeding 0.50% as a result of a registration default. If a holder has converted some or all of its CODES into our common stock, the holder will not be entitled to receive additional amounts on such common stock. No additional amounts shall be payable in respect of cash paid in lieu of our common stock upon conversion of the CODES.

If this registration statement does not remain effective, the CODES may not be sold or otherwise transferred except pursuant to an exemption from registration under the Securities Act and applicable state laws or in a transaction not subject to those laws.

Information Concerning the Trustee

Deutsche Bank Trust Company Americas is the trustee, paying agent, conversion agent, registrar and custodian with regard to the CODES. EquiServe Trust Company, N.A. is the transfer agent and registrar for our common stock. The trustee, the transfer agent and their respective affiliates may from time to time in the future provide banking and other services to us in the ordinary course of their business.

We are obligated to pay reasonable compensation to the trustee and to indemnify the trustee against any losses, liabilities or expenses incurred by it in connection with its duties relating to the CODES. The trustee’s claims for such payments will be senior to your claims for such payments in respect of all funds collected or held by the trustee.

Rule 144A Information

We will furnish to the holders, beneficial holders and prospective purchasers of the CODES and our common stock into which the CODES are convertible, upon their request, the information, if any, required by Rule 144A(d)(4) under the Securities Act until such time as these securities are no longer “restricted securities” within the meaning of Rule 144 under the Securities Act.

Form, Denomination and Registration

Denomination and Registration

The CODES are issued in fully registered form, without coupons, in denominations of $1,000 principal amount and whole multiples of $1,000.

Global CODES: Book-Entry Form

Except as provided below, the CODES are evidenced by one or more global CODES deposited with the trustee as custodian for DTC, and registered in the name of Cede & Co. as DTC’s nominee.

Record ownership of the global CODES may be transferred, in whole or in part, only to another nominee of DTC or to a successor of DTC or its nominee, except as set forth below. Owners of beneficial interests in the CODES may hold their interests in the global CODES directly through DTC if such owner is a participant in DTC, or indirectly through organizations that are direct DTC participants if such owner is not a participant in DTC. Transfers between direct DTC participants will be effected in the ordinary way in accordance with DTC’s rules and will be settled in same-day funds. Owners may also beneficially own interests in the global CODES held by DTC through certain banks, brokers, dealers, trust companies and other parties that clear through or maintain a custodial relationship with a direct DTC participant, either directly or indirectly.

So long as Cede & Co., as nominee of DTC, is the registered owner of the global CODES, Cede & Co. for all purposes will be considered the sole holder of the global CODES. Except as provided below, owners of beneficial interests in the global CODES:

• will not be entitled to have certificates registered in their names;

• will not receive or be entitled to receive physical delivery of certificates in definitive form; and

• will not be considered holders of the global CODES.

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We will wire, through the facilities of the trustee, payments of principal, interest (including contingent interest and additional amounts, if any) and premium, if any, on the global CODES to Cede & Co., the nominee of DTC, as the registered owner of the global CODES. None of CSG Systems, the trustee and any paying agent will have any responsibility or be liable for paying amounts due on the global CODES to owners of beneficial interests in the global CODES.

It is DTC’s current practice, upon receipt of any payment of principal of, premium, if any, and interest on the global CODES, to credit participants’ accounts on the payment date in amounts proportionate to their respective beneficial interests in the CODES represented by the global CODES, as shown on the records of DTC, unless DTC believes that it will not receive payment on the payment date. Payments by DTC participants to owners of beneficial interests in CODES represented by the global CODES held through DTC participants will be the responsibility of DTC participants, as is now the case with securities held for the accounts of customers registered in “street name.”

If you would like to convert your CODES pursuant to the terms of the CODES, you should contact your broker or other direct or indirect DTC participant to obtain information on procedures, including proper forms and cut-off times, for submitting those requests.

Because DTC can only act on behalf of DTC participants, who in turn act on behalf of indirect DTC participants and other banks, your ability to pledge your interest in the CODES represented by global CODES to persons or entities that do not participate in the DTC system, or otherwise take actions in respect of such interest, may be affected by the lack of a physical certificate.

Neither CSG Systems nor the trustee (nor any registrar, paying agent or conversion agent under the indenture) will have any responsibility for the performance by DTC or direct or indirect DTC participants of their obligations under the rules and procedures governing their operations. DTC has advised us that it will take any action permitted to be taken by a holder of the CODES, including, without limitation, the presentation of the CODES for conversion as described below, only at the direction of one or more direct DTC participants to whose account with DTC interests in the global CODES are credited and only for the principal amount of the CODES for which directions have been given.

DTC has advised us as follows: DTC is a limited purpose trust company organized under the laws of the State of New York, a member of the Federal Reserve System, a “clearing corporation” within the meaning of the Uniform Commercial Code and a “clearing agency” registered pursuant to the provisions of Section 17A of the Securities Exchange Act of 1934, as amended. DTC was created to hold securities for DTC participants and to facilitate the clearance and settlement of securities transactions between DTC participants through electronic book-entry changes to the accounts of its participants, thereby eliminating the need for physical movement of certificates. Participants include securities brokers and dealers, banks, trust companies and clearing corporations and may include certain other organizations, such as the initial purchasers of the CODES. Certain DTC participants or their representatives, together with other entities, own DTC. Indirect access to the DTC system is available to others such as banks, brokers, dealers and trust companies that clear through, or maintain a custodial relationship with, a participant, either directly or indirectly.

Although DTC has agreed to the foregoing procedures in order to facilitate transfers of interests in the global CODES among DTC participants, it is under no obligation to perform or continue to perform such procedures, and such procedures may be discontinued at any time. If DTC is at any time unwilling or unable to continue as depositary and a successor depositary is not appointed by us within 90 days, we will cause CODES to be issued in definitive form in exchange for the global CODES. Notwithstanding anything herein to the contrary, if an event of default has occurred and is continuing with respect to the CODES, any owner of a beneficial interest in the CODES may request that we cause CODES in definitive form in respect of that owner’s beneficial interest to be issued to that owner. If we do not promptly cause CODES in definitive form to be delivered to that owner of a beneficial interest, that beneficial owner will have direct rights against us under the indenture as if it

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had received CODES in definitive form. None of CSG Systems, the trustee or any of their respective agents will have any responsibility for the performance by DTC, direct or indirect DTC participants of their obligations under the rules and procedures governing their operations, including maintaining, supervising or reviewing the records relating to, or payments made on account of, beneficial ownership interests in global CODES.

According to DTC, the foregoing information with respect to DTC has been provided to its participants and other members of the financial community for informational purposes only and is not intended to serve as a representation, warranty or contract modification of any kind.

Discharge of the Indenture

We may satisfy and discharge our obligations under the indenture by delivering to the trustee for cancellation all outstanding CODES or by depositing with the trustee, the paying agent or the conversion agent, if applicable, after the CODES have become due and payable, whether at stated maturity, on any redemption date, repurchase date or change in control purchase date, upon conversion or otherwise, cash or shares of common stock (as applicable under the terms of the indenture) sufficient to pay all of the outstanding CODES and paying all other sums payable under the indenture by us.

Calculations in Respect of CODES

We or our agents will be responsible for making all calculations called for under the CODES. These calculations include, but are not limited to, determination of the trading prices of the CODES and the closing prices of our common stock and amounts of contingent interest and additional amounts, if any, payable on the CODES. We or our agents will make all these calculations in good faith and, absent manifest error, these calculations will be final and binding on holders of CODES. We, or our agents, will provide a schedule of these calculations to the trustee, and the trustee is entitled to rely upon the accuracy of these calculations without independent verification.

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DESCRIPTION OF CAPITAL STOCK

General Matters

The following description of our common stock and preferred stock and the relevant provisions of our restated certificate of incorporation and by-laws are summaries thereof and are qualified by reference to our restated certificate of incorporation and by-laws, copies of which have been filed with the SEC. The summary is not complete. You should read our restated certificate of incorporation and by-laws for the provisions that are important to you. As used herein, “we,” “us” and “our” refer to CSG Systems International, Inc., only, and do not include its current or future subsidiaries.

As indicated below, certain provisions of the Delaware General Corporation Law (“DGCL”), the restated certificate of incorporation and the bylaws summarized in the following paragraphs may have an anti-takeover effect. This may delay, defer or prevent a tender offer or takeover attempt that a shareholder might consider in its best interests, including those attempts that might result in a premium over the market price for its shares.

Our authorized capital stock consists of 100,000,000 shares of common stock, par value $0.01 per share, and 10,000,000 shares of preferred stock, par value $0.01 per share. The registrar and transfer agent for the common stock is EquiServe Trust Company, N.A.

Common Stock

As of July 1, 2004, there were 52,029,424 shares of common stock outstanding held of record by approximately 286 stockholders of record.

Holders of common stock are entitled to one vote for each share held on all matters submitted to a vote of stockholders. Subject to preferences applicable to any preferred stock outstanding at the time, holders of common stock are entitled to receive ratably such dividends, if any, as our board of directors lawfully may declare from time to time. Upon our dissolution, the holders of common stock are entitled to share ratably in the assets remaining after payment of our liabilities and subject to the liquidation preference of any outstanding preferred stock. Holders of common stock, as such, have no preemptive, subscription, redemption, or conversion rights and are not subject to future calls or assessments by us. The outstanding shares of common stock are fully paid and non-assessable. The rights, preferences, and privileges of holders of common stock are subject to, and may be adversely affected by, the rights of the holders of shares of any series of preferred stock which we may designate and issue from time to time in the future.

Preferred Stock

Our board of directors has the authority to issue preferred stock in one or more series, and to fix the rights, preferences, privileges and restrictions, including the dividend, conversion, voting, redemption (including sinking fund provisions) and other rights, liquidation preferences and the number of shares constituting any series and the designations of such series, without any further vote or action by our stockholders. The provisions of any preferred stock could adversely affect the voting power of the holders of common stock and could, among other things, have the effect of delaying, deferring or preventing a change in control of our company.

Stock Incentive Plans

As of March 31, 2004, we had four stock incentive plans, under which an aggregate of 14,964,000 shares of common stock were reserved for issuance, of which 5,903,801 shares were available for future issuance. Depending upon the specific provisions of each of the respective plans, the shares available for issuance are limited to certain individuals, and limited to certain types of awards, including issuance in the form of stock options, stock appreciation rights, performance unit awards, restricted stock awards or stock bonus awards.

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Historically, the awards issued pursuant to these plans have consisted primarily of stock options and restricted stock. Stock options are granted with an exercise price equal to the fair market value of our common stock as of the date of the grant. Generally, options vest over four years and have a maximum term of ten years. Certain outstanding stock options become fully vested upon a change of control of our company. As of March 31, 2004, options to purchase 2,926,749 shares of common stock were outstanding under the various plans, of which 1,495,666 shares were exercisable.

Substantially all of our restricted stock grants to date have been issued in exchange for surrendered stock options. For those that have not been subject to such exchanges, the restricted stock is issued at no cost to the individual. Restricted stock awards typically vest over three or four years, depending on the specific awards. Certain restricted stock awards become fully vested upon a change of control of our company. As of March 31, 2004, 2,348,701 shares of restricted stock awards had been issued, of which 2,081,029 shares were not vested.

Employee Stock Purchase Plan

Under our employee stock purchase plan, 958,043 shares of common stock have been reserved for sale to our employees through payroll deductions. The price for shares purchased under the plan is 85% of market value on the last day of the purchase period. Purchases are made at the end of each month.

As of May 31, 2004, 40,024 shares were available for issuance and purchase. At our May 28, 2004 annual meeting of stockholders, the stockholders voted to increase the number of shares reserved for sale under the employee stock purchase plan by 500,000 shares, which are not yet available for issuance and purchase.

Limitation of Liability

As permitted by the Delaware General Corporation Law, our restated certificate of incorporation provides that our directors shall not be personally liable to us or our stockholders for monetary damages for breach of fiduciary duty as a director, except for liability:

• for any breach of the director’s duty of loyalty to us or our stockholders;

• for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law;

• under Section 174 of the Delaware General Corporation Law, relating to prohibited dividends or distributions or the repurchase or redemption of stock; or

• for any transaction from which the director derives an improper personal benefit.

As a result of this provision, we and our stockholders may be unable to obtain monetary damages from a director for breach of his duty of care. Although stockholders may continue to seek injunctive or other equitable relief for an alleged breach of fiduciary duty by a director, stockholders may not have any effective remedy against the challenged conduct if equitable remedies are unavailable.

Our by-laws require us, to a maximum extent and in the manner permitted by the General Corporation Law of Delaware, to indemnify each of our directors and officers against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred in connection with any action, suit or proceeding arising by reason of the fact that the person is or was our director, officer, employee or agent. In addition, we may, to the extent and in the manner permitted by the General Corporation Law of Delaware, indemnify each of our employees and agents (other than directors and officers) against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlements actually and reasonably incurred in connection with any action, suit or proceeding arising by reason of the fact that the person is or was our employee or agent. We maintain directors and officers liability insurance for the benefit of our directors and officers.

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We have entered into separate indemnification agreements with each of our directors and certain executive and other officers pursuant to which we have agreed, among other things, and subject to certain limited exceptions: (i) to indemnify them to the fullest extent permitted by law against any claims and expenses incurred in connection therewith arising out of any event or occurrence relating to their status as director, officer, employee, agent, or fiduciary of our company or of any other entity as to which they served at our request or by reason of any action or inaction while serving in such capacity, and (ii) to advance any such expenses no later than five days after demand.

Business Combination Provisions

The business combination provision contained in Section 203 of the Delaware General Corporation Law, or Section 203, defines an interested stockholder as any person that:

• owns, directly or indirectly 15% or more of the outstanding voting stock of a corporation; or

• is an affiliate or associate of a corporation and was the owner of 15% or more of the outstanding voting stock at any time within the three-year period immediately prior to the date on which it is sought to be determined whether such person is an interested stockholder, and the affiliates and the associates of such person.

Under Section 203, a corporation may not engage in any business combination with any interested stockholder for a period of three years following the date such stockholder became an interested stockholder, unless:

• prior to such date the board of directors of the corporation approved either the business combination or the transaction which resulted in the stockholder becoming an interested stockholder;

• upon consummation of the transaction which resulted in the stockholder becoming an interested stockholder, the interested stockholder owned at least 85% of the voting stock of the corporation outstanding at the time the transaction commenced (excluding, for determining the number of shares outstanding, (a) shares owned by persons who are directors and officers and (b) employee stock plans, in certain instances); or

• on or subsequent to such date the business combination is approved by the board of directors and authorized at an annual or special meeting of stockholders by the affirmative vote of at least 66 ²/3% of the outstanding voting stock which is not owned by the interested stockholder.

The restrictions imposed by Section 203 will not apply if:

• the corporation’s original certificate of incorporation contains a provision expressly electing not to be governed by Section 203;

• the board of directors, within 90 days of the effective date of Section 203, adopts an amendment to its by-laws expressly electing not to be governed by Section 203;

• the corporation, by the action of its stockholders holding a majority of outstanding stock, adopts an amendment to its certificate of incorporation or bylaws expressly electing not to be governed by Section 203 (such amendment will not be effective until 12 months after adoption and shall not apply to any business combination between such corporation and any person that became an interested stockholder of such corporation on or prior to such adoption);

• the corporation does not have a class of voting stock that is listed on a national securities exchange, authorized for quotation on the Nasdaq Stock Market or held by more than 2,000 shareholders provided that any of the foregoing did not result from an interested stockholder transaction;

• the business combination is with an interested stockholder who became an interested stockholder when the restrictions did not apply by reason of any of the four foregoing paragraphs;

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• the stockholder became an interested stockholder inadvertently, and as soon as practicable, divests itself of enough shares to cease being an interested stockholder, and would not have otherwise been an interested stockholder for three years prior to the business combination; or

• the business combination is proposed after the public announcement or notice but before the start or abandonment of a certain transaction (including certain types of mergers or consolidations of the corporation, the disposition of 50% or more of the corporation’s assets including any subsidiaries, or proposed tender offer or exchange of 50% or more of the outstanding voting stock of the corporation) and is with a person who has not been an interested stockholder for the past three years (or who became an interested stockholder either with the board of director’s approval or before any amendment to the certificate of incorporation electing to be governed by this Section 203) and who is approved or not opposed by the majority of the board of directors who are not interested stockholders.

We have not elected out of the statute and therefore the restrictions imposed by Section 203 will apply to us.

Other Anti-Takeover Provisions

Certain provisions of our restated certificate of incorporation and by-laws also may have the effect of prohibiting or delaying a change of control of our company. Our restated certificate of incorporation and by-laws provide that:

• our board of directors be divided into three classes, each of whose members will serve for a term of three years, with the members of one class being elected each year;

• directors may be removed by the stockholders only for cause, and only by the affirmative vote of the holders of at least 75% of the voting power of all outstanding shares of our capital stock entitled to vote in an election of directors, voting as a single class;

• any vacancy on our board of directors may be filled only by a majority vote of the remaining directors then in office, although less than a quorum;

• our board of directors shall consist of not fewer than five members and not more than thirteen members, with the exact number of members within such range to be determined by a majority vote of the total number of authorized directors most recently fixed by the board of directors; and

• a stockholder desiring to nominate a person for election to the board of directors must deliver written notice thereof to our secretary not less than 120 days in advance of the date which is one year later than the date of our proxy statement released to stockholders in connection with the previous year’s annual meeting (or by other specified dates in certain circumstances, including a meeting which is not an annual meeting). Certain information must be provided to us with respect to stockholder nominees and the stockholder making the nomination.

Our restated certificate of incorporation requires the affirmative vote of the holders of at least 75% of the voting power of all outstanding shares of our capital stock then entitled to vote in an election of directors, voting as a single class, to alter, amend or repeal the provisions of the restated certificate of incorporation discussed above or to adopt any provision of our restated certificate of incorporation or by-laws inconsistent with the provisions discussed above.

In addition, our by-laws provide that:

• stockholders seeking to bring business before an annual meeting of stockholders must provide advance notice,

• special meetings of stockholders may be called only by our board of directors, the chairman of our board of directors or our president, and

• no business may be conducted at a special meeting of the stockholders other than business brought before the meeting by our board of directors, the chairman of our board of directors or our president.

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MATERIAL UNITED STATES FEDERAL INCOME TAX CONSEQUENCES

General

The following is a summary of certain material U.S. federal income tax consequences relevant to holders of the CODES. This summary is based upon the Internal Revenue Code of 1986, as amended, or the Code, administrative pronouncements, judicial decisions and existing and proposed Treasury regulations now in effect, all of which are subject to change (possibly with retroactive effect) or differing interpretations. The discussion below applies only to purchasers of the CODES who hold the CODES as capital assets and does not purport to deal with persons in special tax situations, such as certain financial institutions, insurance companies, regulated investment companies, dealers in securities or currencies, certain former citizens or residents of the United States, entities generally exempt from U.S. federal income tax, persons holding CODES in a tax deferred or tax-advantaged account, as a position in a “straddle” or as part of a “hedge,” “conversion” or other risk-reduction transaction for tax purposes, and Non-U.S. Holders (as defined below) that hold, or will hold, more than 5% of the CODES or that hold or will hold, actually or constructively (pursuant to the conversion feature or otherwise), more than 5% of our common stock. Special rules apply to holders who purchase the CODES at a price other than the adjusted issue price, as discussed below. Persons considering the purchase of the CODES should consult their own tax advisors concerning the application of the U.S. federal income tax laws to their particular situations as well as any consequences of the purchase, ownership and disposition of the CODES arising under the laws of any state, local, foreign or other taxing jurisdiction.

We do not address all of the tax consequences that may be relevant to a holder of CODES. In particular, we do not address:

• the U.S. federal income tax consequences to stockholders in, or partners or beneficiaries of, an entity that is a holder of CODES;

• the U.S. federal estate, gift or alternative minimum tax consequences of the purchase, ownership or disposition of CODES;

• any state, local or foreign tax consequences of the purchase, ownership or disposition of CODES; or

• any U.S. federal, state, local or foreign tax consequences of owning or disposing of common stock.

The U.S. federal income tax treatment of a partner in a partnership (or other entity classified as a partnership for U.S. federal income tax purposes) that holds the CODES generally will depend on such partner’s particular circumstances and on the activities of the partnership. Partners in such partnerships should consult their own tax advisors.

We urge prospective investors to consult their own tax advisors with respect to the tax consequences of the purchase, ownership and disposition of CODES in light of their own particular circumstances, including the tax consequences under state, local, foreign and other tax laws and the possible effects of changes in U.S. federal or other tax laws.

Classification of the CODES

We have been advised by our counsel, Davis Polk & Wardwell, that the CODES will be treated as indebtedness for United States federal income tax purposes and that the CODES will be subject to the special Treasury regulations governing contingent payment debt instruments, or the contingent debt regulations, as described below. Moreover, pursuant to the terms of the indenture, we and every holder agree (in the absence of administrative pronouncement or judicial ruling to the contrary), for U.S. federal income tax purposes, to treat the CODES as debt instruments that are subject to contingent debt regulations and to be bound by our application of the contingent debt regulations to the CODES, including our determination of the rate at which interest will be deemed to accrue on the CODES and the related “projected payment schedule” determined by us as described below, and our treatment of the fair market value of any common stock received upon conversion of a CODES as a contingent payment.

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The Internal Revenue Service, or the IRS, has issued a revenue ruling with respect to instruments having certain features similar to the CODES. Notwithstanding the issuance of this ruling, the proper application of certain aspects of the contingent debt regulations to the CODES is not entirely certain. In addition, no ruling has been or is expected to be sought from the IRS with respect to the U.S. federal income tax consequences discussed below. The IRS would not be precluded from taking contrary positions. As a result, no assurance can be given that the IRS will agree with all of the tax characterizations and the tax consequences described below. You should be aware that different treatment from that described below could affect the amount, timing, source and character of income, gain or loss with respect to an investment in the CODES. For example, a holder might be required to accrue interest income at a higher or lower rate, might not recognize income, gain or loss upon conversion of a CODES into common stock, and might recognize capital gain or loss upon a taxable disposition of a CODES. In addition, legislation currently pending in Congress, if enacted, would affect the applications of the contingent debt regulations to convertible debt instruments like the CODES by significantly reducing the amount of interest considered to accrue currently in respect of such instruments for U.S. federal income tax purposes. Because the legislation in its current form applies only to debt instruments issued after the date of enactment, it is not anticipated that such pending legislation will impact the tax characterization or treatment of the CODES. Holders should consult their tax advisors concerning the tax treatment of holding a CODES.

The remainder of this discussion assumes that the CODES are treated as indebtedness subject to the contingent debt regulations.

U.S. Holders

For purposes of this discussion, a U.S. Holder is a beneficial owner of the CODES that is for U.S. federal income tax purposes:

• a citizen or individual resident of the United States;

• a corporation, including any entity treated as a corporation for U.S. federal income tax purposes, created or organized in or under the laws of the United States or any political subdivision thereof; or

• an estate if its income is subject to U.S. federal income taxation regardless of its source.

Accrual of Interest on the CODES

Pursuant to the contingent debt regulations, U.S. Holders of the CODES will be required to accrue interest income on the CODES on a constant-yield basis, based on a comparable yield to maturity as described below, regardless of whether such holders use the cash or accrual method of tax accounting. As such, U.S. Holders generally will be required to include interest in income each year in excess of any stated interest payments actually received in that year.

The contingent debt regulations provide that a U.S. Holder must accrue an amount of ordinary interest income, as original issue discount for U.S. federal income tax purposes, for each accrual period prior to and including the maturity date of the CODES that equals:

• the product of (a) the adjusted issue price (as defined below) of the CODES as of the beginning of the accrual period and (b) the comparable yield to maturity (as defined below) of the CODES, adjusted for the length of the accrual period;

• divided by the number of days in the accrual period; and

• multiplied by the number of days during the accrual period that the U.S. Holder held the CODES.

The issue price of a CODES is the first price at which a substantial amount of the CODES is sold to the public, excluding sales to bond houses, brokers or similar persons or organizations acting in the capacity of underwriters, placement agents or wholesalers. The adjusted issue price of a CODES is its issue price increased by any interest income previously accrued, determined without regard to any adjustments to interest accruals described below, and decreased by the projected amount of any payments (in accordance with the projected payment schedule described below) previously made with respect to the CODES.

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The term “comparable yield” as used in the contingent debt regulations means the annual yield we would pay, as of the issue date, on a fixed-rate, nonconvertible debt instrument with no contingent payments, but with terms and conditions otherwise comparable to those of the CODES. We have determined that the comparable yield for the CODES is 9.09%, compounded semi-annually. The precise manner of calculating the comparable yield is not entirely clear. If our determination of the comparable yield were successfully challenged by the IRS, the redetermined yield could be materially greater or less than the comparable yield determined by us.

The contingent debt regulations require that we provide to U.S. Holders, solely for U.S. federal income tax purposes, a schedule of the projected amounts of payments, which we refer to as “projected payments,” on the CODES. This schedule must produce a yield to maturity that equals the comparable yield. The projected payment schedule includes estimates for contingent interest payments and an estimate for a payment at maturity taking into account the conversion feature. In this connection, the fair market value of any common stock (and cash, if any) received by a holder upon conversion will be treated as a contingent payment. Holders may obtain the projected payment schedule by submitting a written request for such information to us at: CSG Systems International, Inc., 7887 East Belleview, Englewood, CO 80111, Attention: Senior Vice-President, Investor Relations.

By purchasing the CODES, a U.S. Holder agrees in the indenture to be bound by our determination of the comparable yield and projected payment schedule and agrees to use the comparable yield and projected payment schedule in determining its interest accruals, and the adjustments thereto described below, in respect of the CODES for U.S. federal income tax purposes.

The comparable yield and the projected payment schedule are not used for any purpose other than to determine a holder’s interest accruals and adjustments thereto in respect of the CODES for U.S. federal income tax purposes. They do not constitute a projection or representation regarding the actual amounts payable on the CODES.

Adjustments to Interest Accruals on the CODES

If, during any taxable year, a U.S. Holder of CODES receives actual payments with respect to such CODES that, in the aggregate, exceed the total amount of projected payments for that taxable year, the U.S. Holder will incur a “net positive adjustment” under the contingent debt regulations equal to the amount of such excess. The U.S. Holder will treat a net positive adjustment as additional interest income in that taxable year.

If a U.S. Holder receives in a taxable year actual payments with respect to the CODES that, in the aggregate, are less than the amount of projected payments for that taxable year, the U.S. Holder will incur a “net negative adjustment” under the contingent debt regulations equal to the amount of such deficit. This net negative adjustment will (a) reduce the U.S. Holder’s interest income on the CODES for that taxable year, and (b) to the extent of any excess after the application of (a), give rise to an ordinary loss to the extent of the U.S. Holder’s interest income on the CODES during prior taxable years, reduced to the extent such interest was offset by prior net negative adjustments.

A net negative adjustment is not subject to the two percent floor limitation on miscellaneous itemized deductions under Section 67 of the Code. Any net negative adjustment in excess of the amounts described in (a) and (b) will be carried forward as a negative adjustment to offset future interest income with respect to the CODES or to reduce the amount realized on a sale, exchange, conversion or retirement of the CODES.

Purchase of the CODES at a Price other than the Adjusted Issue Price

If a U.S. Holder purchases a CODES for an amount that differs from the adjusted issue price of the CODES at the time of purchase, the regular rules for accruing acquisition premium and market discount will not apply. Instead, the contingent debt regulations require the U.S. Holder to apply special accrual rules pursuant to which the difference will be taken into account as a series of positive adjustments—if the U.S. Holder’s tax basis is less than the adjusted issue price—or negative adjustments—if the U.S. Holder’s tax basis is greater than the adjusted issue price.

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In addition, the timing of the adjustments will vary based upon whether the difference is attributable to changes in market interest rates or changed expectations regarding projected payments in respect to the CODES. For example, if the difference between the U.S. Holder’s tax basis is attributable to changes in market interest rates, a U.S. Holder must reasonably allocate the difference to daily portions of interest. Similarly, should the difference be attributable to changed expectations regarding projected payments in respect of the CODES, such as a change in the anticipated value of our common stock, a U.S. Holder must reasonably allocate the difference to the projected payment at maturity.

The rules governing the purchase of an instrument such as the CODES at a price other than the adjusted issue price are complex. U.S. Holders should consult their own tax advisors regarding the application of these rules to their particular circumstances.

Sale, Exchange, Conversion, Repurchase or Redemption of CODES

Generally the sale, exchange, conversion, repurchase or redemption of a CODES will result in taxable gain or loss to a U.S. Holder. The amount of gain or loss on a sale, exchange, conversion, repurchase or redemption of a CODES will be equal to the difference between (a) the amount of cash plus the fair market value of any other property received by the U.S. Holder, including the fair market value of any common stock received, and (b) the U.S. Holder’s adjusted tax basis in the CODES. A U.S. Holder’s adjusted tax basis in a CODES generally will be equal to the U.S Holder’s original purchase price for the CODES, increased by any interest income previously accrued by the U.S. Holder (determined without regard to any adjustments to interest accruals described above) and decreased by the amount of any projected payments that previously have been scheduled to be made in respect of the CODES (without regard to the actual amount paid).

Gain recognized by a U.S. Holder upon a sale, exchange, conversion, repurchase or redemption of a CODES generally will be treated as ordinary interest income; any loss will be ordinary loss to the extent of the excess of previous interest inclusions over the total net negative adjustments previously taken into account as ordinary losses in respect of the CODES, and thereafter capital loss (which will be long-term if the CODES is held for more than one year). The deductibility of capital losses is subject to limitations.

A U.S. Holder’s tax basis in common stock received upon a conversion of a CODES will equal the then current fair market value of such common stock. The U.S. Holder’s holding period for the common stock received will commence on the day immediately following the date of conversion.

Constructive Dividends to Holders of CODES

If at any time we were to make a distribution of cash or property to our stockholders that would be taxable to the stockholders as a dividend for U.S. federal income tax purposes and, in accordance with the anti-dilution provisions of the CODES, the conversion rate of the CODES were increased, such increase may be deemed to be the payment of a taxable dividend to holders of the CODES to the extent of our current and accumulated earnings and profits, notwithstanding the fact that the holders do not receive a cash payment.

If the conversion rate is increased at our discretion or in certain other circumstances, such increase also may be deemed to be the payment of a taxable dividend to holders, notwithstanding the fact that the holders do not receive a cash payment. In certain circumstances the failure to make an adjustment of the conversion rate under the indenture may result in a taxable distribution to holders of our common stock. Any deemed distribution will be taxable as a dividend, return of capital or capital gain in accordance with the tax rules applicable to corporate distributions, but may not be eligible for the reduced rates of tax applicable to certain dividends paid to individual holders nor to the dividends received deduction applicable to certain dividends paid to corporate holders.

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Backup Withholding Tax and Information Reporting

Payments of principal, premium, if any, and interest (including original issue discount and a payment in common stock pursuant to a conversion of a CODES) on, and the proceeds of dispositions of, the CODES or shares of our common stock may be subject to information reporting and U.S. federal backup withholding tax (currently at the rate of 28%) if the U.S. Holder thereof fails to supply an accurate taxpayer identification number or otherwise fails to comply with applicable U.S. information reporting or certification requirements. Backup withholding is not an additional tax. Any amounts so withheld will be allowed as a credit against a U.S. Holder’s U.S. federal income tax liability and may entitle a holder to a refund, provided the required information is timely furnished to the IRS.

Non-U.S. Holders

The following is a summary of certain United States federal tax consequences that will apply to you if you are a Non-U.S. Holder of a CODES. The term “Non-U.S. Holder” means a beneficial owner of a CODES that is, for United States federal income tax purposes:

• an individual who is classified as a nonresident alien for U.S. federal income tax purposes;

• a foreign corporation; or

• a foreign estate or trust.

Non-U.S. Holders should consult their own tax advisors to determine the United States federal, state, local and foreign tax consequences that may be relevant to them.

Payments on or Sale or Conversion of the CODES

Generally, all payments on the CODES made to a Non-U.S. Holder, including a payment in our common stock or cash pursuant to a conversion, exchange, redemption or retirement of a CODES and any gain realized on a sale of the CODES, will be exempt from United States federal withholding tax, provided that:

• such Non-U.S. Holder does not own, actually or constructively, 10% or more of the total combined voting power of all classes of our stock entitled to vote, and is not a controlled foreign corporation related, directly or indirectly, to us through stock ownership;

• the beneficial owner of a CODES certifies on IRS Form W-8BEN (or successor form), under penalties of perjury, that it is not a United States person and provides its name and address or otherwise satisfies applicable documentation requirements;

• such payments are not effectively connected with the conduct by such Non-U.S. Holder of a trade or business in the United States;

• the Non-U.S. Holder is not a bank receiving payments on the CODES pursuant to a loan agreement entered into in the ordinary course of its trade or business;

• in the case of a sale, conversion, exchange, redemption or retirement of the CODES, such Non-U.S. Holder is not an individual who is present in the United States for 183 days or more in the taxable year of disposition and certain other conditions are met; and

• in the case of gain realized on the sale, conversion, exchange, redemption or retirement of the CODES, we are not, and have not been within the shorter of the five-year period preceding the sale, conversion, exchange, redemption or retirement and the period during which the Non-U.S. Holder held the CODES, a U.S. real property holding corporation.

We believe that we are not, and do not anticipate becoming, a U.S. real property holding corporation.

If a Non-U.S. Holder of the CODES is engaged in a trade or business in the United States, and if the payments on the CODES are effectively connected with the conduct of such trade or business, the Non-U.S.

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Holder, although exempt from the withholding tax discussed in the preceding paragraph, will generally be subject to regular United States federal income tax on payments on the CODES in the same manner as if it were a U.S. Holder. In lieu of the certificate described in the preceding paragraph, such a Non-U.S. Holder will be required to provide to the withholding agent a properly executed IRS Form W-8ECI (or successor form) in order to claim an exemption from withholding tax. In addition, if such a Non-U.S. Holder is a foreign corporation, such Holder may be subject to a branch profits tax equal to 30% (or such lower rate provided by an applicable treaty) of its effectively connected earnings and profits for the taxable year, subject to certain adjustments.

Constructive Dividends to Holders of CODES

Any deemed dividends, as described above under “—U.S. Holders—Constructive Dividends to Holders of CODES,” may be subject to withholding tax at a 30% rate or such lower rate as may be specified by an applicable income tax treaty. In order to obtain a reduced rate of withholding, a Non-U.S. Holder will be required to provide an IRS Form W-8BEN (or successor form) certifying its entitlement to benefits under a treaty. However, deemed dividends that are effectively connected with the conduct by a Non-U.S. Holder of a trade or business within the United States are not subject to the withholding tax, but instead are subject to United States federal income tax on a net income basis at applicable individual or corporate tax rates. Such a Non-U.S. Holder will be required to provide to the withholding agent a properly executed IRS Form W-8ECI (or successor form) in order for effectively connected income to be exempt from withholding tax. In addition, if such a Non-U.S. Holder is a foreign corporation, it may be subject to the branch profits tax described above.

Backup Withholding Tax and Information Reporting

Information reporting will apply to each Non-U.S. Holder on payments of interest on the CODES, regardless of whether withholding was required and any tax was withheld with respect to the interest.

A Non-U.S. Holder generally will not be subject to backup withholding with respect to payments on the CODES, provided that (i) the payor does not have reason to know that the holder is a U.S. person, and (ii) the holder has furnished to the payor a valid IRS Form W-8BEN (or successor form) certifying, under penalties of perjury, its status as a non-U.S. person, or the holder otherwise establishes an exemption. A Non-U.S. Holder generally will not be subject to backup withholding with respect to proceeds from the disposition of the CODES to or through the U.S. office of a broker, provided that the holder provides the certification described in the preceding sentence and the payor does not have reason to know that the holder is a U.S. person, or the holder otherwise establishes an exemption. The payment of proceeds from the sale or other disposition of the CODES to or through a foreign office of a broker generally will not be subject to information reporting or backup withholding. However, if such broker is (i) a U.S. person, (ii) a controlled foreign corporation for U.S. federal income tax purposes, (iii) a foreign partnership, if at any time during its tax year, one or more of its partners are U.S. persons, who in the aggregate hold more than 50% of the income or capital interest in the partnership, or such partnership is engaged in the conduct of a U.S. trade or business, or (iv) a foreign person, 50% or more of the gross income of which is effectively connected with the conduct of a U.S. trade or business for a specified 3 year period, then the sale or disposition of the CODES will be subject to information reporting. The amount of any backup withholding will be allowed as a credit against the Non-U.S. Holder’s United States federal income tax liability, provided that the required information is furnished to the IRS. Non-U.S. Holders of the CODES should consult their own tax advisors regarding their qualification for exemption from backup withholding and the procedure for obtaining such exemption, if applicable.

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SELLING SECURITYHOLDERS

We originally issued the CODES in June 2004. The CODES were resold by the initial purchasers to persons reasonably believed by the initial purchasers to be “qualified institutional buyers” within the meaning of Rule 144A under the Securities Act in transactions exempt from registration under the Securities Act. The CODES and the underlying common stock that may be offered with this prospectus will be offered by the selling securityholders, which includes their transferees, pledgees or donees or their successors. The table below sets forth certain information concerning the principal amount of CODES beneficially owned by each selling securityholder and the number of shares of underlying common stock that may be offered from time to time with this prospectus. Unless set forth below, to our knowledge, none of the selling securityholders has, or within the past three years has had, any position, office or other material relationship with us or with any of our predecessors or affiliates.

Selling securityholders may be deemed to be “underwriters,” as defined in the Securities Act. Any profits realized by the selling securityholders may be deemed to be underwriting commissions.

While we can elect, upon conversion of each CODES, to deliver to the converting holder shares of our common stock, cash or any combination of shares and cash, the number of shares of common stock shown in the table below assumes conversion of the full amount of CODES held by such holder at the initial conversion rate of 37.3552 shares per $1,000 principal amount of securities into our common stock. This conversion rate is subject to certain adjustments. Accordingly, the number of shares of common stock issuable upon conversion of the securities may increase or decrease from time to time. Under the terms of the indenture, fractional shares will not be issued upon conversion of the debt securities. Cash will be paid instead of fractional shares, if any.

We have prepared the table below based on information given to us by the selling securityholders on or prior to the date of this prospectus. However, any or all of the CODES or the common stock listed below may be offered for sale with this prospectus by the selling securityholders from time to time. Accordingly, no estimate can be given as to the amount of CODES or common stock that will be held by the selling securityholders upon consummation of any sales. In addition, the selling securityholders listed in the table below may have acquired, sold or transferred, in transactions exempt from the registration requirements of the Securities Act, some or all of their securities since the date this information was last provided to us.

Information about the selling securityholders may change over time. Any changed information will be set forth in prospectus supplements or post-effective amendments. From time to time, additional information concerning ownership of the CODES and the underlying common stock may rest with holders of the CODES or the common stock not named in the table below and of whom we are unaware.

Name of Selling Securityholder	Aggregate Principal Amount of CODES Beneficially Owned That May Be Sold		Percentage of CODES Outstanding Before Offering		Number of Shares of Common Stock Held Before Offering (1)	Number of Shares of Common Stock That May Be Sold (2)	Number of Shares of Common Stock Held After Offering (3)	Percentage of Common Stock Outstanding After Offering (3)
Associated Electric & Gas Insurance Services Limited	$	200,000	*		7,471	7,471	—	—
Aventis Pension Master Trust	$	300,000	*		11,206	11,206	—	—
Bank of America Pension Plan	$	2,000,000	*		74,710	74,710	—	—
Barnet Partners Limited	$	3,400,000	1.48	%	127,007	127,007	—	—
Boilermaker—Blacksmith Pension Trust	$	2,100,000	*		78,445	78,445	—	—
CALAMOS® Convertible Fund—CALAMOS® Investment Trust	$	13,300,000	5.78	%	496,824	496,824	—	—

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Name of Selling Securityholder	Aggregate Principal Amount of CODES Beneficially Owned That May Be Sold		Percentage of CODES Outstanding Before Offering		Number of Shares of Common Stock Held Before Offering (1)	Number of Shares of Common Stock That May Be Sold (2)	Number of Shares of Common Stock Held After Offering (3)	Percentage of Common Stock Outstanding After Offering (3)
CALAMOS® Growth & Income Fund—CALAMOS® Investment Trust	$	7,400,000	3.22	%	276,428	276,428	—	—
CALAMOS® Growth & Income Portfolio—CALAMOS® Advisors Trust	$	110,000	*		4,109	4,109	—	—
CEMEX Pension Plan	$	155,000	*		5,790	5,790	—	—
Century Park Trust	$	1,600,000	*		59,768	59,768	—	—
Chrysler Corporation Master Retirement Trust	$	4,115,000	1.79	%	153,716	153,716	—	—
City of Knoxville Pension System	$	330,000	*		12,327	12,327	—	—
Consulting Group Capital Markets Funds	$	850,000	*		31,751	31,751	—	—
Convertible Securities Fund	$	80,000	*		2,988	2,988	—	—
Delta Airlines Master Trust	$	1,320,000	*		49,308	49,308	—	—
Delta Airlines Master Trust—CV	$	1,000,000	*		37,355	37,355	—	—
Delta Pilots Disability and Survivorship Trust	$	455,000	*		16,996	16,996	—	—
Delta Pilots Disability & Survivorship Trust—CV	$	500,000	*		18,677	18,677	—	—
Dorinco Reinsurance Company	$	925,000	*		34,553	34,553	—	—
F.M. Kirby Foundation, Inc.	$	1,000,000	*		37,355	37,355	—	—
General Motors Welfare Benefit Trust	$	2,500,000	1.09	%	93,388	93,388	—	—
Genesys Regional Medical Center	$	183,000	*		6,836	6,836	—	—
Guggenheim Portfolio Co. XV, LLC	$	1,000,000	*		37,355	37,355	—	—
ING Convertible Fund	$	975,000	*		36,421	36,421	—	—
ING VP Convertible Portfolio	$	25,000	*		933	933	—	—
International Truck & Engine Corporation Non-Contributory Retirement Plan Trust	$	545,000	*		20,358	20,358	—	—
International Truck & Engine Corporation Retirement Plan for Salaried Employees Trust	$	530,000	*		19,798	19,798	—	—
International Truck & Engine Corporation Retiree Health Benefit Trust	$	215,000	*		8,031	8,031	—	—
KBC Financial Products USA Inc.	$	500,000	*		18,677	18,677	—	—
KBC Convertible Opportunities Fund	$	6,390,000	2.78	%	238,699	238,699	—	—

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Name of Selling Securityholder	Aggregate Principal Amount of CODES Beneficially Owned That May Be Sold		Percentage of CODES Outstanding Before Offering		Number of Shares of Common Stock Held Before Offering (1)	Number of Shares of Common Stock That May Be  Sold (2)	Number of Shares of Common Stock Held After Offering (3)	Percentage of Common Stock Outstanding After Offering (3)
KBC Multi Strategy Arbitrage Fund	$	6,440,000	2.80	%	240,567	240,567	—	—
KBC Convertible MAC28 Fund	$	740,000	*		27,642	27,642	—	—
Kettering Medical Center Funded Depreciation Account	$	100,000	*		3,735	3,735	—	—
Knoxville Utilities Board Retirement System	$	155,000	*		5,790	5,790	—	—
Laurel Ridge Capital, LP	$	2,000,000	*		74,710	74,710	—	—
Lehman Brothers Inc.(4)	$	1,413,000	*		52,782	52,782	—	—
Louisiana Workers’ Compensation Corporation	$	415,000	*		15,502	15,502	—	—
Macomb County Employees’ Retirement System	$	345,000	*		12,887	12,887	—	—
Melody IAM Fund	$	430,000	*		16,062	16,062	—	—
Microsoft Corporation	$	1,000,000	*		37,355	37,355	—	—
Motion Picture Industry Health Plan—Active Member Fund	$	235,000	*		8,778	8,778	—	—
Motion Picture Industry Health Plan—Retiree Member Fund	$	175,000	*		6,537	6,537	—	—
Morgan Stanley Convertible Securities Trust	$	2,000,000	*		74,710	74,710	—	—
Nations Convertible Securities Fund	$	9,920,000	4.31	%	370,563	370,563	—	—
Oakwood Healthcare Inc. Endowment	$	9,000	*		336	336	—	—
Oakwood Healthcare Inc. Funded Depreciation	$	98,000	*		3,660	3,660	—	—
OCM Convertible Trust	$	2,030,000	*		75,831	75,831	—	—
OCM Global Convertible Securities Fund	$	150,000	*		5,603	5,603	—	—
Oppenheimer Convertible Securities Fund	$	3,000,000	1.30	%	112,065	112,065	—	—
Partner Reinsurance Company Ltd.	$	870,000	*		32,499	32,499	—	—
Peoples Benefit Life Insurance Company Teamsters	$	7,000,000	3.04	%	261,486	261,486	—	—
Port Authority of Allegheny County Retirement and Disability Allowance Plan for the Employees Represented by Local 85 of the Amalgamated Transit Union	$	715,000	*		26,708	26,708	—	—
Prisma Foundation	$	155,000	*		5,790	5,790	—	—
Qwest Occupational Health Trust	$	230,000	*		8,591	8,591	—	—
Ramius Capital Group	$	500,000	*		18,677	18,677	—	—
RCG Halifax Master Fund, LTD	$	750,000	*		28,016	28,016	—	—

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Name of Selling Securityholder	Aggregate Principal Amount of CODES Beneficially Owned That May Be Sold		Percentage of CODES Outstanding Before Offering		Number of Shares of Common Stock Held Before Offering (1)		Number of Shares of Common Stock That May Be Sold (2)	Number of Shares of Common Stock Held After Offering (3)	Percentage of Common Stock Outstanding After Offering (3)
RCG Latitude Master Fund, LTD	$	4,500,000	1.96	%	168,098		168,098	—	—
Retail Clerks Pension Trust	$	1,000,000	*		37,355		37,355	—	—
SCI Endowment Care Common Trust Fund—National Fiduciary Services	$	180,000	*		6,723		6,723	—	—
SCI Endowment Care Common Trust Fund—Suntrust	$	100,000	*		3,735		3,735	—	—
SCI Endowment Care Common Trust Fund—Wachovia	$	45,000	*		1,680		1,680	—	—
SEI Private Trust Company	$	750,000	*		58,598		28,016	30,582	*
SG Americas Securities, LLC	$	6,000,000	2.61	%	224,131		224,131	—	—
State Employees’ Retirement Fund of the State of Delaware	$	1,190,000	*		44,452		44,452	—	—
SPT	$	2,050,000	*		76,578		76,578	—	—
St. Alban’s Partners Ltd.	$	6,900,000	3.00	%	257,750		257,750	—	—
TCW Group, Inc	$	6,005,000	2.61	%	224,317		224,317	—	—
The California Wellness Foundation	$	500,000	*		18,677		18,677	—	—
The Cockrell Foundation	$	85,000	*		3,175		3,175	—	—
The Dow Chemical Company Employees’ Retirement Plan	$	2,560,000	1.11	%	95,629		95,629	—	—
The Fondren Foundation	$	135,000	*		5,042		5,042	—	—
The St. Paul Travelers Companies, Inc.—Commercial Lines	$	200,000	*		7,471		7,471	—	—
The St. Paul Travelers Companies, Inc.—Personal Lines	$	135,000	*		5,042		5,042	—	—
Union Carbide Retirement Account	$	1,370,000	*		51,176		51,176	—	—
Union Pacific Master Retirement Trust	$	1,600,000	*		59,768		59,768	—	—
United Food and Commercial Workers Local 1262 and Employers Pension Fund	$	750,000	*		28,016		28,016	—	—
Univar USA Inc. Retirement Plan	$	385,000	*		14,381		14,381	—	—
UnumProvident Corporation	$	380,000	*		14,194		14,194	—	—
Van Kampen Harbor Fund	$	3,000,000	1.30	%	112,065	(5)	112,065	—   (5)	—	(5)
Vicis Capital Master Fund	$	600,000	*		22,413		22,413	—	—
Victory Convertible Fund	$	500,000	*		18,677		18,677	—	—
Victus Capital, LP	$	2,400,000	1.04	%	89,652		89,652	—	—
Xavex Convertible Arbitrage 5 Fund	$	750,000	*		28,016		28,016	—	—

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Name of Selling Securityholder	Aggregate Principal Amount of CODES Beneficially Owned That May Be Sold		Percentage of CODES Outstanding Before Offering		Number of Shares of Common Stock Held Before Offering (1)	Number of Shares of Common Stock That May Be Sold (2)	Number of Shares of Common Stock Held After Offering (3)	Percentage of Common Stock Outstanding After Offering (3)
Yield Strategies Fund I, L.P.	$	1,500,000	*		56,032	56,032	—	—
Yield Strategies Fund II, L.P.	$	1,500,000	*		56,032	56,032	—	—
Sub Total	$	141,948,000	61.72	%	5,333,077	5,302,495	30,582	*
All other holders of debt securities or future transferees, pledgees, donees, assignees or successors of any of those holders	$	88,052,000	38.28	%	N/A	3,289,200	N/A	N/A
TOTAL	$	230,000,000	100.0	%	N/A	8,591,696	N/A	N/A

 * Represents Less than 1.0%

(1) Includes shares of common stock held by such holder and the number of shares of common stock issuable upon conversion of the CODES of such holder as described in note (2) below.

(2) The number of shares of common stock that may be sold shown in the table above assumes conversion of the full amount of CODES held by such holder at the initial conversion rate of 37.3552 shares per $1,000 principal amount at maturity of CODES. This conversion rate is subject to certain adjustments. Accordingly, the number of shares of common stock issuable upon conversion of the CODES may increase or decrease from time to time. Under the terms of the indenture, fractional shares will not be issued upon conversion of the CODES. Cash will be paid instead of fractional shares, if any.

(3) Assumes all of the CODES and shares of common stock issuable upon their conversion are sold in the offering, with the total number of our shares of common stock outstanding being 52,029,424 shares (which was the total number of our common shares outstanding as of July 1, 2004).

(4) Lehman Brothers Inc. was one of the initial purchasers in connection with the private placement of the CODES and sold us the shares of our common stock repurchased by us concurrently with the closing of the private placement of the CODES. An affiliate of Lehman Brothers Inc. was a lender under our now-terminated credit facility, which was terminated in June 2004. Lehman Brothers Inc. has, along with certain of its affiliates, provided and may, from time to time, continue to provide investment banking, financial advisory and other services to us.

(5) Does not include shares of common stock held by the following affiliates: (i) Van Kampen Aggressive Growth—400,000 shares; (ii) U.S. Allianz Aggressive Growth—17,410 shares; and (iii) Van Kampen PIT Aggressive Growth—9,250 shares.

Only selling securityholders identified above who beneficially own the securities set forth opposite each such selling securityholders’s name in the foregoing table on the effective date of the registration statement of which this prospectus forms a part may sell such securities under the registration statement. Prior to any use of this prospectus in connection with an offering of the CODES and/or the underlying common stock by any holder not identified above, this prospectus will be supplemented or amended to set forth the name and other information about the selling securityholder intending to sell such CODES and the underlying common stock. The prospectus supplement or post-effective amendment will also disclose whether any selling securityholder selling in connection with such prospectus supplement or post-effective amendment has held any position or office with, been employed by or otherwise has had a material relationship with, us or any of our affiliates during the three years prior to the date of the prospectus supplement or post-effective amendment if such information has not been disclosed in this prospectus.

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PLAN OF DISTRIBUTION

We will not receive any of the proceeds of the sale of the CODES and the underlying common stock offered by this prospectus. The aggregate proceeds to the selling securityholders from the sale of the CODES or underlying common stock will be the purchase price of the CODES or underlying common stock less any discounts and commissions, if any. A selling securityholder reserves the right to accept and, together with their agents, to reject, any proposed purchase of CODES or common stock to be made directly or through agents.

The CODES and the underlying common stock may be sold from time to time to purchasers:

• directly by the selling securityholders and their successors, which includes their transferees, pledgees or donees or their successors, or

• through underwriters, broker-dealers or agents who may receive compensation in the form of discounts, concessions or commissions from the selling securityholders or the purchasers of the CODES and the underlying common stock. These discounts, concessions or commissions may be in excess of those customary in the types of transactions involved.

The selling securityholders and any underwriters, broker-dealers or agents who participate in the distribution of the CODES and the underlying common stock may be deemed to be “underwriters” within the meaning of Section 2(11) of the Securities Act. Any selling securityholder which is a broker-dealer or an affiliate of a broker dealer will be deemed to be an “underwriter” within the meaning of Section 2(11) of the Securities Act, unless such selling securityholder purchased in the ordinary course of business, and at the time of its purchase of the CODES to be resold, did not have any agreements or understandings, directly or indirectly, with any person to distribute the CODES. As a result, any profits on the sale of the CODES and the underlying common stock by selling securityholders who are deemed to be underwriters and any discounts, commissions or concessions received by any such broker-dealers or agents who are deemed to be underwriters may be deemed to be underwriting discounts or commissions under the Securities Act. Selling securityholders who are deemed to be “underwriters” within the meaning of Section 2(11) of the Securities Act will be subject to prospectus delivery requirements of the Securities Act and to certain statutory liabilities, including, but not limited to, those relating to Sections 11, 12 and 17 of the Securities Act and Rule l0b-5 under the Exchange Act. To our knowledge, none of the selling securityholders who are broker-dealers or affiliates of broker-dealers, other than the initial purchasers, purchased the CODES outside of the ordinary course of business or, at the time of the purchase of the CODES, had any agreements or understandings, directly or indirectly, with any person to distribute the CODES.

We will not receive any of the proceeds from the offering of CODES or the underlying common stock by the selling securityholders. The CODES and the underlying common stock may be offered and sold from time to time by the selling securityholders. The term “selling securityholders” includes transferees, pledgees, donees or other successors selling CODES and shares of the underlying common stock received after the date of this prospectus from a selling securityholder as a gift, pledge or partnership distribution. The selling securityholders will act independently of us in making decisions with respect to the timing, manner and size of each sale. If the CODES and the underlying common stock are sold through underwriters, broker-dealers or agents, the selling securityholders will be responsible for underwriting discounts or commissions or agents’ commissions.

The CODES and the underlying common stock may be sold in one or more transactions at:

• fixed prices;

• prevailing market prices at the time of sale;

• prices related to such prevailing market prices;

• varying prices determined at the time of sale; or

• negotiated prices.

These prices will be determined by the holders of the securities or by agreement between these holders and underwriters or dealers who may receive fees, concessions or commissions in connection with the sale. The

60

aggregate proceeds to the selling securityholders from the sale of the CODES or the underlying common stock offered by them hereby will be the purchase price of the CODES or the underlying common stock less discounts and commissions, if any.

These sales may be effected in transactions:

• on any national securities exchange or quotation service on which the CODES and underlying common stock may be listed or quoted at the time of sale, including the Nasdaq National Market in the case of the underlying common stock;

• in the over-the-counter market; or

• in transactions otherwise than on such exchanges or services or in the over-the-counter market.

These transactions may include block transactions or crosses. Crosses are transactions in which the same broker acts as an agent on both sides of the trade.

At the time a particular offering of the securities is made, if required, a prospectus supplement or post-effective amendment will be distributed, which will set forth the names of the selling securityholders, the aggregate amount and type of securities being offered and the terms of the offering, including, to the extent required, (1) the name or names of any underwriters, broker-dealers or agents, (2) any discounts, commissions and other terms constituting compensation from the selling securityholders and (3) any discounts, commissions or concessions allowed or reallowed to be paid to broker-dealers.

To our knowledge, there are currently no plans, arrangements or understandings between any selling securityholder and any underwriter, broker-dealer or agent regarding the sale of the CODES and the underlying common stock by the selling securityholders. Selling securityholders may decide not to sell any of the CODES and the underlying common stock offered by them pursuant to this prospectus. In addition, a selling securityholder may transfer, devise or gift the CODES and the underlying common stock by other means not described in this prospectus, in which case the transferees, pledges or other successors in interest will be the selling securityholders for purposes of this prospectus. In addition, any securities covered by this prospectus that qualify for sale pursuant to Rule 144 or Rule 144A under the Securities Act may be sold under Rule 144 or Rule 144A rather than pursuant to this prospectus.

Our common stock trades on the Nasdaq National Market under the symbol “CSGS.” We do not intend to apply for listing of the CODES on any securities exchange or for quotation through the Nasdaq National Market. Accordingly, no assurances can be given as to the development of liquidity or any trading market for the CODES. See “Risk Factors—Risk Factors relating to the CODES.”

We cannot assure you that any selling securityholder will sell any or all of the CODES or the underlying common stock with this prospectus. Further, we cannot assure you that any such selling securityholder will not transfer, devise or gift the CODES and the underlying common stock by other means not described in this prospectus. In addition, any CODES or underlying common stock covered by this prospectus that qualify for sale under Rule 144 or Rule 144A of the Securities Act may be sold under Rule 144 or Rule 144A rather than under this prospectus. The CODES and the underlying common stock may be sold in some states only through registered or licensed brokers or dealers. In addition, in some states the CODES and underlying common stock may not be sold unless they have been registered or qualified for sale or the sale is entitled to an exemption from registration.

The selling securityholders and any other person participating in the sale of CODES or the underlying common stock will be subject to the Exchange Act. The Exchange Act rules include, without limitation, Regulation M, which may limit the timing of purchases and sales of any of the CODES and the underlying common stock by the selling securityholders and any such other person. In addition, Regulation M of the

61

Exchange Act may restrict the ability of any person engaged in the distribution of the CODES and the underlying common stock to engage in market-making activities with respect to the particular CODES and the underlying common stock being distributed for a period of up to five business days before the commencement of such distribution. This may adversely affect the marketability of the CODES and the underlying common stock and the ability of any person or entity to engage in market-making activities with respect to the CODES and the underlying common stock.

Under the registration rights agreement filed as an exhibit to the registration statement of which this prospectus is a part, we and the selling securityholders will be indemnified by the other against certain liabilities, including certain liabilities under the Securities Act, or will be entitled to contribution in connection with these liabilities.

We are registering the CODES and the underlying common stock covered by the prospectus to permit holders to conduct public secondary trading of the securities from time to time after the date of this prospectus and after the registration statement becomes effective.

We have agreed to pay substantially all of the expenses incidental to the registration, offering and sale of the CODES and underlying common stock to the public other than commissions, fees and discounts of underwriters, brokers, dealers and agents. We estimate these expenses to be approximately $140,000.

We will use our reasonable best efforts to keep the registration statement effective until the earliest of:

• two years after the last date of original issuance of any of the CODES;

• the date when the holders of all of the CODES and the common stock issuable upon conversion of the CODES are able to sell all such securities immediately without restrictions under Rule 144(k) under the Securities Act or any successor provision;

• the date when all of the CODES and the common stock issuable upon conversion of the CODES have ceased to be outstanding (whether as a result of redemption, repurchase and cancellation, conversion or otherwise); and

• the date when all of the CODES and the common stock issuable upon conversion of the CODES are registered under the shelf registration statement and disposed of in accordance with either such registration statement or Rule 144 under the Securities Act or any successor provision.

We will be permitted to suspend the availability of the shelf registration statement and this prospectus during specified periods (not to exceed 90 days in the aggregate in any 360-day period) in specified circumstances, including circumstances relating to pending corporate developments, in our discretion. In these cases, we may prohibit offers and sales of CODES and the underlying common stock pursuant to the shelf registration statement.

Prior to the private placement of the CODES, there was no trading market for the CODES. Although the initial purchasers when the CODES were initially issued advised us that they intended to make a market in the CODES, they are not obligated to do so and may discontinue market-making activities at any time without notice. In addition, their market-making activities will be subject to limits imposed by the Securities Act and the Exchange Act and may be limited during the pendency of the shelf registration statement. Although the CODES issued in the private placement are eligible for trading on the PORTAL Market, CODES sold using this prospectus will no longer be eligible for trading in the PORTAL Market. We have not listed, and do not intend to list, the CODES on any securities exchange or automated quotation system. We cannot assure you that any market for the CODES will develop or be sustained. If an active market is not developed or sustained, the market price and liquidity of the CODES may be adversely affected.

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VALIDITY OF SECURITIES

The validity of the CODES and of the shares of common stock issuable upon the conversion thereof has been passed upon for us by Davis Polk & Wardwell, New York, New York.

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EXPERTS

The consolidated financial statements of CSG Systems International, Inc. as of December 31, 2003 and 2002, and for each of the years then ended, incorporated by reference in this prospectus, have been audited by KPMG LLP, an independent registered public accounting firm, as stated in their report thereto, which is incorporated herein by reference, and are incorporated by reference herein in reliance upon the authority of said firm as experts in accounting and auditing in giving said report. Reference is made to such report, which includes (i) an explanatory paragraph discussing our change in the method of accounting for stock-based compensation and (ii) an explanatory paragraph discussing adjustments that were made to reportable segments reflected in the 2001 consolidated financial statements, their audit of such adjustments, that they were not engaged to audit, review or apply any procedures to the 2001 consolidated financial statements other than with respect to such adjustments, and that they do not express an opinion on any other form of assurance on the 2001 consolidated financial statements taken as a whole.

The consolidated financial statements of CSG Systems International, Inc. for the year ended December 31, 2001, incorporated by reference in this prospectus, were audited by Arthur Andersen LLP, independent auditors, as stated in their report thereto, which report is incorporated herein by reference, and are incorporated by reference herein in reliance upon the authority of said firm as experts in accounting and auditing in giving said report. Arthur Andersen LLP has ceased active operations and has not consented to the inclusion of its report in our Annual Report on Form 10-K for the year ended December 31, 2003 or to the incorporation by reference of its report in this registration statement. Holders of CODES may have no effective remedy against Arthur Andersen LLP in connection with a material misstatement or omission in those financial statements.

WHERE YOU CAN FIND MORE INFORMATION

We file annual, quarterly and special reports, proxy statements and other information with the SEC. You may read and copy any document that we file at the Public Reference Room of the SEC at 450 Fifth Street, NW, Washington, D.C. 20549. You may obtain information on the operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330. In addition, the SEC maintains an Internet site at http://www.sec.gov, from which interested persons can electronically access the registration statement including the exhibits and schedules thereto.

The SEC allows us to “incorporate by reference” the information we file with them, which means that we can disclose important information to you by referring you to those documents. The information incorporated by reference is an important part of this prospectus, and information that we file later with the SEC will automatically update and supersede this information. We incorporate by reference the documents listed below and any future filings made with the SEC under Sections 13(a), 13(c), 14, or 15(d) of the Securities Exchange Act of 1934 until we sell all of the securities:

(a) Current Reports on Form 8-K dated March 17, 2004, May 20, 2004, May 25, 2004, May 27, 2004 and June 3, 2004;

(b) Quarterly Report on Form 10-Q for the quarter ended March 31, 2004;

(c) Annual Report on Form 10-K for the year ended December 31, 2003; and

(d) Description of our common stock set forth in our Registration Statement on Form 8-A dated January 11, 1996 and any amendment or report filed for the purpose of updating such description.

In no event, however, will any of the information furnished under Item 9 or Item 12 of any Current Report on Form 8-K that we have filed or may file from time to time with the SEC be incorporated by reference into, or otherwise be included in, this prospectus.

You may request a copy of these filings, at no cost, by writing to us at the following address or telephoning us at (303) 796-2850 between the hours of 9:00 a.m. and 4:00 p.m., Mountain time:

CSG Systems International, Inc.

Attention: Investor Relations

7887 East Belleview

Englewood, CO 80111

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PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

Item 14. Other Expenses of Issuance and Distribution

The following table sets forth the costs and expenses payable by the Registrant in connection with this registration statement and the sale of the securities being registered hereby. All amounts are estimates except the registration fee.

	Amount to be Paid
Registration fee	$	29,141
Printing		40,000
Legal fees and expenses (including Blue Sky fees)		35,000
Trustee fees and expenses		6,000
Accounting fees and expenses		20,000
Miscellaneous		9,859
TOTAL	$	140,000

Item 15. Indemnification of Directors and Officers

Section 145 of the Delaware General Corporation Law provides that a corporation may indemnify directors and officers as well as other employees and individuals against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by such person in connection with any threatened, pending or completed actions, suits or proceedings in which such person is made a party by reason of such person being or having been a director, officer, employee or agent to the Registrant. The Delaware General Corporation Law provides that Section 145 is not exclusive of other rights to which those seeking indemnification may be entitled under any bylaw, agreement, vote of stockholders or disinterested directors or otherwise. Section 6.1 of the Registrant’s Bylaws provides for indemnification by the Registrant of its directors and officers to the fullest extent permitted by the Delaware General Corporation Law.

Section 102(b)(7) of the Delaware General Corporation Law permits a corporation to provide in its certificate of incorporation that a director of the corporation shall not be personally liable to the corporation or its stockholders for monetary damages for breach of fiduciary duty as a director, except for liability (i) for any breach of the director’s duty of loyalty to the corporation or its stockholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) for unlawful payments of dividends or unlawful stock repurchases, redemptions or other distributions, or (iv) for any transaction from which the director derived an improper personal benefit. The Registrant’s Certificate of Incorporation provides for such limitation of liability.

The Registrant maintains standard policies of insurance under which coverage is provided (a) to its directors and officers against loss rising from claims made by reason of breach of duty or other wrongful act, and (b) to the Registrant with respect to payments which may be made by the Registrant to such officers and directors pursuant to the above indemnification provision or otherwise as a matter of law.

II-1

Item 16. Exhibits and Financial Statement Schedules

(a) The following exhibits are filed as part of this Registration Statement:

Exhibit No.	Document
4.1	Form of Indenture between the Registrant and Deutsche Bank Trust Company Americas relating to the CODES
4.2	Registration Rights Agreement dated as of June 2, 2004 between the Registrant and Lehman Brothers Inc.
4.3	Form of CODES (included in Exhibit 4.1)
5.1	Opinion of Davis Polk & Wardwell
12.1	Statement regarding computation of Ratio of Earnings to Fixed Charges
23.1	Consent of KPMG LLP
23.2	Consent of Davis Polk & Wardwell (included in Exhibit 5.1)
24.1	Powers of Attorney
25.1	Statement of Eligibility on Form T-1 of Deutsche Bank Trust Company Americas

Item 17. Undertakings

(a) The undersigned Registrant hereby undertakes:

(1) To file, during any period in which offers or sales are being made of securities registered hereby, a post-effective amendment to this registration statement:

(i) to include any prospectus required by Section 10(a)(3) of the Securities Act of 1933;

(ii) to reflect in the prospectus any facts or events arising after the effective date of this registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in this registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Securities and Exchange Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20 percent change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement;

(iii) to include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in this registration statement;

provided, however, that paragraphs (i) and (ii) above do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed with or furnished to the Securities and Exchange Commission by the Registrant pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in this registration statement.

(2) That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered herein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

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(b) The undersigned Registrant hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing of the registrant’s annual report pursuant to Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(c) Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the Registrant pursuant to the foregoing provisions under Item 15, or otherwise, the Registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue.

II-3

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Englewood, State of Colorado, on July 16, 2004.

CSG SYSTEMS INTERNATIONAL, INC.
By:	/s/    NEAL C. HANSEN
Name:	Neal C. Hansen
Title:	Chairman of the Board and Chief Executive Officer (Principal Executive Officer)

Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title
/s/    NEAL C. HANSEN         Neal C. Hansen	Chairman of the Board of Directors 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)
* George F. Haddix	Director
* Janice Obuchowski	Director
* Bernard W. Reznicek	Director
* Frank V. Sica	Director
* Donald V. Smith	Director
*By:                            /s/    JOSEPH T. RUBLE	Attorney-in-Fact
Joseph T. Ruble

II-4

EXHIBIT INDEX

Exhibit No.	Document
4.1	Indenture dated as of June 2, 2004 between the Registrant and Deutsche Bank Trust Company Americas relating to the CODES
4.2	Registration Rights Agreement dated as of June 2, 2004 between the Registrant and Lehman Brothers Inc.
4.3	Form of CODES (included in Exhibit 4.1)
5.1	Opinion of Davis Polk & Wardwell
12.1	Statement regarding computation of Ratio of Earnings to Fixed Charges
23.1	Consent of KPMG LLP
23.2	Consent of Davis Polk & Wardwell (included in Exhibit 5.1)
24.1	Powers of Attorney
25.1	Statement of Eligibility on Form T-1 of Deutsche Bank Trust Company Americas

II-5

EX-4.1

Exhibit 4.1

EXECUTION COPY

CSG SYSTEMS INTERNATIONAL, INC.

2.50% Senior Subordinated Convertible Contingent Debt Securities^SM (CODES^SM) due 2024

INDENTURE

Dated as of June 2, 2004

Deutsche Bank Trust Company Americas

TRUSTEE

TABLE OF CONTENTS

		Page
	ARTICLE I
	DEFINITIONS AND INCORPORATION BY REFERENCE
Section 1.1	Definitions	1
Section 1.2	Other Definitions	9
Section 1.3	Incorporation by Reference of Trust Indenture Act	10
Section 1.4	Rules of Constructions	10
Section 1.5	Acts of Holders	11
	ARTICLE II
	THE SECURITIES
Section 2.1	Title, Form and Dating	12
Section 2.2	Execution and Authentication	13
Section 2.3	Registrar, Paying Agent and Conversion Agent	13
Section 2.4	Paying Agent to Hold Money and Securities in Trust	14
Section 2.5	Securityholder Lists	14
Section 2.6	Transfer and Exchange	15
Section 2.7	Replacement Securities	17
Section 2.8	Outstanding Securities; Determinations of Holders’ Action	18
Section 2.9	Temporary Securities	18
Section 2.10	Cancellation	19
Section 2.11	Defaulted Interest	19
Section 2.12	Persons Deemed Owners	20
Section 2.13	Global Securities	20
Section 2.14	CUSIP Numbers	26
	ARTICLE III
	REDEMPTION AND REPURCHASE AT THE OPTION OF HOLDERS
Section 3.1	Company’s Right to Redeem; Notices to Trustee	27
Section 3.2	Selection of Securities to Be Redeemed	27
Section 3.3	Redemption Notice	28
Section 3.4	Effect of Redemption Notice	29
Section 3.5	Deposit of Redemption Price	29
Section 3.6	Securities Redeemed in Part	29

i

Section 3.7	Repurchase of Securities at Option of Holders	30
Section 3.8	Effect of Repurchase Notice; Withdrawal	36
Section 3.9	Deposit of Repurchase Price	37
Section 3.10	Securities Repurchased in Part	37
Section 3.11	Covenant to Comply With Securities Laws Upon Repurchase of Securities	37
Section 3.12	Repayment to the Company	37
	ARTICLE IV
	COVENANTS
Section 4.1	Payment of Securities	38
Section 4.2	SEC and Other Reports	38
Section 4.3	Compliance Certificate	38
Section 4.4	Further Instruments and Acts	38
Section 4.5	Maintenance of Office or Agency	38
Section 4.6	Delivery of Certain Information	39
Section 4.7	Statement by Officer as to Default	39
Section 4.8	Additional Amounts Notice	39
Section 4.9	Tax Treatment of Securities	39
	ARTICLE V
	SUCCESSOR CORPORATION
Section 5.1	When Company May Merge or Transfer Assets	40
	ARTICLE VI
	DEFAULTS AND REMEDIES
Section 6.1	Events of Default	41
Section 6.2	Acceleration	42
Section 6.3	Other Remedies	43
Section 6.4	Waiver of Past Defaults	43
Section 6.5	Control by Majority	43
Section 6.6	Limitation on Suits	44
Section 6.7	Rights of Holders to Receive Payment	44
Section 6.8	Collection Suit by Trustee	44
Section 6.9	Trustee May File Proofs of Claim	44
Section 6.10	Priorities	45
Section 6.11	Undertaking for Costs	45

ii

Section 6.12	Waiver of Stay, Extension or Usury Laws	46
	ARTICLE VII
	TRUSTEE
Section 7.1	Duties of Trustee	46
Section 7.2	Rights of Trustee	47
Section 7.3	Individual Rights of Trustee	49
Section 7.4	Trustee’s Disclaimer	49
Section 7.5	Notice of Defaults	49
Section 7.6	Reports by Trustee to Holders	49
Section 7.7	Compensation and Indemnity	50
Section 7.8	Replacement of Trustee	50
Section 7.9	Successor Trustee by Merger	51
Section 7.10	Eligibility; Disqualification	51
Section 7.11	Preferential Collection of Claims Against Company	51
	ARTICLE VIII
	DISCHARGE OF INDENTURE
Section 8.1	Discharge of Liability on Securities	52
Section 8.2	Repayment to the Company	52
	ARTICLE IX
	AMENDMENTS
Section 9.1	Without Consent of Holders	52
Section 9.2	With Consent of Holders	53
Section 9.3	Compliance with TIA	54
Section 9.4	Revocation and Effect of Consents, Waivers and Actions	54
Section 9.5	Notation on or Exchange of Securities	54
Section 9.6	Trustee to Sign Supplemental Indentures	55
Section 9.7	Effect of Supplemental Indentures	55
	ARTICLE X
	CONVERSIONS
Section 10.1	Conversion Right and Conversion Price	55
Section 10.2	Conversion Procedures	58
Section 10.3	Settlement Procedures Upon Conversion	60
Section 10.4	Fractional Shares	62
Section 10.5	Adjustment of Conversion Rate	63

iii

Section 10.6	Consolidation or Merger of the Company	71
Section 10.7	Notice of Adjustment	72
Section 10.8	Notice in Certain Events	73
Section 10.9	Company to Reserve Stock; Registration; Listing	73
Section 10.10	Taxes on Conversion	74
Section 10.11	Conversion After Interest Payment Record Date	74
Section 10.12	Company Determination Final	75
Section 10.13	Responsibility of Trustee for Conversion Provisions	75
Section 10.14	Unconditional Right of Holders to Convert	75
	ARTICLE XI
	SUBORDINATION OF THE SECURITIES
Section 11.1	Agreement to Subordinate	75
Section 11.2	Liquidation, Dissolution, Bankruptcy	76
Section 11.3	Default on Designated Senior Indebtedness of the Company	76
Section 11.4	Acceleration of Payment of Securities	77
Section 11.5	When Distribution Must Be Paid Over	78
Section 11.6	Subrogation	78
Section 11.7	Relative Rights	78
Section 11.8	Subordination May Not Be Impaired	78
Section 11.9	Rights of Trustee and Paying Agent	78
Section 11.10	Distribution or Notice to Representative	79
Section 11.11	Not to Prevent Events of Default or Limit Right to Accelerate	79
Section 11.12	Trustee Entitled to Rely	79
Section 11.13	Trustee to Effectuate Subordination	80
Section 11.14	Trustee Not Fiduciary for Holders of Senior Indebtedness	80
Section 11.15	Reliance by Holders of Senior Indebtedness on Subordination Provisions	80
Section 11.16	Amendments	80
	ARTICLE XII
	CONTINGENT INTEREST
Section 12.1	Contingent Interest	80
	ARTICLE XIII
	MISCELLANEOUS
Section 13.1	Trust Indenture Act Controls	81

iv

Section 13.2	Notices	81
Section 13.3	Communication by Holders with Other Holders	82
Section 13.4	Certificate and Opinion as to Conditions Precedent	82
Section 13.5	Statements Required in Certificate or Opinion	82
Section 13.6	Separability Clause	82
Section 13.7	Rules by Trustee, Paying Agent, Conversion Agent and Registrar	82
Section 13.8	Legal Holidays	83
Section 13.9	GOVERNING LAW; WAIVER OF JURY TRIAL	83
Section 13.10	No Recourse Against Others	83
Section 13.11	Successors	83
Section 13.12	Multiple Originals	83
Section 13.13	Effect of Headings and Table of Contents	83

EXHIBIT A	Form of Global Security
EXHIBIT B	Form of Certificated Security
EXHIBIT C	Transfer Certificate
EXHIBIT D	Form of Holder Optional Repurchase Notice
EXHIBIT E	Form of Change in Control Repurchase Notice

v

CROSS-REFERENCE TABLE*

TIA Sections		Indenture Sections
§ 310	(a)	7.10
	(b)	7.10
§ 311		7.11
§ 312	(a)	2.5
	(b)	13.3
	(c)	13.3
§ 313		7.6
§ 314	(a)	4.2, 4.3
	(c)	13.4
	(e)	13.5
§ 315	(a)	7.1(b)
	(b)	7.5
	(c)	7.1(a)
	(d)	7.1(c)
	(e)	6.11
§ 316	(a)	2.8, 6.4, 6.5
	(b)	6.7
	(c)	1.5(e)
§ 317	(a)	6.8
	(b)	6.9
	(c)	2.4, 3.5, 3.9
§ 318		13.1

* This Cross Reference Table shall not, for any purpose, be deemed to be part of the Indenture.

vi

INDENTURE dated as of June 2, 2004 between CSG SYSTEMS INTERNATIONAL, INC., a Delaware corporation (“Company”), and DEUTSCHE BANK TRUST COMPANY AMERICAS, a New York banking corporation (“Trustee”).

Each party agrees as follows for the benefit of the other party and for the equal and ratable benefit of the Holders of the Company’s 2.50% Senior Subordinated Convertible Contingent Debt Securities^SM (CODES^SM) due 2024:

ARTICLE I

DEFINITIONS AND INCORPORATION BY REFERENCE

Section 1.1 Definitions.

“144A Global Security” means a permanent Global Security in the form of the Security attached hereto as Exhibit A, and that is deposited with and registered in the name of the Depositary, representing Securities sold in reliance on Rule 144A under the Securities Act.

“Additional Amounts” shall have the meaning specified in the Registration Rights Agreement.

“Affiliate” of any specified Person means any other Person directly or indirectly controlling or controlled by or under direct or indirect common control with such specified Person. For the purposes of this definition, “control” when used with respect to any specified Person means the power to direct or cause the direction of the management and policies of such Person, directly or indirectly, whether through the ownership of voting securities, by contract or otherwise; and the terms “controlling” and “controlled” have meanings correlative to the foregoing.

“Applicable Procedures” means, with respect to any transfer or transaction involving a Global Security or beneficial interest therein, the rules and procedures of the Depositary for such Security, in each case to the extent applicable to such transaction and as in effect from time to time.

“Average Conversion Value” of $1,000 principal amount of the Securities for any period equals the sum of the Conversion Values for each Trading Day in such period divided by the number of Trading Days in such period.

“Bankruptcy Law” means Title 11 of the, U.S. Code or any similar federal, state or non-U.S. law for the relief of debtors.

“Board of Directors” means either the board of directors of the Company or any duly authorized committee of such board.

“Board Resolution” means one or more resolutions, certified by the secretary of the Company to have been duly adopted or consented to by the Board of Directors and to be in full force and effect, and delivered to the Trustee.

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“Business Day” means any day other than a Saturday, a Sunday or a day on which banking institutions in The City of New York are authorized or required by law, regulation or executive order to close.

“Capital Stock” for any corporation means any and all shares, interests, rights to purchase, warrants, options, participations or other equivalents of or interests in (however designated) stock issued by that corporation.

“Cash Equivalents” means (i) any evidence of Indebtedness issued or directly and fully guaranteed or insured by the United States government or any agency or instrumentality thereof having maturities of not more than one year from the date of acquisition, (ii) certificates of deposit and eurodollar time deposits with maturities of one year or less from the date of acquisition, bankers’ acceptances with maturities not exceeding one year and overnight bank deposits, in each case with any domestic commercial bank having capital and surplus in excess of $250.0 million and a Thompson Bank Watch Rating of “B” or better, or whose short-term debt has the highest rating obtainable from Moody’s or S&P, (iii) any money market deposit account issued or offered by a domestic commercial bank having capital and surplus in excess of $250.0 million and a Thompson Bank Watch Rating of “B” or better, or whose short-term debt has the highest rating obtainable from Moody’s or S&P, (iv) repurchase obligations with a term of not more than seven days for underlying securities of the types described in clauses (i) and (ii) above entered into with any financial institution meeting the qualifications specified in clause (ii) above, and (v) commercial paper having the highest rating obtainable from Moody’s or S&P, and in each case maturing within one year after the date of acquisition.

“Certificated Securities” means Securities that are in the form of the Securities attached hereto as Exhibit B.

“Closing Price” means, on any date, (i) the closing per share sale price (or if no closing sale price is reported, the average of the bid and ask prices or, if more than one in either case, the average of the average bid and the average ask prices) on that date as reported on the Nasdaq National Market or, if the Common Stock is not listed on the Nasdaq National Market, on the principal U.S. national or regional securities exchange or inter-dealer quotation system on which the Common Stock is then listed for trading; (ii) if the Common Stock is not reported on the Nasdaq National Market and not listed for trading on a U.S. national or regional securities exchange or inter-dealer quotation system on the relevant date, the last quoted bid price for the Common Stock in the over-the-counter market on the relevant date as reported by the National Quotation Bureau or similar organization; or (iii) if the Common Stock is not reported on the Nasdaq National Market and not listed for trading on a U.S. national or regional securities exchange or inter-dealer quotation system and is not quoted in the over-the-counter market, the average of the mid-points of the last bid and ask prices for the Common Stock on the relevant date from each of three nationally recognized independent securities dealers the Company selects for this purpose; provided that if such prices cannot reasonably be obtained from three such dealers, but are obtained from two such dealers, then the “Closing Price” will be the average of the mid-points of such bid and ask prices from those two dealers, and if such prices can reasonably be obtained from only one such dealer, then the “Closing Price” will be the mid-point of such bid and ask prices from that dealer.

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“Common Stock” shall mean the shares of common stock, $0.01 par value per share, of the Company as they exist on the date of this Indenture or any other shares of Capital Stock of the Company into which such shares of common stock shall be reclassified or changed.

“Company” means the party named as the “Company” in the first paragraph of this Indenture until a successor replaces it pursuant to the applicable provisions of this Indenture and, thereafter, shall mean such successor. The foregoing sentence shall likewise apply to any subsequent such successor or successors.

“Company Request” or “Company Order” means a written request or order signed in the name of the Company by any Officer.

“Continuing Director” shall mean, as of any date of determination, any member of the board of directors of the Company who:

(A) was a member of the board of directors of the Company on the date hereof; or

(B) was nominated for election or elected to the board of directors of the Company with the approval of two-thirds of the Continuing Directors who were members of the board of directors of the Company at the time of the new director’s nomination or election.

“Conversion Date” means, with respect to any Holder, the date on which such Holder has satisfied all the requirements to convert its Securities as described in Section 10.2 hereof.

“Conversion Price” means, with respect to a share of Common Stock on any given day, the quotient of (i) $1,000 principal amount of Securities divided by (ii) the number of shares of Common Stock issuable upon conversion of a $1,000 principal amount of Securities on that day, assuming that such conversion is settled entirely with shares (including fractional shares).

“Conversion Rate” means the number of shares of Common Stock into which each $1,000 of principal amount of Securities is convertible, which shall initially be 37.3552 shares, subject to adjustments as set forth in this Indenture.

“Conversion Value” per $1,000 principal amount of Securities means, on any given day, the product of (x) the Closing Price on that day and (y) the Conversion Rate on such day.

“Corporate Trust Office” means the principal office of the Trustee at which at any time its corporate trust business shall be administered, which office at the date hereof is located at 60 Wall Street, New York, NY 10005, Attention: Trust and Securities Services, or such other address as the Trustee may designate from time to time by notice to the Holders and the Company, or the principal corporate trust office of any successor Trustee (or such other address as a successor Trustee may designate from time to time by notice to the Holders and the Company).

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“Default” means any event which is, or after the giving of notice or the passage of time or both, would become an Event of Default.

“Defaulted Interest” has the meaning assigned to it in Section 2 of the Form of Reverse of Global Security contained in Exhibit A.

“Designated Senior Indebtedness” means any Senior Indebtedness which, at the date of determination, has an aggregate principal amount outstanding of at least $25 million and is specifically designated as “Designated Senior Indebtedness” for purposes of this Indenture in the instrument creating or evidencing such Senior Indebtedness, or any related agreements or documents to which the Company is a party, provided that the instrument, agreement or other document may place limitations and conditions on the right of the creditor to exercise the rights of the Designated Senior Indebtedness.

“Ex-Dividend Date” means, with respect to any issuance or distribution on shares of Common Stock, the first date on which the shares of Common Stock trade regular way on the principal inter-dealer quotation system or securities market on which the shares of Common Stock are then traded without the right to receive such issuance or distribution.

“Exchange Act” means the Securities Exchange Act of 1934, as amended.

“Global Securities” means Securities that are in the form of the Securities attached hereto as Exhibit A, and to the extent that such Securities are required to bear the Legend required by Section 2.6(f), such Securities will be in the form of a 144A Global Security.

“Holder” or “Securityholder” means a Person in whose name a Security is registered on the Registrar’s books.

“Indebtedness” means, with respect to any Person, any indebtedness of that Person, whether or not contingent, in respect of borrowed money or evidenced by bonds, debentures or similar instruments or letters of credit (or reimbursement agreements in respect thereof) or banker’s acceptances or representing capital lease obligations or the balance deferred and unpaid of the purchase price of any property or representing any hedging obligations if and to the extent any of the foregoing indebtedness (other than letters of credit and hedging obligations) would appear as a liability upon a balance sheet of such Person prepared in accordance with GAAP, as well as all indebtedness of others secured by a lien on any assets of such Person (whether or not such indebtedness is assumed by such Person) and, to the extent not otherwise included, the guarantee by such Person of any indebtedness of any other Person.

“Indenture” means this Indenture, as amended or supplemented from time to time in accordance with the terms hereof, including the provisions of the TIA that are deemed to be a part hereof.

“Interest Payment Date” means the stated due date of an installment of interest on the Securities as specified in Section 2 of the Form of Reverse of Global Security contained in Exhibit A.

4

“Interest Payment Record Date” means the June 1 and December 1 preceding an Interest Payment Date.

“Issue Date” of any Security means the date on which the Security was originally issued or deemed issued as set forth on the face of the Security.

“Market Capitalization” means, on any given date, the product of the Closing Price of Common Stock multiplied by the number of shares of Common Stock outstanding on such date.

“Moody’s” means Moody’s Investors Service, Inc., and its successors.

“Officer” means the Chairman of the Board, the Chief Executive Officer, the President, the Chief Operating Officer, any Executive Vice President, any Senior Vice President, the Treasurer or Chief Financial Officer, the Secretary or any Assistant Secretary of the Company or any other Person that is so designated in an Officer’s Certificate.

“Officer’s Certificate” means a written certificate containing the information specified in Sections 13.4(1) and 13.5, signed in the name of the Company by any Officer, and delivered to the Trustee. An Officer’s Certificate given pursuant to Section 4.3 shall be signed by an authorized financial or accounting Officer of the Company but need not contain the information specified in Sections 13.4(1) and 13.5.

“Opinion of Counsel” means a written opinion from legal counsel who is acceptable to the Trustee containing the information specified in Sections 13.4(2) and 13.5. The counsel may be an employee of, or counsel to, the Company.

“Outstanding”, when used with respect to a Security, means, as of the date of determination, all Securities heretofore authenticated and delivered under this Indenture, except Securities:

(1) previously canceled by the Trustee or delivered to the Trustee for cancellation;

(2) for the payment or redemption of which money in the necessary amount has been previously deposited with the Trustee or any Paying Agent (other than the Company) in trust or set aside and segregated in trust by the Company (if the Company shall act as its own Paying Agent) for the Holders of such Securities; provided, however, that if such Securities are to be redeemed, notice of such redemption has been duly given pursuant to this Indenture; and

(3) which have been paid in exchange for or in lieu of other Securities which have been authenticated and delivered pursuant to this Indenture, other than any such Security in respect of which there shall have been presented to the Trustee proof satisfactory to it that such Securities are held by a bona fide purchaser in whose hands such Securities are valid obligations of the Company.

5

“Person” means any individual, corporation, limited liability company, partnership, joint venture, association, joint-stock company, trust, unincorporated organization, or government or any agency or political subdivision thereof.

“Redemption Date” means the date specified for redemption of the Securities in accordance with the terms of the Securities and this Indenture.

“Redemption Price” shall have the meaning set forth in Section 3.1.

“Register” means the Company’s method for recording the registration of transfer or for exchange of the Securities.

“Registration Rights Agreement” means the Registration Rights Agreement, dated the date hereof, between the Company and Lehman Brothers Inc., Deutsche Bank Securities Inc. and the other financial institutions identified as initial purchasers under the Purchase Agreement, dated as of May 27, 2004, between the Company and the Initial Purchasers relating to the offer and sale of the Securities.

“Responsible Officer” shall mean, when used with respect to the Trustee, any officer of the Trustee with direct responsibility for the administration of this Indenture, including any principal, managing director, director or any other officer of the Trustee who customarily performs functions similar to those performed by the persons who at the time shall be such officers, respectively, or to whom any corporate trust matter is referred because of such person’s knowledge of and familiarity with the particular subject.

“Restricted Security” means a Security required to bear the restrictive legend set forth in the form of Security set forth in Exhibits A and B of this Indenture.

“Rule 144A” means Rule 144A under the Securities Act (or any successor provision), as it may be amended from time to time.

“S&P” means Standard & Poor’s, a division of The McGraw-Hill Companies, Inc., and its successors.

“SEC” means the Securities and Exchange Commission.

“Securities Act” means the Securities Act of 1933, as amended.

“Security” or “Securities” means any of the Company’s CODES^SM, as amended or supplemented from time to time, issued under this Indenture.

“Securityholder” or “Holder” means a person in whose name a Security is registered on the Registrar’s books.

“Senior Indebtedness” means (i) all existing and future Indebtedness of the Company outstanding under credit facilities and all hedging obligations with respect to that Indebtedness; (ii) any other existing and future Indebtedness incurred by the Company, unless the instrument under which that Indebtedness is incurred expressly provides that it is pari passu

6

with or subordinated in right of payment to the Securities; and (iii) all principal, interest (including interest accruing on or after the filing of any petition in bankruptcy or for reorganization, whether or not a claim for post-filing interest is allowed in such proceeding), premium, penalties, fees, charges, expenses, indemnification, reimbursement obligations, damages, guarantees and other liabilities or amounts payable under the documentation governing any Indebtedness referred to in clauses (i) and (ii) above. Notwithstanding anything to the contrary in the foregoing, “Senior Indebtedness” will not include (i) any liability for federal, state, local or other taxes owed or owing by the Company, (ii) any Indebtedness of the Company to any of its subsidiaries or other Affiliates, or (iii) any trade payables of the Company.

“Significant Subsidiary” means a “Significant Subsidiary within the meaning ascribed to such term in Rule 405 of the Securities Act or any group of two or more Subsidiaries that, taken as a whole, would constitute a Significant Subsidiary if they were a single Person.

“Stated Maturity”, when used with respect to any Security, means June 15, 2024.

“Subsidiary” means any Person of which at least a majority of the outstanding Voting Stock shall at the time directly or indirectly be owned or controlled by the Company or by one or more Subsidiaries or by the Company and one or more Subsidiaries.

“TIA” means the Trust Indenture Act of 1939 as in effect on the date of this Indenture; provided, however, that in the event the TIA is amended after such date, TIA means, to the extent required by any such amendment, the TIA as so amended.

“Trading Day” means a day during which trading in securities generally occurs on the Nasdaq National Market or, if the Common Stock is not listed on the Nasdaq National Market, on the principal U.S. national or regional securities exchange or inter-dealer quotation system on which the Common Stock is then listed for trading; provided that no day on which the Common Stock experiences any of the following (each, a “Non-Trading Event”) shall count as a Trading Day:

(a) any suspension of or limitation imposed on quotation or trading of the Common Stock on the Nasdaq National Market or any other national or regional securities exchange or association, inter-dealer quotation system or over-the-counter market; or

(b) the Nasdaq National Market or any other relevant national or regional securities exchange or association, inter-dealer quotation system or over-the-counter market on which the Common Stock trades closes on any Business Day that would otherwise be a Trading Day prior to its scheduled closing time unless such earlier closing time is announced by the exchange at least one hour prior to the earlier of (i) the actual closing time for the regular trading session on such exchange and (ii) the submission deadline for orders to be entered into the exchange for execution on such Business Day.

In determining whether a Non-Trading Event has occurred: (1) a limitation on the hours or number of days of trading will not constitute a Non-Trading Event if it results from an announced change in the regular business hours of the relevant market or exchange, (2) a decision to permanently discontinue trading in either the Common Stock or futures or options

7

contracts relating to the Common Stock will not constitute a Non-Trading Event, (3) limitations on trading pursuant to any applicable rule or regulation enacted or promulgated by the Nasdaq National Market, any other self-regulatory organization or the SEC on trading during significant market fluctuations will constitute a Non-Trading Event if they result in one of the events described under clause (a) or (b) above, and (4) no Non-Trading Event will be deemed to occur at any time when the relevant market or exchange is closed for trading under ordinary circumstances.

“Trading Price” of the Securities means, on any date of determination, the average of the secondary market bid quotations per $1,000 principal amount of Securities obtained by the Company or the Conversion Agent for $10 million principal amount of the Securities at approximately 3:30 p.m. (New York City time) on such determination date from three independent nationally recognized securities dealers selected by the Company; provided that if at least three such bids cannot reasonably be obtained from three independent nationally recognized securities dealers, but are obtained from two independent nationally recognized securities dealers, then the average of the two bids shall be used, and if such prices can reasonably be obtained from only one independent nationally recognized securities dealer, that one bid shall be used. If either the Company or the Conversion Agent cannot reasonably obtain at least one bid for $10 million principal amount of the Securities from a nationally recognized securities dealer, then the “Trading Price” of the Securities for that date will, for purposes of determining the Average Conversion Value, be deemed to be 97.9% of (a) the Conversion Rate of the Securities on such determination date multiplied by (b) the Closing Price of the Common Stock on such determination date.

“Trustee” means the party named as the “Trustee” in the first paragraph of this Indenture until a successor replaces it pursuant to the applicable provisions of this Indenture and, thereafter, shall mean such successor. The foregoing sentence shall likewise apply to any subsequent such successor or successors.

“Volume-Weighted Average Price” per share on any Trading Day means the volume-weighted average prices as displayed under the heading “Bloomberg VWAP” on Bloomberg Page CSGS <equity> AQR in respect of the period from 9:30 a.m. to 4:00 p.m. (New York City time) on that Trading Day (or if such volume-weighted average price is not available, the market value of one share of Common Stock on such Trading Day as the Company determines in good faith using a volume-weighted method).

“Voting Stock” of a Person means Capital Stock of such Person of the class or classes pursuant to which the holders thereof have the general voting power under ordinary circumstances to elect at least a majority of the board of directors, managers or trustees of such Person (irrespective of whether or not at the time Capital Stock of any other class or classes shall have or might have voting power by reason of the happening of any contingency).

8

Section 1.2 Other Definitions.

Term:	Section defined in:
“Act”	1.5
“Additional Amounts Notice”	4.8
“Agent Members”	2.13(e)(5)
“beneficial owner”	3.7(b)
“Cash Amount”	10.3(a)(3)(A)(iii)
“Cash Settlement Averaging Period”	10.3(a)(3)
“Cash Settlement Notice Period”	10.2(b)
“Change in Control”	3.7(b)
“Change in Control Company Notice”	3.7(c)
“Change in Control Repurchase Date”	3.7(b)
“Change in Control” Repurchase Notice”	3.7(d)
“Change in Control Repurchase Price”	3.7(b)
“Change in Control Repurchase Right”	3.7(b)
“Common Stock Price Condition”	10.1(b)(1)
“Common Stock Restrictive Legend”	2.6(f)
“Company Purchase Notice”	3.7(d)
“Contingent Interest”	12.1
“Conversion Agent”	2.3
“Conversion Obligation”	10.2(b)
“Conversion Retraction Period”	10.3(a)(2)
“Depositary”	2.1(a)
“distributed assets”	10.5(d)
“DTC”	2.1(a)
“Event of Default”	6.1
“ex” date	10.5(g)(1)
“Expiration Time”	10.5(f)
“Fair Market Value”	10.5(g)
“Final Notice Date”	10.3(a)
“Holder Optional Repurchase Notice”	3.7(a)
“Interest Period	12.1
“issuer tender offer”	3.11
“Legal Holiday”	13.8
“Legend”	2.6(f)
“Measurement Period”	10.1(b)(2)
“Non-Electing Share”	10.6
“Notice of Default”	6.1(8)
“Optional Repurchase Date”	3.7(a)
“Optional Repurchase Right”	3.7(a)
“Optional Repurchase Price”	3.7(a)
“Paying Agent”	2.3
“QIB”	2.1(a)
“Record Date”	10.5(g)
“Redemption Notice”	3.3

9

Term:	Section defined in:
“Reference Period”	10.5(d)
“Registrar”	2.3
“Repurchase Date”	3.7(b)
“Repurchase Notice”	3.7(d)
“Repurchase Price”	3.7(b)
“Repurchase Right”	3.7(b)
“Rule 144A Information”	4.6
“Special Record Date”	2.11(a)
“Spin-Off”	10.5(g)
“Then-Current Market Price”	10.3(a)
“transfer”	2.13(d)
“Trigger Event”	10.5(d)

Section 1.3 Incorporation by Reference of Trust Indenture Act. Whenever this Indenture refers to a provision of the TIA, the provision is incorporated by reference in and made a part of this Indenture. The following TIA terms used in this Indenture have the following meanings:

“Commission” means the U.S. Securities and Exchange Commission.

“indenture securities” means the Securities.

“indenture security holder” means a Securityholder.

“indenture to be qualified” means this Indenture.

“indenture trustee” or “institutional trustee” means the Trustee.

“obligor” on the indenture securities means the Company.

All other TIA terms used in this Indenture that are defined by the TIA, defined by TIA reference to another statute or defined by SEC rule have the meanings assigned to them by such definitions.

Section 1.4 Rules of Construction. Unless the context otherwise requires:

(1) a term has the meaning assigned to it;

(2) an accounting term not otherwise defined has the meaning assigned to it in accordance with U.S. generally accepted accounting principles as in effect from time to time;

(3) “or” is not exclusive;

(4) “including” means including, without limitation; and

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(5) words in the singular include the plural, and words in the plural include the singular.

Section 1.5 Acts of Holders.

(a) Any request, demand, authorization, direction, notice, consent, waiver or other action provided by this Indenture to be given or taken by Holders may be embodied in and evidenced by one or more instruments of substantially similar tenor signed by such Holders in person or by an agent duly appointed in writing; and, except as herein otherwise expressly provided, such action shall become effective when such instrument or instruments are delivered to the Trustee and, where it is hereby expressly required, to the Company, as described in Section 13.2. Such instrument or instruments (and the action embodied therein and evidenced thereby) are herein sometimes referred to as the “Act” of Holders signing such instrument or instruments. Proof of execution of any such instrument or of a writing appointing any such agent shall be sufficient for any purpose of this Indenture and conclusive in favor of the Trustee and the Company, if made in the manner provided in this Section.

(b) The fact and date of the execution by any Person of any such instrument or writing may be proved by the affidavit of a witness of such execution or by a certificate of a notary public or other officer authorized by law to take acknowledgments of deeds, certifying that the individual signing such instrument or writing acknowledged to such officer the execution thereof. Where such execution is by a signer acting in a capacity other than such signer’s individual capacity, such certificate or affidavit shall also constitute sufficient proof of such signer’s authority. The fact and date of the execution of any such instrument or writing, or the authority of the Person executing the same, may also be proved in any other manner that the Trustee deems sufficient.

(c) The principal amount and serial number of any Security and the ownership of Securities shall be proved by the Register.

(d) Any request, demand, authorization, direction, notice, consent, waiver or other Act of any Holder shall bind every future Holder of the same Security and the Holder of every Security issued upon the registration of transfer thereof or in exchange therefor or in lieu thereof in respect of anything done, omitted or suffered to be done by the Trustee or the Company in reliance thereon, whether or not notation of such action is made upon such Security.

(e) If the Company shall solicit from the Holders any request, demand, authorization, direction, notice, consent, waiver or other Act, the Company may, at its option, by or pursuant to a Board Resolution, fix in advance a record date for the determination of Holders entitled to give such request, demand, authorization, direction, notice, consent, waiver or other Act, but the Company shall have no obligation to do so. If such a record date is fixed, such request, demand, authorization, direction, notice, consent, waiver or other Act may be given before or after such record date, but only the Holders of record at the close of business on such record date shall be deemed to be Holders for the purposes of determining whether Holders of the requisite proportion of Outstanding Securities have authorized or agreed or consented to such request, demand, authorization, direction, notice, consent, waiver or other Act, and for that purpose the Outstanding Securities shall be computed as of such record date; provided that no

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such authorization, agreement or consent by the Holders on such record date shall be deemed effective unless it shall become effective pursuant to the provisions of this Indenture not later than six months after the record date.

ARTICLE II

THE SECURITIES

Section 2.1 Title, Form and Dating. The Securities shall be known and designated as the “2.50% Senior Subordinated Convertible Contingent Debt Securities^SM (CODES^SM) due 2024” or the “2.50% CODES due 2024” of the Company. The aggregate principal amount of Securities which may be authenticated and delivered under this Indenture is limited to $230,000,000, except for securities authenticated and delivered upon registration of, or transfer of, or in exchange for, or in lieu of other Securities pursuant to Sections 2.6, 2.7, 2.8, 2.13, 3.7, or 10.3.

The Securities and the Trustee’s certificate of authentication shall be substantially in the form of Exhibits A and B, which are a part of this Indenture, and, to the extent applicable, the Company and the Trustee, by their execution and delivery of this Indenture expressly agree to such terms and provisions and to be bound thereby. The Securities may have notations, legends or endorsements required by law, stock exchange rule or usage (provided that any such notation, legend or endorsement required by usage is in a form acceptable to the Company). The Company shall provide any such notations, legends or endorsements to the Trustee in writing. Each Security shall be dated the date of its authentication.

(a) 144A Global Securities. Securities offered and sold within the United States to qualified institutional buyers as defined in Rule 144A (“QIBs”) in reliance on Rule 144A shall be issued initially in the form of a 144A Global Security, which shall be deposited with the Trustee at its Corporate Trust Office, as custodian for the Depositary and registered in the name of The Depository Trust Company (“DTC”) or the nominee thereof (such depositary, or any successor thereto, and any such nominee being hereinafter referred to as the “Depositary”), duly executed by the Company and authenticated by the Trustee as hereinafter provided. The aggregate principal amount of the 144A Global Securities may from time to time be increased or decreased by adjustments made on the records of the Trustee and the Depositary as hereinafter provided.

(b) Global Securities in General. Each Global Security shall represent such of the outstanding Securities as shall be specified therein and each shall provide that it shall represent the aggregate amount of outstanding Securities from time to time endorsed thereon and that the aggregate amount of outstanding Securities represented thereby may from time to time be reduced or increased, as appropriate, to reflect exchanges, redemptions, repurchases and conversions.

Any adjustment of the aggregate principal amount of a Global Security to reflect the amount of any increase or decrease in the amount of outstanding Securities represented thereby shall be made by the Trustee in accordance with instructions given by the Holder thereof

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as required by Section 2.13 hereof and shall be made on the records of the Trustee and the Depositary.

(c) Book-Entry Provisions. This Section 2.1(c) shall apply only to Global Securities deposited with or on behalf of the Depositary.

The Company shall execute and the Trustee shall, in accordance with this Section 2.1(c), authenticate and deliver initially one or more Global Securities that (a) shall be registered in the name of the Depositary, (b) shall be delivered by the Trustee to the Depositary or pursuant to the Depositary’s instructions and (c) shall bear legends substantially in the form contained in the legend included in Exhibit A attached hereto; provided that the Legend (other than the first and second paragraphs thereof) may be removed from such Global Security on satisfaction of the conditions specified in this Indenture.

(d) Certificated Securities. Securities not issued as interests in the Global Securities will be issued in certificated form substantially in the form of Exhibit B attached hereto; provided that the Legend may be removed from such Securities on satisfaction of the conditions specified in this Indenture.

Section 2.2 Execution and Authentication. The Securities shall be executed on behalf of the Company by any Officer. The signature of the Officer on the Securities may be manual or facsimile.

Securities bearing the manual or facsimile signatures of individuals who were Officers at the time of the execution of the Securities shall bind the Company, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Securities or did not hold such offices at the date of authentication of such Securities.

No Security shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose unless there appears on such Security a certificate of authentication substantially in the form provided for herein duly executed by the Trustee by manual signature of an authorized officer, and such certificate upon any Security shall be conclusive evidence, and the only evidence, that such Security has been duly authenticated and delivered hereunder.

The Trustee shall authenticate and deliver the Securities for original issue in an aggregate principal amount of up to $230,000,000 aggregate principal amount upon one or more Company Orders without any further action by the Company (other than as contemplated in Section 13.4 and Section 13.5 hereof). The aggregate principal amount of the Securities due at the Stated Maturity thereof outstanding at any time may not exceed the amount set forth in the foregoing sentence.

The Securities shall be issued only in fully registered form, without coupons, in denominations of $1,000 principal amount and whole multiples of $1,000.

Section 2.3 Registrar, Paying Agent and Conversion Agent. The Company shall maintain an office or agency where Securities may be presented for registration of transfer or for exchange (“Registrar”), an office or agency where Securities may be presented for

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purchase or payment (“Paying Agent”) and an office or agency where Securities may be presented for conversion, which shall initially be the Trustee and its successors and assigns (“Conversion Agent”). The Registrar shall keep a register of the Securities and of their transfer and exchange. The Company may have one or more co-registrars, one or more additional paying agents and one or more additional conversion agents. The term Paying Agent includes any additional paying agent, including any named pursuant to Section 4.5. The term Conversion Agent includes any additional conversion agent, including any named pursuant to Section 4.5.

The Company shall enter into an appropriate agency agreement with any Registrar, Paying Agent, Conversion Agent, or co-registrar (in each case, if such person is a person other than the Trustee or the Company). The agreement shall implement the provisions of this Indenture that relate to such agent. The Company shall notify the Trustee in writing of the name and address of any such agent. If the Company fails to maintain a Registrar, Paying Agent or Conversion Agent, the Trustee shall act as such and shall be entitled to appropriate compensation therefor pursuant to Section 7.7. The Company or any Subsidiary or an Affiliate of either of them may act as Paying Agent, Registrar, Conversion Agent or co-registrar. The Conversion Agent may not be an Affiliate of the Company or any Subsidiary thereof.

The Company initially appoints the Trustee as Registrar, Conversion Agent and Paying Agent in connection with the Securities.

Section 2.4 Paying Agent to Hold Money and Securities in Trust. Except as otherwise provided herein, on or prior to 10:00 a.m. New York City time on each due date of payments in respect of any Security, the Company shall deposit with the Paying Agent a sum of money (in immediately available funds if deposited on the due date) sufficient to make such payments when so becoming due. The Company shall require each Paying Agent (other than the Trustee) to agree in writing (i) that the Paying Agent shall hold in trust for the benefit of Securityholders or the Trustee all money (and, in the event that the Company provides such Paying Agent with Common Stock or other securities in connection with any obligation the Company may have under the Securities, such Common Stock or other securities) held by the Paying Agent for the making of payments in respect of the Securities and (ii) that it shall notify the Trustee of any default by the Company in making any such payments. At any time during the continuance of any such default, the Paying Agent (if it is not the Trustee) shall, upon the written request of the Trustee, forthwith pay to the Trustee all money, Common Stock or other securities so held in trust. If the Company, a Subsidiary or an Affiliate of the Company acts as Paying Agent, it shall segregate the money held by it as Paying Agent and hold it as a separate trust fund. The Company at any time may require a Paying Agent to pay all money, Common Stock or other securities held by it to the Trustee and to account for any funds, Common Stock or other securities disbursed by it. Upon doing so, the Paying Agent shall have no further liability for such money, Common Stock or other securities.

Section 2.5 Securityholder Lists. The Trustee shall preserve in as current a form as is reasonably practicable the most recent list available to it of the names and addresses of Securityholders. If the Trustee is not the Registrar, the Company shall cause to be furnished to the Trustee at least semiannually on each Interest Payment Record Date a listing of Securityholders dated within 15 days of the date on which the list is furnished and at such other

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times as the Trustee may request in writing a list in such form and as of such date as the Trustee may reasonably require of the names and addresses of Securityholders.

Section 2.6 Transfer and Exchange. (a) Subject to Section 2.13 hereof, upon surrender for registration of transfer of any Security, together with a written instrument of transfer satisfactory to the Registrar duly executed by the Securityholder or such Securityholder’s attorney duly authorized in writing, at the office or agency of the Company designated as Registrar or co-registrar pursuant to Section 2.3, the Company shall execute, and the Trustee shall authenticate and deliver, in the name of the designated transferee or transferees, one or more new Securities of any authorized denomination or denominations, of a like aggregate principal amount. The Company shall not charge a service charge for any registration of transfer or exchange, but the Company may require payment of a sum sufficient to pay all taxes, assessments or other governmental charges that may be imposed in connection with the transfer or exchange of the Securities from the Securityholder requesting such transfer or exchange.

At the option of the Holder, Securities may be exchanged for other Securities of any authorized denomination or denominations, of a like aggregate principal amount upon surrender of the Securities to be exchanged, together with a written instrument of transfer satisfactory to the Registrar duly executed by the Securityholder or such Securityholder’s attorney duly authorized in writing, at such office or agency. Whenever any Securities are so surrendered for exchange, the Company shall execute, and the Trustee shall authenticate and deliver, the Securities which the Holder making the exchange is entitled to receive.

The Company shall not be required to make, and the Registrar need not register, transfers or exchanges of Securities selected for redemption (except, in the case of Securities to be redeemed in part, the portion thereof not to be redeemed) or any Securities in respect of which a Repurchase Notice has been given and not withdrawn by the Holder thereof in accordance with the terms of this Indenture (except, in the case of Securities to be purchased in part, the portion thereof not to be purchased) or any Securities for a period of 15 days before the mailing of a Redemption Notice of Securities to be redeemed.

(b) Notwithstanding any provision to the contrary herein, so long as a Global Security remains outstanding and is held by or on behalf of the Depositary, (i) transfers of beneficial interests in a Global Security, in whole or in part, may be effected only through a book-entry system maintained by the Holder of such Global Security (or its agent) in accordance with Applicable Procedures, (ii) ownership of a beneficial interest in the Global Security shall be required to be reflected in book-entry form and (iii) transfers of Global Securities or beneficial interests in Global Securities shall be made only in accordance with Sections 2.12 and 2.13 and this Section 2.6(b). Transfers of a Global Security shall be limited to transfers of such Global Security in whole, or in part, to the Depositary or nominees of the Depositary or to a successor of the Depositary or such successor’s nominee.

(c) Successive registrations and registrations of transfers and exchanges as aforesaid may be made from time to time as desired, and each such registration shall be noted on the register for the Securities.

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(d) Any Registrar appointed pursuant to Section 2.3 hereof shall provide to the Trustee such information as the Trustee may reasonably require in connection with the delivery by such Registrar of Securities upon transfer or exchange of Securities.

(e) No Registrar shall be required to make registrations of transfer or exchange of Securities during any periods designated in the text of the Securities or in this Indenture as periods during which such registration of transfers and exchanges need not be made.

If Securities are issued upon the transfer, exchange or replacement of Securities subject to restrictions on transfer and bearing the legends set forth on the forms of Security attached hereto as Exhibits A and B setting forth such restrictions (collectively, the “Legend”), or if a request is made to remove the Legend on a Security, the Securities so issued shall bear the Legend, or the Legend shall not be removed, as the case may be, unless there is delivered to the Company and the Registrar such satisfactory evidence, which shall include an opinion of counsel having substantial experience in practice under the Securities Act and otherwise reasonably acceptable to the Company, the Trustee and the Registrar (if not the same Person as the Trustee), addressed to the Company, the Trustee and the Registrar (if not the same Person as the Trustee) and in form acceptable to the Company, as may be reasonably required by the Company, the Trustee and the Registrar (if not the same Person as the Trustee), that neither the Legend nor the restrictions on transfer set forth therein are required to ensure that transfers thereof comply with the provisions of Rule 144A or Rule 144 under the Securities Act or that such Securities are not “restricted” within the meaning of Rule 144 under the Securities Act. Upon (i) provision of such satisfactory evidence, (ii) the expiration of two years after the later of the last date on which the Securities were originally issued and the last date on which the Company, or any of its Affiliates, were the owner of Securities or (iii) notification by the Company to the Trustee and Registrar of the sale of such Security pursuant to a registration statement that is effective at the time of such sale, the Trustee, upon receipt of a Company Order, shall authenticate and deliver a Security that does not bear the Legend. If the Legend is removed from the face of a Security and the Security is subsequently held by the Company, a Subsidiary of the Company or, to the extent known to the Company, another Affiliate of the Company, the Legend shall be reinstated.

In the event Rule 144(k) as promulgated under the Securities Act is amended to change the two-year period under Rule 144(k), then, the references in the Legend to “TWO YEARS”, and in the corresponding transfer restrictions described above, will be deemed to refer to such changed period, from and after receipt by the Trustee of an Officer’s Certificate and an Opinion of Counsel to that effect. As soon as practicable after the Company knows of the effectiveness of any such amendment to change the two-year period under Rule 144(k), unless such changes would otherwise be prohibited by, or would cause a violation of, the federal securities laws applicable at the time, the Company will provide to the Trustee an Officer’s Certificate and an Opinion of Counsel as to the effectiveness of such amendment and the effectiveness of such change to the restrictive legends and transfer restrictions.

Until the Legend on any Restricted Security has been removed in compliance with this Section 2.6(f), all shares of Common Stock (or other securities issuable upon conversion as a result of the provisions of this Indenture) issued upon conversion of such Restricted Security shall bear a legend substantially in the form of the Legend (the “Common Stock Restrictive Legend”) and shall be subject to the same restrictions on transfer as such Restricted Security. At

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any time following the time when the restrictions on transfer set forth in the Common Stock Restrictive Legend shall have expired in accordance with their terms or shall have terminated under applicable law, the holder of such Common Stock may, upon surrender of the certificate representing such Common Stock to the Company’s transfer agent in accordance with such agent’s customary procedures (accompanied, in the event that such restrictions on transfer have terminated by reason of a transfer in compliance with Rule 144 or any successor provision, by such satisfactory evidence, which shall include an opinion of counsel having substantial experience in practice under the Securities Act and otherwise reasonably acceptable to the Company and transfer agent, addressed to the Company and transfer agent and in form acceptable to the Company and transfer agent, as may be reasonably required by the Company and the transfer agent, that neither the Legend nor the restrictions on transfer set forth therein are required to ensure that transfers thereof comply with the provisions of Rule 144A or Rule 144 under the Securities Act or that such Common Stock is not “restricted” within the meaning of Rule 144 under the Securities Act), exchange such certificate and receive a new certificate representing such Common Stock, in like amount, which shall not bear the Common Stock Restrictive Legend.

Section 2.7 Replacement Securities. If (a) any mutilated Security is surrendered to the Trustee, or (b) the Company and the Trustee receive evidence to their satisfaction of the destruction, loss or theft of any Security, and there is delivered to the Company and the Trustee such security or indemnity as may be required by them to save each of them harmless, then, in the absence of notice to the Company or the Trustee that such Security has been acquired by a bona fide purchaser, the Company shall execute and, upon receipt of a Company Order, the Trustee shall authenticate and deliver, in exchange for any such mutilated Security or in lieu of any such destroyed, lost or stolen Security, a new Security of like tenor and principal amount, bearing a certificate number not contemporaneously outstanding.

In case any such mutilated, destroyed, lost or stolen Security has become or is about to become due and payable, or is about to be purchased by the Company pursuant to Article 3 hereof, the Company in its discretion may, instead of issuing a new Security, pay or purchase such Security, as the case may be.

Upon the issuance of any new Securities under this Section 2.7, the Company may require the payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto and any other expenses (including the fees and expenses of the Trustee) connected therewith.

Every new Security issued pursuant to this Section 2.7 in lieu of any mutilated, destroyed, lost or stolen Security shall constitute an original additional contractual obligation of the Company, whether or not the destroyed, lost or stolen Security shall be at any time enforceable by anyone, and shall be entitled to all benefits of this Indenture equally and proportionately with any and all other Securities duly issued hereunder.

The provisions of this Section 2.7 are exclusive and shall preclude (to the extent lawful) all other rights and remedies with respect to the replacement or payment of mutilated, destroyed, lost or stolen Securities.

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Section 2.8 Outstanding Securities; Determinations of Holders’ Action. Securities Outstanding at any time are all the Securities authenticated by the Trustee except for those cancelled by it, those paid pursuant to Section 2.7, those delivered to it for cancellation and those described in this Section 2.8 as not outstanding. A Security does not cease to be Outstanding because the Company or an Affiliate thereof holds the Security; provided, however, that in determining whether the Holders of the requisite principal amount of Securities have given or concurred in any request, demand, authorization, direction, notice, consent, waiver, or other Act hereunder, Securities owned by the Company or any other obligor upon the Securities or any Affiliate of the Company or such other obligor shall be disregarded and deemed not to be Outstanding, except that, in determining whether the Trustee shall be protected in relying upon any such request, demand, authorization, direction, notice, consent, waiver or other Act, only Securities which a Responsible Officer of the Trustee actually knows to be so owned shall be so disregarded. Subject to the foregoing, only Securities Outstanding at the time of such determination shall be considered in any such determination (including, without limitation, determinations pursuant to Articles VI and VIII).

If a Security is replaced pursuant to Section 2.7, it ceases to be Outstanding unless the Trustee receives proof satisfactory to it that the replaced Security is held by a bona fide purchaser.

If the Paying Agent holds, in accordance with this Indenture, on a Redemption Date, or on the Business Day following a Repurchase Date, or on Stated Maturity, money sufficient to pay Securities payable on that date, then immediately after such Redemption Date, Repurchase Date or Stated Maturity, as the case may be, such Securities shall cease to be Outstanding and interest, including Contingent Interest and Additional Amounts, if any, on such Securities shall cease to accrue; provided that if such Securities are to be redeemed, notice of such redemption has been duly given pursuant to this Indenture or provision therefor satisfactory to the Trustee has been made.

If a Security is converted in accordance with Article X, then from and after the time of conversion on the Conversion Date, such Security shall cease to be outstanding and interest, including Contingent Interest and Additional Amounts, if any, shall cease to accrue on such Security.

Section 2.9 Temporary Securities. Pending the preparation of definitive Securities, the Company may execute, and upon Company Order the Trustee shall authenticate and deliver, temporary Securities which are printed, typewritten or otherwise produced, in any authorized denomination, substantially of the tenor of the definitive Securities in lieu of which they are issued and with such appropriate insertions, omissions, substitutions and other variations as the Officer executing such Securities may determine, as conclusively evidenced by such Officer’s execution of such Securities.

If temporary Securities are issued, the Company will cause definitive Securities to be prepared without unreasonable delay. After the preparation of definitive Securities, the temporary Securities shall be exchangeable for definitive Securities upon surrender of the temporary Securities at the office or agency of the Company designated for such purpose pursuant to Section 2.3, without charge to the Holder. Upon surrender for cancellation of any

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one or more temporary Securities, the Company shall execute and the Trustee shall authenticate and deliver in exchange therefor a like principal amount of definitive Securities of authorized denominations. Until so exchanged the temporary Securities shall in all respects be entitled to the same benefits under this Indenture as definitive Securities.

Section 2.10 Cancellation. If the Company shall acquire any of the Securities, such acquisition shall not operate as a redemption or satisfaction of the indebtedness represented by such Securities unless the same are delivered to the Trustee for cancellation. All Securities surrendered for payment, repurchase by the Company, conversion, redemption or registration of transfer or exchange shall, if surrendered to any person other than the Trustee, be delivered to the Trustee and shall be promptly cancelled by it. The Company may at any time deliver to the Trustee for cancellation any Securities previously authenticated and delivered hereunder which the Company may have acquired in any manner whatsoever, and all Securities so delivered shall be promptly cancelled by the Trustee. The Company may not issue new Securities to replace Securities it has paid or delivered to the Trustee for cancellation or that any Holder has converted pursuant to Article IX. No Securities shall be authenticated in lieu of or in exchange for any Securities cancelled as provided in this Section, except as expressly permitted by this Indenture. All cancelled Securities held by the Trustee shall be disposed of by the Trustee in accordance with the Trustee’s customary procedure.

Section 2.11 Defaulted Interest. When any installment of interest (including Contingent Interest and Additional Amounts, if any) becomes Defaulted Interest, such installment shall forthwith cease to be payable to the Holders in whose names the Securities were registered on the Interest Payment Record Date applicable to such installment of interest. Defaulted Interest may be paid by the Company, at its election, as provided in Section 2.11(a) or (b).

(a) The Company may elect to make payment of any Defaulted Interest (including any interest payable on such Defaulted Interest) to the Holders in whose names the Securities are registered at the close of business on a special record date for the payment of such Defaulted Interest (a “Special Record Date”), which shall be fixed in the following manner: the Company shall notify the Trustee in writing of the amount of Defaulted Interest proposed to be paid and the date of the proposed payment, and at the same time the Company shall deposit with the Trustee an amount of money equal to the aggregate amount proposed to be paid in respect of such Defaulted Interest or shall make arrangements satisfactory to the Trustee for such deposit prior to the date of the proposed payment, such money when deposited to be held in trust for the benefit of the Holders entitled to such Defaulted Interest as provided in this Section 2.11(a). Thereupon the Trustee shall fix a Special Record Date for the payment of such Defaulted Interest, which shall be not more than 15 calendar days and not less than ten calendar days prior to the date of the proposed payment and not less than ten calendar days after the receipt by the Trustee of the notice of the proposed payment. The Trustee shall promptly notify the Company of such Special Record Date and, in the name and at the expense of the Company, shall cause notice of the proposed payment of such Defaulted Interest and the Special Record Date therefor to be sent, first-class mail, postage prepaid, to each Holder at such Holder’s address as it appears in the registration books of the Registrar, not less than ten calendar days prior to such Special Record Date. Notice of the proposed payment of such Defaulted Interest and the Special Record Date therefor having been mailed as aforesaid, such Defaulted Interest shall be paid to the

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Holders in whose names the Securities are registered at the close of business on such Special Record Date and shall no longer be payable pursuant to Section 2.11(b); or

(b) The Company may make payment of any Defaulted Interest (including any interest on such Defaulted Interest) in any other lawful manner not inconsistent with the requirements of any inter-dealer quotation system or securities exchange on which the Securities may be listed, and upon such notice as may be required by such exchange or inter-dealer quotation system, if, after notice given by the Company to the Trustee of the proposed payment pursuant to this Section 2.11(b), such manner of payment shall be deemed practicable by the Trustee.

Section 2.12 Persons Deemed Owners. Prior to due presentment of a Security for registration of transfer, the Company, the Trustee and any agent of the Company or the Trustee may treat the Person in whose name such Security is registered as the owner of such Security for the purpose of receiving payment of principal of the Security or the payment of any Redemption Price or Repurchase Price in respect thereof, and interest (including Contingent Interest and Additional Amounts, if any) thereon, for the purpose of conversion and for all other purposes whatsoever, except for the rights of holders of beneficial interests in the Securities as provided in Section 2.13(a)(iii) whether or not such Security be overdue, and neither the Company, the Trustee nor any agent of the Company or the Trustee shall be affected by notice to the contrary.

Section 2.13 Global Securities. (a) Notwithstanding any other provisions of this Indenture or the Securities, (A) transfers of a Global Security, in whole or in part, shall be made only in accordance with Section 2.6 and Section 2.13(a)(i), (B) transfers or exchanges of a beneficial interest in a Global Security for an interest in the same or another Global Security shall comply with Section 2.6 and Section 2.13(a)(ii) below, (C) transfers of a beneficial interest in a Global Security for a Certificated Security shall comply with Section 2.6, Sections 2.13(a)(iii) and 2.13(e)(1) below, and (D) transfers of a Certificated Security shall comply with Section 2.6 and Sections 2.13(a)(iv) and (v) below.

(i) Transfer of Global Security. A Global Security may not be transferred, in whole or in part, to any Person other than the Depositary or a nominee or any successor thereof, and no such transfer to any such other Person may be registered; provided that this clause (i) shall not prohibit any transfer of a Certificated Security that is issued in exchange for a Global Security. No transfer of a Global Security to any Person shall be effective under this Indenture or the Securities unless and until such Security has been registered in the name of such Person. Nothing in this Section 2.13(a)(i) shall prohibit or render ineffective any transfer of a beneficial interest in a Global Security effected in accordance with the other provisions of this Section 2.13.

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(ii) Transfer of a Beneficial Interest in a Global Security; Exchange of a Beneficial Interest in a Global Security for a Beneficial Interest in the Same or Another Global Security.

a. A beneficial interest in a Global Security may not be transferred, nor may it be exchanged for a beneficial interest in another Global Security, except upon satisfaction of the requirements set forth below. Upon receipt by the Trustee of a request to effect such a transfer or exchange in accordance with Applicable Procedures, together with:

(A) so long as the Securities are Restricted Securities, certification in the form set forth in Exhibit C;

(B) written instructions from the Company to the Trustee to make, or direct the Registrar to make, in the case of a transfer or exchange of a beneficial interest in a Global Security, an appropriate adjustment on its books and records with respect to such Global Securities to reflect such transfer or exchange, respectively, and containing information regarding the Depositary account to be credited; and

(C) if the Company or the Trustee so requests, an opinion of counsel or other evidence reasonably satisfactory to it as to the compliance with the restrictions set forth in the Legend in accordance with Section 2.6 above,

then the Trustee, (1) shall cause, or direct the Registrar to cause, in accordance with the standing instructions and procedures existing between the Depositary and the Registrar, the aggregate principal amount of the Securities represented by the appropriate Global Security to be decreased by the aggregate principal amount that the other Global Security is increased and (2) in accordance with the standing instructions and procedures existing between the Depositary and the Registrar and Applicable Procedures, shall debit and credit or cause to be debited or credited, as appropriate, to the accounts of the persons specified in such instructions a beneficial interest in the Global Security or Global Securities, as appropriate, equal to the amount of the beneficial interests so transferred or exchanged.

b. Other than transfers to the Company or to an Affiliate of the Company, beneficial interests in a Global Security that is not a Restricted Security may not be transferred to a

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Person who takes delivery thereof in the form a beneficial interest in a Global Security that is a Restricted Security.

(iii) Transfer or Exchange of a Beneficial Interest in a Global Security for a Certificated Security. A beneficial interest in a Global Security may not be exchanged for a Certificated Security except upon satisfaction of the requirements set forth below and in Section 2.13(e)(1) below. Upon receipt by the Trustee of a transfer of a beneficial interest in a Global Security in accordance with Applicable Procedures for a Certificated Security in the form satisfactory to the Trustee, together with:

a. so long as the Securities are Restricted Securities, certification in the form set forth in Exhibit C;

b. written instructions from the Company to the Trustee to make, or direct the Registrar to make, an adjustment on its books and records with respect to such Global Security to reflect a decrease in the aggregate principal amount of the Securities represented by the Global Security, such instructions to contain information regarding the Depositary account to be credited with such decrease; and

c. if the Company or the Trustee so requests, an opinion of counsel or other evidence reasonably satisfactory to it as to the compliance with the restrictions set forth in the Legend in accordance with Section 2.6 above,

then the Trustee shall cause, or direct the Registrar to cause, in accordance with the standing instructions and procedures existing between the Depositary and the Registrar, the aggregate principal amount of the Securities represented by the Global Security to be decreased by the aggregate principal amount of the Certificated Security to be issued, shall issue such Certificated Security (with a Legend thereon unless the Legend shall be removed pursuant to Section 2.6 above) and shall debit or cause to be debited to the account of the Person specified in such instructions a beneficial interest in the Global Security equal to the principal amount of the Certificated Security so issued. In the event that Certificated Securities are not issued to each such beneficial owner promptly after the Registrar has received a request from the Holder of a Global Security to issue such Certificated Securities (or promptly after the Holder has complied with all the requirements of Section 2.6), the Company expressly acknowledges, with respect to the right of any Holder to pursue a remedy pursuant to Sections 6.5 and 6.6 hereof, the right of any holder of a beneficial interest in the Securities to pursue such remedy with respect to the portion of the

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Global Security that represents such beneficial holder’s Securities as if such Certificated Securities had been issued.

(iv) Transfer and Exchange of Certificated Securities. When Certificated Securities are presented to the Registrar with a request:

a. to register the transfer of such Certificated Securities; or

b. to exchange such Certificated Securities for an equal principal amount of Certificated Securities of other authorized denominations,

the Registrar shall register the transfer or make the exchange as requested if its reasonable requirements for such transaction are met; provided, however, that the Certificated Securities surrendered for transfer or exchange:

a. shall be duly endorsed or accompanied by a written instrument of transfer in form reasonably satisfactory to the Company and the Registrar, duly executed by the Holder thereof or his attorney duly authorized in writing; and

b. so long as such Securities are Restricted Securities, such Securities are being transferred or exchanged pursuant to an effective registration statement under the Securities Act or pursuant to clause (A), (B) or (C) below, and are accompanied by the following additional information and documents, as applicable:

(A) if such Certificated Securities are being delivered to the Registrar by a Holder for registration in the name of such Holder, without transfer, a certification from such Holder to that effect; or

(B) if such Certificated Securities are being transferred to the Company, a certification to that effect; or

(C) if such Certificated Securities are being transferred pursuant to an exemption from registration, (i) a certification to that effect (in the form set forth in Exhibit C, if applicable) and (ii) if the Company or Registrar so requests, an opinion of counsel or other evidence reasonably satisfactory to it as to the compliance with the restrictions set forth in the Legend, as set forth in Section 2.6 above.

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(v) Transfer of a Certificated Security for a Beneficial Interest in a Global Security. A Certificated Security may not be exchanged for a beneficial interest in a Global Security except upon satisfaction of the requirements set forth below.

Upon receipt by the Trustee of a Certificated Security, duly endorsed or accompanied by appropriate instruments of transfer, in form satisfactory to the Trustee, together with:

(I) so long as the Securities are Restricted Securities, certification, in the form set forth in Exhibit C, that such Certificated Security is being transferred to a QIB in accordance with Rule 144A; and

(II) written instructions directing the Trustee to make, or to direct the Registrar to make, an adjustment on its books and records with respect to such Global Security to reflect an increase in the aggregate principal amount of the Securities represented by the Global Security, such instructions to contain information regarding the Depositary account to be credited with such increase, then the Trustee shall cancel such Certificated Security and cause, or direct the Registrar to cause, in accordance with the standing instructions and procedures existing between the Depositary and the Registrar, the aggregate principal amount of Securities represented by the Global Security to be increased by the aggregate principal amount of the Certificated Security to be exchanged, and shall credit or cause to be credited to the account of the Person specified in such instructions a beneficial interest in the Global Security equal to the principal amount of the Certificated Security so cancelled. If no Global Securities are then outstanding, the Company shall issue and the Trustee shall authenticate, upon written order of the Company in the form of an Officer’s Certificate, a new Global Security in the appropriate principal amount.

(b) Subject to Section 2.13(c), every Security shall be subject to the restrictions on transfer provided in the Legend and in the Indenture including the delivery of an opinion of counsel, if so provided. Whenever any Restricted Security is presented or surrendered for registration of transfer or exchange, such Security must be accompanied by a certificate in substantially the form set forth in Exhibit C, dated the date of such surrender and signed by the Holder of such Security, as to compliance with such restrictions on transfer. The Registrar shall not be required to accept for such registration of transfer or exchange any Security not so accompanied by a properly completed certificate.

(c) The restrictions imposed by the Legend upon the transferability of any Security shall cease and terminate when such Security has been sold pursuant to an effective registration statement under the Securities Act or transferred in compliance with Rule 144 under the Securities Act (or any successor provision thereto) or, if earlier, upon the expiration of the holding period applicable to sales thereof under Rule 144(k) under the Securities Act (or any successor provision). Any Security as to which such restrictions on transfer shall have expired in accordance with their terms or shall have terminated may, upon a surrender of such Security for exchange to the Registrar in accordance with the provisions of this Section 2.13 (accompanied,

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in the event that such restrictions on transfer have terminated by reason of a transfer in compliance with Rule 144 or any successor provision, by an opinion of counsel having substantial experience in practice under the Securities Act and otherwise reasonably acceptable to the Company, addressed to the Company and in form acceptable to the Company, to the effect that the transfer of such Security has been made in compliance with Rule 144 or such successor provision), be exchanged for a new Security, of like tenor and aggregate principal amount, which shall not bear the restrictive Legend, all in accordance with Section 2.6 above. The Company shall inform the Trustee of the effective date of any registration statement registering the Securities under the Securities Act. The Trustee shall not be liable for any action taken or omitted to be taken by it in good faith in accordance with the aforementioned opinion of counsel or registration statement.

(d) As used in the preceding two paragraphs of this Section 2.13, the term “transfer” encompasses any sale, pledge, transfer, loan, hypothecation, or other disposition of any interest in any Security.

(e) The provisions of clauses (1), (2), (3), (4) and (5) below shall apply only to Global Securities:

(1) Notwithstanding any other provisions of this Indenture or the Securities, except as provided in Section 2.13(a)(ii), a Global Security shall not be exchanged in whole or in part for a Security registered in the name of any Person other than the Depositary or one or more nominees thereof or a successor of the Depositary a nominee thereof; provided that a Global Security may be exchanged for Securities registered in the names of any Person designated by the Depositary in the event that (i) the Depositary has notified the Company that it is unwilling or unable to continue as Depositary for such Global Security or such Depositary has ceased to be a “clearing agency” registered under the Exchange Act, and a successor Depositary is not appointed by the Company within 90 days or (ii) an Event of Default has occurred and is continuing with respect to the Securities. Any Global Security exchanged pursuant to clause (i) above shall be so exchanged in whole and not in part, and any Global Security exchanged pursuant to clause (ii) above may be exchanged in whole or from time to time in part as may be directed by the Depositary. Any Security issued in exchange for a Global Security or any portion thereof shall be a Global Security; provided that any such Security so issued that is registered in the name of a Person other than the Depositary or a nominee thereof shall not be a Global Security.

(2) Securities issued in exchange for a Global Security or any portion thereof shall be issued in definitive, fully registered form, without interest coupons, shall have an aggregate principal amount equal to that of such Global Security or portion thereof to be so exchanged, shall be registered in such names and be in such authorized denominations as the Depositary shall designate and shall bear the applicable legends provided for herein. Any Global Security to be exchanged in whole shall be surrendered by the

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Depositary to the Trustee, as Registrar. With regard to any Global Security to be exchanged in part, either such Global Security shall be so surrendered for exchange or, if the Trustee is acting as custodian for the Depositary or its nominee with respect to such Global Security, the principal amount thereof shall be reduced, by an amount equal to the portion thereof to be so exchanged, by means of an appropriate adjustment made on the records of the Trustee. Upon any such surrender or adjustment, the Trustee shall authenticate and deliver the Security issuable on such exchange to or upon the order of the Depositary or an authorized representative thereof.

(3) Subject to the provisions of clause (5) below, the registered Holder may grant proxies and otherwise authorize any Person, including Agent Members (as defined below) and Persons that may hold interests through Agent Members, to take any action which a holder is entitled to take under this Indenture or the Securities.

(4) In the event of the occurrence of any of the events specified in clauses (1) or (2) above, the Company will promptly make available to the Trustee a reasonable supply of Certificated Securities in definitive, fully registered form, without interest coupons.

(5) Neither any members of, or participants in, the Depositary (collectively, the “Agent Members”) nor any other Persons on whose behalf Agent Members may act shall have any rights under this Indenture with respect to any Global Security registered in the name of the Depositary or any nominee thereof, or under any such Global Security, and the Depositary or such nominee, as the case may be, may be treated by the Company, the Trustee and any agent of the Company or the Trustee as the absolute owner and holder of such Global Security for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the Company, the Trustee or any agent of the Company or the Trustee from giving effect to any written certification, proxy or other authorization furnished by the Depositary or such nominee, as the case may be, or impair, as between the Depositary, its Agent Members and any other Person on whose behalf an Agent Member may act, the operation of customary practices of such Persons governing the exercise of the rights of a holder of any Security.

(f) By its acceptance of any Security bearing the Legend, each Holder acknowledges the restrictions on transfer of such Security set forth in this Indenture and agrees that it will transfer such Security only as provided in this Indenture.

Section 2.14 CUSIP Numbers. The Company may issue the Securities with one or more “CUSIP” numbers (if then generally in use), and, if so, the Trustee shall use “CUSIP” numbers in notices of redemption as a convenience to Holders; provided that any such notice may state that no representation is made as to the correctness of such numbers either as printed on the Securities or as contained in any notice of a redemption and that reliance may be placed

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only on the other identification numbers printed on the Securities, and any such redemption shall not be affected by any defect in or omission of such numbers. The Company will promptly notify the Trustee in writing of any change in the CUSIP numbers.

ARTICLE III

REDEMPTION AND REPURCHASE AT THE OPTION OF HOLDERS

Section 3.1 Company’s Right to Redeem; Notices to Trustee. Prior to June 20, 2011, the Securities will not be redeemable at the Company’s option. At any time on or after June 20, 2011, the Company, at its option, may redeem the Securities, subject to and in accordance with the provisions of Section 6 of the Securities, for cash as a whole at any time, or in part from time to time, at a redemption price equal to 100% of the principal amount of those Securities to be redeemed plus accrued and unpaid interest (including Contingent Interest and Additional Amounts, if any) to, but excluding the Redemption Date (the “Redemption Price”). If the Redemption Date is on a date that is after an Interest Payment Record Date and on or prior to the corresponding Interest Payment Date, the Company shall pay such interest to the Holder of record on the corresponding Interest Payment Record Date and the Redemption Price shall only be 100% of the principal amount of those Securities to be redeemed. If the Company elects to redeem Securities pursuant to Section 6 of the Securities, it shall notify the Trustee in writing of the Redemption Date, the principal amount of Securities to be redeemed and the Redemption Price.

The Company shall give the notice to the Trustee of its intention to exercise its right to redeem the Securities as provided for in this Section 3.1 by a Company Order at least five (5) Business Days prior to the day the Redemption Notice is to be mailed.

Section 3.2 Selection of Securities to Be Redeemed. If less than all the Securities are to be redeemed, unless the procedures of the Depositary provide otherwise, the Trustee shall select the particular Securities to be redeemed from the outstanding Securities on a pro rata basis as long as that method complies with the requirements of any exchange or inter-dealer quotation system on which the Securities are then listed, or otherwise by lot, in principal amounts of $1,000 or integral multiples of $1,000. The Trustee shall make the selection within five Business Days after it receives the notice provided for in Section 3.1 from outstanding Securities not previously called for redemption.

Securities to be redeemed shall be in principal amounts of $1,000 or an integral multiple of $1,000. Provisions of this Indenture that apply to Securities called for redemption also apply to portions of Securities called for redemption. The Trustee shall promptly notify the Company and the Registrar in writing of the Securities selected for redemption and, in the case of any Securities selected for partial redemption, the principal amount thereof to be redeemed.

Securities and portions of Securities that are to be redeemed are convertible by the Holder in accordance with Section 10.1(b)(3). If any Security selected for partial redemption is converted in part before termination of the conversion right with respect to the portion of the Security so selected, the converted portion of such Security shall be deemed (so far as may be) to be the portion selected for redemption; provided, however, that the Holder of such Security so

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converted and deemed redeemed shall not be entitled to any additional interest payment as a result of such deemed redemption than such Holder would have otherwise been entitled to receive upon conversion of such Security. Securities which have been converted during a selection of Securities to be redeemed may be treated by the Trustee as outstanding for the purpose of such selection.

For all purposes of this Indenture, unless the context otherwise requires, all provisions relating to the redemption of Securities shall relate, in the case of any Securities redeemed or to be redeemed only in part, to the portion of the principal amount of such Securities which has been or is to be redeemed.

Section 3.3 Redemption Notice. At least 20 days but not more than 60 days before a Redemption Date, the Company shall mail a notice of redemption (a “Redemption Notice”) by first-class mail, postage prepaid, to each Holder whose Securities are to be redeemed.

The Redemption Notice shall identify the Securities to be redeemed and shall state:

(1) the Holder’s right to convert the Securities;

(2) the intended Redemption Date;

(3) the Redemption Price and interest (including Contingent Interest and Additional Amounts, if any) accrued and unpaid to, but excluding, the Redemption Date;

(4) the Conversion Price and the Conversion Rate;

(5) the name and address of the Paying Agent and Conversion Agent;

(6) that Securities called for redemption may be converted at any time before the close of business on the date that is two Business Days prior to the Redemption Date (specifying such date and the places where such Securities may be surrendered for conversion);

(7) that Holders who want to convert Securities must satisfy the requirements set forth in paragraph 8 of the Securities;

(8) whether the Company will deliver cash, Common Stock or a combination of cash and Common Stock in the event a Holder converts Securities called for redemption and, in the event that the Company elects to deliver cash to satisfy all or a portion of the Conversion Obligation, the date on which the Cash Settlement Averaging Period shall commence (or, if the Redemption Notice is delivered prior to the Final Notice Date, specifying when the Company will determine the information described in this clause (8) and notify Holders thereof);

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(9) that Securities called for redemption must be surrendered to the Paying Agent to collect the Redemption Price;

(10) if fewer than all the outstanding Securities are to be redeemed, the certificate numbers, if any, and principal amounts of the particular Securities to be redeemed;

(11) that on the Redemption Date, the Redemption Price will become due and payable upon each such Security to be redeemed;

(12) that, unless the Company defaults in making payment of such Redemption Price, interest (including Contingent Interest and Additional Amounts, if any) on Securities called for redemption will cease to accrue interest on and after the Redemption Date; and

(13) the CUSIP number(s) of the Securities.

At the Company’s request, the Trustee shall give the Redemption Notice in the Company’s name and at the Company’s expense; provided that the Company makes such request at least five (5) Business Days prior to the date by which such Redemption Notice is to be given to Holders in accordance with this Section 3.3, unless the Trustee agrees to a shorter period.

Section 3.4 Effect of Redemption Notice. Once a Redemption Notice is given, Securities called for redemption become due and payable on the Redemption Date and at the Redemption Price stated in the Redemption Notice except for Securities which are converted in accordance with the terms of this Indenture. Upon surrender to the Paying Agent, such Securities shall be paid at the Redemption Price stated in the Redemption Notice.

If any Security called for redemption shall not be so paid upon surrender thereof for redemption, the principal shall, until paid, bear interest from the Redemption Date at the applicable interest rate.

Section 3.5 Deposit of Redemption Price. Prior to 10:00 a.m. (New York City time) on the Redemption Date, the Company shall deposit with the Paying Agent (or if the Company or a Subsidiary or an Affiliate of either of them is the Paying Agent, shall segregate and hold in trust) money sufficient to pay the Redemption Price of all Securities to be redeemed on that date other than Securities or portions of Securities called for redemption which on or prior thereto have been delivered by the Company to the Trustee for cancellation or have been converted. The Paying Agent shall as promptly as practicable return to the Company any money not required for that purpose because of conversion of Securities pursuant to Article XIII. If such money is then held by the Company in trust and is not required for such purpose it shall be discharged from such trust.

Section 3.6 Securities Redeemed in Part. Upon surrender of a Security that is redeemed in part, the Company shall execute and the Trustee shall authenticate and deliver to the Holder a new Security in an authorized denomination equal in principal amount to the unredeemed portion of the Security surrendered.

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Section 3.7 Repurchase of Securities at Option of Holders.

(a) On June 15, 2011, June 15, 2016 and June 15, 2021 (each, an “Optional Repurchase Date”), each Holder shall have the right (the “Optional Repurchase Right”), at the Holder’s option but subject to the terms and conditions hereof, to require the Company to purchase, and upon the exercise of such right the Company shall purchase, for cash all or any portion of the Holder’s Securities, in integral multiples of $1,000 principal amount (provided that no single Security may be repurchased in part unless the portion of the principal amount of such Security to be Outstanding after such repurchase is equal to an integral multiple of $1,000), at a repurchase price equal to 100% of the principal amount of those Securities plus accrued and unpaid interest (including Contingent Interest and Additional Amounts, if any) to, but excluding the Optional Repurchase Date (the “Optional Repurchase Price”). If the Optional Repurchase Date is on a date that is after an Interest Payment Record Date and on or prior to the corresponding Interest Payment Date, the Company shall pay such interest to the Holder of record on the corresponding Interest Payment Record Date and the Optional Repurchase Price shall only be 100% of the principal amount of those Securities to be repurchased.

Purchases of Securities hereunder shall be made, at the option of the Holder thereof at any time from the opening of business on the date that is 20 Business Days prior to an Optional Repurchase Date until the close of business on the third Business Day prior to such Optional Repurchase Date upon:

(i) delivery to the Paying Agent by the Holder of a written notice of purchase substantially in the form set forth in Exhibit D hereto (a “Holder Optional Repurchase Notice”) stating:

(1) if Certificated Securities have been issued, the certificate numbers of the Holder’s Securities to be delivered for purchase or, if Certificated Securities have not been issued, the appropriate Depositary procedures;

(2) the portion of the principal amount of the Securities to be purchased, which portion must be in principal amounts of $1,000 or an integral multiple of $1,000; and

(3) that such Securities shall be purchased as of the Optional Repurchase Date pursuant to the terms and conditions specified in the Securities and in this Indenture; and

(ii) delivery of such Securities to the Paying Agent prior to, on or after the Optional Repurchase Date (together with all necessary endorsements) at the offices of the Paying Agent, such delivery being a condition to receipt by the Holder of the Optional Repurchase Price therefor; provided, however, that such Optional Repurchase Price shall be so paid pursuant to this Section 3.7 only if the Securities so delivered to the Paying Agent shall conform in all respects to the description thereof in the related Holder Repurchase Notice, as determined by the Company.

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The Company shall purchase from the Holder thereof, pursuant to this Section 3.7, a portion of a Security, if the aggregate principal amount of such portion is $1,000 or an integral multiple of $1,000. Provisions of this Indenture that apply to the purchase of all of a Security also apply to the purchase of such portion of such Security.

In the case of any Optional Repurchase Right, no later than 20 Business Days prior to an Optional Repurchase Date (the “Optional Repurchase Right Company Notice Date”), the Company shall mail a written notice, in the manner provided in Section 13.2 and containing the information required by Section 3.7(c), of the Optional Repurchase Right (the “Optional Repurchase Right Company Notice”) by first class mail to the Trustee and to each Holder (and to beneficial owners as required by applicable law). At least three Business Days before each Optional Repurchase Right Company Notice Date, the Company shall deliver an Officer’s Certificate to the Trustee specifying (i) the information required to be stated in the Optional Repurchase Right Company Notice and (ii) whether the Company desires the Trustee to give the Optional Repurchase Right Company Notice required by Section 3.7(c).

Any purchase by the Company contemplated pursuant to the provisions of this Section 3.7 shall be consummated by the delivery of the consideration to be received by the Holder promptly following the later of the Purchase Date and the time of delivery of the Security.

Notwithstanding anything herein to the contrary, any Holder delivering to the Paying Agent the Holder Optional Repurchase Notice contemplated by this Section 3.7(a) shall have the right to withdraw such Holder Optional Repurchase Notice at any time prior to the close of business on the Purchase Date by delivery of a written notice of withdrawal to the Paying Agent in accordance with Section 3.8.

The Paying Agent shall promptly notify the Company of the receipt by it of any Holder Optional Repurchase Notice or written notice of withdrawal thereof.

(b) (1) If a Change in Control occurs (subject to certain exceptions set forth below), each Holder shall have the right (the “Change in Control Repurchase Right” and, together with the Optional Repurchase Right, each a “Repurchase Right”), at the Holder’s option but subject to the terms and conditions hereof, to require the Company to purchase, and upon the exercise of such right the Company shall repurchase, for cash all or any portion of such Holder’s Securities not theretofore converted or called for redemption, in integral multiples of $1,000 principal amount (provided that no single Security may be repurchased in part unless the portion of the principal amount of such Security to be Outstanding after such repurchase is equal to an integral multiple of $1,000), at a repurchase price equal to 100% of the principal amount of those Securities (the “Change in Control Repurchase Price” and, together with the Optional Repurchase Price, each a “Repurchase Price”), plus any accrued and unpaid interest (including Contingent Interest and Additional Amounts, if any) to, but excluding, a date designated by the Company, which shall be no later than 35 Business Days after the occurrence of such Change in Control (the “Change in Control Repurchase Date” and, together with the Optional Repurchase Date, each a “Repurchase Date”), subject to satisfaction by or on behalf of the Holder of the requirements set forth in Section 3.7(d). Notwithstanding the foregoing, if the Change in Control Repurchase Date occurs between an Interest Payment Record Date for the payment of interest

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and the corresponding Interest Payment Date, the Company shall pay such interest to the record holder on such Interest Payment Record Date and the Change in Control Repurchase Price shall only be 100% of the principal amount of the Securities being repurchased.

A “Change in Control” will be deemed to have occurred at such time after the Securities are originally issued when any of the following events shall occur:

(i) the acquisition by any Person, including any syndicate or group deemed to be a “person” under Section 13(d)(3) of the Exchange Act of beneficial ownership, directly or indirectly, through a purchase, merger or other acquisition transaction or series of purchases, mergers or other acquisition transactions, of shares of the Capital Stock of the Company entitling that person to exercise 50% or more of the total voting power of all shares of the Capital Stock of the Company entitled to vote generally in elections of directors, other than any acquisition by the Company, any of its subsidiaries or any of its employee benefit plans (except that such Person shall be deemed to have beneficial ownership of all securities that such Person has the right to acquire, whether such right is currently exercisable or is exercisable only upon the occurrence of a subsequent condition);

(ii) the first day on which a majority of the members of the board of directors of the Company does not consist of Continuing Directors; or

(iii) the consolidation or merger of the Company with or into any other Person, any merger of another Person into the Company, or any conveyance, transfer, sale, lease or other disposition of all or substantially all of the Company’s properties and assets to another Person, other than: (A) any transaction: (i) that does not result in any reclassification, conversion, exchange or cancellation of outstanding shares of the Capital Stock of the Company; and (ii) pursuant to which the holders of 50% or more of the total voting power of all shares of the Capital Stock of the Company entitled to vote generally in elections of directors immediately prior to such transaction have the entitlement to exercise, directly or indirectly, 50% or more of the total voting power of all shares of the Capital Stock of the Company entitled to vote generally in elections of directors of the continuing or surviving Person immediately after giving effect to such transaction; or (B) any merger solely for the purpose of changing the Company’s jurisdiction of incorporation and resulting in a reclassification, conversion or exchange of

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outstanding shares of Common Stock solely into shares of common stock of the surviving entity.

(2) Notwithstanding the other provisions of Section 3.7(b)(1), the Company shall not be required to purchase the Securities of the Holders upon a Change in Control pursuant to this Section 3.7(b) (and a Change in Control shall be deemed not to have occurred) if either:

(i) the Closing Price per share of Common Stock for any five Trading Days within the period of 10 consecutive Trading-Days ending immediately:

a. after the later of the Change in Control or the public announcement of the Change in Control, in the case of a Change in Control under paragraph (1) or (2) above,

b. before the Change in Control, in the case of a Change in Control under paragraph (3) above,

equals or exceeds 105% of the Conversion Price of the Securities in effect on each such Trading Day; or

(ii) at least 90% of the consideration in the transaction or transactions (other than cash payments for fractional shares and cash payments made in respect of dissenters’ appraisal rights) constituting a Change in Control consists of shares of common stock, depositary receipts or other certificates representing common equity interests traded or to be traded immediately following such Change in Control on the Nasdaq National Market or a national securities exchange or automated inter-dealer quotation system and, as a result of the transaction or transactions, the Securities become convertible solely into such common stock, depositary receipts or other certificates representing common equity interests (and any rights attached thereto).

For the purposes of this Section 3.7(b), (x) whether a Person is a “beneficial owner” shall be determined in accordance with Rules 13d-3 and 13d-5 under the Exchange Act and (y) the term “Person” includes any syndicate or group that would be deemed to be a “person” under Section 13(d)(3) of the Exchange Act.

(c) No later than 20 Business Days after the occurrence of a Change in Control, the Company shall mail a written notice of the Change in Control (the “Change in Control Company Notice” and, together with the Optional Repurchase Right Company Notice, each a “Company Purchase Notice”) by first-class mail to the Trustee and to each Holder (and to beneficial owners as required by applicable law) in the manner provided in Section 11.2. Each Company Purchase Notice shall state:

(1) the applicable Repurchase Date;

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(2) the date by which the Repurchase Notice pursuant to this Section 3.7 must be delivered to the Paying Agent in order for a Holder to exercise the Repurchase Rights;

(3) the Repurchase Price and, as applicable, accrued and unpaid interest (including Contingent Interest and Additional Amounts, if any);

(4) a description of the procedures which a Holder must follow to exercise its Repurchase Right, and the places or places where such Securities are to be surrendered for payment of the Repurchase Price and accrued and unpaid interest (including Contingent Interest and Additional Amounts, if any);

(5) that on the applicable Repurchase Date, the Repurchase Price will become due any payable in cash upon each such Security designated by the Holder to be repurchased, and that interest thereon shall cease to accrue on and after said date;

(6) the Conversion Rate in effect and any adjustments thereto, the date on which the right to convert the principal amount of the Securities to be repurchased will terminate and the place where such Securities may be surrendered for conversion;

(7) that the Securities must be surrendered to the Paying Agent to collect payment;

(8) in the case of the Change in Control Company Notice, briefly, the events causing a Change in Control and the date of such Change in Control;

(9) the name and address of the Paying Agent and the Conversion Agent;

(10) that the Repurchase Price for any Security as to which a Repurchase Notice has been duly given and not withdrawn will be paid as promptly as practicable following the later of the Repurchase Date and the time of surrender of such Security as described in clause (4) above;

(11) that the Securities as to which a Repurchase Notice has been given by the Holder may be converted only if the Holder withdraws the Repurchase Notice in accordance with the terms of the Indenture and such Securities are otherwise convertible pursuant to Article X hereof;

(12) the procedures for withdrawing a Repurchase Notice;

(13) that, unless the Company defaults in making payment of such Repurchase Price and interest (including Contingent Interest and Additional Amounts, if any) on Securities surrendered for repurchase by the Company will cease to accrue on and after the Repurchase Date; and

(14) the CUSIP number(s) of the Securities.

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At the Company’s request, the Trustee shall give the Company Purchase Notice in the Company’s name and at the Company’s expense; provided that the Company makes such request at least three Business Days prior to the date by which such Company Purchase Notice is to be given to Holders in accordance with this Section 3.7(c).

Without otherwise limiting the Company’s obligations pursuant to this Section 3.7(c) in any way, the Company shall also issue a press release through Dow Jones & Company, Inc., Bloomberg Business News or a similar newswire service containing the relevant information and otherwise make this information available on the Company’s website or through another public medium as the Company may use at that time.

No failure of the Company to give the foregoing notices or defect therein shall limit any Holder’s right to exercise a Repurchase Right or affect the validity of the proceedings for the repurchase of Securities.

If any of the foregoing provisions or other provisions of this Article III are inconsistent with applicable law, such law shall govern.

(d) A Holder may exercise its Change in Control Repurchase Right upon delivery of a written notice of repurchase substantially in the form set forth in Exhibit E hereto (a “Change in Control Repurchase Notice” and, together with a Holder Optional Repurchase Notice, each a “Repurchase Notice”) to the Paying Agent at any time on or prior to the close of business on the third business day prior to the Change in Control Repurchase Date (unless the Company shall specify a later date), specifying:

(1) if Certificated Securities have been issued, the certificate numbers of the Holder’s Securities to be delivered for repurchase or, if Certificated Securities have not been issued, the appropriate Depositary procedures;

(2) the portion of the principal amount of the Securities to be repurchased, which portion must be in principal amounts of $1,000 or an integral multiple of $1,000; and

(3) that such Securities shall be repurchased pursuant to the terms and conditions specified in the Securities and in this Indenture.

The receipt of such Security by the Paying Agent prior to, on or after delivery of the Change in Control Repurchase Notice (together with all necessary endorsements) at the offices of the Paying Agent shall be a condition to the receipt by the Holder of the Repurchase Price therefor; provided, however, that such Repurchase Price shall be so paid pursuant to this Section 3.7 and Section 3.8 only if the Security so delivered to the Paying Agent shall conform in all respects to the description thereof set forth in the related Change in Control Repurchase Notice.

The Company shall repurchase from the Holder thereof, pursuant to this Section 3.7 and Section 3.8, a portion of a Security if the principal amount of such portion is

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$1,000 or an integral multiple of $1,000. Provisions of this Indenture that apply to the repurchase of all of a Security also apply to the repurchase of such portion of such Security.

Any repurchase by the Company contemplated pursuant to the provisions of this Section 3.7 and Section 3.8 shall be consummated by the delivery of the consideration to be received by the Holder promptly following the later of the Repurchase Date and the time of delivery of the Security to the Paying Agent in accordance with this Section 3.7.

Notwithstanding anything herein to the contrary, any Holder delivering to the Paying Agent the Change in Control Repurchase Notice contemplated by this Section 3.7(d) shall have the right to withdraw such Repurchase Notice at any time prior to the close of business on the Repurchase Date by delivery of a written notice of withdrawal to the Paying Agent in accordance with Section 3.8.

The Paying Agent shall promptly notify the Company of the receipt by it of any Repurchase Notice or written withdrawal thereof.

Section 3.8 Effect of Repurchase Notice; Withdrawal. Upon receipt by the Paying Agent of the Repurchase Notice specified in Section 3.7(c) or (d), the Holder of the Security in respect of which such Repurchase Notice was given shall (unless such Repurchase Notice is withdrawn as specified in the following paragraph) thereafter be entitled to receive solely the Repurchase Price with respect to such Security. Such Repurchase Price shall be paid to such Holder, subject to the receipt of funds by the Paying Agent, promptly following the later of (i) the Repurchase Date with respect to such Security (provided the conditions in Section 3.7(c) or (d) have been satisfied) and (ii) the time of delivery of such Security to the Paying Agent by the Holder thereof in the manner required by Section 3.7(c) or (d). Securities in respect of which a Repurchase Notice has been given by the Holder thereof may not be converted pursuant to Article X hereof on or after the date of the delivery of such Repurchase Notice unless such Repurchase Notice has first been validly withdrawn as specified in the following paragraph.

A Repurchase Notice may be withdrawn by means of a written notice of withdrawal delivered to the office of the Paying Agent in accordance with the Repurchase Notice, at any time prior to the close of business on the Repurchase Date, specifying:

(1) the principal amount of the Security with respect to which such notice of withdrawal is being submitted;

(2) if Certificated Securities have been issued, the certificate number, if any, of the Security in respect of which such notice of withdrawal is being submitted or, if Certificated Securities have not been issued, such information as may be required under applicable Depositary procedures; and

(3) the principal amount, if any, of such Security which remains subject to the original Repurchase Notice, and which has been or will be delivered for repurchase by the Company.

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There shall be no repurchase of any Securities pursuant to Section 3.7 or 3.8 if there has occurred (prior to, on or after, as the case may be, the giving by the Holders of such Securities of the required Repurchase Notice) and is continuing an Event of Default (other than a default in the payment of the Repurchase Price with respect to such Securities). The Paying Agent will promptly return to the respective Holders thereof any Securities with respect to which a Repurchase Notice has been withdrawn in compliance with this Indenture, or held by it during the continuance of an Event of Default (other than a default in the payment of the Repurchase Price with respect to such Securities, in which case, upon such return, the Repurchase Notice with respect thereto shall be deemed to have been withdrawn.

Section 3.9 Deposit of Repurchase Price. Prior to 10:00 a.m. (New York City time) on the Business Day following a Repurchase Date, the Company shall deposit with the Trustee or with the Paying Agent (or, if the Company or a Subsidiary or an Affiliate of either of them is acting as the Paying Agent, shall segregate and hold in trust as provided in Section 2.4) an amount of cash (in immediately available funds if deposited on such Business Day) sufficient to pay the aggregate Repurchase Price of all the Securities or portions thereof which are to be repurchased as of the Repurchase Date.

Section 3.10 Securities Repurchased in Part. Any Certificated Security which is to be repurchased only in part shall be surrendered at the office of the Paying Agent (with, if the Company or the Trustee so requires, due endorsement by, or a written instrument of transfer in form satisfactory to the Company and the Trustee duly executed by, the Holder thereof or such Holder’s attorney duly authorized in writing) and the Company shall execute and the Trustee shall authenticate and deliver to the Holder, without service charge, a new Security or Securities, of any authorized denomination as requested by such Holder in aggregate principal amount equal to, and in exchange for, the portion of the principal amount of the Security so surrendered which is not repurchased.

Section 3.11 Covenant to Comply With Securities Laws Upon Repurchase of Securities. When complying with the provisions of Section 3.7 or 3.8 hereof (provided that such offer or repurchase constitutes an “issuer tender offer” for purposes of Rule 13e-4 (which term, as used herein, includes any successor provision thereto) under the Exchange Act at the time of such offer or repurchase), and subject to any exemptions available under applicable law, the Company shall comply with the provisions of Rule 13e-4, Rule 14e-1 (or any successor provision) and any other tender offer rules and make any filings under the Exchange Act which may be applicable or required, and (ii) otherwise comply with all federal and state securities laws so as to permit the rights and obligations under Section 3.7 to be exercised in the time and in the manner specified in Section 3.7.

Section 3.12 Repayment to the Company. The Trustee and the Paying Agent shall return to the Company any cash that remains unclaimed as provided in Section 11 of the Securities, together with interest thereon, held by them for the payment of the Repurchase Price; provided, however, that to the extent that the aggregate amount of cash deposited by the Company pursuant to Section 3.9 exceeds the aggregate Repurchase Price of the Securities or portions thereof which the Company is obligated to repurchase as of the Repurchase Date, then, unless otherwise agreed in writing with the Company, promptly after the Business Day following

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the Repurchase Date, the Trustee shall return any such excess to the Company together with interest thereon (subject to the provisions of Section 7.1(e)).

ARTICLE IV

COVENANTS

Section 4.1 Payment of Securities. The Company shall promptly make all payments in respect of the Securities on the dates and in the manner provided in the Securities or pursuant to this Indenture. Principal amount plus accrued interest (including Contingent Interest and Additional Amounts, if any), the Redemption Price and the Repurchase Price, and interest shall be considered paid on the applicable date due if on such date the Trustee or the Paying Agent holds, in accordance with this Indenture, cash sufficient to pay all such amounts then due.

Section 4.2 SEC and Other Reports. The Company shall deliver to the Trustee, within 15 days after it files such annual and quarterly reports, information, documents and other reports with the SEC, copies of its annual report and of the information, documents and other reports (or copies of such portions of any of the foregoing as the SEC may by rules and regulations prescribe) which the Company is required to file with the SEC pursuant to Section 13 or 15(d) of the Exchange Act. The Company also shall comply with the other provisions of TIA Section 314(a). Delivery of such reports, information and documents to the Trustee is for informational purposes only and the Trustee’s receipt of such shall not constitute constructive notice of any information contained therein or determinable from information contained therein, including, without limitation, the existence of any Default or Event of Default or the Company’s compliance with any of its covenants hereunder (as to which the Trustee is entitled to rely conclusively on Officer’s Certificates).

Section 4.3 Compliance Certificate. The Company shall deliver to the Trustee within 120 days after the end of each fiscal year of the Company (beginning with the fiscal year ending on December 31, 2004) an Officer’s Certificate stating whether or not, to the knowledge of the signers thereof, the Company is in default in the performance and observance of any of the terms, provisions and conditions of this Indenture (without regard to any period of grace or requirement of notice provided hereunder) and if the Company shall be in default, specifying all such defaults and the nature and status thereof of which they may have knowledge and the steps, if any, the Company intends to take to remedy such default.

Section 4.4 Further Instruments and Acts. Upon request of the Trustee, the Company will execute and deliver such further instruments and do such further acts as may be reasonably necessary or proper to carry out more effectively the purposes of this Indenture.

Section 4.5 Maintenance of Office or Agency. The Company will maintain in the Borough of Manhattan, the City of New York, an office or agency of the Trustee, Registrar, Paying Agent and Conversion Agent where Securities may be presented or surrendered for payment, where Securities may be surrendered for registration of transfer, exchange, repurchase, redemption or conversion and where notices and demands to or upon the Company in respect of the Securities and this Indenture may be served. The office of the Trustee c/o Deutsche Bank Trust Company Americas, 60 Wall Street, New York, NY 10005, Attention: Trust and

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Securities Services, shall initially be such office or agency for all of the aforesaid purposes. The Company shall give prompt written notice to the Trustee of the location, and of any change in the location, of any such office or agency (other than a change in the location of the office of the Trustee). If at any time the Company shall fail to maintain any such required office or agency or shall fail to furnish the Trustee with the address thereof, such presentations, surrenders, notices and demands may be made or served at the address of the Trustee set forth in Section 13.2.

The Company may also from time to time designate one or more other offices or agencies where the Securities may be presented or surrendered for any or all such purposes and may from time to time rescind such designations; provided, however, that no such designation or rescission shall in any manner relieve the Company of its obligation to maintain an office or agency in the Borough of Manhattan, The City of New York, for such purposes.

Section 4.6 Delivery of Certain Information. At any time when the Company is not subject to Section 13 or 15(d) of the Exchange Act, upon the request of a Holder or any beneficial owner of Securities or holder or beneficial owner of shares of Common Stock issued upon conversion thereof, the Company will promptly furnish or cause to be furnished Rule 144A Information (as defined below) to such Holder or any beneficial owner of Securities or holder or beneficial owner of shares of Common Stock, or to a prospective purchaser of any such security designated by any such holder, as the case may be, to the extent required to permit compliance by such Holder or holder with Rule 144A under the Securities Act in connection with the resale of any such security. “Rule 144A Information” shall be such information as is specified pursuant to Rule 144A(d)(4) under the Securities Act. Whether a Person is a beneficial owner shall be determined by the Company to the Company’s reasonable satisfaction.

Section 4.7 Statement by Officer as to Default. The Company shall deliver to the Trustee, as soon as possible and in any event within thirty (30) Business Days after the Company becomes aware of the occurrence of any Event of Default, an Officer’s Certificate setting forth the details of such Event of Default and the action which the Company proposes to take with respect thereto.

Section 4.8 Additional Amounts Notice. In the event that the Company is required to pay Holders Contingent Interest under Article XII hereof or Additional Amounts pursuant to the Registration Rights Agreement, the Company will provide written notice (“Additional Amounts Notice”) to the Trustee of its obligation to pay Additional Interest or Additional Amounts, as the case may be, no later than the Record Date for the Additional Interest or the Additional Amounts, as the case may be, and the Additional Amounts Notice shall set forth the amount of Additional Interest or Additional Amounts, as the case may be, to be paid by the Company on such payment date. The Trustee shall not at any time be under any duty or responsibility to any Holder to determine the Additional Interest or the Additional Amounts, as the case may be, or with respect to the nature, extent, or calculation of the amount of Additional Interest or Additional Amounts, as the case may be, owed, or with respect to the method employed in such calculation of the Additional Interest or the Additional Amounts, as the case may be.

Section 4.9 Tax Treatment of Securities. The Company agrees, and by acceptance of a beneficial ownership interest in the Securities each Holder of Securities will be

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deemed to have agreed, for United States federal income tax purposes, (i) to treat the Securities as indebtedness that is subject to United States Treasury regulation section 1.1275-4 (the “Contingent Debt Regulations”) and, for purposes of the Contingent Payment Debt Regulations, to treat the Fair Market Value of any Common Stock beneficially received by a Holder upon any conversion of the Securities as a contingent payment and (ii) to be bound by the Company’s determination of the comparable yield and projected payment schedule, within the meaning of the Contingent Debt Regulations, with respect to the Securities. A Holder of Securities may obtain the comparable yield, a projected payment schedule and other relevant information by submitting a written request to the Company at the following address: CSG Systems International, Inc., 7887 East Belleview, Englewood, CO 80111, Attention: Senior Vice-President, Investor Relations.

ARTICLE V

SUCCESSOR CORPORATION

Section 5.1 When Company May Merge or Transfer Assets. The Company shall not consolidate with or merge with or into any other Person or convey, transfer, sell, lease or otherwise dispose of all or substantially all of its properties and assets to any Person, unless:

(a) either (1) the Company shall be the continuing corporation or (2) the Person (if other than the Company) formed by such consolidation or into which the Company is merged or the Person which acquires by conveyance, transfer lease or disposal of all or substantially all of the properties and assets of the Company substantially as an entirety (i) shall be organized and validly existing under the laws of the United States, any State thereof or the District of Columbia and (ii) shall expressly assume, by a supplemental indenture hereto, executed and delivered to the Trustee, in form reasonably satisfactory to the Trustee, all of the obligations of the Company under the Securities and this Indenture;

(b) immediately after giving effect to such transaction, no Default or Event of Default, shall have occurred and be continuing; and

(c) the Company shall have delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that such consolidation, merger, conveyance, transfer or lease and, if a supplemental indenture is required in connection with such transaction, such supplemental indenture shall comply with this Article V and that all conditions precedent set forth in this Indenture relating to such transaction have been satisfied.

For purposes of the foregoing, the transfer (by lease, assignment (excluding the grant of a security interest but including any foreclosure thereon), sale or otherwise) of the properties and assets of one or more Subsidiaries (other than to the Company or another Subsidiary), which, if such assets were owned by the Company, would constitute all or substantially all of the properties and assets of the Company, shall be deemed to be the transfer of all or substantially all of the properties and assets of the Company.

The successor Person formed by such consolidation or into which the Company is merged or the successor Person to which such conveyance, transfer or lease is made shall

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succeed to, and be substituted for, and may exercise every right and power of, the Company under this Indenture with the same effect as if such successor had been named as the Company herein; and thereafter, except in the case of a lease and obligations the Company may have under a supplemental indenture pursuant to Section 10.6, the Company shall be discharged from all obligations and covenants under this Indenture and the Securities. Subject to Section 9.6, the Company, the Trustee and the successor Person shall enter into a supplemental indenture to evidence the succession and substitution of such successor Person and such discharge and release of the Company.

ARTICLE VI

DEFAULTS AND REMEDIES

Section 6.1 Events of Default. So long as any Securities are outstanding, each of the following shall be an “Event of Default”:

(1) the Company defaults in the payment of the principal amount of or premium, if any, on any Security when the same becomes due and payable at its Stated Maturity;

(2) (i) the Company defaults in the payment of the Repurchase Price for any Security when the same becomes due and payable, upon the exercise by the Holder of such Holder’s right to require the Company to repurchase such Securities pursuant to and in accordance with Section 3.7 hereof; or (ii) the Company defaults in the payment of the Redemption Price for any Security called for redemption by the Company pursuant to and in accordance with Section 3.1 hereof when the same becomes due and payable;

(3) the Company defaults in its obligation to pay the Cash Amount or to deliver Common Stock upon conversion of the Securities pursuant to and in accordance with Sections 10.3 and 10.4 hereof;

(4) the Company defaults in the payment of any accrued and unpaid interest (including Contingent Interest and Additional Amounts, if any) on any Security, in each case when due and payable, and continuance of such default for a period of 30 days;

(5) the Company fails to perform or observe any other term, covenant or agreement in this Indenture or the Securities (other than those referred to in clauses (1) through (4) above) and such failure continues unremedied for 60 consecutive days after a Notice of Default shall have been given;

(6) a default under any Indebtedness for money borrowed by the Company or any Subsidiary (other than intercompany indebtedness) the aggregate outstanding principal amount of which is an amount in excess of $10.0 million, for a period of 30 days after a Notice of Default shall have been given, which default (i) is caused by the failure to pay principal or interest due on such Indebtedness by the end of the applicable grace period, if any, unless such Indebtedness is discharged or (ii) results in the acceleration of such Indebtedness, unless such acceleration is waived, cured, rescinded or annulled or unless such Indebtedness is discharged;

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(7) the entry by a court having jurisdiction of (i) a decree or order for relief in respect of the Company or any of its Significant Subsidiaries, in an involuntary case or proceeding under any applicable bankruptcy, insolvency, reorganization or other similar law or (ii) a decree or order adjudging the Company or any of its Significant Subsidiaries, as bankrupt or insolvent, or approving as properly filed a petition seeking reorganization, arrangement, adjustment or composition of or in respect of the Company or any of its Significant Subsidiaries, under any applicable law, or appointing a custodian, receiver, liquidator, assignee, trustee, sequestrator or other similar official of the Company or any of its Significant Subsidiaries or for any substantial part of its property, or ordering the winding up or liquidation of its affairs, and the continuance of any such decree or order for relief or any such other decree or order unstayed and in effect for a period of 60 consecutive days; or

(8) the commencement by the Company or any of its Significant Subsidiaries, of a voluntary case or proceeding under any applicable bankruptcy, insolvency, reorganization or other similar law or of any other case or proceeding to be adjudicated a bankrupt or insolvent, or the consent by the Company or any of its Significant Subsidiaries to the entry of a decree or order for relief in respect of the Company or any of its Significant Subsidiaries in an involuntary case or proceeding under any applicable bankruptcy, insolvency, reorganization or other similar law or to the commencement of any bankruptcy or insolvency case or proceeding against the Company or any of its Significant Subsidiaries or the filing by the Company or any of its Significant Subsidiaries, of a petition or answer or consent seeking reorganization or relief under any applicable law, or the consent by the Company or any of its Significant Subsidiaries to the filing of such petition or to the appointment of or the taking possession by a custodian, receiver, liquidator, assignee, trustee, sequestrator or other similar official of the Company or any of its Significant Subsidiaries or for any substantial part of its property, or the making by the Company or any of its Significant Subsidiaries, of an assignment for the benefit of creditors, or the admission by the Company or any of its Significant Subsidiaries, in writing of its inability to pay its debts generally as they become due, or the taking of corporate action by the Company or any of its Significant Subsidiaries, expressly in furtherance of any such action.

A Default under clause (5) or (6) above is not an Event of Default until the Trustee notifies the Company, or the Holders of 25% or more in aggregate principal amount of the Securities then outstanding notify the Company and the Trustee, of the Default and the Company does not cure such Default (and such Default is not waived) within the time specified in clause (5) or (6) above after actual receipt of such notice. Any such notice must specify the Default, demand that it be remedied and state that such notice is a “Notice of Default.”

The Trustee shall, within 90 days of the occurrence of a Default, give to the Holders of the Securities notice of all uncured Defaults known to it, its status and what action the Company is taking or proposes to take with respect thereto; provided, however, the Trustee shall be protected in withholding such notice if it, in good faith, determines that the withholding of such notice is in the best interest of such Holders, except in the case of a Default under clauses (1), (2), (3) or (4) above.

Section 6.2 Acceleration. If an Event of Default specified in Section 6.1(7) or (8) occurs and is continuing (with respect to the Company), the principal amount plus accrued and unpaid interest (including Contingent Interest and Additional Amounts, if any) on all the

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Securities shall become and be immediately due and payable without any declaration or other act on the part of the Trustee or any Securityholders. If an Event of Default (other than an Event of Default specified in Section 6.1(7) or (8) with respect to the Company) occurs and is continuing (the Event of Default not having been cured or waived as provided in this Article VI), the Trustee by notice to the Company, or the Holders of at least 25% in aggregate principal amount of the Securities at the time Outstanding by notice to the Company, may declare the principal amount plus accrued and unpaid interest (including Contingent Interest and Additional Amounts, if any) on all the Securities to be immediately due and payable. Upon such a declaration, such accelerated amount shall be due and payable immediately. The Holders of a majority in aggregate principal amount of the Securities at the time outstanding, by notice to the Trustee (and without notice to any other Securityholder) may rescind an acceleration and its consequences if the rescission would not conflict with any judgment or decree and if all existing Events of Default have been cured or waived except nonpayment of the principal amount plus accrued and unpaid interest (including Contingent Interest and Additional Amounts, if any) that have become due solely as a result of acceleration and if all amounts due to the Trustee under Section 7.7 have been paid. No such rescission shall affect any subsequent Default or impair any right consequent thereto.

Section 6.3 Other Remedies. If an Event of Default occurs and is continuing, the Trustee may, at its discretion, pursue any available remedy to collect the payment of the principal amount plus accrued and unpaid interest (including Contingent Interest and Additional Amounts, if any) on the Securities or to protect or enforce the performance of any provision of the Securities or this Indenture.

The Trustee may maintain a proceeding even if the Trustee does not possess any of the Securities or does not produce any of the Securities in the proceeding. A delay or omission by the Trustee or any Securityholder in exercising any right or remedy accruing upon an Event of Default shall not impair the right or remedy or constitute a waiver of, or acquiescence in, the Event of Default. No remedy is exclusive of any other remedy. All available remedies are cumulative.

Section 6.4 Waiver of Past Defaults. The Holders of a majority in aggregate principal amount of the Securities at the time outstanding, by notice to the Trustee (and without notice to any other Securityholder), may waive an existing Default and its consequences except (i) an Event of Default described in Section 6.1(1), 6.1(2), 6.1(3) or 6.1(4), (ii) a Default in respect of a provision that under Section 9.2 cannot be amended without the consent of each Securityholder affected or (iii) a Default which constitutes a failure to convert any Security in accordance with the terms of Article X. When a Default is waived, it is deemed cured, but no such waiver shall extend to any subsequent or other Default or impair any consequent right. This Section 6.4 shall be in lieu of Section 316(a)(1)(B) of the TIA and such Section 316(a)(1)(B) is hereby expressly excluded from this Indenture, as permitted by the TIA.

Section 6.5 Control by Majority. The Holders of a majority in aggregate principal amount of the Securities at the time outstanding may direct the time, method and place of conducting any proceeding for any remedy available to the Trustee or of exercising any trust or power conferred on the Trustee. However, the Trustee may refuse to follow any direction that conflicts with law or this Indenture or that the Trustee determines in good faith is unduly

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prejudicial to the rights of other Securityholders or would involve the Trustee in personal liability unless the Trustee is offered indemnity satisfactory to it. This Section 6.5 shall be in lieu of Section 316(a)(1)(A) of the TIA and such Section 316(a)(1)(A) is hereby expressly excluded from this Indenture, as permitted by the TIA.

Section 6.6 Limitation on Suits. A Securityholder may not pursue any remedy with respect to this Indenture or the Securities unless:

(1) the Holder gives to the Trustee written notice stating that an Event of Default is continuing;

(2) the Holders of at least 25% in aggregate principal amount of the Securities at the time outstanding make a written request to the Trustee to pursue the remedy;

(3) such Holder or Holders offer to the Trustee security or indemnity satisfactory to the Trustee against any loss, liability or expense in connection with pursuing such remedy;

(4) the Trustee does not comply with the request within 60 days after receipt of such notice, request and offer of security or indemnity; and

(5) the Holders of a majority in aggregate principal amount of the Securities at the time outstanding do not give the Trustee a direction inconsistent with the request during such 60-day period.

A Securityholder may not use this Indenture to prejudice the rights of any other Securityholder or to obtain a preference or priority over any other Securityholder.

Section 6.7 Rights of Holders to Receive Payment. Notwithstanding any other provision of this Indenture, the right of any Holder to receive payment of the principal amount, Redemption Price, Repurchase Price or interest (including Contingent Interest and Additional Amounts, if any) in respect of the Securities held by such Holder, on or after the respective due dates expressed in the Securities, any Redemption Date or any Repurchase Date, and to convert the Securities in accordance with Article X, or to bring suit for the enforcement of any such payment on or after such respective dates or the right to convert, shall not be impaired or affected adversely without the consent of such Holder.

Section 6.8 Collection Suit by Trustee. If an Event of Default described in Section 6.1(1), (2), (3) or (4) occurs and is continuing, the Trustee may recover judgment in its own name and as trustee of an express trust against the Company for the whole amount owing with respect to the Securities and the amounts payable to the Trustee under Section 7.7.

Section 6.9 Trustee May File Proofs of Claim. In case of the pendency of any receivership, insolvency, liquidation, bankruptcy, reorganization, arrangement, adjustment, composition or other judicial proceeding relating to the Company or any other obligor upon the Securities or the property of the Company or of such other obligor or their creditors, the Trustee (irrespective of whether the principal amount, Redemption Price, Repurchase Price, the Cash

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Amount or interest (including Contingent Interest and Additional Amounts, if any) in respect of the Securities shall then be due and payable as therein expressed or by declaration or otherwise and irrespective of whether the Trustee shall have made any demand on the Company for the payment of any such amount) shall be entitled and empowered, by intervention in such proceeding or otherwise,

(a) to file and prove a claim for the whole amount of the principal amount, Redemption Price, Repurchase Price, the Cash Amount or interest (including Contingent Interest and Additional Amounts, if any) and to file such other papers or documents as may be necessary or advisable in order to have the claims of the Trustee (including any claim for the compensation, expenses, disbursements and advances of the Trustee, its agents and counsel or any other amounts due the Trustee under Section 7.7) and of the Holders allowed in such judicial proceeding, and

(b) to collect and receive any moneys or other property payable or deliverable on any such claims and to distribute the same; and any custodian, receiver, assignee, trustee, liquidator, sequestrator or similar official in any such judicial proceeding is hereby authorized by each Holder to make such payments to the Trustee and, in the event that the Trustee shall consent to the making of such payments directly to the Holders, to pay the Trustee any amount due it for the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel, and any other amounts due the Trustee under Section 7.7.

Nothing herein contained shall be deemed to authorize the Trustee to authorize or consent to or accept or adopt on behalf of any Holder any plan of reorganization, arrangement, adjustment or composition affecting the Securities or the rights of any Holder thereof, or to authorize the Trustee to vote in respect of the claim of any Holder in any such proceeding.

Section 6.10 Priorities. Subject to the provisions of Article XI, if the Trustee collects any money pursuant to this Article VI, it shall pay out the money in the following order:

FIRST: to the Trustee for amounts due under Section 7.7;

SECOND: to Securityholders for amounts due and unpaid on the Securities for the principal amount, Redemption Price, Repurchase Price, the Cash Amount or interest (including Contingent Interest and Additional Amounts, if any), as the case may be, ratably, without preference or priority of any kind, according to such amounts due and payable on the Securities; and

THIRD: the balance, if any, to the Company.

The Trustee may fix a record date and payment date for any payment to Securityholders pursuant to this Section 6.10. At least 15 days before such record date, the Trustee shall mail to each Securityholder and the Company a notice that states the record date, the payment date and the amount to be paid.

Section 6.11 Undertaking for Costs. In any suit for the enforcement of any right or remedy under this Indenture or in any suit against the Trustee for any action taken or omitted by it as Trustee, a court in its discretion may require the filing by any party litigant (other than

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the Trustee) in the suit of an undertaking to pay the costs of the suit, and the court in its discretion may assess reasonable costs, including reasonable attorneys’ fees and expenses, against any party litigant in the suit, having due regard to the merits and good faith of the claims or defenses made by the party litigant. This Section 6.11 does not apply to a suit by the Trustee, a suit by a Holder pursuant to Section 6.7 or a suit by Holders of more than 10% in aggregate principal amount of the Securities at the time outstanding. This Section 6.11 shall be in lieu of Section 315(e) of the TIA and such Section 315(e) is hereby expressly excluded from this Indenture, as permitted by the TIA.

Section 6.12 Waiver of Stay, Extension or Usury Laws. The Company covenants (to the extent that it may lawfully do so) that it will not at any time insist upon, or plead, or in any manner whatsoever claim or take the benefit or advantage of, any stay or extension law or any usury or other law wherever enacted, now or at any time hereafter in force, which would prohibit or forgive the Company from paying all or any portion of the principal amount, Redemption Price, Repurchase Price or the Cash Amount in respect of Securities, or any interest (including Contingent Interest and Additional Amounts, if any) on such amounts, as contemplated herein, or which may affect the covenants or the performance of this Indenture; and the Company (to the extent that it may lawfully do so) hereby expressly waives all benefit or advantage of any such law, and covenants that it will not hinder, delay or impede the execution of any power herein granted to the Trustee, but will suffer and permit the execution of every such power as though no such law had been enacted.

ARTICLE VII

TRUSTEE

Section 7.1 Duties of Trustee. (a) If an Event of Default has occurred and is continuing, the Trustee shall exercise the rights and powers vested in it by this Indenture and use the same degree of care and skill in its exercise as a prudent person would exercise or use under the circumstances in the conduct of such person’s own affairs.

(b) Except during the continuance of an Event of Default:

(1) the Trustee need perform only those duties that are specifically set forth in this Indenture and no implied covenants or obligations shall be read into this Indenture against the Trustee; and

(2) in the absence of bad faith on its part, the Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon certificates or opinions furnished to the Trustee and conforming to the requirements of this Indenture, but in the case of any such certificates or opinions which by any provision hereof are specifically required to be furnished to the Trustee, the Trustee shall examine the certificates and opinions to determine whether or not they conform to the requirements of this Indenture, but need not confirm or investigate the accuracy of mathematical calculations or other facts stated therein. This Section 7.1(b) shall be in lieu of Section 315(a) of the TIA

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and such Section 315(a) is hereby expressly excluded from this Indenture, as permitted by the TIA.

(c) The Trustee may not be relieved from liability for its own negligent action, its own negligent failure to act or its own willful misconduct, except that:

(1) this subparagraph (c) does not limit the effect of subparagraph (b) of this Section 7.1;

(2) the Trustee shall not be liable for any error of judgment made in good faith by a Responsible Officer unless it is proved that the Trustee was negligent in ascertaining the pertinent facts; and

(3) the Trustee shall not be liable with respect to any action it takes or omits to take in good faith in accordance with a direction received by it pursuant to Section 6.5.

Subparagraphs (c)(1), (2) and (3) shall be in lieu of Sections 315(d)(1), 315(d)(2) and 315(d)(3) of the TIA and such Sections 315(d)(1), 315(d)(2) and 315(d)(3) are hereby expressly excluded from this Indenture, as permitted by the TIA.

(d) Every provision of this Indenture that in any way relates to the Trustee is subject to paragraphs (a), (b), (c) and (e) of this Section 7.1.

(e) The Trustee may refuse to perform any duty or exercise any right or power or extend or risk its own funds or otherwise incur any financial liability unless it receives indemnity satisfactory to it against any loss, liability or expense associated therewith.

(f) Money held by the Trustee in trust hereunder need not be segregated from other funds except to the extent required by law. The Trustee (acting in any capacity hereunder) shall be under no liability for interest on any money received by it hereunder unless otherwise agreed in writing with the Company.

Section 7.2 Rights of Trustee. Subject to its duties and responsibilities under Section 7.1 and the TIA:

(a) the Trustee may conclusively rely and shall be completely protected in acting or refraining from acting upon any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, bond, debenture, note, other evidence of indebtedness or other paper or document believed by it to be genuine and to have been signed or presented by the proper party or parties;

(b) whenever in the administration of this Indenture the Trustee shall deem it desirable that a matter be proved or established prior to taking, suffering or omitting any action hereunder, the Trustee (unless other evidence be herein specifically prescribed) may, in the absence of bad faith on its part, obtain and conclusively rely upon an Officer’s Certificate;

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(c) the Trustee may execute any of the trusts or powers hereunder or perform any duties hereunder either directly or by or through agents, nominees, custodians or attorneys and the Trustee shall not be responsible for any misconduct or negligence on the part of any agent, nominee, custodian or attorney appointed with due care by it hereunder;

(d) the Trustee shall not be liable for any action taken, suffered, or omitted to be taken by it in good faith which it believes to be authorized or within its rights or powers conferred under this Indenture;

(e) the Trustee may consult with counsel selected by it and any advice or opinion of counsel shall be full and complete authorization and protection in respect of any action taken or suffered or omitted by it hereunder in good faith and in accordance with such advice or opinion of counsel;

(f) the Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Indenture at the request, order or direction of any of the Holders, pursuant to the provisions of this Indenture, unless such Holders shall have offered to the Trustee security or indemnity satisfactory to it against the costs, expenses and liabilities which may be incurred therein or thereby;

(g) any request or direction of the Company mentioned herein shall be sufficiently evidenced by a Company Request or Company Order and any resolution of the Board of Directors may be sufficiently evidenced by a Board Resolution;

(h) the Trustee shall not be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, bond, debenture, note, other evidence of indebtedness or other paper or document, but the Trustee, in its discretion, may make such further inquiry or investigation into such facts or matters as it may see fit, and, if the Trustee shall determine to make such further inquiry or investigation, it shall be entitled to examine the books, records and premises of the Company, personally or by agent or attorney at the sole cost of the Company and shall incur no liability or additional liability of any kind by reason of such inquiry or investigation;

(i) except (so long as the Trustee is also the Paying Agent) with respect to an Event of Default under Section 6.1(1), (2), (3) or (4), the Trustee shall not be deemed to have notice of any Default or Event of Default unless a Responsible Officer of the Trustee has received actual written notice specifying the nature of such Default or Event of Default;

(j) the rights, privileges, protections, immunities and benefits given to the Trustee, including, without limitation, its right to be indemnified, are extended to, and shall be enforceable by, the Trustee in each of its capacities hereunder, and to each agent, custodian and other Person employed to act hereunder;

(k) the Trustee may request that the Company deliver an Officer’s Certificate setting forth the names of individuals and/or titles of officers authorized at such time to take specified actions pursuant to this Indenture, which Officer’s Certificate may be signed by any

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Person authorized to sign an Officer’s Certificate, including any Person specified as so authorized in any such certificate previously delivered and not superseded; and

(l) the Trustee may consult with accountants, financial advisors or other advisors reasonably selected by it to assist it with administering its duties as Conversion Agent hereunder, and shall be fully protected in respect of any action taken or suffered or omitted by it hereunder in good faith and in accordance with the advice provided by such accountants, financial advisors or other advisors.

Section 7.3 Individual Rights of Trustee. The Trustee in its individual or any other capacity may become the owner or pledgee of Securities and may otherwise deal with the Company or its Affiliates with the same rights it would have if it were not Trustee. Any Paying Agent, Registrar, Conversion Agent or co-registrar may do the same with like rights. However, the Trustee must comply with Sections 7.10 and 7.11.

Section 7.4 Trustee’s Disclaimer. The Trustee shall not be accountable for the Company’s performance hereunder, the Company’s representations and warranties or its use or application of the proceeds from the Securities, it shall not be responsible for any statement in the registration statement for the Securities under the Securities Act or in any offering document for the Securities, the Indenture or the Securities (other than its certificate of authentication), or the determination as to which beneficial owners are entitled to receive any notices hereunder.

Section 7.5 Notice of Defaults. If a Default occurs and if it is actually known to the Trustee, the Trustee shall give to each Securityholder notice of the Default within 90 days after it occurs or, if later, within 15 days after it is known to the Trustee, unless such Default shall have been cured or waived before the giving of such notice. Notwithstanding the preceding sentence, except in the case of a Default described in Section 6.1(1), (2) (3) or (4), the Trustee may withhold and shall be protected in withholding, the notice if and so long as a Responsible Officer in good faith determines that withholding the notice is in the interest of the Securityholders. The preceding sentence shall be in lieu of the proviso to Section 315(b) of the TIA and such proviso is hereby expressly excluded from this Indenture, as permitted by the TIA. Except (so long as the Trustee is also the Paying Agent) in the case of a Default described in Section 6.1(1), (2), (3) or (4), the Trustee shall not be deemed to have knowledge of a Default unless a Responsible Officer of the Trustee has received actual written notice of such Default, which notice specifically references this Indenture and the Securities.

Section 7.6 Reports by Trustee to Holders. The Trustee shall transmit to Holders such reports concerning the Trustee and its actions under this Indenture as may be required pursuant to the TIA at the times and in the manner provided pursuant thereto. Within 60 days after each May 15 beginning with the May 15 following the date of this Indenture, the Trustee shall mail to each Securityholder a brief report dated as of such May 15 that complies with TIA Section 313(a), if required by such Section 313(a). The Trustee also shall comply with TIA Section 313(b).

A copy of each report at the time of its mailing to Securityholders shall be filed with the SEC (but only if this Indenture is then qualified under the TIA) and each securities exchange or inter-dealer quotation system, if any, on which the Securities are listed or quoted.

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The Company agrees to notify the Trustee in writing promptly whenever the Securities become listed or quoted on any securities exchange or inter-dealer quotations system and of any delisting or cessation of quotation thereof.

Section 7.7 Compensation and Indemnity. The Company agrees:

(a) to pay to the Trustee from time to time such compensation as the Company and the Trustee shall from time to time agree in writing for all services rendered by it hereunder (which compensation shall not be limited (to the extent permitted by law) by any provision of law in regard to the compensation of a trustee of an express trust);

(b) except as otherwise expressly provided herein, to reimburse the Trustee upon its request for all reasonable expenses and disbursements incurred or made by the Trustee in accordance with any provision of this Indenture (including the reasonable compensation and the expenses, advances and disbursements of its agents and counsel), except any such expense or disbursement as may be attributable to its negligence, bad faith or willful misconduct; and

(c) to indemnify the Trustee or any predecessor Trustee and their respective officers, directors, employees and agents for, and to hold them harmless against, any loss, damage, claim, liability, cost or expense (including attorney’s fees and expenses, and taxes (other than taxes based upon, measured by or determined by the income of the Trustee and any and all franchise taxes of the Trustee)) incurred without negligence, bad faith or willful misconduct on its part, arising out of or in connection with the acceptance or administration of this trust or performance hereunder, including the reasonable costs and expenses of defending itself against any claim (whether asserted by the Company or any Holder or any other Person), liability in connection with the exercise or performance of any of its powers or duties hereunder or in connection with enforcing the provisions of this Section.

To secure the Company’s payment obligations in this Section 7.7, the Trustee shall have a lien prior to the Securities on all money or property held or collected by the Trustee, except that held in trust to pay the principal amount, Redemption Price, Repurchase Price, the Cash Amount or interest (including Contingent Interest and Additional Amounts, if any), as the case may be, on particular Securities.

The Company’s payment obligations pursuant to this Section 7.7 shall survive the discharge of this Indenture and the resignation or removal of the Trustee. When the Trustee incurs expenses after the occurrence of a Default specified in Section 6.1(7) or (8), the expenses including the reasonable charges and expenses of its counsel, are intended to constitute expenses of administration under any applicable bankruptcy law.

Section 7.8 Replacement of Trustee. The Trustee may resign by so notifying the Company; provided, however, no such resignation shall be effective until a successor Trustee has accepted its appointment pursuant to this Section 7.8. The Holders of a majority in aggregate principal amount of the Securities at the time outstanding may remove the Trustee by so notifying the Trustee and the Company. The Company shall remove the Trustee if:

(1) the Trustee fails to comply with Section 7.10;

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(2) the Trustee is adjudged bankrupt or insolvent;

(3) a receiver or public officer takes charge of the Trustee or its property; or

(4) the Trustee otherwise becomes incapable of acting.

If the Trustee resigns or is removed or if a vacancy exists in the office of Trustee for any reason, the Company shall promptly appoint, by resolution of its Board of Directors, a successor Trustee.

A successor Trustee shall deliver a written acceptance of its appointment to the retiring Trustee and to the Company satisfactory in form and substance to the retiring Trustee and the Company. Thereupon the resignation or removal of the retiring Trustee shall become effective, and the successor Trustee shall have all the rights, powers and duties of the Trustee under this Indenture. The successor Trustee shall mail a notice of its succession to Securityholders. The retiring Trustee shall promptly transfer all property held by it as Trustee to the successor Trustee, subject to the lien provided for in Section 7.7.

If a successor Trustee does not take office within 30 days after the date established for the resignation or removal of the retiring Trustee, the retiring Trustee, the Company or the Holders of a majority in aggregate principal amount of the Securities at the time outstanding may petition any court of competent jurisdiction at the expense of the Company for the appointment of a successor Trustee.

If the Trustee fails to comply with Section 7.10, any Securityholder may petition any court of competent jurisdiction for the removal of the Trustee and the appointment of a successor Trustee.

Section 7.9 Successor Trustee by Merger. If the Trustee consolidates with, merges or converts into, or transfers all or substantially all its corporate trust business or assets to, another corporation, the resulting, surviving or transferee corporation without any further act shall be the successor Trustee, subject to Section 7.10.

Section 7.10 Eligibility; Disqualification. The Trustee shall at all times satisfy the requirements of TIA Sections 310(a)(1) and 310(b). The Trustee (or its parent holding company) shall have a combined capital and surplus of at least $50,000,000 as set forth in its most recent published annual report of condition. Nothing herein contained shall prevent the Trustee from filing with the Commission the application referred to in the penultimate paragraph of TIA Section 310(b).

Section 7.11 Preferential Collection of Claims Against Company. The Trustee shall comply with TIA Section 311(a), excluding any creditor relationship listed in TIA Section 311(b). A Trustee who has resigned or been removed shall be subject to TIA Section 311(a) to the extent indicated therein.

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ARTICLE VIII

DISCHARGE OF INDENTURE

Section 8.1 Discharge of Liability on Securities. When (i) the Company delivers to the Trustee all outstanding Securities (other than Securities replaced pursuant to Section 2.7) for cancellation or (ii) all outstanding Securities have become due and payable and the Company deposits with the Trustee cash sufficient to pay all amounts due and owing on all outstanding Securities (other than Securities replaced pursuant to Section 2.7), and if in either case the Company pays all other sums payable hereunder by the Company, then this Indenture shall, subject to Section 7.7, cease to be of further effect. The Trustee shall join in the execution of a document prepared by the Company acknowledging satisfaction and discharge of this Indenture on demand of the Company accompanied by an Officer’s Certificate and Opinion of Counsel and at the cost and expense of the Company.

Section 8.2 Repayment to the Company. The Trustee and the Paying Agent shall return to the Company upon written request any money or securities held by them for the payment of any amount with respect to the Securities that remains unclaimed for two years, subject to applicable unclaimed property law. After return to the Company, Holders entitled to the money or securities must look to the Company for payment as general creditors unless an applicable abandoned property law designates another person and the Trustee and the Paying Agent shall have no further liability to the Holders with respect to such money or securities for that period commencing after the return thereof.

ARTICLE IX

AMENDMENTS

Section 9.1 Without Consent of Holders. The Company and the Trustee may amend, modify or supplement this Indenture or the Securities without the consent of any Securityholder to:

(a) add to the covenants of the Company for the benefit of the Holders of Securities;

(b) surrender any right or power herein conferred upon the Company;

(c) provide for the assumption of the Company’s obligations to the Holders of Securities in the case of a permitted merger, consolidation, conveyance, transfer or lease of all or substantially all of the Company’s assets pursuant to Article V and Section 10.6 hereof;

(d) reduce the Conversion Price as provided for in Section 10.5(i);

(e) make any changes or modifications necessary in connection with the registration of the Securities under the Securities Act as contemplated in the Registration Rights Agreement or qualify this Indenture under the TIA; provided that such amendment or modification does not, in the good faith opinion of the Chairman of the Board of Directors, the Chief Executive Officer, the President, the Chief Operating Officer, the General Counsel, an

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Executive Vice President, a Senior Vice President or the Chief Financial Officer of the Company (as evidenced by an Officer’s Certificate) and the Trustee, adversely affect the interests of the Holders of Securities in any material respect;

(f) cure any ambiguity or omission, or to correct or supplement any provision herein which may be inconsistent with any other provision herein or which is otherwise defective; provided, however, that such action pursuant to this clause (g) does not, in the good faith opinion of the Chairman of the Board of Directors, the Chief Executive Officer, the President, the Chief Operating Officer, the General Counsel, an Executive Vice President, a Senior Vice President or the Chief Financial Officer of the Company (as evidenced by an Officer’s Certificate) and the Trustee, adversely affect the interests of the Holders of Securities in any material respect; and

(g) add guarantees with respect to the Securities; or

(h) add or modify any other provisions herein with respect to matters or questions arising hereunder which the Company and the Trustee may deem necessary or desirable and that will not, in the good faith opinion of the Chairman of the Board of Directors, the Chief Executive Officer, the President, the Chief Operating Officer, the General Counsel, an Executive Vice President, a Senior Vice President or the Chief Financial Officer of the Company (as evidenced by an Officer’s Certificate) and the Trustee, adversely affect the interests of the Holders of Securities in any material respect.

Section 9.2 With Consent of Holders. Except as provided below in this Section 9.2, this Indenture or the Securities may be amended, modified or supplemented, and noncompliance in any particular instance with any provision of this Indenture or the Securities may be waived, in each case with the written consent of the Holders of at least a majority in aggregate principal amount of the Securities at the time outstanding.

Without the written consent or the affirmative vote of the Holder of each Security affected thereby, an amendment, modification or waiver under this Section 9.2 may not:

(a) change the maturity of the principal amount of, or the date any installment of interest (including Contingent Interest and Additional Amounts, if any) is due on, any Security;

(b) reduce the principal amount of, or interest (including Contingent Interest and Additional Amounts, if any) payable on, or the Redemption Price or Repurchase Price or the Cash Amount of, any Security;

(c) change the currency of any amount owed or owing under the Security or any interest (including Contingent Interest and Additional Amounts, if any) thereon from U.S. Dollars;

(d) alter the manner of calculation or rate of accrual of interest (including Contingent Interest and Additional Amounts, if any) on any Securities or extend the payment of any such amount;

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(e) impair the right of any Holder to institute suit for the enforcement of any payment or with respect to, or conversion of, any Security;

(f) except as otherwise permitted or contemplated by the provisions of this Indenture, adversely affect the repurchase right of the Holders of the Securities as provided in Article III or the right of the Holders of the Securities to convert any Security as provided in Article X;

(g) modify the provisions of Article III in a manner adverse to the Holders of the Securities;

(h) modify any of the provisions of this Section 9.2, or reduce the aggregate principal amount of outstanding Securities required to modify, amend or supplement this Indenture or to waive a past default, except to provide that certain other provisions of this Indenture cannot be modified or waived without the consent of the Holder of each outstanding Security affected thereby; or

(i) reduce the percentage of the principal amount of the outstanding Securities the consent of whose Holders is required for any such supplemental indenture or the consent of whose Holders is required for any waiver provided for in this Indenture.

It shall not be necessary for the consent of the Holders under this Section 9.2 to approve the particular form of any proposed amendment, but it shall be sufficient if such consent approves the substance thereof.

After an amendment under this Section 9.2 becomes effective, the Company shall mail to each Holder a notice briefly describing the amendment.

Nothing in this Section 9.2 shall impair the ability of the Company and the Trustee to amend this Indenture or the Securities without the consent of any Securityholder to provide for the assumption of the Company’s obligations to the Holders of Securities in the case of a merger, consolidation, conveyance, transfer or lease pursuant to Article V hereof.

Section 9.3 Compliance with TIA. Every supplemental indenture executed pursuant to this Article VIII shall comply with the TIA as then in effect.

Section 9.4 Revocation and Effect of Consents, Waivers and Actions. Until an amendment, waiver or other action by Holders becomes effective, a consent thereto by a Holder of a Security hereunder is a continuing consent by the Holder and every subsequent Holder of that Security or portion of the Security that evidences the same obligation as the consenting Holder’s Security, even if notation of the consent, waiver or action is not made on the Security. However, any such Holder or subsequent Holder may revoke the consent, waiver or action as to such Holder’s Security or portion of the Security if the Trustee receives the notice of revocation before the date the amendment, waiver or action becomes effective. After an amendment, waiver or action becomes effective, it shall bind every Securityholder.

Section 9.5 Notation on or Exchange of Securities. Securities authenticated and delivered after the execution of any supplemental indenture pursuant to this Article IX may,

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and shall if required by the Trustee, bear a notation in form approved by the Trustee as to any matter provided for in such supplemental indenture. If the Company shall so determine, new Securities so modified as to conform, in the opinion of the Trustee and the Board of Directors, to any such supplemental indenture may be prepared and executed by the Company and authenticated and delivered by the Trustee in exchange for outstanding Securities.

Section 9.6 Trustee to Sign Supplemental Indentures. The Trustee shall sign any supplemental indenture authorized pursuant to this Article IX. In signing any supplemental indenture the Trustee shall receive, and (subject to the provisions of Section 7.1) shall be fully protected in relying upon, an Officer’s Certificate and an Opinion of Counsel stating that such amendment is authorized or permitted by this Indenture and that all conditions precedent have been satisfied.

Section 9.7 Effect of Supplemental Indentures. Upon the execution of any supplemental indenture under this Article IX, this Indenture shall be modified in accordance therewith, and such supplemental indenture shall form a part of this Indenture for all purposes; and every Holder of Securities theretofore or thereafter authenticated and delivered hereunder shall be bound thereby.

ARTICLE X

CONVERSIONS

Section 10.1 Conversion Right and Conversion Price.

(a) Subject to and upon compliance with the provisions of this Article X, a Holder shall have the right, at such Holder’s option, at any time prior to the Business Day immediately preceding Stated Maturity to convert all or any portion (if the portion to be converted is $1,000 or whole multiples of $1,000) of such Security, unless previously converted, redeemed or repurchased, at the Conversion Rate in effect on the date of conversion, if any of the conditions to conversion set forth in Section 10.1(b) is satisfied.

Upon conversion of any Securities, the Company shall deliver cash, fully paid and nonassessable shares of Common Stock or a combination of cash and Common Stock in accordance with the procedures set forth in Sections 10.3(a)(3).

(b) Subject to and in compliance with this Article X, the Securities or any portion thereof may be converted only if any of the conditions to conversion set forth in this Section 10.1(b) is satisfied.

(1) Conversion Upon Satisfaction of Common Stock Price Conditions. Any Holder may surrender all or any portion of its Securities for conversion during any fiscal quarter (and only during such fiscal quarter) if the Closing Price of the Common Stock for a period of at least 20 consecutive Trading Days in the 30-Trading-Day period ending on the last Trading Day of the preceding fiscal quarter is greater than 130% of the Conversion Price on the last Trading Day of such preceding fiscal quarter (the “Common Stock Price Condition”).

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(2) Conversion Upon Satisfaction of Security Price Condition. Any Holder may surrender all or any portion of its Securities for conversion during the five-Business-Day period immediately following any ten-consecutive-Trading-Day period (the “Measurement Period”) in which the average of the Trading Prices was less than 98% of the Average Conversion Value during such Measurement Period; provided, however, that a Holder may not convert Securities in reliance on this provision after June 15, 2019 if on any Trading Day during the Measurement Period the Closing Price is greater than or equal to the then-current Conversion Price, but less than or equal to 130% of the then-current Conversion Price.

(3) Conversion Upon Redemption Notice. Any Holder may surrender all or any portion of its Securities for conversion prior to the close of business on the second Business Day preceding the Redemption Date, if such Security has been called for redemption pursuant to Section 3.1 hereof.

(4) Conversion Upon Specified Corporate Transactions. If

(i) the Company distributes to all or substantially all holders of its shares of Common Stock rights or warrants entitling them to purchase shares of Common Stock unless such rights, warrants or securities shall not be exercisable or convertible for a period of at least 60 days after the date of distribution (or securities convertible into Common Stock), at a price per share less than (or having a conversion price less than) the Then-Current Market Price of the Common Stock on the announcement date of such distribution,

(ii) the Company distributes to all or substantially all holders of its shares of Common Stock its assets, debt securities or other evidences of indebtedness, shares of its Capital Stock or rights or warrants to purchase its securities, which distribution has a per share value exceeding 5% of the Then-Current Market Price of the Common Stock on the day preceding the declaration date of such distribution, or

(iii) a Change in Control has occurred but Holders do not have the right to require the Company to repurchase their Securities as a result of such Change in Control because either (A) the Closing Price of the Common Stock during the periods prior to such Change in Control exceeds a specified level (as specified in the definition of Change in Control) or (B) the consideration received in such Change in Control consists of Capital Stock that is freely tradeable and the Securities become convertible into that Capital Stock (as specified in the definition of Change in Control),

then, in each case, Holders may surrender their Securities for conversion at any time on and after the date that the Company gives notice to the Holders of such right, which shall be not less than 20 days prior to the Ex-Dividend Date for such distribution, in the case of clause (i) or clause (ii), or within 20 Business Days after the Change in Control, in the case of clause (iii), until either (A)

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the earlier of the close of business on the Business Day immediately preceding the Ex-Dividend Date or the date the Company announces that such distribution shall not take place, in the case of clause (i) or clause (ii), or (B) the close of business 20 Business Days after the Company’s delivery of the Change in Control Notice, in the case of clause (iii). In the case of clause (i) or clause (ii), no conversion shall be permitted if the Holder will participate in the distribution without conversion.

In addition, any Holder may surrender all or any portion of its Securities for conversion at any time at the Conversion Rate in effect if the Company consolidates with or merges into another corporation, or is a party to a binding share exchange pursuant to which the shares of Common Stock would be converted into cash, securities or other property as set forth in Section 10.6 hereof (other than any Change in Control described in clause 10.1(b)(4)(iii) above). In such event, the Securities may be surrendered for conversion at any time from and after the date which is 20 days prior to the date announced by the Company as the anticipated effective time of such transaction until 20 days after the effective date of such transaction. In the event a Holder does not convert its Securities during this time period, such Holder shall be entitled to receive, upon conversion, the kind and amount of cash, securities or other property that the Holder would have received if it had converted its Securities immediately prior to such consolidation, merger or binding share exchange. In the event the Company engages in such a consolidation, merger or binding share exchange, the Conversion Rate will not be otherwise adjusted.

Except as described herein, if a Holder converts its Securities on any day other than an Interest Payment Date, the Holder will not receive any payment in cash with respect to interest (including Contingent Interest and Additional Amounts, if any) that has accrued on those Securities since the prior Interest Payment Date.

A Holder will not be required to pay any transfer taxes or duties relating to the issuance or delivery of shares of Common Stock upon the exercise of conversion rights; provided that a Holder shall pay any transfer taxes or duties which may be payable relating to any transfer involved in the issuance or delivery of shares of Common Stock in the name of a Person other than the Holder. Upon conversion of any Securities within two years of original issuance, any shares of Common Stock issuable upon such conversion will not be issued or delivered in a name other than the Holder’s unless the applicable restrictions on transfer have been satisfied. Certificates representing shares of Common Stock will be issued or delivered only after all applicable transfer taxes and duties, if any, payable have been paid.

The Conversion Agent shall, on behalf of the Company, determine on a quarterly basis whether the Securities shall be convertible pursuant to Section 10.1(b)(1) and, if the Securities shall be so convertible, the Conversion Agent shall promptly deliver to the Company and the Trustee written notice thereof.

In connection with any conversion pursuant to Section 10.1(b)(2), the Conversion Agent shall have no obligation to determine the Closing Price of the Securities unless the Company has requested such determination and the Company shall have no obligation to make such request unless a Holder provides the Company with reasonable evidence that on a Trading Day preceding the date of such notice, the Trading Price per $1,000 principal amount of

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Securities was less than 98% of the Conversion Value. At such time, the Company shall instruct the Conversion Agent to determine the Trading Price of the Securities beginning on the next Trading Day and on each successive Trading Day until the Trading Price per $1,000 principal amount of Securities would be greater than or equal to 98% of the Conversion Value for 10 consecutive Trading Days. The Company shall confirm whether such determination made by the Conversion Agent satisfied the conditions set forth in Section 10.1(b)(2).

Whenever the Securities shall become convertible pursuant to this Section 10.1(b) (in the case of a conversion pursuant to Section 10.1(b)(2), whenever the Conversion Agent has determined that the Securities shall become convertible pursuant to Section 10.1(b)(2)), the Company or, at the Company’s request, the Trustee in the name and at the expense of the Company, shall notify the Holders of the event triggering such convertibility in the manner provided in Section 13.2, and the Company shall also issue a press release through Dow Jones & Company, Inc. or Bloomberg Business News containing the relevant information and make such information and publish it on the Company’s website or through another public medium as the Company may use at the time. Any notice so given shall be conclusively presumed to have been duly given, whether or not the Holder receives such notice.

The Company hereby agrees, and each Holder of Securities by its purchase thereof shall be deemed to have agreed, that the Conversion Agent shall incur no liability in connection with its obligations under the preceding paragraph (including, without limitation, in connection with any determination whether at any time the Securities shall be convertible as a result of the occurrence of an event specified in clause (1) or clause (2) above), except such liability as may result from the Conversion Agent’s gross negligence or willful misconduct. In no event shall the Conversion Agent be liable to any Person, including any Holder, for any consequential, punitive or special damages. The Company agrees to indemnify the Conversion Agent for, and to hold it harmless against, any and all loss, liability, damage, claim or expense (including the costs and expenses of defending against any claim (regardless of who asserts such claim) of liability) incurred by the Conversion Agent that arises out of or in connection with its obligations under the preceding paragraph, except such as may result from the gross negligence or willful misconduct of the Conversion Agent or any of its agents or employees. The provisions of this paragraph shall survive the termination of this Indenture.

Section 10.2 Conversion Procedures.

(a) Before any Holder shall be entitled to convert its Securities into Common Stock, such Holder shall, in the case of Global Securities, comply with the procedures of the Depositary in effect at that time, and in the case of Certificated Securities (should the Securities become issuable in certificated form), complete the conversion notice on the back of the Securities (or a facsimile thereof), surrender such completed conversion notice and the Securities, duly endorsed to the Company or in blank, at the specified office of the Conversion Agent, and shall give written notice to the Company at said office or place that such Holder elects to convert the same and shall state in writing therein the principal amount of Securities to be converted and the name or names (with addresses) in which such Holder wishes the certificate or certificates for Common Stock to be issued.

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Before any such conversion, a Holder also shall pay all funds required, if any, relating to interest on the Securities, as provided in Section 10.11, and all taxes or duties, if any, as provided in Section 10.10.

(b) Within five Trading Days after receiving the conversion notice from any Holder (the “Cash Settlement Notice Period”) before the Final Notice Date (as defined below), if the Company elects to satisfy all or any part of its obligation (the “Conversion Obligation”) in cash (except for cash paid in lieu of fractional shares), then the Company shall send a notice to such Holder through the Trustee stating the dollar amount to be satisfied in cash (which must be expressed either as 100% of the Conversion Obligation or as a fixed dollar amount). The Company shall pay cash for any fractional interests in shares of Common Stock.

(c) Subject to the next succeeding sentence, if a Holder shall surrender its Securities for conversion, the Company shall, as soon as practicable thereafter, pay cash and / or issue and deliver at said office or place to such Holder, or to such Holder’s nominee or nominees, certificates for the number of full shares of Common Stock to which such Holder shall be entitled as aforesaid, together with cash in lieu of Common Stock (or a combination of Common Stock and cash) as set forth in Sections 10.3 and 10.4 below. The Company shall not be required to deliver certificates for shares of Common Stock while the stock transfer books for such stock or the security register are duly closed for any purpose, but certificates for shares of Common Stock shall be issued and delivered as soon as practicable after the opening of such books or security register.

(d) Except as otherwise stated in this Indenture, the Company shall not make any payment in cash or additional shares of Common Stock or any other adjustment for either accrued and unpaid interest (including Contingent Interest and Additional Amounts, if any) on the Securities or dividends in connection with the issuance of any Common Stock issued upon conversion of the Securities. On conversion of Securities, except as otherwise stated herein, a Holder shall not receive any cash payment or additional shares in respect thereof representing, accrued and unpaid interest (including Contingent Interest and Additional Amounts, if any). Delivery by the Company to the Holder of the full number of shares of Common Stock into which the Securities are convertible, cash or a combination of Common Stock and cash (together with any cash payment in lieu of fractional shares) shall be deemed to satisfy the Company’s obligation to pay the principal amount of the Securities and to satisfy its obligation to pay any accrued and unpaid interest (including Contingent Interest and Additional Amounts, if any) attributable to the period from the Issue Date through the Conversion Date. As a result, any accrued and unpaid interest (including Contingent Interest and Additional Amounts, if any) is deemed paid in full rather than cancelled, extinguished or forfeited. Notwithstanding the foregoing, accrued and unpaid interest (including Contingent Interest and Additional Amounts, if any) shall be payable upon any conversion of the Securities at the option of the Holder made concurrently with or after acceleration of the Securities following an Event of Default under the Securities.

(e) Notwithstanding anything to the contrary herein, a Security in respect of which a Holder has delivered a Repurchase Notice exercising such Holder’s option to require the Company to repurchase such Security may be converted only if such Repurchase Notice is

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withdrawn in accordance with the Section 3.8 hereof or the Company defaults in payment of the Repurchase Price.

(f) A Security shall be deemed to have been converted as of the close of business on the date (the “Conversion Date”) of the surrender of such Securities for conversion as provided above and complies with requirements of Section 10.2(a) along with paying any transfer taxes or fees it is required to pay under Section 10.1(b) and any payment owing under Section 10.11, and the Person or Persons entitled to receive the Common Stock issuable upon such conversion shall be treated for all purposes as the record Holder or Holders of such Common Stock as of the close of business on such date.

(g) If more than one Security shall be surrendered for conversion at one time by the same Holder, the number of full shares of Common Stock which shall be deliverable upon conversion shall be computed on the basis of the aggregate principal amount of the Securities (or specified portions thereof to the extent permitted thereby) so surrendered.

(h) In case any Security shall be surrendered for partial conversion, the Company shall execute and the Trustee shall authenticate and deliver to or upon the written order of the Holder of the Security so surrendered, without charge to such Holder (subject to the provisions of Section 10.10 hereof), a new Security or Securities in authorized denominations in an aggregate principal amount equal to the unconverted portion of the surrendered Securities.

Section 10.3 Settlement Procedures Upon Conversion.

(a) If the Company receives a conversion notice from any Holder on or prior to the day that is 23 Business Days before Stated Maturity or, with respect to CODES being redeemed, the applicable Redemption Date (the “Final Notice Date”), the following settlement procedures shall apply:

(1) If the Company elects to satisfy all or any portion of the Conversion Obligation in cash, the Company shall notify such Holder through the Trustee of the amount to be satisfied in cash (which must be expressed either as 100% of the Conversion Obligation or as a fixed dollar amount) at any time during the Cash Settlement Notice Period.

(2) If the Company timely elects to satisfy all or any portion of the Conversion Obligation in cash, the Holder may retract its conversion notice at any time during the two-Trading-Day period beginning on the day after the final day of the Cash Settlement Notice Period (the “Conversion Retraction Period”). No such retraction may be made (and a Holder’s conversion notice shall be irrevocable) if the Company does not elect to satisfy any portion of the Conversion Obligation in cash (other than cash in lieu of fractional shares).

(3) If the conversion notice has not been retracted and the Company elects to settle all or any portion of the Conversion Obligation in cash, then settlement (in cash and/or Common Stock) shall occur on the third Trading Day following the final day of the 20-Trading-Day period

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beginning on the third Trading-Day following the final day of the Conversion Retraction Period (the “Cash Settlement Averaging Period”).

(A) The settlement amount for conversion shall be computed as follows:

(i) If the Company elects to satisfy the entire Conversion Obligation in Common Stock, then the Company shall deliver the number of shares equal to (A) the aggregate principal amount of the Securities to be converted divided by 1,000, multiplied by (B) the Conversion Rate.

(ii) If the Company elects to satisfy the entire Conversion Obligation in cash, then the Company shall deliver cash in an amount equal to (A) a number equal to (x) the aggregate principal amount of the Securities to be converted divided by 1,000, multiplied by (y) the Conversion Rate multiplied by (B) the arithmetic average of the Volume Weighted Average Prices of Common Stock during each day of the Cash Settlement Averaging Period.

(iii) If the Company elects to satisfy a portion (other than 100%) of the Conversion Obligation in cash, then the Company shall deliver such cash amount (the “Cash Amount”) plus the number of shares of Common Stock equal to the greater of (A) zero and (B) the excess, if any, of:

a. the number of shares of Common Stock equal to the aggregate principal amount of the Securities to be converted divided by 1,000, multiplied by the Conversion Rate, minus

b. the number of shares that are equal to the quotient of (x) the Cash Amount divided by (y) the arithmetic average of the Volume Weighted Average Prices of Common Stock during the Cash Settlement Averaging Period.

(b) If the Company receives a Holder’s conversion notice after the Final Notice Date, the following settlement procedures shall apply:

(1) If the Company elects to satisfy all or any portion of the Conversion Obligation in cash, the Company shall notify Holders through the Trustee of the dollar amount to be satisfied in cash (which shall be expressed either as 100% of the Conversion Obligation or as a fixed dollar amount) at any time during the Cash Settlement Notice Period.

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(2) If the Company timely elects to satisfy all or any portion of the Conversion Obligation in cash, the Holder may retract its conversion notice at any time at any time prior to the close of business on the day that is two Business Days prior to the Redemption Date or the Business Day immediately preceding the Stated Maturity date, as the case may be. No such retraction may be made (and a Holder’s conversion notice shall be irrevocable) if the Company does not elect to satisfy any portion of the Conversion Obligation in cash (other than cash in lieu of fractional shares).

(3) Settlement amount shall be computed, and settlement dates shall be determined, in the same manner as applicable to conversions prior to the Final Notice Date, except that if the Company timely elects to satisfy all or any portion of the Conversion Obligation in cash, the Cash Settlement Averaging Period shall be the 20-Trading-Day period that begins on the Final Notice Date and settlement shall occur on the third Trading Day following the final day of such Cash Settlement Averaging Period (which may be after the Stated Maturity).

(c) At any time prior to Stated Maturity, the Company may irrevocably elect, in the Company’s sole discretion without the consent of the Holders, by notice to the Trustee and the Holders, to satisfy in cash 100% of the principal amount of the Securities converted after the date of such election. After making such an election, the Company still may satisfy the Conversion Obligation to the extent it exceeds the principal amount in cash or Common Stock or a combination of cash and Common Stock. If the Company elects to satisfy all or a portion of the remainder of the Conversion Obligation in cash, the Company shall provide notice of the Company’s election in the same manner as set forth above in Section 10.3(a) or Section 10.3(b), as applicable. Settlement amounts shall be computed and settlement dates shall be determined in the same manner as set forth in Section 10.3(a) or Section 10.3(b), as applicable.

(d) Notwithstanding the foregoing, if the Common Stock experiences any of the Non-Trading Events on any day during the original Cash Settlement Averaging Period (determined assuming the Common Stock experienced no such Non-Trading Event during such period), which would result in a Volume Weighted Average Price being determined later than the eighth Trading Day after the last day of the original Cash Settlement Averaging Period, then the Company shall determine all delayed and undetermined prices on that eighth Trading Day based on the Company’s good faith estimate of the Common Stock’s value on the day on which such Non-Trading Event occurred.

Section 10.4 Fractional Shares.

The Company shall not issue fractional shares of Common Stock upon conversion of Securities. In lieu thereof, the Company shall pay an amount in cash based upon the Closing Price of the Common Stock on the third Trading Day prior to the Conversion Date.

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Section 10.5 Adjustment of Conversion Rate. The Conversion Rate shall be adjusted from time to time as follows:

(a) In case the Company shall, at any time or from time to time while any of the Securities are outstanding, pay a dividend or make a distribution in shares of Common Stock to all or substantially all holders of its outstanding shares of Common Stock, then the Conversion Rate in effect at the opening of business on the date following the Record Date fixed for the determination of shareholders entitled to receive such dividend or other distribution shall be adjusted by multiplying such Conversion Rate by a fraction:

(1) the numerator of which shall be the sum of (A) the number of shares of Common Stock outstanding at the close of business on the Record Date fixed for such determination plus (B) the total number of shares constituting such dividend or other distribution; and

(2) the denominator of which shall be the number of shares of Common Stock outstanding at the close of business on the Record Date fixed for such determination.

Such increase shall become effective immediately after the opening of business on the day following the Record Date fixed for such determination. If any dividend or distribution of the type described in this Section 10.5(a) is declared but not so paid or made, the Conversion Rate shall again be adjusted to the Conversion Rate which would then be in effect if such dividend or distribution had not been declared.

(b) In case the Company shall, at any time or from time to time while any of the Securities are outstanding, subdivide, split or reclassify its outstanding shares of Common Stock into a greater number of shares of Common Stock, then the Conversion Rate in effect at the opening of business on the day following the day upon which such subdivision, split or reclassification becomes effective shall be proportionately increased, and conversely, in case the Company shall, at any time or from time to time while any of the Securities are outstanding, combine or reclassify its outstanding shares of Common Stock into a smaller number of shares of Common Stock, then the Conversion Rate in effect at the opening of business on the day following the day upon which such combination or reclassification becomes effective shall be proportionately reduced.

Such increase or reduction, as the case may be, shall become effective immediately after the opening of business on the day following the day upon which such subdivision or combination becomes effective.

(c) In case the Company shall, at any time or from time to time while any of the Securities are outstanding, issue rights or warrants to all or substantially all holders of its shares of Common Stock entitling them to subscribe for or purchase shares of Common Stock (or securities convertible into shares of Common Stock) at a price per share (or having a conversion price per share) less than the Then-Current Market Price (treating the conversion price per share of the securities convertible into Common Stock as equal to (x) the sum of (i) the price for one unit of the security convertible into Common Stock and (ii) any additional consideration initially payable upon the conversion of such security into Common Stock divided by (y) the number of shares of Common Stock initially underlying such convertible security), then the Conversion Rate shall be adjusted to equal the rate determined by multiplying the

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Conversion Rate in effect at the opening of business on the date after such date of the announcement by a fraction:

(1) the numerator of which shall be the sum of (A) the number of shares of Common Stock outstanding on the close of business on the Record Date fixed for the distribution, plus (B) the total number of additional shares of Common Stock so offered for subscription or purchase (or into which the convertible securities so offered could be converted); and

(2) the denominator of which shall be the sum of (A) the number of shares of Common Stock outstanding at the close of business on the Record Date fixed for the distribution, plus (B) the total number of shares of Common Stock which the aggregate offering price of the total number of additional shares of Common Stock so offered for subscription or purchase (or the aggregate conversion price of the convertible securities so offered) would purchase at the Then-Current Market Price of the Common Stock.

Such adjustment shall become effective immediately after the opening of business on the day following the date of announcement of such issuance. To the extent that shares of Common Stock (or securities convertible into shares of Common Stock) are not delivered pursuant to such rights or warrants, upon the expiration or termination of such rights or warrants, the Conversion Rate shall be readjusted to the Conversion Rate which would then be in effect had the adjustments made upon the issuance of such rights or warrants been made on the basis of the delivery of only the number of shares of Common Stock (or securities convertible into shares of Common Stock) actually delivered. In the event that such rights or warrants are not so issued, the Conversion Rate shall again be adjusted to be the Conversion Rate which would then be in effect if the date fixed for the determination of shareholders entitled to receive such rights or warrants had not been fixed. In determining whether any rights or warrants entitle the holders to subscribe for or purchase shares of Common Stock at less than such Then-Current Market Price, and in determining the aggregate offering price of such shares of Common Stock, there shall be taken into account any consideration received for such rights or warrants, the value of such consideration if other than cash, to be determined by the Board of Directors.

(d) In case the Company shall, at any time or from time to time while any of the Securities are outstanding, by dividend or otherwise, distribute to all or substantially all holders of its shares of Common Stock (including any such distribution made in connection with a consolidation or merger in which the Company is the continuing corporation and the Common Stock is not changed or exchanged), assets, debt securities or other evidences of Indebtedness, shares of Capital Stock or rights or warrants to purchase securities (excluding (i) any dividend, distribution or issuance covered by Section 10.5(a) or 10.5(c) and (ii) any dividend or distribution paid exclusively in cash; such capital stock, evidence of its Indebtedness, cash, other assets or securities being distributed hereinafter in this Section 10.5(d) called the “distributed assets”), then, in each such case, subject to the third and fourth succeeding paragraphs and the third last paragraph of this Section 10.5(d), the Conversion Rate in effect immediately prior to the close of business on the Record Date with respect to such distribution shall be adjusted by multiplying such Conversion Rate then in effect by a fraction:

(1) the numerator of which shall be the Then-Current Market Price; and

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(2) the denominator of which shall be (A) the Then-Current Market Price less (B) the Fair Market Value on such date of the portion of the distributed assets so distributed applicable to one share of Common Stock (determined on the basis of the number of shares of Common Stock outstanding on the Record Date) (determined as provided in Section 10.5(g)) on such date.

Such adjustment shall become effective immediately prior to the opening of business on the day following the Record Date for such distribution. In the event that such dividend or distribution is not so paid or made, the Conversion Rate shall again be adjusted to be the Conversion Rate which would then be in effect if such dividend or distribution had not been declared.

Except as provided in the next paragraph, if the Board of Directors determines the Fair Market Value of any distribution for purposes of this Section 10.5(d) by reference to the actual or when issued trading market for any distributed assets comprising all or part of such distribution, in doing so, it must consider the prices in such market over the same period (the “Reference Period”) used in computing the Then-Current Market Price pursuant to Section 10.5(g) to the extent possible, unless the Board of Directors determines in good faith that determining the Fair Market Value during the Reference Period would not be in the best interest of the Holders.

In the event any such distribution consists of shares of capital stock of, or similar equity interests in, one or more of the Company’s Subsidiaries or other business units (a “Spin-Off”), any Conversion Rate adjustment will be based on the market value of the securities so distributed relative to the Then-Current Market Price of the Common Stock, in each case based on the average of the Closing Prices of such securities on the Nasdaq National Market, the New York Stock Exchange or such principal other national or regional exchange or market on which such securities are then listed or quoted for each of the ten Trading Days commencing on and including the fifth Trading Day of those securities on which “ex-dividend trading” commences for such dividend or distribution.

Rights or warrants distributed by the Company to all holders of its Common Stock entitling them to subscribe for or purchase shares of Capital Stock (either initially or under certain circumstances), which rights or warrants, until the occurrence of a specified event or events (“Trigger Event”), (i) are deemed to be transferred with such shares of Common Stock, (ii) are not exercisable and (iii) are also issued in respect of future issuances of shares of Common Stock (including the shares to be issued upon conversion of the Securities) shall be deemed not to have been distributed for purposes of this Section 10.5(d) (and no adjustment to the Conversion Rate under this Section 10.5(d) shall be required) until the occurrence of the earliest Trigger Event. If such right or warrant is subject to subsequent events, upon the occurrence of which such right or warrant shall become exercisable to purchase different distributed assets, evidences of Indebtedness or other assets, or entitle the holder to purchase a different number or amount of the foregoing or to purchase any of the foregoing at a different purchase price, then the occurrence of each such event shall be deemed to be the date of issuance

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and Record Date with respect to a new right or warrant (and a termination or expiration of the existing right or warrant without exercise by the holder thereof).

In addition, in the event of any distribution (or deemed distribution) of rights or warrants, or any Trigger Event or other event (of the type described in the preceding sentence) with respect thereto, that resulted in an adjustment to the Conversion Rate under this Section 10.5(d):

(3) in the case of any such rights or warrants which shall all have been redeemed or repurchased without exercise by any holders thereof, the Conversion Rate shall be readjusted upon such final redemption or repurchase to give effect to such distribution or Trigger Event, as the case may be, as though it were a cash distribution, equal to the per share redemption or repurchase price received by a holder of shares of Common Stock with respect to such rights or warrants (assuming such holder had retained such rights or warrants), made to all holders of shares of Common Stock as of the date of such redemption or repurchase; and

(4) in the case of such rights or warrants which shall have expired or been terminated without exercise, the Conversion Rate shall be readjusted as if such rights and warrants had never been issued.

For purposes of this Section 10.5(d) and Sections 10.5(a), 10.5(b) and 10.5(c), any dividend or distribution to which this Section 10.5(d) is applicable that also includes (i) shares of Common Stock to which Section 10.5(a) applies, (ii) a subdivision or combination of shares of Common Stock to which Section 10.5(b) applies or (iii) rights or warrants to subscribe for or purchase shares of Common Stock to which Section 10.5(c) applies (or any combination thereof), shall be deemed instead to be:

(5) a dividend or distribution of the evidences of Indebtedness, assets, shares of Capital Stock, rights or warrants, other than such shares of Common Stock, such subdivision or combination or such rights or warrants to which Sections 10.5(a), 10.5(b) and 10.5(c) apply, respectively (and any Conversion Rate increase required by this Section 10.5(d) with respect to such dividend or distribution shall then be made), immediately followed by

(6) a dividend or distribution of such shares of Common Stock, such subdivision or combination or such rights or warrants (and any further Conversion Rate adjustment required by Sections 10.5(a), 10.5(b) and 10.5(c) with respect to such dividend or distribution shall then be made), except:

(A) the Record Date of such dividend or distribution shall be substituted as (i) “the date fixed for the determination of shareholders entitled to receive such dividend or other distribution,” “Record Date fixed for such determinations” and

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“Record Date” within the meaning of Section 10.5(a), (ii) ”the day upon which such subdivision becomes effective” and “the day upon which such combination becomes effective” within the meaning of Section 10.5(b), and (iii) as “the date fixed for the determination of shareholders entitled to receive such rights or warrants,” “the Record Date fixed for the determination of shareholders entitled to receive such rights or warrants” and “Record Date” within the meaning of Section 10.5(c); and

(B) any shares of Common Stock included in such dividend or distribution shall not be deemed “outstanding at the close of business on the date fixed for such determination” within the meaning of Section 10.5(a) and any reduction or increase in the number of shares of Common Stock resulting from such subdivision or combination shall be disregarded in connection with such dividend or distribution.

In the event of any distribution referred to in this Section 10.5(d) in which (1) the Fair Market Value (as determined by the Board of Directors) of such distribution applicable to one share of Common Stock (determined as provided above) equals or exceeds the Then-Current Market Price of the Common Stock or (2) the Then-Current Market Price of the Common Stock exceeds the Fair Market Value of such distribution by less than $1.00, then, in each such case, in lieu of an adjustment to the Conversion Rate, adequate provision shall be made so that each Holder shall have the right to receive upon conversion of a Security, in addition to shares of Common Stock, cash, or combination of cash and shares of Common Stock, the kind and amount of such distribution such Holder would have received had such Holder converted such Security immediately prior to the Record Date for determining the shareholders entitled to receive the distribution.

No adjustment to the conversion rate or the ability of a Holder to convert Securities will be made in respect of a distribution described under Sections 10.5(a), (c), (d) and (e) if the Holder will otherwise participate in the distribution without conversion.

Upon adoption of a new rights plan, while Securities remain outstanding, Holders of Securities shall receive, upon conversion of Securities, in addition to shares of Common Stock cash, or combination of cash and shares of Common Stock, the rights under the applicable rights plan unless, prior to the conversion, the rights have expired, terminated or been redeemed or unless the rights have separated from the Common Stock, in which case the Conversion Rate in effect shall be adjusted at the time of separation as if the Company had distributed to all Holders of Common Stock the distributed assets, subject to readjustment upon the subsequent expiration, termination or redemption of the rights.

(e) In case the Company shall, by dividend or otherwise, distribute to all or substantially all holders of its Common Stock, cash, then, in such case, the Conversion Rate in effect immediately prior to the close of business on the Record Date with respect to such distribution shall be adjusted to equal the rate determined by multiplying such Conversion Rate by a fraction,

(1) the numerator of which shall be the Then-Current Market Price per share of Common Stock; and

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(2) the denominator of which shall be (A) the Then-Current Market Price per share of Common Stock less (B) the full amount of cash so distributed as applicable to one share of Common Stock.

Such adjustment shall be effective immediately prior to the opening of business on the day following the Record Date; provided that if the portion of the cash so distributed applicable to one share of Common Stock is equal to or greater than the Then-Current Market Price, in lieu of the foregoing adjustment, adequate provision shall be made so that each Holder shall have the right to receive upon conversion the amount of cash such holder would have received had such Holder converted each Security on the Record Date. If such dividend or distribution is not so paid or made, the Conversion Rate shall again be adjusted to be the Conversion Rate that would then be in effect if such dividend or distribution had not been declared.

(f) In case a tender or exchange offer made by the Company or any Subsidiary for all or any portion of the Common Stock to the extent that the same involves an aggregate consideration that, together with (i) the aggregate of cash and the Fair Market Value of any other consideration paid in any other tender offer by the Company or any Subsidiary for Common Stock expiring within the 12 months preceding such tender offer for which no adjustment has been made, plus (ii) the aggregate amount of any all-cash distributions referred to in Section 10.5(e) to all holders of Common Stock with 12 months preceding the expiration of such tender offer (the “Expiration Time”) for which no adjustments have been made, exceeds 10% of the Company’s Market Capitalization on the expiration of such tender offer, in which event the Conversion Rate in effect immediately prior to the close of business on the Expiration Time shall be adjusted to equal the rate determined by multiplying such Conversion Rate shall be adjusted by a fraction,

(1) the numerator of which shall be the product of (A) the number of shares of Common Stock outstanding (including any tendered shares) at the Expiration Time and (B) the Then-Current Market Price of a share of Common Stock at such Expiration Time; and

(2) the denominator of which shall be (A) the product of (x) the number of shares of Common Stock outstanding (including any tendered shares) at the Expiration Time and (y) the Then-Current Market Price of a share of Common Stock at such Expiration Time less (B) the amount by which such combined amounts exceed 10% of the Company’s Market Capitalization.

Such adjustment shall become effective immediately prior to the opening of business on the day following the Expiration Time. If the Company is obligated to purchase shares pursuant to any such tender or exchange offer, but the Company is permanently prevented by applicable law from effecting any such purchases or all such purchases are rescinded, the Conversion Rate shall again be adjusted to be the Conversion Rate that would then be in effect if such tender or exchange offer had not been made.

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(g) For purposes of this Article X, the following terms shall have the meanings indicated:

“Then-Current Market Price” on any date means the average of the Closing Prices per share of Common Stock for the ten consecutive Trading Days immediately prior to such date; provided, however, that if:

(1) the “ex” date (as hereinafter defined) for any event (other than the issuance or distribution requiring such computation) that requires an adjustment to the Conversion Rate pursuant to Section 10.5(a), (b), (c), (d), (e) or (f) occurs during such ten consecutive Trading Days, the Closing Price for each Trading Day prior to the “ex” date for such other event shall be adjusted by multiplying such Closing Price by the reciprocal of the fraction by which the Conversion Rate is so required to be adjusted as a result of such other event;

(2) the “ex” date for any event (other than the issuance or distribution requiring such computation) that requires an adjustment to the Conversion Rate pursuant to Section 10.5(a), (b), (c), (d), (e) or (f) occurs on or after the “ex” date for the issuance or distribution requiring such computation and prior to the day in question, the Closing Price for each Trading Day on and after the “ex” date for such other event shall be adjusted by multiplying such Closing Price by the same fraction by which the Conversion Rate is so required to be adjusted as a result of such other event; and

(3) the “ex” date for the issuance or distribution requiring such computation is prior to the day in question, after taking into account any adjustment required pursuant to clause (1) or clause (2) of this proviso, the Closing Price for each Trading Day on or after such “ex” date shall be adjusted by adding thereto the amount of any cash and the Fair Market Value (as determined by the Board of Directors in a manner consistent with any determination of such value for purposes of Section 10.5(d), (e) or (f)) of the evidences of Indebtedness, shares of Capital Stock or assets being distributed applicable to one share of Common Stock as of the close of business on the day before such “ex” date.

Notwithstanding the foregoing, whenever successive adjustments to the Conversion Rate are called for pursuant to this Section 10.5, such adjustments shall be made to the Then-Current Market Price as may be necessary or appropriate to effectuate the intent of this Section 10.5 and to avoid unjust or inequitable results as determined in good faith by the Board of Directors.

“Fair Market Value” shall mean the amount that a willing buyer would pay a willing seller in an arm’s-length transaction (as determined in good faith by the Board of Directors).

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“Record Date” shall mean, with respect to any dividend, distribution or other transaction or event in which the holders of shares of Common Stock have the right to receive any cash, securities or other property or in which the shares of Common Stock (or other applicable security) is exchanged for or converted into any combination of cash, securities or other property, the date fixed for determination of shareholders entitled to receive such cash, securities or other property (whether such date is fixed by the Board of Directors or by statute, contract or otherwise).

(h) The Company shall be entitled to make such additional increases in the Conversion Rate, in addition to those required by Sections 10.5(a), (b), (c), (d), (e) and (f), as shall the Board of Directors shall deem advisable in order that any dividend or distribution of Common Stock, any subdivision, reclassification or combination of shares of Common Stock or any issuance of rights or warrants referred to above shall not be taxable to the holders of Common Stock for United States Federal income tax purposes.

(i) To the extent permitted by applicable law, the Company may, from time to time, increase the Conversion Rate by any rate for any period of time, if such period is at least 20 days and the increase is irrevocable during the period. Whenever the Conversion Rate is increased pursuant to the preceding sentence, the Company shall mail to the Trustee, the Conversion Agent and each Holder at the address of such Holder as it appears in the register of the Securities maintained by the Registrar, at least 15 days prior to the date the increased Conversion Rate takes effect, a notice of the increase stating the increased Conversion Rate and the period during which it will be in effect.

(j) In any case in which this Section 10.5 shall require that any adjustment be made effective as of or retroactively immediately following a Record Date, the Company may elect to defer (but only for five Trading Days following the filing of the statement referred to in Section 10.4) issuing to the Holder of any Securities converted after such Record Date the shares of Common Stock issuable upon such conversion over and above the shares of Common Stock issuable upon such conversion on the basis of the Conversion Rate prior to adjustment; provided, however, that the Company shall deliver to such Holder a due bill or other appropriate instrument evidencing such Holder’s right to receive such additional shares upon the occurrence of the event requiring such adjustment.

(k) All calculations under this Section 10.5 shall be made to the nearest cent or 1/10,000^th of a share of Common Stock, with one-half cent and 0.00005 of a share, respectively, being rounded upward. Notwithstanding any other provision of this Section 10.5, the Company shall not be required to make any adjustment of the Conversion Rate unless such adjustment would require an increase or decrease of at least 1% of such rate then in effect; provided that the Company shall carry forward any adjustments that are less than 1% of the Conversion Rate then in effect and make an aggregate adjustment representing all such carried forward adjustments, even if that aggregate adjustment is less than 1%, upon the earlier of (i) a date (determined by the Company) that shall be no more than one year following the date of the first such adjustment carried forward and (ii) any time at which any Holder converts any Securities called for redemption as described in Section 3.1. Any adjustments under this Section 10.5 shall be made successively whenever an event requiring such an adjustment occurs.

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(l) In the event that at any time, as a result of an adjustment made pursuant to this Section 10.5, the Holder of any Securities thereafter surrendered for conversion shall become entitled to receive any shares of stock of the Company other than shares of Common Stock into which the Securities originally were convertible, the Conversion Rate of such other shares so receivable upon conversion of any such Security shall be subject to adjustment from time to time in a manner and on terms as nearly equivalent as practicable to the provisions with respect to Common Stock contained in subparagraphs (a) through (k) of this Section 10.5, and the provision of Sections 10.1 through 10.4 and 10.6 through 10.10 with respect to the Common Stock shall apply on like or similar terms to any such other shares and the determination of the Board of Directors as to any such adjustment shall be conclusive.

(m) No adjustment shall be made pursuant to this Section 10.5 (i) if the effect thereof would be to reduce the Conversion Price below the par value (if any) of the Common Stock or (ii) if the Holders of the Securities may participate in the transaction that would otherwise give rise to an adjustment pursuant to this Section 10.5.

(n) The applicable conversion rate will not be adjusted (i) upon the issuance of any shares of Common Stock pursuant to any option, warrant, right or convertible security outstanding as of the date the Securities are initially issued, (ii) for a change solely in the par value of the Common Stock, or (iii) for accrued and unpaid interest (including Contingent Interest and Additional Amounts, if any).

Section 10.6 Consolidation or Merger of the Company. If any of the following events occurs, namely:

(1) any reclassification or change of the outstanding Common Stock (other than a change in par value, or from par value to no par value, or from no par value to par value, or as a result of a subdivision or combination);

(2) any merger, consolidation, statutory share exchange or combination of the Company with another corporation as a result of which holders of Common Stock shall be entitled to receive stock, securities or other property or assets (including cash) with respect to or in exchange for such Common Stock; or

(3) any sale or conveyance of all or substantially all of the properties and assets of the Company to any other corporation as a result of which holders of Common Stock shall be entitled to receive stock, securities or other property or assets (including cash) with respect to or in exchange for such Common Stock;

the Company or the successor or purchasing corporation, as the case may be, shall execute with the Trustee a supplemental indenture (which shall comply with the TIA as in force at the date of execution of such supplemental indenture, if such supplemental indenture is then required to so comply) providing that such Securities shall be convertible into the kind and amount of shares of stock and other securities or property or assets (including cash) which such Holder would have been entitled to receive upon such reclassification, change, merger, consolidation, statutory share

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exchange, combination, sale or conveyance had such Securities been converted into Common Stock immediately prior to such reclassification, change, merger, consolidation, statutory share exchange, combination, sale or conveyance assuming such holder of Common Stock did not exercise its rights of election, if any, as to the kind or amount of securities, cash or other property receivable upon such merger, consolidation, statutory share exchange, sale or conveyance (provided that if the kind or amount of securities, cash or other property receivable upon such merger, consolidation, statutory share exchange, sale or conveyance is not the same for each share of Common Stock in respect of which such rights of election shall not have been exercised (“Non-Electing Share”), then for the purposes of this Section 10.6, the kind and amount of securities, cash or other property receivable upon such merger, consolidation, statutory share exchange, sale or conveyance for each Non-Electing Share shall be deemed to be the kind and amount so receivable per share by a plurality of the Non-Electing Shares). Such supplemental indenture shall provide for adjustments which shall be as nearly equivalent as may be practicable to the adjustments provided for in this Article X. If, in the case of any such reclassification, change, merger, consolidation, statutory share exchange, combination, sale or conveyance, the stock or other securities and assets receivable thereupon by a holder of Common Stock includes shares of stock or other securities and assets of a corporation other than the successor or purchasing corporation, as the case may be, in such reclassification, change, merger, consolidation, statutory share exchange, combination, sale or conveyance, then such supplemental indenture shall also be executed by such other corporation and shall contain such additional provisions to protect the interests of the Holders of the Securities as the Board of Directors shall reasonably consider necessary by reason of the foregoing, including to the extent practicable the provisions providing for the conversion rights set forth in this Article X.

The Company shall cause notice of the execution of such supplemental indenture to be mailed to each Holder, at the address of such Holder as it appears on the register of the Securities maintained by the Registrar, within 20 days after execution thereof. Failure to deliver such notice shall not affect the legality or validity of such supplemental indenture.

The above provisions of this Section 10.6 shall similarly apply to successive reclassifications, mergers, consolidations, statutory share exchanges, combinations, sales and conveyances.

Section 10.7 Notice of Adjustment. Whenever an adjustment in the Conversion Rate with respect to the Securities is required:

(1) the Company shall forthwith place on file with the Trustee and any Conversion Agent for such securities a certificate of the Treasurer of the Company, stating the adjusted Conversion Rate determined as provided herein and setting forth in reasonable detail such facts as shall be necessary to show the reason for and the manner of computing such adjustment; and

(2) a notice stating that the Conversion Rate has been adjusted and setting forth the adjusted Conversion Rate shall forthwith be given by the Company or, at the Company’s request, by the Trustee in the name and at the expense of the Company, to each Holder in the manner provided in Section 13.2. Any notice so given shall be

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conclusively presumed to have been duly given, whether or not the Holder receives such notice.

In addition, whenever an adjustment in the Conversion Rate or Conversion Price with respect to the Securities is made, the Company shall issue a press release through Dow Jones & Company, Inc. or Bloomberg Business News or a similar newswire service containing the relevant information and will make this information available on its website or through another public medium as it may use at that time.

Section 10.8 Notice in Certain Events. In case:

(1) of a consolidation or merger to which the Company is a party and for which approval of any shareholders of the Company is required, or of the sale or conveyance to another Person or entity or group of Persons or entities acting in concert as a partnership, limited partnership, syndicate or other group (within the meaning of Rule 13d-3 under the Exchange Act) of all or substantially all of the property and assets of the Company; or

(2) of the voluntary or involuntary dissolution, liquidation or winding up of the Company; or

(3) of any action triggering an adjustment of the Conversion Rate referred to in clauses (x) or (y) below;

then, in each case, the Company shall cause to be filed with the Trustee and the Conversion Agent, and shall cause to be given, to the Holders of the Securities in the manner provided in Section 13.2, at least five (5) days prior to the applicable date hereinafter specified, a notice stating (x) the date on which a record is to be taken for the purpose of any distribution or grant of rights or warrants triggering an adjustment to the Conversion Rate pursuant to this Article X, or, if a record is not to be taken, the date as of which the holders of record of Common Stock entitled to such distribution, rights or warrants are to be determined, or (y) the date on which any reclassification, consolidation, merger, sale, conveyance, dissolution, liquidation or winding up triggering an adjustment to the Conversion Rate pursuant to this Article X is expected to become effective, and the date as of which it is expected that holders of Common Stock of record shall be entitled to exchange their Common Stock for securities or other property deliverable upon such reclassification, consolidation, merger sale, conveyance, dissolution, liquidation or winding up.

Failure to give such notice or any defect therein shall not affect the legality or validity of the proceedings described in clause (1), (2) or (3) of this Section 10.08.

Section 10.9 Company to Reserve Stock; Registration; Listing. (a) The Company shall, in accordance with the laws of the jurisdiction of its incorporation, and from time to time as may be necessary reserve and keep available, free from preemptive rights, out of its authorized but unissued shares of Common Stock, for the purpose of effecting the conversion of the Securities, a sufficient number of its duly authorized shares of Common Stock to effect the conversion of all Securities then Outstanding into such Common Stock at any time (assuming that, at the time of the computation of such number of shares or securities, all such Securities would be held by a single Holder); provided, however, that nothing contained herein shall

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preclude the Company from satisfying its obligations in respect of the conversion of the Securities by delivery of purchased shares of Common Stock which have been repurchased by the Company. The Company covenants that all shares of Common Stock which may be issued upon conversion of Securities will upon issue be fully paid and nonassessable and free from all liens and charges and, except as provided in Section 10.10, taxes with respect to the issue thereof.

(b) If any shares of Common Stock which would be issuable upon conversion of Securities hereunder require registration with or approval of any governmental authority before such shares or securities may be issued upon such conversion, the Company will in good faith and as expeditiously as possible endeavor to cause such shares or securities to be duly registered or approved, as the case may be. The Company further covenants that so long as the Common Stock shall be listed on the Nasdaq National Market, the Company will, if permitted by the rules of the National Association of Securities Dealers, Inc., list and keep listed all Common Stock issuable upon conversion of the Securities, and the Company will endeavor to list the shares of Common Stock required to be delivered upon conversion of the Securities prior to such delivery upon any other primary national securities exchange upon which the outstanding Common Stock is listed at the time of such delivery.

Section 10.10 Taxes on Conversion. The issue of stock certificates on conversion of Securities shall be made without charge to the converting Holder for any documentary, stamp or similar issue or transfer taxes in respect of the issue thereof, and the Company shall pay any and all documentary, stamp or similar issue or transfer taxes that may be payable in respect of the issue or delivery of shares of Common Stock on conversion of Securities pursuant hereto. The Company shall not, however, be required to pay any such tax which may be payable in respect of any transfer involved in the issue or delivery of shares of Common Stock or the portion, if any, of the Securities which are not so converted in a name other than that in which the Securities so converted were registered, and no such issue or delivery shall be made unless and until the Person requesting such issue has paid to the Company the amount of such tax or has established to the satisfaction of the Company that such tax has been paid.

Section 10.11 Conversion After Interest Payment Record Date. Except as provided below, if any Securities are surrendered for conversion on any day other than an Interest Payment Date, the Holder of such Securities shall not be entitled to receive any payment in cash in respect of interest that has accrued on such Securities since the prior Interest Payment Date. By delivery to the Holder of the number of shares of Common Stock issuable or cash payment, if any, in lieu of fractional shares payable upon conversion in accordance with this Article X, any accrued and unpaid interest on such Securities will be deemed to have been paid in full.

If any Securities are surrendered for conversion subsequent to the Record Date preceding an Interest Payment Date but on or prior to such Interest Payment Date, the Holder (or the predecessor Holder on the Record Date) of such Securities at the close of business on such Interest Payment Record Date shall receive the interest payable on such Securities (including Contingent Interest and Additional Amounts, if any) on such Interest Payment Date notwithstanding the conversion thereof prior to such Interest Payment Date. Securities

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surrendered for conversion during the period from the close of business on any Record Date preceding any Interest Payment Date to the opening of business on such Interest Payment Date shall (except in the case of Securities which have been called for redemption on a Redemption Date between such Interest Payment Record Date and the third Business Day after such Interest Payment Date) be accompanied by payment by Holders, for the account of the Company, in New York Clearing House funds or other funds of an amount equal to the interest payable on such Interest Payment Date on the Securities being surrendered for conversion. Except as provided in this Section 10.11, no adjustments in respect of payments of interest on Securities surrendered for conversion or any dividends or distributions or interest on the Common Stock issued upon conversion shall be made upon the conversion of any Securities.

Section 10.12 Company Determination Final. The settlement amount of cash and the number of shares of Common Stock, which shall be deliverable upon conversion pursuant to Section 10.3 shall be computed by the Company. The Company shall cause to be filed with the Trustee and the Conversion Agent, at least one Business Day prior to the applicable settlement date specified under Section 10.3, a written notice stating such settlement amount and number of shares of Common Stock. Any determination that the Company or the Board of Directors must make pursuant to this Article X shall be conclusive if made in good faith and in accordance with the provisions of this Article X, absent manifest error, and set forth in a Board Resolution.

Section 10.13 Responsibility of Trustee for Conversion Provisions. The Trustee has no duty to determine when an adjustment under this Article X should be made, how it should be made or what it should be. The Trustee makes no representation as to the validity or value of any securities or assets issued upon conversion of Securities. The Trustee shall not be responsible for any failure of the Company to comply with this Article X or any duty to monitor the Company’s compliance. Each Conversion Agent other than the Company shall have the same protection under this Section 10.13 as the Trustee.

The rights, privileges, protections, immunities and benefits given to the Trustee under this Indenture including, without limitation, its rights to be indemnified, are extended to, and shall be enforceable by, the Trustee in each of its capacities hereunder, and each Paying Agent or Conversion Agent acting hereunder.

Section 10.14 Unconditional Right of Holders to Convert. Notwithstanding any other provision in this Indenture, the Holder shall have the right, which is absolute and unconditional, to convert its Security in accordance with this Article X and to bring an action for the enforcement of any such right to convert, and such rights shall not be impaired or affected without the consent of such Holder.

ARTICLE XI

SUBORDINATION OF THE SECURITIES

Section 11.1 Agreement to Subordinate. The Company agrees, and each Holder by accepting a Security agrees, that the Indebtedness evidenced by the Securities is subordinated in right of payment, to the extent and in the manner provided in this Article XI, to the prior payment in full in cash of all Senior Indebtedness of the Company (in each case, whether

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outstanding on the date hereof or hereafter created, incurred, assumed or guaranteed and including, without limitation, Senior Indebtedness of the Company created, incurred, assumed or guaranteed during the pendency of any bankruptcy or other insolvency proceeding of the Company) and that the subordination is for the benefit of and enforceable by the holders of such Senior Indebtedness. Only Senior Indebtedness of the Company shall rank senior to the Securities in accordance with the provisions set forth herein. The Securities shall in all respects rank pari passu with the Company’s future Indebtedness that shall provide that such Indebtedness is on a parity with the Securities, be senior to any existing and future junior subordinated Indebtedness of the Company and rank pari passu with, or be senior to, all other Indebtedness of the Company. All provisions of this Article XI shall be subject to Section 11.12.

Section 11.2 Liquidation, Dissolution, Bankruptcy. Upon any distribution of the assets of the Company to creditors upon a total or partial liquidation or total or partial dissolution of the Company, in a bankruptcy, reorganization, insolvency, receivership or similar proceeding relating to the Company or its property, in an assignment by the Company for the benefit of its creditors or any marshaling of the assets and liabilities of the Company:

(1) holders of Senior Indebtedness of the Company shall be entitled to receive payment in full in cash or Cash Equivalents of all obligations due in respect thereof (including interest accruing after the commencement of any such proceeding at the rate specified in the instrument evidencing such Senior Indebtedness, whether or not a claim therefore is allowed in any such proceeding, to the date of payment of such Senior Indebtedness) before Holders shall be entitled to receive any payment of principal of, premium, if any, or interest (including Contingent Interest and Additional Amounts, if any) on the Securities; and

(2) until such Senior Indebtedness is paid in full in cash, any distribution to which Holders would be entitled but for this Article XI shall be made to holders of such Senior Indebtedness as their interests may appear.

To the extent any payment of principal of, premium, if any, or interest on any Senior Indebtedness of the Company (whether by or on behalf of the Company, as proceeds of security or enforcement of any right of setoff or otherwise) is declared to be fraudulent or preferential, set aside or required to be paid to any receiver, trustee in bankruptcy, liquidating trustee, agent or other similar Person under any bankruptcy, insolvency, receivership, fraudulent conveyance or similar law, then, if such payment is recovered by, or paid over to, such receiver, trustee in bankruptcy, liquidating trustee, agent or similar Person, such Senior Indebtedness or part thereof intended to be satisfied shall be deemed reinstated and outstanding, as if such payment had not occurred.

Section 11.3 Default on Designated Senior Indebtedness of the Company. (a) The Company may not pay the principal of, premium, if any, or interest (including Additional Interest and Additional Amounts, if any) on the Securities and may not repurchase, redeem or otherwise retire any Securities (collectively, “pay the Securities”), if:

(1) a default in the payment when due of the principal of, premium, if any, or interest on or any other amount in respect of any Designated Senior Indebtedness of the

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Company occurs and is continuing beyond any applicable grace period or any other default on Designated Senior Indebtedness occurs and the maturity of such Designated Senior Indebtedness is accelerated in accordance with its terms (a “Payment Default”); or

(2) any default that is not a Payment Default (a “Nonpayment Default”) occurs and is continuing with respect to any Designated Senior Indebtedness of the Company that permits the holders thereof to accelerate its maturity without further notice (except such notice as may be required to effect such acceleration), or in the case of a lease, a default occurs and is continuing that permits the lessor to either terminate the lease or require the Company to make an irrevocable offer to terminate the lease following an event of default under the lease, and the Trustee receives a notice of that default (a “Payment Blockage Notice”) from the holders of such Designated Senior Indebtedness or any other person permitted to give such notice under this Indenture.

(b) Payments on the Securities may and shall be resumed:

(1) in the case of a Payment Default, upon the date on which it is cured or waived or ceases to exist; and

(2) in case of a Nonpayment Default, the earlier of the date on which it is cured or waived or ceases to exist or 179 days after the date on which such Payment Blockage Notice is received by the Trustee (a “Payment Blockage Period”).

(c) No new Payment Blockage Period may be commenced pursuant to a Payment Blockage Notice unless 360 days have elapsed since the initial effectiveness of the immediately prior Payment Blockage Notice.

(d) No Nonpayment Default that existed or was continuing on the date of delivery of any Payment Blockage Notice to the Trustee shall be, or be made, the basis for a subsequent Payment Blockage Notice unless that default shall have been cured or waived for a period of not less than 90 consecutive days.

Section 11.4 Acceleration of Payment of Securities. If payment of the Securities is accelerated because of an Event of Default, the Company shall promptly notify the holders of the Senior Indebtedness of the Company (or their proper representative) of the acceleration. In the event of the acceleration of the Securities because of an Event of Default, no payment or distribution shall be made to the Trustee or any Holder of Securities in respect of the Securities, except payments and distributions made by the Trustee as permitted by the immediately succeeding paragraph below, until all Senior Indebtedness has been paid in full in cash or other payment satisfactory to the holders of Senior Indebtedness or such acceleration is rescinded in accordance with the terms of this Indenture.

Notwithstanding anything in this Article XI to the contrary, nothing shall prevent any payment by the Trustee to the Holders of Securities of monies deposited with it pursuant to Section 8.1.

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Section 11.5 When Distribution Must Be Paid Over. If a payment or distribution is made to the Trustee or any Holder that because of this Article XI should not have been made to them, and the Trustee or the Holder has actual knowledge that the payment is prohibited, then, Trustee or the Holder who receive the payment or distribution shall hold it in trust for the benefit of the holders of Senior Indebtedness. Upon the proper written request of the holders of Senior Indebtedness, the Trustee or the Holder, as the case may be, will promptly deliver the amounts in trust to them or their proper representative.

Section 11.6 Subrogation. After all Senior Indebtedness of the Company is paid in full in cash or Cash Equivalents and until the Securities are paid in full in cash, Holders shall be subrogated to the rights of holders of such Senior Indebtedness to receive distributions applicable to such Senior Indebtedness. A distribution made under this Article XI to holders of such Senior Indebtedness which otherwise would have been made to Holders is not, as between the Company and Holders, a payment by the Company on such Senior Indebtedness. In no event, however, shall Holders have any rights or claims against the holders of any Senior Indebtedness of the Company for any alleged impairment of Holders’ subrogation rights, and each Holder, by accepting a Security, acknowledges that any actions taken by the holders of any Senior Indebtedness of the Company with respect to such Senior Indebtedness or any security therefore are authorized and consented to by Holders.

Section 11.7 Relative Rights. This Article XI defines the relative rights of Holders and holders of Senior Indebtedness of the Company. Nothing in this Indenture shall:

(1) impair, as between the Company and Holders, the obligation of the Company, which is absolute and unconditional, to pay its obligations in respect of this Indenture and the Securities in accordance with their terms; or

(2) prevent the Trustee or any Holder from exercising its available remedies upon a Default, subject to the rights of holders of Senior Indebtedness of the Company to receive distributions otherwise payable to Holders as provided in this Article XI.

Section 11.8 Subordination May Not Be Impaired. No right of any holder of Senior Indebtedness of the Company to enforce the subordination of the Indebtedness evidenced by the Securities shall be impaired by any act or failure to act by any such holder or by any noncompliance by the Company with this Indenture, regardless of any knowledge thereof any such holder may have or otherwise be charged with.

Section 11.9 Rights of Trustee and Paying Agent.

(a) Notwithstanding the provisions of Section 11.3, the Trustee or Paying Agent may continue to make payments on the Securities and shall not be charged with knowledge of the existence of facts that would prohibit the making of any such payments unless, not less than three Business Days prior to the date of such payment, a Responsible Officer receives notice reasonably satisfactory to it that payments may not be made in accordance with the provisions of this Article XI. The Company, a representative or a holder of Senior Indebtedness may give such notice; provided, however, that, if the holders of an issue of Senior Indebtedness of the Company have a representative, only the representative may give the notice.

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(b) The Trustee in its individual or any other capacity may hold Senior Indebtedness of the Company with the same rights it would have if it were not Trustee. The Registrar and co-registrar and the Paying Agent may do the same with like rights. The Trustee shall be entitled to all the rights set forth in this Article XI with respect to any Senior Indebtedness of the Company which may at any time be held by it, to the same extent as any other holder of such Senior Indebtedness, and nothing in Article VII shall deprive the Trustee of any of its rights as such holder. Nothing in this Article XI shall apply to claims of, or payments to, the Trustee under or pursuant to Section 7.7.

(c) With respect to the holders of Senior Indebtedness, the Trustee undertakes to perform or to observe only such of its covenants or obligations as are specifically set forth in this Article XI and no implied covenants or obligations with respect to holders of Senior Indebtedness shall be read into this Indenture against the Trustee.

Section 11.10 Distribution or Notice to Representative. Whenever a distribution is to be made or a notice given to holders of Senior Indebtedness of the Company, the distribution may be made and the notice given to their representative (if any).

Section 11.11 Not to Prevent Events of Default or Limit Right to Accelerate. The failure to make a payment pursuant to the Securities by reason of any provision in this Article XI shall not be construed as preventing the occurrence of a Default. Nothing in this Article XI shall have any effect on the right of the Holders or the Trustee to accelerate the maturity of the Securities. The Company shall give prompt written notice to the Trustee of any fact known to the Company which would prohibit the making of any payment to or by the Trustee in respect of the Securities.

Section 11.12 Trustee Entitled to Rely. Upon any payment or distribution pursuant to this Article XI, the Trustee and the Holders shall be entitled to conclusively rely (i) upon any order or decree of a court of competent jurisdiction in which any proceedings of the nature referred to in Section 11.2 are pending, (ii) upon a certificate of the liquidating trustee or agent or other Person making such payment or distribution to the Trustee or to the Holders or (iii) upon the representative for the holders of Senior Indebtedness of the Company for the purpose of ascertaining the Persons entitled to participate in such payment or distribution, the holders of such Senior Indebtedness and other Indebtedness of the Company, the amount thereof or payable thereon, the amount or amounts paid or distributed thereon and all other facts pertinent thereto or to this Article XI. In the event that the Trustee determines, in good faith, that evidence is required with respect to the right of any Person as a holder of Senior Indebtedness of the Company to participate in any payment or distribution pursuant to this Article XI, the Trustee may request such Person to furnish evidence to the reasonable satisfaction of the Trustee as to the amount of such Senior Indebtedness held by such Person, the extent to which such Person is entitled to participate in such payment or distribution and other facts pertinent to the rights of such Person under this Article XI, and, if such evidence is not furnished, the Trustee may defer any payment to such Person pending judicial determination as to the right of such Person to receive such payment. The provisions of Sections 7.1 and 7.2 shall be applicable to all actions or omissions of actions by the Trustee pursuant to this Article XI.

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Section 11.13 Trustee to Effectuate Subordination. Each Holder by accepting a Security authorizes and directs the Trustee on such Holder’s behalf to take such action as may be necessary or appropriate to acknowledge or effectuate the subordination between the Holders and the holders of Senior Indebtedness of the Company as provided in this Article XI and appoints the Trustee as attorney-in-fact for any and all such purposes.

Section 11.14 Trustee Not Fiduciary for Holders of Senior Indebtedness. The Trustee shall not be deemed to owe any fiduciary duty to the holders of Senior Indebtedness and shall not be liable to any such holders if it shall, in contravention of this Indenture, pay over or distribute to Holders or the Company or any other Person, money or assets to which any holders of Senior Indebtedness of the Company shall be entitled by virtue of this Article XI or otherwise; provided, however, that nothing herein shall limit the Trustee’s liability for any such payment or distribution which results from the Trustee’s negligence or willful misconduct.

Section 11.15 Reliance by Holders of Senior Indebtedness on Subordination Provisions. Each Holder by accepting a Security acknowledges and agrees that the foregoing subordination provisions are, and are intended to be, an inducement and a consideration to each holder of any Senior Indebtedness of the Company, whether such Senior Indebtedness was created or acquired before or after the issuance of the Securities, to acquire and continue to hold, or to continue to hold, such Senior Indebtedness and such holder of such Senior Indebtedness shall be deemed conclusively to have relied on such subordination provisions in acquiring and continuing to hold, or in continuing to hold, such Senior Indebtedness.

Section 11.16 Amendments. The provisions of this Article XI shall not be amended or modified without the written consent of the holders of all Senior Indebtedness of the Company affected thereby.

ARTICLE XII

CONTINGENT INTEREST

Section 12.1 Contingent Interest. (a) The Company will pay additional interest (“Contingent Interest”) to Holders during any six-month period from and including an Interest Payment Date to but excluding the next Interest Payment Date (an “Interest Period”) commencing with the Interest Period beginning June 15, 2011, if the average Trading Price of the Securities for the five-consecutive-Trading-Day period ending on the second Trading Day immediately preceding the first day of the applicable Interest Period equals 120% or more of the principal amount of the Securities.

(b) The rate of Contingent Interest payable in respect of any such Interest Period will be equal to 0.25% of the average Trading Price of the Securities over the five-consecutive-Trading-Day period triggering the Contingent Interest payment under Section 12.1(a). Contingent Interest, if any, will accrue from the first day of any relevant Interest Period and be payable on the Interest Payment Date at the end of such Interest Period to Holders of Securities on the Interest Payment Record Date relating to such Interest Payment Date. Contingent Interest, if any, shall be payable in addition to, and not in lieu of, fixed interest in

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respect of the Securities, which shall continue to accrue at the stated rate of 2.50% per annum without regard to whether Contingent Interest is also payable.

(c) Upon determination that Holders will be entitled to receive Contingent Interest which may become payable during a relevant Interest Period, on or prior to the start of such Interest Period, the Company shall issue a press release through Dow Jones & Company, Inc. or Bloomberg Business News containing the relevant information and make such information available on its website or through another public medium as the Company may use at that time.

ARTICLE XIII

MISCELLANEOUS

Section 13.1 Trust Indenture Act Controls. If any provision of this Indenture limits, qualifies, or conflicts with another provision which is required to be included in this Indenture by the TIA, the required provision shall control.

Section 13.2 Notices. Any request, demand, authorization, notice, waiver, consent or communication shall be in writing and delivered in person or mailed by first-class mail, postage prepaid, addressed as follows or transmitted by facsimile transmission (confirmed by guaranteed overnight courier) to the following facsimile numbers:

if to the Company:

CSG Systems International, Inc.

7887 East Belleview, Suite 1000

Englewood, CO 80111

Attn: General Counsel

Facsimile No.: (303) 804-4012

if to the Trustee:

Deutsche Bank Trust Company America

60 Wall Street

New York, NY 10005

Facsimile No.: (212) 797-8614

Attention: Trust and Securities Services

The Company or the Trustee by notice given to the other in the manner provided above may designate additional or different addresses for subsequent notices or communications.

Any notice or communication given to a Securityholder shall be mailed to the Securityholder, by first-class mail, postage prepaid, at the Securityholder’s address as it appears on the registration books of the Registrar and shall be sufficiently given if so mailed within the time prescribed.

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Failure to mail a notice or communication to a Securityholder or any defect in it shall not affect its sufficiency with respect to other Securityholders. If a notice or communication is mailed in the manner provided above, it is duly given, whether or not received by the addressee.

If the Company mails a notice or communication to the Securityholders, it shall mail a copy to the Trustee and each Registrar, Paying Agent, Conversion Agent or co-registrar.

Section 13.3 Communication by Holders with Other Holders. Securityholders may communicate pursuant to TIA Section 312(b) with other Securityholders with respect to their rights under this Indenture or the Securities. The Company, the Trustee, the Registrar, the Paying Agent, the Conversion Agent and anyone else shall have the protection of TIA Section 312(c).

Section 13.4 Certificate and Opinion as to Conditions Precedent. Upon any request or application by the Company to the Trustee to take any action under this Indenture, the Company shall furnish to the Trustee:

(1) an Officer’s Certificate stating that, in the opinion of the signers, all conditions precedent, if any, provided for in this Indenture relating to the proposed action have been complied with; and

(2) an Opinion of Counsel stating that, in the opinion of such counsel, all such conditions precedent have been complied with.

Section 13.5 Statements Required in Certificate or Opinion. Each Officer’s Certificate or Opinion of Counsel with respect to compliance with a covenant or condition provided for in this Indenture shall include:

(1) a statement that each Person making such Officer’s Certificate or Opinion of Counsel has read such covenant or condition;

(2) a brief statement as to the nature and scope of the examination or investigation upon which the statements or opinions contained in such Officer’s Certificate or Opinion of Counsel are based;

(3) a statement that, in the opinion of each such Person, he has made such examination or investigation as is necessary to enable such Person to express an informed opinion as to whether or not such covenant or condition has been complied with; and

(4) a statement that, in the opinion of such Person, such covenant or condition has been complied with.

Section 13.6 Separability Clause. In case any provision in this Indenture or in the Securities shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.

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Section 13.7 Rules by Trustee, Paying Agent, Conversion Agent and Registrar. The Trustee may make reasonable rules for action by or a meeting of Securityholders. The Registrar, the Conversion Agent and the Paying Agent may make reasonable rules for their functions.

Section 13.8 Legal Holidays. A “Legal Holiday” is any day other than a Business Day. If any specified date (including a date for giving notice) is a Legal Holiday, the action shall be taken on the next succeeding day that is not a Legal Holiday, and, if the action to be taken on such date is a payment in respect of the Securities, no interest, if any, shall accrue for the intervening period.

Section 13.9 GOVERNING LAW; WAIVER OF JURY TRIAL. THIS INDENTURE SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.

EACH OF THE COMPANY AND THE TRUSTEE HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS INDENTURE, THE SECURITIES OR THE TRANSACTION CONTEMPLATED HEREBY.

Section 13.10 No Recourse Against Others. A director, officer, employee or shareholder, as such, of the Company shall not have any liability for any obligations of the Company under the Securities or this Indenture or for any claim based on, in respect of or by reason of such obligations or their creation. By accepting a Security, each Securityholder shall waive and release all such liability. The waiver and release shall be part of the consideration for the issuance of the Securities.

Section 13.11 Successors. All agreements of the Company in this Indenture and the Securities shall bind its successor. All agreements of the Trustee in this Indenture shall bind its successor.

Section 13.12 Multiple Originals. The parties may sign any number of copies of this Indenture. Each signed copy shall be an original, but all of them together represent the same agreement. One signed copy is enough to prove this Indenture.

Section 13.13 Effect of Headings and Table of Contents. The Article and Section headings herein and the Table of Contents are for convenience only and shall not affect the construction hereof.

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IN WITNESS WHEREOF, the undersigned, being duly authorized, have executed this Indenture on behalf of the respective parties hereto as of the date first above written.

CSG SYSTEMS INTERNATIONAL, INC.
By:	/s/ Peter E. Kalan
	Name:	Peter E. Kalan
	Title:	Executive Vice President and Chief Financial Officer

DEUTSCHE BANK TRUST COMPANY AMERICAS     As Trustee
By:	/s/ Wanda Camacho
	Name: Wanda Camacho
	Title: Vice President

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EXHIBIT A

[FORM OF FACE OF GLOBAL SECURITY]

UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY (AND ANY PAYMENT HEREON IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL SINCE THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.

TRANSFERS OF THIS GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS TO NOMINEES OF THE DEPOSITORY TRUST COMPANY, OR TO A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE AND TRANSFERS OF PORTIONS OF THIS GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN ARTICLE TWO OF THE INDENTURE REFERRED TO ON THE REVERSE HEREOF.

THE SECURITY EVIDENCED BY THIS CERTIFICATE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT OF 1933”), OR ANY STATE SECURITIES LAWS, AND MAY NOT BE OFFERED OR SOLD EXCEPT AS SET FORTH IN THE FOLLOWING SENTENCE. BY ACQUISITION HEREOF, THE HOLDER:

(1) REPRESENTS THAT IT IS A “QUALIFIED INSTITUTIONAL BUYER” AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT;

(2) AGREES THAT IT WILL NOT WITHIN TWO YEARS AFTER THE LATER OF THE LAST DATE ON WHICH THE 2.50 % SENIOR SUBORDINATED CONVERTIBLE CONTINGENT DEBT SECURITIES DUE 2024 OF CSG SYSTEMS INTERNATIONAL INC. (THE “COMPANY”) WERE ORIGINALLY ISSUED AND THE LAST DATE ON WHICH THE COMPANY OR ANY AFFILIATE OF THE COMPANY WAS THE OWNER OF THIS SECURITY (OR ANY PREDECESSOR OF SUCH SECURITY) RESELL OR OTHERWISE TRANSFER THE SECURITY EVIDENCED HEREBY OR THE COMMON STOCK ISSUABLE UPON CONVERSION OF SUCH SECURITY EXCEPT (A) TO THE COMPANY OR ANY SUBSIDIARY THEREOF, (B) TO A QUALIFIED INSTITUTIONAL BUYER IN COMPLIANCE WITH RULE 144A UNDER THE SECURITIES ACT OF 1933, (C) PURSUANT TO THE EXEMPTION FROM REGISTRATION PROVIDED BY RULE 144 UNDER THE SECURITIES ACT (IF AVAILABLE), (D) TO AN INSTITUTIONAL INVESTOR THAT IS AN ACCREDITED INVESTOR WITHIN THE

A-1

MEANING OF RULE 501(a)(1), (2), (3) OR (7) OF REGULATION D UNDER THE SECURITIES ACT PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT, IF AVAILABLE, SUBJECT TO THE COMPANY’S AND THE TRUSTEE’S RIGHT PRIOR TO ANY SUCH TRANSFER, TO REQUIRE THE DELIVERY OF A SIGNED LETTER CONTAINING CERTAIN REPRESENTATIONS AND AGREEMENTS RELATING TO THE TRANSFER OF THIS SECURITY AND AN OPINION OF COUNSEL ACCEPTABLE TO THE ISSUER THAT SUCH TRANSFER IS IN COMPLIANCE WITH THE SECURITIES ACT, OR (E) PURSUANT TO A REGISTRATION STATEMENT WHICH HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES ACT AND WHICH CONTINUES TO BE EFFECTIVE AT THE TIME OF SUCH TRANSFER; AND

(3) AGREES THAT IT WILL DELIVER TO EACH PERSON TO WHOM THE SECURITY EVIDENCED HEREBY IS TRANSFERRED (OTHER THAN A TRANSFER PURSUANT TO CLAUSE 2(E) ABOVE) A NOTICE SUBSTANTIALLY TO THE EFFECT OF THIS LEGEND.

The foregoing legend may be removed from this Security on satisfaction of the conditions specified in the Indenture.

FOR PURPOSES OF SECTIONS 1273 AND 1275 OF THE INTERNAL REVENUE CODE, THIS INSTRUMENT IS A CONTINGENT PAYMENT DEBT INSTRUMENT AND WILL ACCRUE INTEREST AT THE ISSUER’S “COMPARABLE YIELD” FOR UNITED STATES FEDERAL INCOME TAX PURPOSES. PURSUANT TO SECTION 4.9 OF THE INDENTURE, THE COMPANY AGREES, AND BY ACCEPTANCE OF A BENEFICIAL OWNERSHIP INTEREST IN THE SECURITIES EACH BENEFICIAL HOLDER OF SECURITIES AGREES, FOR UNITED STATES FEDERAL INCOME TAX PURPOSES, (I) TO TREAT EACH SECURITY AND THE CORRESPONDING WARRANT IN WHICH SUCH HOLDER HAS A BENEFICIAL INTEREST AS A SINGLE UNITARY INSTRUMENT, (II) TO TREAT SUCH UNITARY INSTRUMENT AS INDEBTEDNESS OF THE COMPANY, (III) TO TREAT SUCH INDEBTEDNESS AS SUBJECT TO SECTION 1.1275-4(b) OF THE TREASURY REGULATIONS (THE “CONTINGENT DEBT REGULATIONS”), (IV) TO BE BOUND BY THE COMPANY’S DETERMINATION OF THE “COMPARABLE YIELD” AND “PROJECTED PAYMENT SCHEDULE,” WITHIN THE MEANING OF THE CONTINGENT DEBT REGULATIONS, WITH RESPECT TO SUCH HOLDER’S SECURITIES AND CORRESPONDING WARRANTS, AND (V) TO USE SUCH “COMPARABLE YIELD” AND “PROJECTED PAYMENT SCHEDULE” IN DETERMINING ITS INTEREST ACCRUALS WITH RESPECT TO SUCH HOLDER’S SECURITIES AND CORRESPONDING WARRANTS AND IN DETERMINING ADJUSTMENTS THERETO. FOR PURPOSES OF THE FOREGOING, THE COMPANY’S DETERMINATION OF THE “COMPARABLE YIELD” IS 9.09% PER ANNUM, COMPOUNDED SEMIANNUALLY. A HOLDER OF SECURITIES MAY OBTAIN THE ISSUE DATE, YIELD TO MATURITY, COMPARABLE YIELD AND THE PROJECTED PAYMENT SCHEDULE BY SUBMITTING A WRITTEN REQUEST FOR SUCH INFORMATION TO US AT: CSG SYSTEMS INTERNATIONAL, INC., 7887 EAST BELLEVIEW, ENGLEWOOD, CO 80111, ATTENTION: SENIOR VICE-PRESIDENT, INVESTOR RELATIONS.

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CSG SYSTEMS INTERNATIONAL, INC.

2.50% Senior Subordinated Convertible Contingent Debt Securities^SM (CODES^SM) due 2024

No.:	CUSIP: 126349 AA 7 ISIN: US126349AA76
Issue Date: June 2, 2004	Principal Amount: $

CSG SYSTEMS INTERNATIONAL, INC., a Delaware corporation, promises to pay to                      or registered assigns, the principal amount of [                     Dollars ($                     )] on June 15, 2024.

Interest Payment Dates: June 15 and December 15, commencing December 15, 2004.

Interest Payment Record Dates: June 1 and December 1.

Reference is hereby made to the further provisions of this Security set forth on the reverse side of this Security, which further provisions shall for all purposes have the same effect as if set forth at this place.

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IN WITNESS WHEREOF, the Company has caused this instrument to be duly executed.

CSG SYSTEMS INTERNATIONAL, INC.

By:

Title:

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TRUSTEE’S CERTIFICATE OF AUTHENTICATION
Deutsche Bank Trust Company Americas, as Trustee, certifies that this is one of the Securities referred to in the within-mentioned Indenture.
By
	Authorized Signatory

Dated: June 2, 2004

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[FORM OF REVERSE OF GLOBAL SECURITY]

2.50% Senior Subordinated Convertible Contingent Debt Securities^SM (CODES^SM) due 2024

This Security is one of a duly authorized issue of the 2.50% Senior Subordinated Convertible Contingent Debt Securities^SM (CODES^SM) due 2024 (the “Securities”) of CSG Systems International, Inc., a Delaware corporation (including any successor corporation under the Indenture hereinafter referred to, the “Company”), issued under an Indenture, dated as of June 2, 2004 (as it may be amended from time to time in accordance with the terms thereof, the “Indenture”), between the Company and Deutsche Bank Trust Company Americas, as trustee (the “Trustee”). The terms of the Security include those stated in the Indenture, those made part of the Indenture by reference to the Trust Indenture Act of 1939, as amended (“TIA”), and those set forth in this Security. This Security is subject to all such terms, and Holders are referred to the Indenture and the TIA for a statement of all such terms. To the extent permitted by applicable law, in the event of any inconsistency between the terms of this Security and the terms of the Indenture, the terms of the Indenture shall control. Capitalized terms used but not defined herein have the meanings assigned to them in the Indenture unless otherwise indicated.

1. Status.

Each Holder by accepting a Security agrees that the payment of principal of, premium, if any, and interest (including Additional Interest and Additional Amounts, if any) on each Security is subordinated in right of payment to the extent and in the manner provided in Article 10 of the Indenture, to the prior payment in cash or Cash Equivalents in full of the Senior Indebtedness of the Company (whether outstanding on the date of the Indenture or thereafter created, incurred, assumed or guaranteed), and the subordination is for the benefit of the holders of such Senior Indebtedness.

2. Payment of Principal and Interest.

The Company promises to pay interest on the principal amount of the Securities at the interest rate of 2.50% per annum from the date of issuance until repayment in full at June 15, 2024, or until an earlier conversion, redemption or repurchase. The Company will pay interest on this Security semiannually in arrears on June 15 and December 15 of each year (each, an “Interest Payment Date”), commencing December 15, 2004.

Interest on the Securities shall be computed on the basis of a 360-day year comprised of twelve 30-day months. Interest will accrue from the most recent date to which interest has been paid or, if no interest has been paid, from the issue date.

If this Security is redeemed or repurchased by the Company on a date that is after the Interest Payment Record Date and prior to the corresponding Interest Payment Date, interest (including Contingent Interest and Additional Amounts, if any) accrued and unpaid hereon to but not including the applicable Redemption Date or Repurchase Date, as the case may be, will be paid to the Holder of record on the corresponding Interest Payment Record Date.

Interest on Securities converted after an Interest Payment Record Date but prior to the corresponding Interest Payment Date will be paid to the Holder on the Interest Payment Record

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Date but, upon conversion, the Holder must pay the Company the interest (including Contingent Interest and Additional Amounts, if any) which has accrued and will be paid on such Interest Payment Date; provided that no such payment need be made with respect to Securities which will be redeemed by the Company after an Interest Payment Record Date and prior to the third Business Day after the corresponding Interest Payment Date.

If the principal amount hereof or any portion of such principal amount or any interest (including Contingent Interest and Additional Amounts, if any) on any Security is not paid when due (whether upon acceleration pursuant to Section 6.2 of the Indenture, upon the date set for payment of the Redemption Price pursuant to Section 6 hereof or the Repurchase Price pursuant to Section 7 hereof or upon the Stated Maturity of this Security), then such installment shall forthwith cease to be payable to the Holders in whose names the Securities were registered on the Interest Payment Record Date applicable to such installment of interest and will be paid as provided for in Section 2.11(a) or (b) of the Indenture instead.

3. Method of Payment.

Except as provided below, interest will be paid (i) on the Global Securities to The Depository Trust Company (“DTC”) or its nominee in immediately available funds, (ii) on any definitive Securities having an aggregate principal amount of $5,000,000 or less, by check mailed to the Holders of such Securities; and (iii) on any definitive Securities having an aggregate principal amount of more than $5,000,000, by wire transfer in immediately available funds at the election of the Holders of such Securities. Holders of such Securities requesting wire transfer must provide the Trustee (as defined below) with wire transfer instructions at least 15 days prior to the relevant interest payment date.

Unless previously converted, redeemed by the Company at its option or repurchased at the Holder’s option, principal on Global Securities will be paid to DTC or its nominee in immediately available funds. Principal on definitive Securities will be payable, upon Stated Maturity or when due, at the office or agency of the Company in New York City, maintained for such purpose, which shall initially be the Trust and Securities Services of the Trustee in New York City.

Subject to the terms and conditions of the Indenture, the Company will make payments in cash in respect of Redemption Prices, Repurchase Prices and at Stated Maturity to Holders who surrender Securities to a Paying Agent to collect such payments in respect of the Securities. The Company will pay cash amounts in money of the United States that at the time of payment is legal tender for payment of public and private debts. However, the Company may make such cash payments by check payable in such money.

4. Paying Agent, Conversion Agent and Registrar.

Initially, Deutsche Bank Trust Company Americas will act as Paying Agent, Conversion Agent and Registrar. The Company may appoint and change any Paying Agent, Conversion Agent or Registrar without notice, other than notice to the Trustee; provided that the Company will maintain at least one Paying Agent in the State of New York, City of New York, Borough of

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Manhattan, which shall initially be an office or agency of the Trustee. The Company or any of its Subsidiaries or any of their Affiliates may act as Paying Agent, Conversion Agent or Registrar.

5. Indenture.

The Securities are unsecured senior subordinated obligations of the Company limited to $230,000,000 aggregate principal amount. The Indenture does not limit other indebtedness of the Company, secured or unsecured.

6. Redemption at the Option of the Company.

No sinking fund is provided for the Securities. The Securities are not redeemable by the Company prior to June 20, 2011. The Securities are redeemable for cash at the option of the Company, in whole or in part, at any time or from time to time, on or after June 20, 2011 upon not less than 20 nor more than 60 days’ notice (the “Redemption Notice”) by mail for a Redemption Price equal to 100% of the principal amount of those Securities to be redeemed (the “Redemption Price”), plus, subject to Section 3.1 of the Indenture, accrued and unpaid interest (including Additional Interest and Additional Amounts, if any) thereon up to the Redemption Date.

If money sufficient to pay the Redemption Price of all Securities (or portions thereof) to be redeemed on the Redemption Date is deposited with the Paying Agent prior to or on the Redemption Date, interest will cease to accrue on such Securities (or portions thereof) immediately after such Redemption Date, and the Securities will cease to be outstanding immediately after such Redemption Date. The Holders thereof shall have no other rights as such other than the right to receive the Redemption Price upon surrender of such Securities. Securities in denominations larger than $1,000 of principal amount may be redeemed in part but only in integral multiples of $1,000 of principal amount.

7. Repurchase By the Company at the Option of the Holder.

Optional Repurchase Right. On June 15, 2011, June 15, 2016 and June 15, 2021 (each, an “Optional Repurchase Date”), each Holder shall have the right to require the Company to purchase, and upon the exercise of such right the Company shall purchase, for cash all or any portion of the Holder’s Securities, in integral multiples of $1,000 principal amount (provided that no single Security may be repurchased in part unless the portion of the principal amount of such Security to be outstanding after such repurchase is equal to an integral multiple of $1,000), at a repurchase price equal to 100% of the principal amount of those Securities (the “Optional Repurchase Price”), plus, subject to Section 3.7(a) of the Indenture, any accrued and unpaid interest (including Contingent Interest and Additional Amounts, if any) to, but excluding, the Optional Repurchase Date.

Repurchase Right Upon a Change in Control. At the option of the Holder and subject to the terms and conditions of the Indenture, the Company shall become obligated to offer to repurchase the Securities held by such Holder within 35 days after the occurrence of a Change in Control of the Company for a Change in Control Repurchase Price equal to the principal amount of those Securities plus, subject to Section 3.7(b) of the Indenture, accrued and unpaid interest (including Contingent Interest and Additional Amounts, if any) thereon up to the Change in

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Control Repurchase Date. The Change in Control Purchase Date shall be within 30 days of the Company’s delivery of the notice described in the preceding sentence, which shall be delivered to all Holders and the Trustee. The Change in Control Repurchase Price shall be paid in cash.

Holders have the right to withdraw any Repurchase Notice, as the case may be, by delivering to the Paying Agent a written notice of withdrawal in accordance with the provisions of the Indenture.

If money sufficient to pay the Repurchase Price of all Securities or portions thereof to be repurchased as of the Repurchase Date, is deposited with the Paying Agent on the Business Day following the Repurchase Date, interest will cease to accrue on such Securities (or portions thereof) immediately after such date, and the Securities will cease to be outstanding immediately after such date. The Holders thereof shall have no other rights as such other than the right to receive the Repurchase Price upon surrender of such Security.

8. Conversion.

Subject to and in compliance with the provisions of the Indenture, a Holder is entitled, at such Holder’s option, to convert the Holder’s Securities (or any portion of the principal amount thereof that is $1,000 or whole multiples of $1,000), unless previously converted, redeemed or repurchased at the Conversion Rate in effect on the date of conversion, if any of the following conditions is satisfied:

a. during any fiscal quarter (and only during such fiscal quarter) if the Closing Price of the Common Stock for at least 20 consecutive Trading Days in the 30-Trading-Day period ending on the last Trading Day of the preceding fiscal quarter is greater than 130% of the Conversion Price on the last Trading Day of such fiscal quarter;

b. during the five-consecutive-Business-Day period immediately following a ten-consecutive-Trading-Day period (the “Measurement Period”) in which the average of the Trading Prices was less than 98% of the Conversion Value during such Measurement Period; provided, however, that the Securities shall not be convertible after June 15, 2019 if on any Trading Day during such Measurement Period the Closing Price of the Common Stock is greater than or equal to then-current Conversion Price but less than or equal to 130% of the then-current Conversion Price;

c. at any time prior to the close of business on the second Business Day preceding the date fixed for redemption, if such Security has been called for redemption pursuant to the terms of the Indenture; or

d. in the event of certain corporate transactions as provided in the Indenture.

Upon conversion of any Securities the Company shall deliver cash, fully paid and nonassessable shares of Common Stock or a combination of cash and Common Stock, in accordance with the Indenture.

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A Security in respect of which a Holder has delivered a Repurchase Notice, exercising the option of such Holder to require the Company to purchase such Security, may be converted only if such Repurchase Notice is withdrawn in accordance with the terms of the Indenture.

The initial Conversion Rate is 37.3552 shares per $1,000 of principal amount of Securities, subject to adjustment in certain events set forth in the Indenture. No fractional shares of Common Stock shall be issued upon conversion of any Security. Instead of any fractional share of Common Stock that would otherwise be issued upon conversion of such Security, the Company shall pay a cash adjustment as provided in the Indenture.

To surrender a Security for conversion, a Holder must (1) complete and manually sign the conversion notice below (or complete and manually sign a facsimile of such notice) and deliver such notice to the Conversion Agent, (2) surrender the Security to the Conversion Agent, (3) furnish appropriate endorsements and transfer documents and (4) pay any transfer or similar tax, if required by the Indenture.

If the Company (i) is a party to a merger, consolidation or binding share exchange, (ii) reclassifies the Common Stock or (iii) conveys, transfers or leases its properties and assets substantially as an entirety to any Person, the right to convert a Security into shares of Common Stock may be changed into a right to convert it into securities, cash or other assets of the Company or such other Person, in each case in accordance with the Indenture.

9. Denominations; Transfer; Exchange.

The Securities are in fully registered form, without coupons, in denominations of $1,000 of principal amount and whole multiples of $1,000. A Holder may transfer or exchange Securities in accordance with the Indenture. The Registrar may require a Holder, among other things, to furnish appropriate endorsements and transfer documents and to pay any taxes and fees required by law or permitted by the Indenture. The Registrar need not transfer or exchange any Securities selected for redemption (except, in the case of a Security to be redeemed in part, the portion of the Security not to be redeemed) or any Securities in respect of which a Repurchase Notice has been given and not withdrawn (except, in the case of a Security to be purchased in part, the portion of the Security not to be purchased) or any Securities for a period of 15 days before the mailing of a Redemption Notice of Securities to be redeemed.

10. Persons Deemed Owners.

The registered Holder of this Security may be treated as the owner of this Security for all purposes.

11. Unclaimed Money or Securities.

The Trustee and the Paying Agent shall return to the Company upon written request any money held by them for the payment of any amount with respect to the Securities that remains unclaimed for two years, subject to applicable unclaimed property law. After return to the Company, Holders entitled to the money or securities must look to the Company for payment as general creditors unless an applicable abandoned property law designates another Person.

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12. Amendment; Waiver.

Subject to certain exceptions set forth in the Indenture, (i) the Indenture or the Securities may be amended with the written consent of the Holders of at least a majority in aggregate principal amount of the outstanding Securities and (ii) certain Defaults may be waived with the written consent of the Holders of a majority in aggregate principal amount of the outstanding Securities. The Indenture and the Securities may also be amended by the Company and the Trustee, without the consent of any Holder, in certain circumstances set forth in the Indenture; provided that certain provisions of the Indenture and the Securities may not be amended without the consent of each affected Holder.

13. Defaults and Remedies.

If any Event of Default with respect to Securities shall occur and be continuing, the principal of all the Securities may be declared due and payable in the manner and with the effect provided in the Indenture.

14. Trustee Dealings with the Company.

Subject to certain limitations imposed by the TIA, the Trustee under the Indenture, in its individual or any other capacity, may become the owner or pledgee of Securities and may otherwise deal with and collect obligations owed to it by the Company or its Affiliates and may otherwise deal with the Company or its Affiliates with the same rights it would have if it were not Trustee.

15. No Recourse Against Others.

A director, officer, employee or shareholder, as such, of the Company shall not have any liability for any obligations of the Company under the Securities or the Indenture or for any claim based on, in respect of or by reason of such obligations or their creation. By accepting a Security, each Securityholder waives and releases all such liability. The waiver and release are part of the consideration for the issue of the Securities.

16. Authentication.

This Security shall not be valid until an authorized signatory of the Trustee manually signs the Trustee’s Certificate of Authentication on the other side of this Security.

17. Abbreviations.

Customary abbreviations may be used in the name of a Securityholder or an assignee, such as TEN COM (=tenants in common), TEN ENT (=tenants by the entireties), JT TEN (=joint tenants with right of survivorship and not as tenants in common), CUST (=custodian), and U/G/M/A (=Uniform Gift to Minors Act).

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18. GOVERNING LAW; WAIVER OF JURY TRIAL.

THIS SECURITY AND THE INDENTURE SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.

EACH OF THE COMPANY AND THE TRUSTEE HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THE INDENTURE, THIS NOTE OR THE TRANSACTION CONTEMPLATED HEREBY.

The Company will furnish to any Securityholder upon written request and without charge a copy of the Indenture which has in it the text of this Security in larger type. Requests may be made to:

CSG SYSTEMS INTERATIONAL, INC.

7887 East Belleview, Suite 1000

Englewood, CO 80111

Attn: General Counsel

Facsimile No.: (303) 804-4012

19. Contingent Interest.

The Company will pay Contingent Interest as described in the Indenture to Holders during any six-month period from and including an Interest Payment Date to but excluding the next Interest Payment Date commencing with the six-month period beginning June 15, 2011, if the average Trading Price of the Securities for the five-consecutive-Trading-Day period ending on the second Trading Day immediately preceding the first day of the applicable six-month period equals 120% or more of the principal amount of the Securities.

20. Registration Rights.

The Holders of the Securities are entitled to the benefits of the Registration Rights Agreement, including the receipt of Additional Amounts upon a registration default (as defined in such agreement).

21. Calculations.

The Company shall be responsible for making all calculations called for under this Security. These calculations include, but are not limited to, determinations of accrued interest, including Contingent Interest and Additional Amounts, if any, the Conversion Price, the Repurchase Price, the Redemption Price and other calculations related to a Holder’s conversion rights. The Company shall make these calculations in good faith and, absent manifest error, these calculations will be final and binding on any Holder of this Security. The Company shall provide a schedule of its calculations to each of the Trustee and the Conversion Agent, and each of the Trustee and the Conversion Agent is entitled to rely upon the accuracy of such calculations with independent verification. The Trustee may forward the Company’s calculations to any Holder of this Security upon the request of such Holder.

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ASSIGNMENT FORM	CONVERSION NOTICE
To assign this Security, fill in the form below:	To convert this Security into Common Stock of the Company, check the box ¨
I or we assign and transfer this Security to _________________________________________ _________________________________________ (Insert assignee’s soc. sec. or tax ID no.) _________________________________________ _________________________________________ _________________________________________ (Print or type assignee’s name, address and zip code) and irrevocably appoint _________________________________ agent to transfer this Security on the books of the Company. The agent may substitute another to act for him.	To convert only part of this Security, state the principal amount to be converted (which must be $1,000 or an integral multiple of $1,000): $________________________________________ If you want the stock certificate made out in another person’s name fill in the form below: _________________________________________ _________________________________________ (Insert the other person’s soc. sec. tax ID no.) _________________________________________ _________________________________________ _________________________________________ _________________________________________ _________________________________________ (Print or type other person’s name, address and zip code)

Date:	Your Signature:
(Sign exactly as your name appears on the other side of this Security)

Signature Guaranteed

Participant in a Recognized Signature

Guarantee Medallion Program

By
	Authorized Signatory

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SCHEDULE OF INCREASES AND DECREASES OF GLOBAL SECURITY

Initial Principal Amount of Global Security: Two Hundred Thirty Million Dollars

($230,000,000)

Date Amount of Increase in Principal Amount of Global Security Amount of Decrease in Principal Amount of Global Security Principal Amount of Global Security After Increase or
Decrease Notation by Registrar or Security Custodian

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EXHIBIT B

[FORM OF FACE OF CERTIFICATED SECURITY]

THE SECURITY EVIDENCED BY THIS CERTIFICATE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT OF 1933”), OR ANY STATE SECURITIES LAWS, AND MAY NOT BE OFFERED OR SOLD EXCEPT AS SET FORTH IN THE FOLLOWING SENTENCE. BY ACQUISITION HEREOF, THE HOLDER:

(1) REPRESENTS THAT IT IS A “QUALIFIED INSTITUTIONAL BUYER” AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT;

(2) AGREES THAT IT WILL NOT WITHIN TWO YEARS AFTER THE LATER OF THE LAST DATE ON WHICH THE 2.50% SENIOR SUBORDINATED CONVERTIBLE CONTINGENT DEBT SECURITIES DUE 2024 OF CSG SYSTEMS INTERNATIONAL INC. (THE “COMPANY”) WERE ORIGINALLY ISSUED AND THE LAST DATE ON WHICH THE COMPANY OR ANY AFFILIATE OF THE COMPANY WAS THE OWNER OF THIS SECURITY (OR ANY PREDECESSOR OF SUCH SECURITY) RESELL OR OTHERWISE TRANSFER THE SECURITY EVIDENCED HEREBY OR THE COMMON STOCK ISSUABLE UPON CONVERSION OF SUCH SECURITY EXCEPT (A) TO THE COMPANY OR ANY SUBSIDIARY THEREOF, (B) TO A QUALIFIED INSTITUTIONAL BUYER IN COMPLIANCE WITH RULE 144A UNDER THE SECURITIES ACT OF 1933, (C) PURSUANT TO THE EXEMPTION FROM REGISTRATION PROVIDED BY RULE 144 UNDER THE SECURITIES ACT (IF AVAILABLE), (D) TO AN INSTITUTIONAL INVESTOR THAT IS AN ACCREDITED INVESTOR WITHIN THE MEANING OF RULE 501(a)(1), (2), (3) OR (7) OF REGULATION D UNDER THE SECURITIES ACT PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT, IF AVAILABLE, SUBJECT TO THE COMPANY’S AND THE TRUSTEE’S RIGHT PRIOR TO ANY SUCH TRANSFER, TO REQUIRE THE DELIVERY OF A SIGNED LETTER CONTAINING CERTAIN REPRESENTATIONS AND AGREEMENTS RELATING TO THE TRANSFER OF THIS SECURITY AND AN OPINION OF COUNSEL ACCEPTABLE TO THE ISSUER THAT SUCH TRANSFER IS IN COMPLIANCE WITH THE SECURITIES ACT, OR (E) PURSUANT TO A REGISTRATION STATEMENT WHICH HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES ACT AND WHICH CONTINUES TO BE EFFECTIVE AT THE TIME OF SUCH TRANSFER; AND

(3) AGREES THAT IT WILL DELIVER TO EACH PERSON TO WHOM THE SECURITY EVIDENCED HEREBY IS TRANSFERRED (OTHER THAN A TRANSFER PURSUANT TO CLAUSE 2(E) ABOVE) A NOTICE SUBSTANTIALLY TO THE EFFECT OF THIS LEGEND.

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The foregoing legend may be removed from this Security on satisfaction of the conditions specified in the Indenture.

FOR PURPOSES OF SECTIONS 1273 AND 1275 OF THE INTERNAL REVENUE CODE, THIS INSTRUMENT IS A CONTINGENT PAYMENT DEBT INSTRUMENT AND WILL ACCRUE INTEREST AT THE ISSUER’S “COMPARABLE YIELD” FOR UNITED STATES FEDERAL INCOME TAX PURPOSES. PURSUANT TO SECTION 4.9 OF THE INDENTURE, THE COMPANY AGREES, AND BY ACCEPTANCE OF A BENEFICIAL OWNERSHIP INTEREST IN THE SECURITIES EACH BENEFICIAL HOLDER OF SECURITIES AGREES, FOR UNITED STATES FEDERAL INCOME TAX PURPOSES, (I) TO TREAT EACH SECURITY AND THE CORRESPONDING WARRANT IN WHICH SUCH HOLDER HAS A BENEFICIAL INTEREST AS A SINGLE UNITARY INSTRUMENT, (II) TO TREAT SUCH UNITARY INSTRUMENT AS INDEBTEDNESS OF THE COMPANY, (III) TO TREAT SUCH INDEBTEDNESS AS SUBJECT TO SECTION 1.1275-4(b) OF THE TREASURY REGULATIONS (THE “CONTINGENT DEBT REGULATIONS”), (IV) TO BE BOUND BY THE COMPANY’S DETERMINATION OF THE “COMPARABLE YIELD” AND “PROJECTED PAYMENT SCHEDULE,” WITHIN THE MEANING OF THE CONTINGENT DEBT REGULATIONS, WITH RESPECT TO SUCH HOLDER’S SECURITIES AND CORRESPONDING WARRANTS, AND (V) TO USE SUCH “COMPARABLE YIELD” AND “PROJECTED PAYMENT SCHEDULE” IN DETERMINING ITS INTEREST ACCRUALS WITH RESPECT TO SUCH HOLDER’S SECURITIES AND CORRESPONDING WARRANTS AND IN DETERMINING ADJUSTMENTS THERETO. FOR PURPOSES OF THE FOREGOING, THE COMPANY’S DETERMINATION OF THE “COMPARABLE YIELD” IS 9.09% PER ANNUM, COMPOUNDED SEMIANNUALLY. A HOLDER OF SECURITIES MAY OBTAIN THE ISSUE DATE, YIELD TO MATURITY, COMPARABLE YIELD AND THE PROJECTED PAYMENT SCHEDULE BY SUBMITTING A WRITTEN REQUEST FOR SUCH INFORMATION TO US AT: CSG SYSTEMS INTERNATIONAL, INC., 7887 EAST BELLEVIEW, ENGLEWOOD, CO 80111, ATTENTION: SENIOR VICE-PRESIDENT, INVESTOR RELATIONS.

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CSG SYSTEMS INTERNATIONAL, INC.

2.50% Senior Subordinated Convertible Contingent Debt Securities^SM (CODES^SM) due 2024

No.:                      Issue Date: June 2, 2004 CUSIP: 126349 AA 7 ISIN: US126349AA76 Principal Amount: $                    

CSG SYSTEMS INTERNATIONAL, INC., a Delaware corporation, promises to pay to                              or registered assigns, the principal amount of [                     Dollars ($                     )] on June 15, 2024.

Interest Payment Dates: June 15 and December 15, commencing December 15, 2004.

Interest Payment Record Dates: June 1 and December 1.

Reference is hereby made to the further provisions of this Security set forth on the reverse side of this Security, which further provisions shall for all purposes have the same effect as if set forth at this place.

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IN WITNESS WHEREOF, the Company has caused this instrument to be duly executed under its corporate seal.

CSG SYSTEMS INTERNATIONAL, INC.
By:
	Title:

TRUSTEE’S CERTIFICATE OF AUTHENTICATION
DEUTSCHE BANK TRUST COMPANY AMERICAS, as Trustee, certifies that this is one of the Securities referred to in the within-mentioned Indenture.
By
	Authorized Signatory

Dated:

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[FORM OF REVERSE OF CERTIFICATED SECURITY]

2.50% Senior Subordinated Convertible Contingent Debt Securities^SM (CODES^SM) due 2024

This Security is one of a duly authorized issue of the 2.50% Senior Subordinated Convertible Contingent Debt Securities^SM (CODES^SM) due 2024 (the “Securities”) of CSG Systems International, Inc., a Delaware corporation (including any successor corporation under the Indenture hereinafter referred to, the “Company”), issued under an Indenture, dated as of June 2, 2004 (as it may be amended from time to time in accordance with the terms thereof, the “Indenture”), between the Company and Deutsche Bank Trust Company Americas, as trustee (the “Trustee”). The terms of the Security include those stated in the Indenture, those made part of the Indenture by reference to the Trust Indenture Act of 1939, as amended (“TIA”), and those set forth in this Security. This Security is subject to all such terms, and Holders are referred to the Indenture and the TIA for a statement of all such terms. To the extent permitted by applicable law, in the event of any inconsistency between the terms of this Security and the terms of the Indenture, the terms of the Indenture shall control. Capitalized terms used but not defined herein have the meanings assigned to them in the Indenture unless otherwise indicated.

1. Status.

Each Holder by accepting a Security agrees that the payment of principal of, premium, if any, and interest (including Additional Interest and Additional Amounts, if any) on each Security is subordinated in right of payment to the extent and in the manner provided in Article 10 of the Indenture, to the prior payment in cash or Cash Equivalents in full of the Senior Indebtedness of the Company (whether outstanding on the date of the Indenture or thereafter created, incurred, assumed or guaranteed), and the subordination is for the benefit of the holders of such Senior Indebtedness.

2. Payment of Principal and Interest.

The Company promises to pay interest on the principal amount of the Securities at the interest rate of 2.50% per annum from the date of issuance until repayment in full at June 15, 2024, or until an earlier conversion, redemption or repurchase. The Company will pay interest on this Security semiannually in arrears on June 15 and December 15 of each year (each, an “Interest Payment Date”), commencing December 15, 2004.

Interest on the Securities shall be computed on the basis of a 360-day year comprised of twelve 30-day months. Interest will accrue from the most recent date to which interest has been paid or, if no interest has been paid, from the issue date.

If this Security is redeemed or repurchased by the Company on a date that is after the Interest Payment Record Date and prior to the corresponding Interest Payment Date, interest (including Contingent Interest and Additional Amounts, if any) accrued and unpaid hereon to but not including the applicable Redemption Date or Repurchase Date, as the case may be, will be paid to the Holder of record on the corresponding Interest Payment Record Date.

Interest on Securities converted after an Interest Payment Record Date but prior to the corresponding Interest Payment Date will be paid to the Holder on the Interest Payment Record

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Date but, upon conversion, the Holder must pay the Company the interest (including Contingent Interest and Additional Amounts, if any) which has accrued and will be paid on such Interest Payment Date; provided that no such payment need be made with respect to Securities which will be redeemed by the Company after an Interest Payment Record Date and prior to the third Business Day after the corresponding Interest Payment Date.

If the principal amount hereof or any portion of such principal amount or any interest (including Contingent Interest and Additional Amounts, if any) on any Security is not paid when due (whether upon acceleration pursuant to Section 6.2 of the Indenture, upon the date set for payment of the Redemption Price pursuant to Section 6 hereof or the Repurchase Price pursuant to Section 7 hereof or upon the Stated Maturity of this Security), then such installment shall forthwith cease to be payable to the Holders in whose names the Securities were registered on the Interest Payment Record Date applicable to such installment of interest and will be paid as provided for in Section 2.11(a) or (b) of the Indenture instead.

3. Method of Payment.

Except as provided below, interest will be paid (i) on the Global Securities to The Depository Trust Company (“DTC”) or its nominee in immediately available funds, (ii) on any definitive Securities having an aggregate principal amount of $5,000,000 or less, by check mailed to the Holders of such Securities; and (iii) on any definitive Securities having an aggregate principal amount of more than $5,000,000, by wire transfer in immediately available funds at the election of the Holders of such Securities. Holders of such Securities requesting wire transfer must provide the Trustee (as defined below) with wire transfer instructions at least 15 days prior to the relevant interest payment date.

Unless previously converted, redeemed by the Company at its option or repurchased at the Holder’s option, principal on Global Securities will be paid to DTC or its nominee in immediately available funds. Principal on definitive Securities will be payable, upon Stated Maturity or when due, at the office or agency of the Company in New York City, maintained for such purpose, which shall initially be the Trust and Securities Services of the Trustee in New York City.

Subject to the terms and conditions of the Indenture, the Company will make payments in cash in respect of Redemption Prices, Repurchase Prices and at Stated Maturity to Holders who surrender Securities to a Paying Agent to collect such payments in respect of the Securities. The Company will pay cash amounts in money of the United States that at the time of payment is legal tender for payment of public and private debts. However, the Company may make such cash payments by check payable in such money.

4. Paying Agent, Conversion Agent and Registrar.

Initially, Deutsche Bank Trust Company Americas will act as Paying Agent, Conversion Agent and Registrar. The Company may appoint and change any Paying Agent, Conversion Agent or Registrar without notice, other than notice to the Trustee; provided that the Company will maintain at least one Paying Agent in the State of New York, City of New York, Borough of

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Manhattan, which shall initially be an office or agency of the Trustee. The Company or any of its Subsidiaries or any of their Affiliates may act as Paying Agent, Conversion Agent or Registrar.

5. Indenture.

The Securities are unsecured senior subordinated obligations of the Company limited to $230,000,000 aggregate principal amount. The Indenture does not limit other indebtedness of the Company, secured or unsecured.

6. Redemption at the Option of the Company.

No sinking fund is provided for the Securities. The Securities are not redeemable by the Company prior to June 20, 2011. The Securities are redeemable for cash at the option of the Company, in whole or in part, at any time or from time to time, on or after June 20, 2011 upon not less than 20 nor more than 60 days’ notice (the “Redemption Notice”) by mail for a Redemption Price equal to 100% of the principal amount of those Securities to be redeemed (the “Redemption Price”), plus, subject to Section 3.1 of the Indenture, accrued and unpaid interest (including Additional Interest and Additional Amounts, if any) thereon up to the Redemption Date.

If money sufficient to pay the Redemption Price of all Securities (or portions thereof) to be redeemed on the Redemption Date is deposited with the Paying Agent prior to or on the Redemption Date, interest will cease to accrue on such Securities (or portions thereof) immediately after such Redemption Date, and the Securities will cease to be outstanding immediately after such Redemption Date. The Holders thereof shall have no other rights as such other than the right to receive the Redemption Price upon surrender of such Securities. Securities in denominations larger than $1,000 of principal amount may be redeemed in part but only in integral multiples of $1,000 of principal amount.

7. Repurchase By the Company at the Option of the Holder.

Optional Repurchase Right. On June 15, 2011, June 15, 2016 and June 15, 2021 (each, an “Optional Repurchase Date”), each Holder shall have the right to require the Company to purchase, and upon the exercise of such right the Company shall purchase, for cash all or any portion of the Holder’s Securities, in integral multiples of $1,000 principal amount (provided that no single Security may be repurchased in part unless the portion of the principal amount of such Security to be outstanding after such repurchase is equal to an integral multiple of $1,000), at a repurchase price equal to 100% of the principal amount of those Securities (the “Optional Repurchase Price”), plus, subject to Section 3.7(a) of the Indenture, any accrued and unpaid interest (including Contingent Interest and Additional Amounts, if any) to, but excluding, the Optional Repurchase Date.

Repurchase Right Upon a Change in Control. At the option of the Holder and subject to the terms and conditions of the Indenture, the Company shall become obligated to offer to repurchase the Securities held by such Holder within 35 days after the occurrence of a Change in Control of the Company for a Change in Control Repurchase Price equal to the principal amount of those Securities plus, subject to Section 3.7(b) of the Indenture, accrued and unpaid interest (including Contingent Interest and Additional Amounts, if any) thereon up to the Change in

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Control Repurchase Date. The Change in Control Purchase Date shall be within 30 days of the Company’s delivery of the notice described in the preceding sentence, which shall be delivered to all Holders and the Trustee. The Change in Control Repurchase Price shall be paid in cash.

Holders have the right to withdraw any Repurchase Notice, as the case may be, by delivering to the Paying Agent a written notice of withdrawal in accordance with the provisions of the Indenture.

If money sufficient to pay the Repurchase Price of all Securities or portions thereof to be repurchased as of the Repurchase Date, is deposited with the Paying Agent on the Business Day following the Repurchase Date, interest will cease to accrue on such Securities (or portions thereof) immediately after such date, and the Securities will cease to be outstanding immediately after such date. The Holders thereof shall have no other rights as such other than the right to receive the Repurchase Price upon surrender of such Security.

8. Conversion.

Subject to and in compliance with the provisions of the Indenture, a Holder is entitled, at such Holder’s option, to convert the Holder’s Securities (or any portion of the principal amount thereof that is $1,000 or whole multiples of $1,000), unless previously converted, redeemed or repurchased at the Conversion Rate in effect on the date of conversion, if any of the following conditions is satisfied:

a. during any fiscal quarter (and only during such fiscal quarter) if the Closing Price of the Common Stock for at least 20 consecutive Trading Days in the 30-Trading-Day period ending on the last Trading Day of the preceding fiscal quarter is greater than 130% of the Conversion Price on the last Trading Day of such fiscal quarter;

b. during the five-consecutive-Business-Day period immediately following a ten-consecutive-Trading-Day period (the “Measurement Period”) in which the average of the Trading Prices was less than 98% of the Conversion Value during such Measurement Period; provided, however, that the Securities shall not be convertible after June 15, 2019 if on any Trading Day during such Measurement Period the Closing Price of the Common Stock is greater than or equal to then-current Conversion Price but less than or equal to 130% of the then-current Conversion Price;

c. at any time prior to the close of business on the second Business Day preceding the date fixed for redemption, if such Security has been called for redemption pursuant to the terms of the Indenture; or

d. in the event of certain corporate transactions as provided in the Indenture.

Upon conversion of any Securities the Company shall deliver cash, fully paid and nonassessable shares of Common Stock or a combination of cash and Common Stock, in accordance with the Indenture.

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A Security in respect of which a Holder has delivered a Repurchase Notice, exercising the option of such Holder to require the Company to purchase such Security, may be converted only if such Repurchase Notice is withdrawn in accordance with the terms of the Indenture.

The initial Conversion Rate is 37.3552 shares per $1,000 of principal amount of Securities, subject to adjustment in certain events set forth in the Indenture. No fractional shares of Common Stock shall be issued upon conversion of any Security. Instead of any fractional share of Common Stock that would otherwise be issued upon conversion of such Security, the Company shall pay a cash adjustment as provided in the Indenture.

To surrender a Security for conversion, a Holder must (1) complete and manually sign the conversion notice below (or complete and manually sign a facsimile of such notice) and deliver such notice to the Conversion Agent, (2) surrender the Security to the Conversion Agent, (3) furnish appropriate endorsements and transfer documents and (4) pay any transfer or similar tax, if required by the Indenture.

If the Company (i) is a party to a merger, consolidation or binding share exchange, (ii) reclassifies the Common Stock or (iii) conveys, transfers or leases its properties and assets substantially as an entirety to any Person, the right to convert a Security into shares of Common Stock may be changed into a right to convert it into securities, cash or other assets of the Company or such other Person, in each case in accordance with the Indenture.

9. Denominations; Transfer; Exchange.

The Securities are in fully registered form, without coupons, in denominations of $1,000 of principal amount and whole multiples of $1,000. A Holder may transfer or exchange Securities in accordance with the Indenture. The Registrar may require a Holder, among other things, to furnish appropriate endorsements and transfer documents and to pay any taxes and fees required by law or permitted by the Indenture. The Registrar need not transfer or exchange any Securities selected for redemption (except, in the case of a Security to be redeemed in part, the portion of the Security not to be redeemed) or any Securities in respect of which a Repurchase Notice has been given and not withdrawn (except, in the case of a Security to be purchased in part, the portion of the Security not to be purchased) or any Securities for a period of 15 days before the mailing of a Redemption Notice of Securities to be redeemed.

10. Persons Deemed Owners.

The registered Holder of this Security may be treated as the owner of this Security for all purposes.

11. Unclaimed Money or Securities.

The Trustee and the Paying Agent shall return to the Company upon written request any money held by them for the payment of any amount with respect to the Securities that remains unclaimed for two years, subject to applicable unclaimed property law. After return to the Company, Holders entitled to the money or securities must look to the Company for payment as general creditors unless an applicable abandoned property law designates another Person.

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12. Amendment; Waiver.

Subject to certain exceptions set forth in the Indenture, (i) the Indenture or the Securities may be amended with the written consent of the Holders of at least a majority in aggregate principal amount of the outstanding Securities and (ii) certain Defaults may be waived with the written consent of the Holders of a majority in aggregate principal amount of the outstanding Securities. The Indenture and the Securities may also be amended by the Company and the Trustee, without the consent of any Holder, in certain circumstances set forth in the Indenture; provided that certain provisions of the Indenture and the Securities may not be amended without the consent of each affected Holder.

13. Defaults and Remedies.

If any Event of Default with respect to Securities shall occur and be continuing, the principal of all the Securities may be declared due and payable in the manner and with the effect provided in the Indenture.

14. Trustee Dealings with the Company.

Subject to certain limitations imposed by the TIA, the Trustee under the Indenture, in its individual or any other capacity, may become the owner or pledgee of Securities and may otherwise deal with and collect obligations owed to it by the Company or its Affiliates and may otherwise deal with the Company or its Affiliates with the same rights it would have if it were not Trustee.

15. No Recourse Against Others.

A director, officer, employee or shareholder, as such, of the Company shall not have any liability for any obligations of the Company under the Securities or the Indenture or for any claim based on, in respect of or by reason of such obligations or their creation. By accepting a Security, each Securityholder waives and releases all such liability. The waiver and release are part of the consideration for the issue of the Securities.

16. Authentication.

This Security shall not be valid until an authorized signatory of the Trustee manually signs the Trustee’s Certificate of Authentication on the other side of this Security.

17. Abbreviations.

Customary abbreviations may be used in the name of a Securityholder or an assignee, such as TEN COM (=tenants in common), TEN ENT (=tenants by the entireties), JT TEN (=joint tenants with right of survivorship and not as tenants in common), CUST (=custodian), and U/G/M/A (=Uniform Gift to Minors Act).

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18. GOVERNING LAW; WAIVER OF JURY TRIAL.

THIS SECURITY AND THE INDENTURE SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.

EACH OF THE COMPANY AND THE TRUSTEE HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THE INDENTURE, THIS NOTE OR THE TRANSACTION CONTEMPLATED HEREBY.

The Company will furnish to any Securityholder upon written request and without charge a copy of the Indenture which has in it the text of this Security in larger type. Requests may be made to:

CSG SYSTEMS INTERATIONAL, INC.

7887 East Belleview, Suite 1000

Englewood, CO 80111

Attn: General Counsel

Facsimile No.: (303) 804-4012

19. Contingent Interest.

The Company will pay Contingent Interest as described in the Indenture to Holders during any six-month period from and including an Interest Payment Date to but excluding the next Interest Payment Date commencing with the six-month period beginning June 15, 2011, if the average Trading Price of the Securities for the five-consecutive-Trading-Day period ending on the second Trading Day immediately preceding the first day of the applicable six-month period equals 120% or more of the principal amount of the Securities.

20. Registration Rights.

The Holders of the Securities are entitled to the benefits of the Registration Rights Agreement, including the receipt of Additional Amounts upon a registration default (as defined in such agreement).

21. Calculations.

The Company shall be responsible for making all calculations called for under this Security. These calculations include, but are not limited to, determinations of accrued interest, including Contingent Interest and Additional Amounts, if any, the Conversion Price, the Repurchase Price, the Redemption Price and other calculations related to a Holder’s conversion rights. The Company shall make these calculations in good faith and, absent manifest error, these calculations will be final and binding on any Holder of this Security. The Company shall provide a schedule of its calculations to each of the Trustee and the Conversion Agent, and each of the Trustee and the Conversion Agent is entitled to rely upon the accuracy of such calculations with independent verification. The Trustee may forward the Company’s calculations to any Holder of this Security upon the request of such Holder.

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EXHIBIT C

2.50% Senior Subordinated Convertible Contingent Debt Securities^SM (CODES^SM) due 2024

Transfer Certificate

In connection with any transfer of any of the Securities or beneficial interest in a Global Security that is a Restricted Security within the period prior to the expiration of the holding period applicable to the sales thereof under Rule 144(k) under the Securities Act of 1933, as amended (the “Securities Act”) (or any successor provision), the undersigned registered owner or beneficial owner of this Security hereby certifies with respect to $                         principal amount of the above-captioned Securities (the “Surrendered Securities”) presented or surrendered on the date hereof for registration of transfer, or for exchange or conversion where the securities issuable upon such exchange or conversion are to be registered in a name other than that of the undersigned registered or beneficial owner (each such transaction being a “transfer”), that such transfer complies with the restrictive legend set forth on the face of the Surrendered Securities for the reason checked below:

¨ A transfer of the Surrendered Securities is made to CSG Systems International, Inc. or any of its subsidiaries; or

¨ The transfer of the Surrendered Securities is to a qualified institutional buyer as defined and in all other respects in compliance with Rule 144A under the Securities Act; or

¨ The transfer of the Surrendered Securities is to an institutional accredited investor within the meaning of and all other respects in compliance with Rule 501(a)(1), (2), (3) or (7) of Regulation D under the Securities Act; or

¨ The transfer of the Surrendered Securities is pursuant to a registration statement that has been declared effective under the Securities Act and which continues to be effective at the time of such transfer; or

¨ The transfer of the Surrendered Securities is pursuant to an exemption from the registration provided by Rule 144 under of the Securities Act;

and unless the box below is checked, the undersigned confirms that, to the undersigned’s knowledge, such Securities are not being transferred to an “affiliate” of CSG Systems International, Inc. as defined in Rule 144 under the Securities Act (an “Affiliate”).

¨ The transferee is an Affiliate of the Company.

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DATE:
	Signature(s)
	(If the registered owner is a corporation, partnership or fiduciary, the title of the person signing on behalf of such registered owner must be stated.)

Signature Guarantee:

Signature must be guaranteed by a participant in a recognized signature guaranty medallion program or other signature guarantor acceptable to the Trustee

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EXHIBIT D

FORM OF

HOLDER OPTIONAL REPURCHASE NOTICE

TO: DEUTSCHE BANK TRUST COMPANY AMERICAS, as Paying Agent

The undersigned registered owner of this Security hereby irrevocably acknowledges receipt of a notice from CSG Systems International, Inc. (the “Company”) regarding the right of holders to elect to require the Company to repurchase the Securities and requests and instructs the Company to repay the entire principal amount of this Security, or the portion thereof (which is $1,000 or an integral multiple thereof) below designated, in accordance with the terms of Section 7 of the Securities and the Indenture, at the price of 100% of such entire principal amount or portion thereof, together with accrued Interest to, but excluding, the Optional Repurchase Date, to the registered holder hereof; provided, that if the Optional Repurchase Date is on a date that is after an Interest Payment Record Date and on or prior to the corresponding Interest Payment Date, the Company shall pay such interest to the Holder of record on the corresponding Interest Payment Record Date and the Optional Repurchase Price shall only be 100% of the principal amount or portion thereof of those Securities to be repurchased. Capitalized terms used herein but not defined shall have the meanings ascribed to such terms in the Indenture. The Securities shall be repurchased by the Company as of the Optional Repurchase Date pursuant to the terms and conditions specified in the Indenture.

Dated:                             

Signature(s)

NOTICE: The above signatures of the holder(s) hereof must correspond with the name as written upon the face of the Debenture in every particular without alteration or enlargement or any change whatever.

Security Certificate Number (if applicable):

Principal amount to be repurchased (if less than all):

Social Security or Other Taxpayer Identification Number:

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EXHIBIT E

FORM OF CHANGE IN CONTROL REPURCHASE NOTICE

TO: DEUTSCHE BANK TRUST COMPANY AMERICAS, as Paying Agent

The undersigned registered owner of this Security hereby irrevocably acknowledges receipt of a notice from CSG Systems International, Inc. (the “Company”) as to the occurrence of a Change in Control with respect to the Company and requests and instructs the Company to repurchase the entire principal amount of this Security, or the portion thereof (which is $1,000 or a multiple thereof) below designated, in accordance with the terms of Section 7 of the Security and the Indenture referred to in this Security at the price of 100% of such entire principal amount or portion thereof, together with accrued Interest to, but excluding, the Change in Control Repurchase Date, to the registered holder hereof; provided, that if the Change in Control Repurchase Date is on a date that is after an Interest Payment Record Date and on or prior to the corresponding Interest Payment Date, the Company shall pay such interest to the Holder of record on the corresponding Interest Payment Record Date and the Change in Control Repurchase Price shall only be 100% of the principal amount or portion thereof of those Securities to be repurchased. Capitalized terms used herein but not defined shall have the meanings ascribed to such terms in the Indenture.

Dated:                             

Signature(s)

NOTICE: The above signatures of the holder(s) hereof must correspond with the name as written upon the face of the Security in every particular without alteration or enlargement or any change whatever.

Security Certificate Number (if applicable):

Principal amount to be repurchased (if less than all):

Social Security or Other Taxpayer Identification Number:

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EX-4.2

Exhibit 4.2

EXECUTION COPY

REGISTRATION RIGHTS AGREEMENT

BETWEEN

CSG SYSTEMS INTERNATIONAL, INC.

AND

LEHMAN BROTHERS INC.,

AS REPRESENTATIVE OF THE INITIAL PURCHASERS

DATED AS OF JUNE 2, 2004

TABLE OF CONTENTS

		Page
1.	Definitions	1
2.	Shelf Registration	4
3.	Additional Amounts	5
4.	Registration Procedures	6
5.	Registration Expenses	13
6.	Indemnification and Contribution	13
7.	Underwritten Offerings	18
8.	Miscellaneous	18

REGISTRATION RIGHTS AGREEMENT, dated as of June 2, 2004, between CSG Systems International, Inc., a Delaware corporation (together with any successor entity, herein referred to as the “Company”), and Lehman Brothers Inc, as representative of the Initial Purchasers.

Pursuant to the Purchase Agreement, dated June 2, 2004, among the Company and the Initial Purchasers (the “Purchase Agreement”), the Initial Purchasers have agreed to purchase from the Company $200,000,000 (up to $30,000,000 if the Initial Purchasers exercise in full their option to purchase additional CODES, as set forth in the Purchase Agreement) aggregate principal amount of 2.5% Senior Subordinated Convertible Contingent Debt Securities due 2024 (the “CODES”). The CODES will be convertible, at the election of the Company, into cash or any combination of cash and fully paid, nonassessable common stock, par value $0.01 per share, of the Company (the “Common Stock”), on the terms, and subject to the conditions, set forth in the Indenture (as defined herein). To induce the Initial Purchasers to purchase the CODES, the Company has agreed to provide the registration rights set forth in this Agreement pursuant to the Purchase Agreement.

The parties hereby agree as follows:

1. Definitions. As used in this Agreement, the following capitalized terms shall have the following meanings:

Additional Amounts: As defined in Section 3(a) of this Agreement.

Additional Amounts Payment Date: Each June 15 and December 15.

Affiliate: As such term is defined in Rule 405 under the Securities Act.

Agreement: This Registration Rights Agreement, as amended, modified or otherwise supplemented from time to time in accordance with the terms hereof.

Blue Sky Application: As defined in Section 6(a)(i) of this Agreement.

Business Day: A day other than a Saturday, a Sunday or a day on which banking institutions in The City of New York are authorized or required by law, regulation or executive order to close.

Closing Date: The date of this Agreement.

CODES: As defined in the preamble of this Agreement.

Commission: Securities and Exchange Commission.

Common Stock: As defined in the preamble of this Agreement.

Company: As defined in the preamble of this Agreement.

Effectiveness Period: As defined in Section 2(a)(iii) of this Agreement.

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Effectiveness Target Date: As defined in Section 2(a)(ii) of this Agreement.

Exchange Act: Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission thereunder.

Holder: Any Person (including the Initial Purchasers) who owns from time to time, beneficially or otherwise, Transfer Restricted Securities.

Indemnified Holder: As defined in Section 6(a) of this Agreement.

Indenture: The Indenture, dated as of June 2, 2004, between the Company and Deutsche Bank Trust Company Americas, as trustee (the “Trustee”), pursuant to which the CODES are to be issued, as such Indenture is amended, modified or supplemented from time to time in accordance with the terms thereof.

Initial Purchasers: As identified on Schedule 1 of the Purchase Agreement.

Interest Payment Date: Each June 15 and December 15 of each year, commencing December 15, 2004.

Majority of Holders: Holders holding more than 50% of the aggregate principal amount at maturity of CODES outstanding; provided, that for purpose of this definition, a holder of shares of Common Stock which constitute Transfer Restricted Securities when issued upon conversion of the CODES shall be deemed to hold an aggregate principal amount at maturity of CODES (in addition to the principal amount at maturity of CODES held by such holder) equal to (x) the number of such shares of Common Stock received upon conversion of the CODES and then held by such holder multiplied by (y) the prevailing Conversion Price, such prevailing Conversion Price as defined in and determined in accordance with the Indenture.

NASD: National Association of Securities Dealers, Inc.

Notice Holder: As defined in Section 2(a)(i) of this Agreement.

Person: An individual, partnership, corporation, unincorporated organization, limited liability company, trust, joint venture or a government or agency or political subdivision thereof.

Prospectus: The prospectus included in a Shelf Registration Statement, as amended or supplemented by any prospectus supplement and by all other amendments thereto, including post-effective amendments, and all material incorporated by reference into such Prospectus.

Purchase Agreement: As defined in the preamble of this Agreement.

Questionnaire: As defined in Section 2(b) of this Agreement.

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Record Holder: With respect to any Additional Amounts Payment Date, each Person who is a Holder on the record date with respect to the Interest Payment Date on which such Additional Amounts Payment Date shall occur.

Registration Default: As defined in Section 3(a) of this Agreement.

Securities Act: Securities Act of 1933, as amended, and the rules and regulations of the Commission thereunder.

Shelf Filing Deadline: As defined in Section 2(a)(i) of this Agreement.

Shelf Registration Statement: As defined in Section 2(a)(i) of this Agreement.

Suspension Period: As defined in Section 4(b)(i) of this Agreement.

TIA: Trust Indenture Act of 1939, as amended, and the rules and regulations of the Commission thereunder, in each case, as in effect on the date the Indenture is qualified under the TIA.

Transfer Restricted Securities: Each CODES and each share of Common Stock issued upon conversion of CODES (if the Company elects to issue Common Stock upon a conversion pursuant to the Indenture) until the earliest of:

(i) the date on which such CODES or such share of Common Stock issued upon conversion thereof has been effectively registered under the Securities Act and sold or otherwise transferred in accordance with the Shelf Registration Statement;

(ii) the date on which such CODES or such share of Common Stock issued upon conversion thereof is transferred in compliance with Rule 144 under the Securities Act or may be sold or transferred by a person who is not an Affiliate of the Company pursuant to Rule 144 under the Securities Act (or any other similar provision then in force) without any volume or manner of sale restrictions thereunder; or

(iii) the date on which such CODES or such share of Common Stock issued upon conversion ceases to be outstanding (whether as a result of redemption, repurchase and cancellation, conversion or otherwise); provided, that any CODES and any Common Stock issued upon conversion of such CODES that is redeemed or repurchased by the Company shall not be deemed Transfer Restricted Securities for purposes of this Agreement upon resale by the Company.

Underwriter: The managing underwriter in an Underwritten Registration or Underwritten Offering.

Underwritten Registration or Underwritten Offering: A registration in which CODES or shares of our Common Stock issued upon conversion of CODES are sold by a Majority of Holders to an Underwriter for reoffering to the public.

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2. Shelf Registration.

(a) The Company shall:

(i) not later than 90 days after the date hereof (the “Shelf Filing Deadline”), cause to be filed a registration statement on any appropriate form under the Securities Act pursuant to Rule 415 under the Securities Act (together with any amendments thereto, and including any documents incorporated by reference therein, the “Shelf Registration Statement”), which Shelf Registration Statement shall provide for resales from time to time of all Transfer Restricted Securities held by Holders that have provided the information required pursuant to the terms of Section 2(b) hereof (each such holder a “Notice Holder”);

(ii) use its reasonable best efforts to cause the Shelf Registration Statement to be declared effective by the Commission as promptly as is practicable, but in no event later than 180 days after the date hereof (the “Effectiveness Target Date”); and

(iii) use its reasonable best efforts to keep the Shelf Registration Statement continuously effective, supplemented and amended as required by the provisions of Section 4(b) hereof to the extent necessary to ensure that (A) it is available for resales by the Notice Holders of Transfer Restricted Securities entitled to the benefit of this Agreement and (B) it conforms with the requirements of this Agreement and the Securities Act for a period (the “Effectiveness Period”) following the effectiveness of the Shelf Registration Statement until the earlier of:

(1) two years following the last date of original issuance of any of the CODES; or

(2) such period that will terminate upon the earliest of when (x) all of the Holders of Transfer Restricted Securities are able to sell all Transfer Restricted Securities immediately without restriction pursuant to Rule 144(k) under the Securities Act or any successor rule thereto, (y) all Transfer Restricted Securities have ceased to be outstanding (whether as a result of redemption, repurchase and cancellation, conversion or otherwise) and (z) all Transfer Restricted Securities are registered under the Shelf Registration Statement and have been transferred pursuant to such Shelf Registration Statement or Rule 144 under the Securities Act or any other successor provision.

(b) To have its Transfer Restricted Securities included in the Shelf Registration Statement pursuant to this Agreement, each Holder shall complete the Selling Securityholder Notice and Questionnaire, the form of which is contained in Annex A to the Offering Memorandum relating to the CODES (the “Questionnaire”). The Company shall mail the Questionnaire to all Holders of Transfer Restricted Securities at least 20 Business Days (but not more than 40 Business Days) prior to the time the Company intends in good faith to have the

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Shelf Registration Statement declared effective by the Commission. In order to have its Transfer Restricted Securities included in the Shelf Registration Statement, a Holder must complete and return the Questionnaire within 20 Business Days of the date of the Questionnaire. Upon receipt of a written request for additional information from the Company, each Holder who intends to be named as a selling securityholder in the Shelf Registration Statement shall furnish to the Company in writing, within 20 Business Days after such Holder’s receipt of such request, such additional information regarding such Holder and the proposed distribution by such Holder of its Transfer Restricted Securities, in connection with the Shelf Registration Statement or Prospectus or Preliminary Prospectus included therein and in any application to be filed with or under state securities law, as the Company may reasonably request. In connection with all such requests for information from Holders of Transfer Restricted Securities, the Company shall notify such Holders of the requirements set forth in this paragraph regarding their obligation to provide the information requested pursuant to this Section. Holders who have not delivered a Questionnaire prior to the effectiveness of the Shelf Registration Statement will not have their Transfer Restricted Securities included in the Shelf Registration Statement, but may receive a Questionnaire from the Company upon request. Upon receipt of such a completed Questionnaire from a Holder following the effectiveness of the Shelf Registration Statement, the Company shall, as promptly as reasonably practicable, and in any event within 20 Business Days after the date of such receipt, file with the Commission such pre-effective or post-effective amendments to the Shelf Registration Statement or supplements to a related Prospectus as are necessary to permit such Holder to be named as a selling securityholder in such Prospectus and to transfer its Transfer Restricted Securities pursuant to the Shelf Registration Statement; provided, however, that the Company shall not be obligated to file more than one such amendment or supplement for all such Holders during one fiscal quarter. Each Holder as to which the Shelf Registration Statement is being effected agrees to furnish promptly to the Company all information required to be disclosed in order to make information previously furnished to the Company by such Holder not materially misleading. Each Notice Holder shall notify the Company not later than three Business Days prior to any proposed sale by such Holder pursuant to the Shelf Registration Statement, which notice shall be effective for five Business Days.

3. Additional Amounts.

(a) If:

(i) the Shelf Registration Statement is not filed with the Commission prior to or on the Shelf Filing Deadline;

(ii) the Shelf Registration Statement has not been declared effective by the Commission prior to or on the Effectiveness Target Date;

(iii) except as provided in Section 4(b)(i) hereof, if at any time during the Effectiveness Period the Shelf Registration Statement shall cease to be effective or fail to be usable for its intended purpose without being succeeded within ten Business Days by a post-effective amendment to the Shelf Registration Statement, a supplement to the Prospectus or a report filed with the Commission pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act that cures such failure and, in the case of a post-effective amendment, is itself declared effective

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within such ten-Business-Day period (provided, however, that such ten-Business-Day period will be tolled by any Suspension Period); or

(iv) prior to or on the 60^th or 75^th day, as the case may be, of any Suspension Period, such suspension has not been terminated or such Suspension Period exceeds an aggregate of 90 days in any 360-day period,

(each such event referred to in foregoing clauses (i) through (iv), a “Registration Default”), the Company hereby agrees to pay additional amounts (“Additional Amounts”) with respect to the Transfer Restricted Securities from and including the day following the Registration Default to, but excluding the day on which the Registration Default has been cured or, if earlier, the day on which such Transfer Restricted Securities cease to be Transfer Restricted Securities, accruing to each Holder of CODES at a rate equal to, (x) with respect to the first 90-day period during which a Registration Default shall have occurred and be continuing, 0.25% per annum of the principal amount of the CODES, and (y) with respect to the period commencing on the 91^st day following the day the Registration Default shall have occurred and be continuing, 0.50% per annum of the principal amount of the CODES; provided, that in no event shall Additional Amounts accrue at a rate per year exceeding 0.50% of the principal amount of the CODES as a result of a Registration Default. No Additional Amounts shall be paid to any Holder of shares of Common Stock issued upon conversion of CODES, or in respect of cash paid in lieu of Common Stock upon conversion of the CODES.

(b) All accrued Additional Amounts shall be paid in arrears to Record Holders by the Company on each Additional Amounts Payment Date in the same manner as payments of interest to such Record Holder pursuant to the terms of the Indenture. Additional Amounts will be calculated on the basis of a 360-day year consisting of twelve 30-day months. Following the cure of all Registration Defaults relating to any particular CODES or share of Common Stock, the accrual of Additional Amounts with respect to such CODES or share of Common Stock will cease. The Company agrees to deliver all notices, certificates and other documents contemplated by the Indenture in connection with the payment of Additional Amounts.

All obligations of the Company set forth in this Section 3 that are outstanding with respect to any Transfer Restricted Security at the time such security ceases to be a Transfer Restricted Security shall survive until such time as all such obligations with respect to such Transfer Restricted Security shall have been satisfied in full.

The Additional Amounts set forth above shall be the exclusive monetary remedy available to the Holders of Transfer Restricted Securities for such Registration Default.

4. Registration Procedures.

(a) In connection with the Shelf Registration Statement, the Company shall comply with all the provisions of Section 4(b) hereof and shall use its reasonable best efforts to effect such registration to permit the sale of the Transfer Restricted Securities being sold in accordance with the intended method or methods of distribution thereof, and pursuant thereto; provided, however, that no Holder shall be entitled to be named in the Shelf Registration

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Statement as of the date it is declared effective, or to the Prospectus forming part thereof, for offers and sales of the Transfer Restricted Securities unless such Holder is a Notice Holder.

(b) In connection with the Shelf Registration Statement and any Prospectus required by this Agreement to permit the sale or resale of Transfer Restricted Securities, the Company shall:

(i) Use its reasonable best efforts to keep the Shelf Registration Statement continuously effective during the Effectiveness Period; upon the occurrence of any event or the existence of any fact that would cause the Shelf Registration Statement or the Prospectus contained therein, in either case including any document incorporated by reference therein, (A) to contain a material misstatement or omission or (B) not be effective and usable for resale of Transfer Restricted Securities during the Effectiveness Period, the Company shall file promptly an appropriate amendment to the Shelf Registration Statement, a supplement to the Prospectus or a report filed with the Commission pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act, in the case of clause (A), correcting any such misstatement or omission, and, in the case of either clause (A) or (B), use its reasonable best efforts to cause such amendment to be declared effective and the Shelf Registration Statement and the related Prospectus to become usable for their intended purposes as soon as practicable thereafter but in no event later than ten Business Days following the filing thereof. Notwithstanding the foregoing, the Company need not comply with this clause (i) or the Company may suspend the Notice Holders’ use of the Prospectus by written notice to the Notice Holders for a period not to exceed an aggregate of 60 days in any 90-day period (each such period, a “Suspension Period”) if:

(x) an event occurs and is continuing as a result of which the Shelf Registration Statement would, in the Company’s reasonable judgment, contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading and the Company reasonably determines in good faith that the disclosure of such material non-public information at such time would have a material adverse effect on the business of the Company and its subsidiaries, taken as a whole; or

(y) the Commission has notified the Company of their intention to review the Company’s public filings or have comments on any of the Company’s public filings

provided, that in the event the disclosure relates to a previously undisclosed proposed or pending material business transaction, the disclosure of which would impede the Company’s ability to consummate such transaction, the Company may extend a Suspension Period from 60 days to 75 days; provided further, however, that Suspension Periods shall not in any event exceed an aggregate of 90 days in any 360-day period.

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(ii) Cause the Prospectus to be supplemented by any required prospectus supplement, and as so supplemented to be filed pursuant to Rule 424 under the Securities Act, and to comply fully with the applicable provisions of Rules 424 and 430A under the Securities Act in a timely manner; and comply with the provisions of the Securities Act with respect to the disposition of all securities covered by the Shelf Registration Statement during the applicable period in accordance with the intended method or methods of distribution by the sellers thereof set forth in the Shelf Registration Statement or supplement to the Prospectus.

(iii) Advise the Underwriter(s), if any, and selling Notice Holders promptly (but in any event within two Business Days) and, if requested by such Persons, to confirm such advice in writing:

(A) when the Shelf Registration Statement, Prospectus or any Prospectus supplement or post-effective amendment has been filed, and, with respect to the Shelf Registration Statement or any post-effective amendment thereto, when the same has become effective;

(B) of any request by the Commission for amendments to the Shelf Registration Statement or amendments or supplements to the Prospectus or for additional information relating thereto;

(C) of the issuance by the Commission of any stop order suspending the effectiveness of the Shelf Registration Statement under the Securities Act or of the suspension by any state securities commission of the qualification of the Transfer Restricted Securities for offering or sale in any jurisdiction, or the initiation of any proceeding for any of the preceding purposes; or

(D) of the existence of any fact or the happening of any event, during the Effectiveness Period, that makes any statement of a material fact made in the Shelf Registration Statement, the Prospectus, any amendment or supplement thereto, or any document incorporated by reference therein untrue, or that requires the making of any additions to or changes in the Shelf Registration Statement in order to make the statements therein not misleading or that requires the making of any additions to or changes in the Prospectus in order to make the statements in the Prospectus in light of the circumstances under which they were made not misleading.

If at any time the Commission shall issue any stop order suspending the effectiveness of the Shelf Registration Statement or any state securities commission or other regulatory authority shall issue an order suspending the qualification or exemption from qualification of the Transfer Restricted Securities under state securities or blue sky laws, the Company shall use its reasonable best efforts to obtain the withdrawal or lifting of such order at the earliest possible

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time (provided, however, that the Company will have no such obligation during any Suspension Period) and will provide to the Initial Purchasers and each Notice Holder who is named in the Shelf Registration Statement prompt notice of the withdrawal of any such order.

(iv) Furnish to the Initial Purchasers and counsel for the Initial Purchasers, within a reasonable period of time, but in any event within three Business Days, before filing with the Commission to afford the Initial Purchasers and their counsel a reasonable opportunity to review a copy of the Shelf Registration Statement and copies of any Prospectus included therein or any amendments or supplements to the Shelf Registration Statement or Prospectus, as applicable (other than documents incorporated by reference after the initial filing of the Shelf Registration Statement), and shall reflect in each such document, when so filed with the Commission, such comments as the Initial Purchasers may reasonably propose, except to the extent the Company reasonably determines, on the advice of counsel, it to be inadvisable or inappropriate to reflect such comments therein, and (ii) include information regarding the Notice Holders and the methods of distribution they have elected for their Transfer Restricted Securities provided to the Company in Notice and Questionnaires as necessary to permit such distribution by the methods specified therein. Each Notice Holder who sells, transfers or disposes of Transfer Restricted Securities pursuant to the Shelf Registration Statement shall, as a condition to the obligations of the Company hereunder, do so only in accordance with the terms of this Agreement, the methods of distribution elected by such Notice Holder, the Securities Act and the Exchange Act.

(v) If reasonably requested in writing in connection with any disposition of Transfer Restricted Securities pursuant to a Shelf Registration Statement, make available at reasonable times for inspection by a representative for the selling Notice Holders, any Underwriter participating in any distribution pursuant to the Shelf Registration Statement and any attorney or accountant retained by the selling Notice Holders, all relevant financial and other records, pertinent corporate documents and properties of the Company as shall be reasonably necessary to enable them to exercise any applicable due diligence responsibilities, and cause the Company’s appropriate executive officers, directors, and designated employees to make reasonably available all information reasonably requested by the representative for the Notice Holders, Underwriter, attorney or accountant in connection with the Shelf Registration Statement after the filing thereof and before its effectiveness; provided, however, that any information designated by the Company as confidential at the time of delivery of such information shall be kept confidential by the recipient thereof.

(vi) The Company shall, if reasonably requested, promptly incorporate in a Prospectus supplement or post-effective amendment to a Shelf Registration Statement (1) such information as the Majority Holders provide and (2) such information as a Notice Holder may provide from time to time to the Company in writing for inclusion in a Prospectus or any Shelf Registration Statement

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concerning such Notice Holder and the distribution of such Holder’s Transfer Restricted Securities and, in either case, shall make all required filings of such Prospectus supplement or post-effective amendment promptly after being notified in writing of the matters to be incorporated in such Prospectus supplement or post-effective amendment; provided that the Company shall not be required to take any action under this Section 4(b)(vi) that is not, in the reasonable opinion of counsel for the Company, in compliance with applicable law.

(vii) Furnish to each selling Notice Holder and each of the Underwriter(s), if any, without charge, at least one copy of the Shelf Registration Statement, as first filed with the Commission, and of each amendment thereto (excluding all documents incorporated by reference or deemed to be incorporated therein and all exhibits thereto (unless requested by such Notice Holder)).

(viii) Deliver to each selling Notice Holder and each of the Underwriter(s), if any, without charge, as many copies of the Prospectus (including each preliminary prospectus) and any amendment or supplement thereto as such Persons reasonably may request; subject to any notice by the Company in accordance with this Section 4(b) of the existence of any fact or event of the kind described in Section 4(b)(iii)(D), the Company hereby consents to the use of the Prospectus and any amendment or supplement thereto by each of the selling Holders and each of the Underwriter(s), if any, in connection with the offering and the sale of the Transfer Restricted Securities covered by the Prospectus or any amendment or supplement thereto.

(ix) In the case of an Underwritten Offering, the Company shall:

(A) upon request, furnish to each selling Notice Holder and each Underwriter, if any, in such substance and scope as they may reasonably request and as are customarily made by issuers to underwriters in secondary underwritten offerings for selling security holders, upon the date of closing of any sale of Transfer Restricted Securities in an Underwritten Registration:

(1) a certificate, dated the date of such closing, signed by the chief executive officer or chief financial officer of the Company confirming, as of the date thereof, matters of the type set forth in Section 5(h) of the Purchase Agreement and such other matters as such parties may reasonably request;

(2) opinions, each dated the date of such closing, of counsel to the Company covering such of the matters as are customarily covered in legal opinions to underwriters in connection with underwritten offerings of securities; and

(3) customary comfort letters, dated the date of such closing, from the Company’s independent accountants in the customary form and

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covering matters of the type customarily covered in comfort letters to underwriters in connection with underwritten offerings of securities;

(B) set forth in full in the underwriting agreement, if any, indemnification provisions and procedures which provide rights no less protective than those set forth in Section 6 hereof with respect to all parties to be indemnified; and

(C) deliver such other documents and certificates as may be reasonably requested by such parties to evidence compliance with clause (A) above and with any customary conditions contained in the underwriting agreement or other agreement entered into by the selling Notice Holders pursuant to this clause (ix).

(x) Before any public offering of Transfer Restricted Securities, cooperate with the selling Notice Holders, the Underwriter(s), if any, and their respective counsel in connection with the registration and qualification of the Transfer Restricted Securities under the securities or blue sky laws of such jurisdictions in the United States as the selling Holders or Underwriter(s), if any, may reasonably request and do any and all other acts or things necessary or advisable to enable the disposition in such jurisdictions of the Transfer Restricted Securities covered by the Shelf Registration Statement; provided, that the Company will not be required to qualify to do business in any jurisdiction where it is not then so qualified or to take any action which would subject it to general service of process or to taxation in any such jurisdiction where it is not then so subject.

(xi) Cooperate with the selling Notice Holders and the Underwriter(s), if any, to facilitate the timely preparation and delivery of certificates representing Transfer Restricted Securities to be sold and not bearing any restrictive legends (unless required by applicable securities laws); and enable such Transfer Restricted Securities to be in such denominations and registered in such names as the selling Notice Holders or the Underwriter(s), if any, may request at least two Business Days before any sale of Transfer Restricted Securities made by such Underwriter(s).

(xii) Use its reasonable best efforts to cause the Transfer Restricted Securities covered by the Shelf Registration Statement to be registered with or approved by such other U.S. governmental agencies or authorities as may be necessary to enable the seller or sellers thereof or the Underwriter(s), if any, to consummate the disposition of such Transfer Restricted Securities.

(xiii) Provide CUSIP numbers for all Transfer Restricted Securities not later than the effective date of the Shelf Registration Statement and provide the Trustee under the Indenture with certificates for the CODES that are in a form eligible for deposit with The Depository Trust Company.

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(xiv) Cooperate and assist in any filings required to be made with the NASD and in the performance of any due diligence investigation by any Underwriter that is required to be retained in accordance with the rules and regulations of the NASD.

(xv) Otherwise use its reasonable best efforts to comply with all applicable rules and regulations of the Commission and all reporting requirements under the Exchange Act.

(xvi) Cause the Indenture to be qualified under the TIA not later than the effective date of the Shelf Registration Statement required by this Agreement, and, in connection therewith, cooperate with the Trustee and the holders of CODES to effect such changes to the Indenture as may be required for such Indenture to be so qualified in accordance with the terms of the TIA; and execute and use its reasonable best efforts to cause the Trustee thereunder to execute all documents that may be required to effect such changes and all other forms and documents required to be filed with the Commission to enable such Indenture to be so qualified in a timely manner.

(xvii) Cause all shares of Common Stock covered by the Shelf Registration Statement to be listed or quoted, as the case may be, on each securities exchange or automated quotation system on which Common Stock is listed or quoted, or if no Common Stock is listed or quoted, on each securities exchange or automated quotation system on which similar securities issued by the Company are then listed or quoted.

(c) Each Holder agrees by acquisition of a Transfer Restricted Security that, upon receipt of any notice from the Company of the existence of any fact of the kind described in Section 4(b)(iii)(C) or (D) hereof, such Holder will, and will use its reasonable best efforts to cause any Underwriter(s) in an Underwritten Offering to, forthwith discontinue disposition of Transfer Restricted Securities pursuant to the Shelf Registration Statement until:

(i) such Holder has received copies of the supplemented or amended Prospectus contemplated by Section 4(b)(i) and 4(b)(viii) hereof; or

(ii) such Holder is advised in writing by the Company that the use of the Prospectus may be resumed, and has received copies of any additional or supplemental filings that are incorporated by reference in the Prospectus.

If so directed by the Company, each Holder will deliver to the Company (at the Company’s expense) all copies, other than permanent file copies then in such Holder’s possession, of the Prospectus covering such Transfer Restricted Securities that was current at the time of receipt of such notice of suspension.

(d) Each Notice Holder shall promptly notify the Company of any inaccuracies or changes in the information provided in such Notice Holder’s Notice and

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Questionnaire that may occur subsequent to the date thereof at any time while the Shelf Registration Statement remains effective.

5. Registration Expenses. All expenses incident to the Company’s performance of or compliance with this Agreement shall be borne by the Company regardless of whether a Shelf Registration Statement becomes effective, including, without limitation:

(i) all registration and filing fees and expenses (including filings made by any Initial Purchaser or Holders with the NASD);

(ii) all fees and expenses of compliance with federal securities and state blue sky or securities laws;

(iii) all expenses of printing (including printing of Prospectuses and certificates for the Common Stock to be issued upon conversion of the CODES) and the Company’s expenses for messenger and delivery services and telephone;

(iv) all fees and disbursements of counsel to the Company and, subject to Section 5(b) below, the Holders of Transfer Restricted Securities;

(v) all application and filing fees in connection with listing (or authorizing for quotation) the Common Stock on a national securities exchange or automated quotation system pursuant to the requirements hereof; and

(vi) all fees and disbursements of independent certified public accountants of the Company (including the expenses of any special audit and comfort letters required by or incident to such performance).

The Company shall bear its internal expenses (including, without limitation, all salaries and expenses of its officers and employees performing legal, accounting or other duties), the expenses of any annual audit and the fees and expenses of any Person, including special experts, retained by the Company. Notwithstanding the provisions of this Section 5, each Holder shall bear the expense of any broker’s commission, agency fee and underwriter’s discount or commission (including without limitation, the expenses related to the engagement of a “qualified independent underwriter”), if any, relating to the sale or disposition of such Holder’s Transfer Restricted Securities pursuant to a Shelf Registration Statement

(b) In connection with the Shelf Registration Statement required by this Agreement, including any amendment or supplement thereto, the Company shall reimburse the Initial Purchasers and the Holders of Transfer Restricted Securities being registered pursuant to the Shelf Registration Statement, as applicable, for the reasonable fees and disbursements of not more than one counsel, which shall be chosen by a Majority of Holders for whose benefit the Shelf Registration Statement is being prepared.

6. Indemnification and Contribution.

(a) The Company shall indemnify and hold harmless each Holder, such Holder’s officers, directors, partners and employees and each person, if any, who controls such

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Holder within the meaning of Section 15 of the Securities Act (each, an “Indemnified Holder”), from and against any loss, claim, damage or liability, joint or several, or any action in respect thereof (including, but not limited to, any loss, claim, damage, liability or action relating to resales of the Transfer Restricted Securities), to which such Indemnified Holder may become subject, under the Act or otherwise, insofar as any such loss, claim, damage, liability or action arises out of, or is based upon:

(i) any untrue statement or alleged untrue statement of a material fact contained in (A) the Shelf Registration Statement or Prospectus or any amendment or supplement thereto, or (B) any written materials or information provided to investors including any roadshow or investor presentations made to investors by the Company (whether in person or electronically) that are expressly approved by the Company for use in connection with the marketing of the offering of the Transfer Restricted Securities (“Marketing Materials”);

(ii) the omission or alleged omission to state therein any material fact necessary to make the statements therein (in the case of the Prospectus, in the light of the circumstances under which they were made) not misleading; or

(iii) any act or failure to act or any alleged act or failure to act by any Indemnified Holder in connection with, or relating in any manner to, the CODES or the offering contemplated hereby, and which is included as part of or referred to in any loss, claim, damage, liability or action arising out of or based upon matters covered by clause (i) or (ii) above (provided that the Company shall not be liable under this clause (iii) to the extent that it is determined in a final judgment by a court of competent jurisdiction that such loss, claim, damage, liability or action resulted directly from any such acts or failure to act undertaken or omitted to be taken by the Indemnified Holder through its gross negligence or willful misconduct),

and shall reimburse each Indemnified Holder promptly upon demand for any legal or other expenses reasonably incurred by such Indemnified Holder in connection with investigating or defending or preparing to defend against any such loss, claim, damage, liability or action as such expenses are incurred; provided, however, that the Company shall not be liable in any such case to the extent that any such loss, claim, damage, liability or action arises out of, or is based upon, any untrue statement or alleged untrue statement or omission or alleged omission made in the Shelf Registration Statement or Prospectus or amendment or supplement thereto or in any Marketing Materials in reliance upon and in conformity with written information furnished to the Company by or on behalf of such Indemnified Holder specifically for inclusion therein; provided, further, that as to any Shelf Registration Statement, Prospectus or any amendment or supplement thereto, this indemnity agreement shall not inure to the benefit of any Indemnified Holder on account of any loss, claim, damage, liability or action arising from the sale of Transfer Restricted Securities to any person by that Indemnified Holder if that Indemnified Holder failed to send or give a copy of the Prospectus or any amendment or supplement thereto, to that person, and the untrue statement or alleged untrue statement of a material fact or omission or alleged omission to state a material fact in such Prospectus or any amendment or supplement thereto was corrected in the Prospectus or any amendment or supplement thereto, unless such failure resulted from non-compliance by the Company with Section 4(b)(viii). The foregoing indemnity

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agreement is in addition to any liability which the Company may otherwise have to any Indemnified Holder.

(b) Each Holder, severally and not jointly, shall indemnify and hold harmless the Company, its officers, directors and employees and each person, if any, who controls the Company within the meaning of Section 15 of the Securities Act, from and against any loss, claim, damage or liability, joint or several, or any action in respect thereof, to which the Company or any such director, officer, employee or controlling person may become subject, insofar as any such loss, claim, damage or liability or action arises out of, or is based upon:

(i) any untrue statement or alleged untrue statement of any material fact contained in the Shelf Registration Statement or Prospectus or any amendment or supplement thereto, Marketing Materials; or

(ii) the omission or the alleged omission to state therein (in the case of the Prospectus, in the light of the circumstances under which they were made) any material fact necessary to make the statements therein not misleading,

but in each case only to the extent that such untrue statement or alleged untrue statement or omission or alleged omission was made in reliance upon and in conformity with written information furnished to the Company by or on behalf of such Holder (or its related Indemnified Holder) specifically for use therein, and shall reimburse the Company and any such officer, director, employee or controlling person promptly upon demand for any legal or other expenses reasonably incurred by the Company or any such director, officer, employee or controlling person in connection with investigating or defending or preparing to defend against any such loss, claim, damage, liability or action as such expenses are incurred. The foregoing indemnity agreement is in addition to any liability which any Holder may otherwise have to the Company and any such director, officer or controlling person. In no event shall the liability of any selling Holder of Transfer Restricted Securities hereunder be greater in amount than the dollar amount of the proceeds received by such Holder upon the sale of the Transfer Restricted Securities pursuant to the Shelf Registration Statement giving rise to such indemnification obligation.

(c) Promptly after receipt by an indemnified party under this Section 6 of notice of any claim or the commencement of any action, the indemnified party shall, if a claim in respect thereof is to be made against the indemnifying party under this Section 6, notify the indemnifying party in writing of the claim or the commencement of that action; provided, however, that the failure to notify the indemnifying party shall not relieve it from any liability which it may have under this Section 6 except to the extent it has been materially prejudiced (including, without limitation, the forfeiture of substantial rights and defenses) by such failure and, provided, further, that the failure to notify the indemnifying party shall not relieve it from any liability which it may have to an indemnified party otherwise than under this Section 6. If any such claim or action shall be brought against an indemnified party, and it shall notify the indemnifying party thereof, the indemnifying party shall be entitled to participate therein and, to the extent that it wishes, jointly with any other similarly notified indemnifying party, to assume the defense thereof with counsel reasonably satisfactory to the indemnified party. After notice from the indemnifying party to the indemnified party of its election to assume the defense of such claim or action, the indemnifying party shall not be liable to the indemnified party under

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this Section 6 for any legal or other expenses subsequently incurred by the indemnified party in connection with the defense thereof other than reasonable costs of investigation; provided, however, that a Majority of Holders shall have the right to employ separate counsel to represent jointly a Majority of Holders and their respective officers, directors, partners, employees and controlling persons who may be subject to liability arising out of any claim in respect of which indemnity may be sought by a Majority of Holders against the Company under this Section 6, if, in the reasonable judgment of the Majority of Holders, it is advisable for the Majority of Holders and those officers, employees and controlling persons to be jointly represented by separate counsel, due to actual or potential differing interests between them (it being understood that the indemnifying party shall not be liable for the fees and expenses of more than one separate counsel in each relevant jurisdiction), and in any such event the fees and expenses of such separate counsel shall be paid by the Company. No indemnifying party shall:

(i) without the prior written consent of the indemnified parties (which consent shall not be unreasonably withheld or delayed) settle or compromise or consent to the entry of any judgment with respect to any pending or threatened claim, action, suit or proceeding in respect of which indemnification or contribution may be sought hereunder (whether or not the indemnified parties are actual or potential parties to such claim or action) unless such settlement, compromise or consent includes an unconditional release of each indemnified party from all liability arising out of such claim, action, suit or proceeding and does not contain any statement as to or admission of fault, culpability or failure to act by or on behalf of any indemnified party; or

(ii) be liable for any settlement of any such action effected without its written consent (which consent shall not be unreasonably withheld or delayed), but if settled with a written consent from the indemnifying party or if there be a final judgment for the plaintiff in any such action, the indemnifying party agrees to indemnify and hold harmless any indemnified party from and against any loss or liability by reason of such settlement or judgment.

(d) If the indemnification provided for in this Section 6 shall for any reason be unavailable or insufficient to hold harmless an indemnified party under Section 6(a) or 6(b) in respect of any loss, claim, damage or liability, or action in respect thereof, referred to therein, each indemnifying party shall, in lieu of indemnifying such indemnified party, contribute to the amount paid or payable by such indemnified party as a result of such loss, claim, damage or liability, or action in respect thereof:

(i) in such proportion as shall be appropriate to reflect the relative benefits received by the Company from the offering and sale of the Transfer Restricted Securities on the one hand and a Holder with respect to the sale by such Holder of the Transfer Restricted Securities on the other; or

(ii) if the allocation provided by clause (6)(d)(i) is not permitted by applicable law, in such proportion as is appropriate to reflect not only the relative benefits referred to in clause 6(d)(i) but also the relative fault of the Company on the one hand and the Holders on the other with respect to the statements or omissions or alleged statements or

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alleged omissions that resulted in such loss, claim, damage or liability (or action in respect thereof), as well as any other relevant equitable considerations.

Notwithstanding the foregoing sentence, if at any time an indemnified party shall have requested an indemnifying party to reimburse the indemnified party for fees and expenses of counsel as contemplated in this Section 6, the indemnifying party agrees that it shall be liable for any settlement of any proceeding effected without its written consent if (i) such settlement is entered into more than 30 days after receipt by such indemnifying party of the aforesaid request and (ii) such indemnifying party shall not have reimbursed the indemnified party in accordance with such request prior to the date of such settlement.

The relative benefits received by the Company on the one hand and a Holder on the other with respect to such offering and such sale shall be deemed to be in the same proportion as the total net proceeds from the offering of the CODES purchased under the Purchase Agreement (before deducting expenses) received by the Company on the one hand, bear to the total proceeds received by such Holder with respect to its sale of Transfer Restricted Securities on the other. The relative fault shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or omission or alleged omission to state a material fact relates to information supplied by the Company or the Holders, the intent of the parties and their relative knowledge, access to information and opportunity to correct or prevent such statement or omission. The Company and each Holder agree that it would not be just and equitable if the amount of contribution pursuant to this Section 6(d) were determined by pro rata allocation or by any other method of allocation that does not take into account the equitable considerations referred to herein. The amount paid or payable by an indemnified party as a result of the loss, claim, damage or liability, or action in respect thereof, referred to above in this Section 6(d) shall be deemed to include, for purposes of this Section 6(d), any legal or other expenses reasonably incurred by such indemnified party in connection with investigating or defending any such action or claim. Notwithstanding the provisions of this Section 6(d), no Holder shall be required to contribute any amount in excess of the amount by which the total price at which the Transfer Restricted Securities purchased by it were resold exceeds the amount of any damages which such Holder has otherwise been required to pay by reason of such untrue or alleged untrue statement or omission or alleged omission. No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation. The Holders’ obligations to contribute as provided in this Section 6(d) are several and not joint.

(e) The remedies provided for in this Section 6 are not exclusive and shall not limit any rights or remedies which may otherwise be available to any indemnified party at law or in equity.

(f) The indemnity and contribution agreements contained in this Section 6 shall remain operative and in full force and effect regardless of (i) any termination of this Agreement, (ii) any investigation made by or on behalf of any Holder or any person controlling any Holder or by or on behalf of the Company, its officers, directors, employees or any other person controlling the Company and (iii) the sale by a Holder of Transfer Restricted Securities covered by a Shelf Registration Statement.

17

7. Underwritten Offerings.

(a) No Holder may participate in any Underwritten Offering hereunder unless such Holder:

(i) agrees to sell such Holder’s Transfer Restricted Securities on the basis provided in any underwriting arrangements approved by the Persons entitled hereunder to approve such arrangements; and

(ii) completes and executes all reasonable questionnaires, powers of attorney, indemnities, underwriting agreements, lock-up letters and other documents required under the terms of such underwriting arrangements.

(b) No Underwritten Offering may be undertaken without the express consent of the Company.

(c) Such Holders shall be responsible for all underwriting commissions and discounts in connection therewith and the fees and expenses set forth in Section 5 hereof.

8. Miscellaneous.

(a) Actions Affecting Transfer Restricted Securities. The Company shall not, directly or indirectly, take any action with respect to the Transfer Restricted Securities as a class that would adversely affect the ability of the Holders of Transfer Restricted Securities to include such Transfer Restricted Securities in a registration undertaken pursuant to this Agreement.

(b) No Inconsistent Agreements. The Company has not previously entered into any agreement (which has not expired or been terminated) granting any registration rights with respect to its securities to any Person which rights conflict with the provisions hereof.

(c) Amendments and Waivers. This Agreement may not be amended, modified or supplemented, and waivers or consents to or departures from the provisions hereof may not be given, unless the Company has obtained the written consent of a Majority of Holders or such greater percentage of the Holders as required by the Indenture.

(d) Notices. All notices and other communications provided for or permitted hereunder shall be made in writing by hand-delivery, first-class mail (registered or certified, return receipt requested), telex, facsimile transmission, or air courier guaranteeing overnight delivery:

(i) if to a Holder, at the address set forth on the records of the registrar under the Indenture or the transfer agent of the Common Stock, as the case may be; and

18

(ii) if to the Company:

     CGS Systems International, Inc.

     7887 E. Belleview, Suite 1000

     Englewood, CO 80111

     Attention: General Counsel

     Fax: (303) 804-4012

All such notices and communications shall be deemed to have been duly given: at the time delivered by hand, if personally delivered; when sent, if sent by first-class mail or telecopier.

(e) Successors and Assigns. This Agreement shall inure to the benefit of and be binding upon and enforceable by the successors and assigns of each of the parties, including without limitation and without the need for an express assignment, subsequent Holders of Transfer Restricted Securities; provided, however, that (i) this Agreement shall not inure to the benefit of or be binding upon a successor or assign of a Holder unless and to the extent such successor or assign acquired Transfer Restricted Securities from such Holder and (ii) nothing contained herein shall be deemed to permit any assignment, transfer or other disposition of Transfer Restricted Securities in violation of the terms of the Purchase Agreement or the Indenture. If any transferee of any Holder shall acquire Transfer Restricted Securities, in any manner, whether by operation of law or otherwise, such Transfer Restricted Securities shall be held subject to all of the terms of this Agreement, and by taking and holding such Transfer Restricted Securities such person shall be conclusively deemed to have agreed to be bound by and to perform all of the terms and provisions of this Agreement.

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

(g) Securities Held by the Company or Its Affiliates. Whenever the consent or approval of Holders of a specified percentage of Transfer Restricted Securities is required hereunder, Transfer Restricted Securities held by the Company or its Affiliates shall not be counted in determining whether such consent or approval was given by the Holders of such required percentage.

(h) Headings. The headings in this Agreement are for convenience of reference only and shall not limit or otherwise affect the meaning hereof.

(i) Governing Law. This Agreement shall be governed by, and construed in accordance with, the law of the State of New York.

(j) Severability. If any one or more of the provisions contained herein, or the application thereof in any circumstance, is held invalid, illegal or unenforceable, the validity, legality and enforceability of any such provision in every other respect and of the remaining provisions contained herein shall not be affected or impaired thereby.

19

(k) Entire Agreement. This Agreement is intended by the parties as a final expression of their agreement and intended to be a complete and exclusive statement of the agreement and understanding of the parties hereto in respect of the subject matter contained herein. There are no restrictions, promises, warranties or undertakings, other than those set forth or referred to herein with respect to the registration rights granted by the Company with respect to the Transfer Restricted Securities. This Agreement supersedes all prior agreements and understandings between the parties with respect to such subject matter.

20

IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first written above.

CSG SYSTEMS INTERNATIONAL, INC.
By	/s/ Peter E. Kalan
Name:	Peter E. Kalan
Title:	Executive Vice President and Chief Financial Officer
LEHMAN BROTHERS INC.
By	/s/ Arlene Salmonson
	Authorized Representative
For each of the other several Initial Purchasers named in Schedule 1 to the Purchase Agreement

21

EX-5.1

Exhibit 5.1

OPINION OF DAVIS POLK & WARDWELL

July 16, 2004

CSG Systems International, Inc.

7887 East Belleview, Suite 1000

Englewood, Colorado 80111

Ladies and Gentlemen:

CSG Systems International, Inc., a Delaware corporation (the “Company”), has filed with the Securities and Exchange Commission a Registration Statement on Form S-3 (the “Registration Statement”) for the purpose of registering under the Securities Act of 1933, as amended (the “Securities Act”), the sale from time to time of (i) up to $230,000,000 aggregate principal amount of the Company’s 2.50% Senior Subordinated Convertible Contingent Debt Securities^SM (CODES^SM) due 2024 (the “CODES”) and (ii) such indeterminate number of shares of the Company’s common stock, par value $0.01 per share (the “Common Stock”), as may be issuable upon conversion of the CODES. The CODES have been issued pursuant to the Indenture dated as of June 2, 2004 (the “Indenture”) between the Company and Deutsche Bank Trust Company Americas, as trustee. The CODES and the Common Stock are to be offered and sold from time to time by their holders.

We, as your counsel, have examined originals or copies, certified or otherwise identified to our satisfaction, of such documents, corporate records, certificates of public officials and other instruments as we have deemed necessary or advisable for the purpose of rendering this opinion.

Upon the basis of the foregoing, we advise you that, in our opinion:

1. The CODES have been duly authorized, executed and delivered by the Company and are valid and binding obligations of the Company, enforceable in accordance with their terms, subject to applicable bankruptcy, insolvency and similar laws affecting creditors’ rights generally and equitable principles of general applicability.

2. The shares of Common Stock reserved for issuance upon conversion of the CODES have been duly authorized and reserved, and, when issued upon conversion of the CODES in accordance with the terms of the CODES and the Indenture, will be validly issued, fully paid and non-assessable.

We are members of the Bar of the State of New York and the foregoing opinion is limited to the laws of the State of New York and the General Corporation Law of the State of Delaware.

We hereby consent to the filing of this opinion as an exhibit to the Registration Statement. We also consent to the reference to us under the caption “Validity of Securities” in the Prospectus which is a part of the Registration Statement. In giving this consent, we do not admit that we are within the category of persons whose consent is required under Section 7 of the Securities Act.

Very truly yours,

/s/ Davis Polk & Wardwell

2

EX-12.1

Exhibit 12.1

CSG Systems International, Inc.

Ratio of Earnings to Fixed Charges

(in thousands, except ratios)

	Years ended December 31,											Three months ended March 31,
	1999		2000		2001		2002		2003(1)			2004
Income (loss) from continuing operations before income taxes	$	95,929	$	145,203	$	183,442	$	87,544	$	(48,460	)	$	17,500
Fixed Charges:
Interest on long-term and short-term debt including amortization of debt expense		7,214		5,808		3,038		14,033		14,717			3,554
Interest element of rentals		2,080		3,040		4,240		11,600		9,720			2,390
Total fixed charges		9,294		8,848		7,278		25,633		24,437			5,944
Earnings before income taxes and fixed charges	$	105,223	$	154,051	$	190,720	$	113,177	$	(24,023	)	$	23,444
Ratio of earnings to fixed charges		11.32		17.41		26.21		4.42		—			3.94

(1) As a result of the Comcast arbitration ruling, we recognized a loss from continuing operations before income taxes for the year ended December 31, 2003. The amount of the coverage deficiency for the historical year ended December 31, 2003 was $48.5 million.

EX-23.1

Exhibit 23.1

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

The Board of Directors

CSG Systems International, Inc.:

We consent to the use of our report incorporated by reference herein and to the reference to our firm under the heading “Experts” in this Registration Statement of CSG Systems International, Inc. on Form S-3 and the related Prospectus.

Our report dated March 10, 2004 contains an explanatory paragraph discussing our audit of certain adjustments that were applied to restate the disclosures for reportable segments reflected in the December 31, 2001 financial statements which were audited by other auditors who have ceased operations. However, we were not engaged to audit, review, or apply any procedures to the 2001 consolidated financial statements other than with respect to such adjustments. Our report also refers to a change in the method of accounting for stock-based compensation during 2003.

/s/    KPMG LLP

KPMG LLP

Denver, Colorado

July 16, 2004

EX-24.1

Exhibit 24.1

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that I, the undersigned, do hereby make, nominate and appoint Neal C. Hansen, Peter E. Kalan and Joseph T. Ruble and each of them acting alone, with full powers to act without the others, as my true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for me and in my name, place and stead, in any and all capacities, to sign on my behalf a Registration Statement on Form S-3 in such form as said attorneys deem appropriate or advisable, to be filed with the Securities and Exchange Commission by CSG Systems International, Inc. (the “Company”) in respect of the issuance, offer and sale of up to $230,000,000 aggregate principal amount of 2.50% Senior Subordinated Convertible Contingent Debt Securities^SM (CODES^SM) due 2024 of the Company, and the shares of common stock, par value $0.01 per share, of the Company issuable upon conversion thereof, and all amendments or supplements to such registration statement (including post-effective amendments and any related registration statements filed pursuant to Rule 462), and to file the same with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents full power and authority to do and perform each and every act and thing necessary or appropriate to be done with respect to such registration statement or any amendments or supplements thereto in the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or their substitute or substitutes, may lawfully do or cause to be done by virtue thereof.

IN WITNESS WHEREOF, I have hereunto signed this power of attorney as of this 9^th day of July, 2004.

By:	/s/ George F. Haddix
	Director
	CSG Systems International, Inc.

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that I, the undersigned, do hereby make, nominate and appoint Neal C. Hansen, Peter E. Kalan and Joseph T. Ruble and each of them acting alone, with full powers to act without the others, as my true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for me and in my name, place and stead, in any and all capacities, to sign on my behalf a Registration Statement on Form S-3 in such form as said attorneys deem appropriate or advisable, to be filed with the Securities and Exchange Commission by CSG Systems International, Inc. (the “Company”) in respect of the issuance, offer and sale of up to $230,000,000 aggregate principal amount of 2.50% Senior Subordinated Convertible Contingent Debt Securities^SM (CODES^SM) due 2024 of the Company, and the shares of common stock, par value $0.01 per share, of the Company issuable upon conversion thereof, and all amendments or supplements to such registration statement (including post-effective amendments and any related registration statements filed pursuant to Rule 462), and to file the same with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents full power and authority to do and perform each and every act and thing necessary or appropriate to be done with respect to such registration statement or any amendments or supplements thereto in the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or their substitute or substitutes, may lawfully do or cause to be done by virtue thereof.

IN WITNESS WHEREOF, I have hereunto signed this power of attorney as of this 9^th day of July, 2004.

By:	/s/ Janice Obuchowski
	Director
	CSG Systems International, Inc.

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that I, the undersigned, do hereby make, nominate and appoint Neal C. Hansen, Peter E. Kalan and Joseph T. Ruble and each of them acting alone, with full powers to act without the others, as my true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for me and in my name, place and stead, in any and all capacities, to sign on my behalf a Registration Statement on Form S-3 in such form as said attorneys deem appropriate or advisable, to be filed with the Securities and Exchange Commission by CSG Systems International, Inc. (the “Company”) in respect of the issuance, offer and sale of up to $230,000,000 aggregate principal amount of 2.50% Senior Subordinated Convertible Contingent Debt Securities^SM (CODES^SM) due 2024 of the Company, and the shares of common stock, par value $0.01 per share, of the Company issuable upon conversion thereof, and all amendments or supplements to such registration statement (including post-effective amendments and any related registration statements filed pursuant to Rule 462), and to file the same with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents full power and authority to do and perform each and every act and thing necessary or appropriate to be done with respect to such registration statement or any amendments or supplements thereto in the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or their substitute or substitutes, may lawfully do or cause to be done by virtue thereof.

IN WITNESS WHEREOF, I have hereunto signed this power of attorney as of this 9^th day of July, 2004.

By:	/s/ Bernard W. Reznicek
	Director
	CSG Systems International, Inc.

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that I, the undersigned, do hereby make, nominate and appoint Neal C. Hansen, Peter E. Kalan and Joseph T. Ruble and each of them acting alone, with full powers to act without the others, as my true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for me and in my name, place and stead, in any and all capacities, to sign on my behalf a Registration Statement on Form S-3 in such form as said attorneys deem appropriate or advisable, to be filed with the Securities and Exchange Commission by CSG Systems International, Inc. (the “Company”) in respect of the issuance, offer and sale of up to $230,000,000 aggregate principal amount of 2.50% Senior Subordinated Convertible Contingent Debt Securities^SM (CODES^SM) due 2024 of the Company, and the shares of common stock, par value $0.01 per share, of the Company issuable upon conversion thereof, and all amendments or supplements to such registration statement (including post-effective amendments and any related registration statements filed pursuant to Rule 462), and to file the same with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents full power and authority to do and perform each and every act and thing necessary or appropriate to be done with respect to such registration statement or any amendments or supplements thereto in the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or their substitute or substitutes, may lawfully do or cause to be done by virtue thereof.

IN WITNESS WHEREOF, I have hereunto signed this power of attorney as of this 9th day of July, 2004.

By:	/s/ Frank V. Sica
	Director
	CSG Systems International, Inc.

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that I, the undersigned, do hereby make, nominate and appoint Neal C. Hansen, Peter E. Kalan and Joseph T. Ruble and each of them acting alone, with full powers to act without the others, as my true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for me and in my name, place and stead, in any and all capacities, to sign on my behalf a Registration Statement on Form S-3 in such form as said attorneys deem appropriate or advisable, to be filed with the Securities and Exchange Commission by CSG Systems International, Inc. (the “Company”) in respect of the issuance, offer and sale of up to $230,000,000 aggregate principal amount of 2.50% Senior Subordinated Convertible Contingent Debt Securities^SM (CODES^SM) due 2024 of the Company, and the shares of common stock, par value $0.01 per share, of the Company issuable upon conversion thereof, and all amendments or supplements to such registration statement (including post-effective amendments and any related registration statements filed pursuant to Rule 462), and to file the same with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents full power and authority to do and perform each and every act and thing necessary or appropriate to be done with respect to such registration statement or any amendments or supplements thereto in the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or their substitute or substitutes, may lawfully do or cause to be done by virtue thereof.

IN WITNESS WHEREOF, I have hereunto signed this power of attorney as of this 9th day of July, 2004.

By:	/s/ Donald V. Smith
	Director
	CSG Systems International, Inc.

EX-25.1

Exhibit 25.1

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM T-1

STATEMENT OF ELIGIBILITY UNDER THE TRUST INDENTURE ACT OF 1939

OF A CORPORATION DESIGNATED TO ACT AS TRUSTEE

CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF A TRUSTEE

PURSUANT TO SECTION 305(b)(2)

DEUTSCHE BANK TRUST COMPANY AMERICAS

(formerly BANKERS TRUST COMPANY)

(Exact name of trustee as specified in its charter)

NEW YORK	13-4941247
(Jurisdiction of Incorporation or organization if not a U.S. national bank)	(I.R.S. Employer Identification no.)
60 WALL STREET
NEW YORK, NEW YORK	10005
(Address of principal executive offices)	(Zip Code)

Deutsche Bank Trust Company Americas

Attention: Will Christoph

Legal Department

60 Wall Street, 36^th Floor

New York, New York 10005

(212) 250-0378

(Name, address and telephone number of agent for service)

CSG Systems International, Inc.

(Exact name of Registrant as specified in its charter)

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

7887 East Belleview, Suite 1000

Englewood, Colorado 80111

(303) 796-2850

(Address, including zip code and telephone number, including

area code, of registrant’s principal executive offices)

Debt Securities

(Title of the Indenture Securities)

Item 1. General Information.

Furnish the following information as to the trustee.

(a) Name and address of each examining or supervising authority to which it is subject.

Name	Address
Federal Reserve Bank (2nd District)	New York, NY
Federal Deposit Insurance Corporation	Washington, D.C.
New York State Banking Department	Albany, NY

(b) Whether it is authorized to exercise corporate trust powers.

Yes.

Item 2. Affiliations with Obligor.

If the obligor is an affiliate of the Trustee, describe each such affiliation.

None.

Item 3. -15. Not Applicable

Item 16. List of Exhibits.

Exhibit 1 -	Restated Organization Certificate of Bankers Trust Company dated August 6, 1998, Certificate of Amendment of the Organization Certificate of Bankers Trust Company dated September 25, 1998, Certificate of Amendment of the Organization Certificate of Bankers Trust Company dated December 16, 1998, and Certificate of Amendment of the Organization Certificate of Bankers Trust Company dated February 22, 2002, copies attached.
Exhibit 2 -	Certificate of Authority to commence business - Incorporated herein by reference to Exhibit 2 filed with Form T-1 Statement, Registration No. 33-21047.
Exhibit 3 -	Authorization of the Trustee to exercise corporate trust powers - Incorporated herein by reference to Exhibit 2 filed with Form T-1 Statement, Registration No. 33-21047.
Exhibit 4 -	Existing By-Laws of Bankers Trust Company, as amended on April 15, 2002. Copy attached.

-2-

Exhibit 5 -	Not applicable.
Exhibit 6 -	Consent of Bankers Trust Company required by Section 321(b) of the Act. - Incorporated herein by reference to Exhibit 4 filed with Form T-1 Statement, Registration No. 22-18864.
Exhibit 7 -	The latest report of condition of Deutsche Bank Trust Company Americas dated as of March 31, 2004. Copy attached.
Exhibit 8 -	Not Applicable.
Exhibit 9 -	Not Applicable.

-3-

SIGNATURE

Pursuant to the requirements of the Trust Indenture Act of 1939, as amended, the trustee, Deutsche Bank Trust Company Americas, a corporation organized and existing under the laws of the State of New York, has duly caused this statement of eligibility to be signed on its behalf by the undersigned, thereunto duly authorized, all in The City of New York, and State of New York, on this 16th day of July, 2004.

DEUTSCHE BANK TRUST COMPANY AMERICAS
By:	/s/ Yana Kalachikova
	Yana Kalachikova
	Associate

-4-

EXHIBIT 1

State of New York,

Banking Department

I, MANUEL KURSKY, Deputy Superintendent of Banks of the State of New York, DO HEREBY APPROVE the annexed Certificate entitled “CERTIFICATE OF AMENDMENT OF THE ORGANIZATION CERTIFICATE OF BANKERS TRUST COMPANY Under Section 8005 of the Banking Law,” dated September 16, 1998, providing for an increase in authorized capital stock from $3,001,666,670 consisting of 200,166,667 shares with a par value of $10 each designated as Common Stock and 1,000 shares with a par value of $1,000,000 each designated as Series Preferred Stock to $3,501,666,670 consisting of 200,166,667 shares with a par value of $10 each designated as Common Stock and 1,500 shares with a par value of $1,000,000 each designated as Series Preferred Stock.

Witness, my hand and official seal of the Banking Department at the City of New York, this 25th day of September in the Year of our Lord one thousand nine hundred and ninety-eight.

Manuel Kursky

Deputy Superintendent of Banks

RESTATED

ORGANIZATION

CERTIFICATE

OF

BANKERS TRUST COMPANY

Under Section 8007

Of the Banking Law

Bankers Trust Company

1301 6^th Avenue, 8^th Floor

New York, N.Y. 10019

Counterpart Filed in the Office of the Superintendent of Banks, State of New York, August 31, 1998

RESTATED ORGANIZATION CERTIFICATE

OF

BANKERS TRUST

Under Section 8007 of the Banking Law

We, James T. Byrne, Jr. and Lea Lahtinen, being respectively a Managing Director and an Assistant Secretary and a Vice President and an Assistant Secretary of BANKERS TRUST COMPANY, do hereby certify:

1. The name of the corporation is Bankers Trust Company.

2. The organization certificate of the corporation was filed by the Superintendent of Banks of the State of New York on March 5, 1903.

3. The text of the organization certificate, as amended heretofore, is hereby restated without further amendment or change to read as herein-set forth in full, to wit:

“Certificate of Organization

of

Bankers Trust Company

Know All Men By These Presents That we, the undersigned, James A. Blair, James G. Cannon, E. C. Converse, Henry P. Davison, Granville W. Garth, A. Barton Hepburn, Will Logan, Gates W. McGarrah, George W. Perkins, William H. Porter, John F. Thompson, Albert H. Wiggin, Samuel Woolverton and Edward F. C. Young, all being persons of full age and citizens of the United States, and a majority of us being residents of the State of New York, desiring to form a corporation to be known as a Trust Company, do hereby associate ourselves together for that purpose under and pursuant to the laws of the State of New York, and for such purpose we do hereby, under our respective hands and seals, execute and duly acknowledge this Organization Certificate in duplicate, and hereby specifically state as follows, to wit:

I. The name by which the said corporation shall be known is Bankers Trust Company.

II. The place where its business is to be transacted is the City of New York, in the State of New York.

III. Capital Stock: The amount of capital stock which the corporation is hereafter to have is Three Billion One Million, Six Hundred Sixty-Six Thousand, Six Hundred Seventy Dollars ($3,001,666,670), divided into Two Hundred Million, One Hundred Sixty-Six Thousand, Six Hundred Sixty-Seven (200,166,667) shares with a par value of $10 each designated as Common Stock and 1,000 shares with a par value of One Million Dollars ($1,000,000) each designated as Series Preferred Stock.

(a) Common Stock

1. Dividends: Subject to all of the rights of the Series Preferred Stock, dividends may be declared and paid or set apart for payment upon the Common Stock out of any assets or funds of the corporation legally available for the payment of dividends.

2. Voting Rights: Except as otherwise expressly provided with respect to the Series Preferred Stock or with respect to any series of the Series Preferred Stock, the Common Stock shall have the exclusive right to vote for the election of directors and for all other purposes, each holder of the Common Stock being entitled to one vote for each share thereof held.

3. Liquidation: Upon any liquidation, dissolution or winding up of the corporation, whether voluntary or involuntary, and after the holders of the Series Preferred Stock of each series shall have been paid in full the amounts to which they respectively shall be entitled, or a sum sufficient for the payment in full set aside, the remaining net assets of the corporation shall be distributed pro rata to the holders of the Common Stock in accordance with their respective rights and interests, to the exclusion of the holders of the Series Preferred Stock.

4. Preemptive Rights: No holder of Common Stock of the corporation shall be entitled, as such, as a matter of right, to subscribe for or purchase any part of any new or additional issue of stock of any class or series whatsoever, any rights or options to purchase stock of any class or series whatsoever, or any securities convertible into, exchangeable for or carrying rights or options to purchase stock of any class or series whatsoever, whether now or hereafter authorized, and whether issued for cash or other consideration, or by way of dividend or other distribution.

(b) Series Preferred Stock

1. Board Authority: The Series Preferred Stock may be issued from time to time by the Board of Directors as herein provided in one or more series. The designations, relative rights, preferences and limitations of the Series Preferred Stock, and particularly of the shares of each series thereof, may, to the extent permitted by law, be similar to or may differ from those of any other series. The Board of Directors of the corporation is hereby expressly granted authority, subject to the provisions of this Article III, to issue from time to time Series Preferred Stock in one or more series and to fix from time to time before issuance thereof, by filing a certificate pursuant to the Banking Law, the number of shares in each such series of such class and all designations, relative rights (including the right, to the extent permitted by law, to convert into shares of any class or into shares of any series of any class), preferences and limitations of the shares in each such series, including, buy without limiting the generality of the foregoing, the following:

(i) The number of shares to constitute such series (which number may at any time, or from time to time, be increased or decreased by the Board of Directors, notwithstanding that shares of the series may be outstanding at the time of such increase or decrease, unless the Board of Directors shall have otherwise provided in creating such series) and the distinctive designation thereof;

(ii) The dividend rate on the shares of such series, whether or not dividends on the shares of such series shall be cumulative, and the date or dates, if any, from which dividends thereon shall be cumulative;

(iii) Whether or not the share of such series shall be redeemable, and, if redeemable, the date or dates upon or after which they shall be redeemable, the amount or amounts per share (which shall be, in the case of each share, not less than its preference upon involuntary liquidation, plus an amount equal to all dividends thereon accrued and unpaid, whether or not earned or declared) payable thereon in the case of the redemption thereof, which amount may vary at different redemption dates or otherwise as permitted by law;

(iv) The right, if any, of holders of shares of such series to convert the same into, or exchange the same for, Common Stock or other stock as permitted by law, and the terms and conditions of such conversion or exchange, as well as provisions for adjustment of the conversion rate in such events as the Board of Directors shall determine;

(v) The amount per share payable on the shares of such series upon the voluntary and involuntary liquidation, dissolution or winding up of the corporation;

(vi) Whether the holders of shares of such series shall have voting power, full or limited, in addition to the voting powers provided by law and, in case additional voting powers are accorded, to fix the extent thereof; and

(vii) Generally to fix the other rights and privileges and any qualifications, limitations or restrictions of such rights and privileges of such series, provided, however, that no such rights, privileges, qualifications, limitations or restrictions shall be in conflict with the organization certificate of the corporation or with the resolution or resolutions adopted by the Board of Directors providing for the issue of any series of which there are shares outstanding.

All shares of Series Preferred Stock of the same series shall be identical in all respects, except that shares of any one series issued at different times may differ as to dates, if any, from which dividends thereon may accumulate. All shares of Series Preferred Stock of all series shall be of equal rank and shall be identical in all respects except that to the extent not otherwise limited in this Article III any series may differ from any other series with respect to any one or more of the designations, relative rights, preferences and limitations described or referred to in subparagraphs (I) to (vii) inclusive above.

2. Dividends: Dividends on the outstanding Series Preferred Stock of each series shall be declared and paid or set apart for payment before any dividends shall be declared and paid or set apart for payment on the Common Stock with respect to the same quarterly dividend period. Dividends on any shares of Series Preferred Stock shall be cumulative only if and to the extent set forth in a certificate filed pursuant to law. After dividends on all shares of Series Preferred Stock (including cumulative dividends if and to the extent any such shares shall be entitled thereto) shall have been declared and paid or set apart for payment with respect to any quarterly dividend period, then and not otherwise so long as any shares of Series Preferred Stock shall remain outstanding, dividends may be declared and paid or set apart for payment with respect to the same quarterly dividend period on the Common Stock out the assets or funds of the corporation legally available therefor.

All Shares of Series Preferred Stock of all series shall be of equal rank, preference and priority as to dividends irrespective of whether or not the rates of dividends to which the same shall be entitled shall be the same and when the stated dividends are not paid in full, the shares of all series of the Series Preferred Stock shall share ratably in the payment thereof in accordance with the sums which would be payable on such shares if all dividends were paid in full, provided, however, that any two or more series of the Series Preferred Stock may differ from each other as to the existence and extent of the right to cumulative dividends, as aforesaid.

3. Voting Rights: Except as otherwise specifically provided in the certificate filed pursuant to law with respect to any series of the Series Preferred Stock, or as otherwise provided by law, the Series Preferred Stock shall not have any right to vote for the election of directors or for any other purpose and the Common Stock shall have the exclusive right to vote for the election of directors and for all other purposes.

4. Liquidation: In the event of any liquidation, dissolution or winding up of the corporation, whether voluntary or involuntary, each series of Series Preferred Stock shall have preference and priority over the Common Stock for payment of the amount to which each outstanding series of Series Preferred Stock shall be entitled in accordance with the provisions thereof and each holder of Series Preferred Stock shall be entitled to be paid in full such amount, or have a sum sufficient for the payment in full set aside, before any payments shall be made to the holders of the Common Stock. If, upon liquidation, dissolution or winding up of the corporation, the assets of the corporation or proceeds thereof, distributable among the holders of the shares of all series of the Series Preferred Stock shall be insufficient to pay in full the preferential amount aforesaid, then such assets, or the proceeds thereof, shall be distributed among such holders ratably in accordance with the respective amounts which would be payable if all amounts payable thereon were paid in full. After the payment to the holders of Series Preferred Stock of all such amounts to which they are entitled, as above provided, the remaining assets and funds of the corporation shall be divided and paid to the holders of the Common Stock.

5. Redemption: In the event that the Series Preferred Stock of any series shall be made redeemable as provided in clause (iii) of paragraph 1 of section (b) of this Article III, the corporation, at the option of the Board of Directors, may redeem at any time or times, and from time to time, all or any part of any one or more series of Series Preferred Stock outstanding by paying for each share the then applicable redemption price fixed by the Board of Directors as provided herein, plus an amount equal to accrued and unpaid dividends to the date fixed for redemption, upon such notice and terms as may be specifically provided in the certificate filed pursuant to law with respect to the series.

6. Preemptive Rights: No holder of Series Preferred Stock of the corporation shall be entitled, as such, as a matter or right, to subscribe for or purchase any part of any new or additional issue of stock of any class or series whatsoever, any rights or options to purchase stock of any class or series whatsoever, or any securities convertible into, exchangeable for or carrying rights or options to purchase stock of any class or series whatsoever, whether now or hereafter authorized, and whether issued for cash or other consideration, or by way of dividend.

(c) Provisions relating to Floating Rate Non-Cumulative Preferred Stock, Series A. (Liquidation value $1,000,000 per share.)

1. Designation: The distinctive designation of the series established hereby shall be “Floating Rate Non-Cumulative Preferred Stock, Series A” (hereinafter called “Series A Preferred Stock”).

2. Number: The number of shares of Series A Preferred Stock shall initially be 250 shares. Shares of Series A Preferred Stock redeemed, purchased or otherwise acquired by the corporation shall be cancelled and shall revert to authorized but unissued Series Preferred Stock undesignated as to series.

3. Dividends:

(a) Dividend Payments Dates. Holders of the Series A Preferred Stock shall be entitled to receive non-cumulative cash dividends when, as and if declared by the Board of Directors of the corporation, out of funds legally available therefor, from the date of original issuance of such shares (the “Issue Date”) and such dividends will be payable on March 28, June 28, September 28 and December 28 of each year (“Dividend Payment Date”) commencing September 28, 1990, at a rate per annum as determined in paragraph 3(b) below. The period beginning on the Issue Date and ending on the day preceding the first Dividend Payment Date and each successive period beginning on a Dividend Payment Date and ending on the date preceding the next succeeding Dividend Payment Date is herein called a “Dividend Period”. If any Dividend Payment Date shall be, in The City of New York, a Sunday or a legal holiday or a day on which banking institutions are authorized by law to close, then payment will be postponed to the next succeeding business day with the same force and effect as if made on the Dividend Payment Date, and no interest shall accrue for such Dividend Period after such Dividend Payment Date.

(b) Dividend Rate. The dividend rate from time to time payable in respect of Series A Preferred Stock (the “Dividend Rate”) shall be determined on the basis of the following provisions:

(i) On the Dividend Determination Date, LIBOR will be determined on the basis of the offered rates for deposits in U.S. dollars having a maturity of three months commencing on the second London Business Day immediately following such Dividend Determination Date, as such rates appear on the Reuters Screen LIBO Page as of 11:00 A.M. London time, on such Dividend Determination Date. If at least two such offered rates appear on the Reuters Screen LIBO Page, LIBOR in respect of such Dividend Determination Dates will be the arithmetic mean (rounded to the nearest one-hundredth of a percent, with five one-thousandths of a percent rounded upwards) of such offered rates. If fewer than those offered rates appear, LIBOR in respect of such Dividend Determination Date will be determined as described in paragraph (ii) below.

(ii) On any Dividend Determination Date on which fewer than those offered rates for the applicable maturity appear on the Reuters Screen LIBO Page as specified in paragraph (I) above, LIBOR will be determined on the basis of the rates at which deposits in U.S. dollars having a maturity of three months commencing on the second London Business Day immediately following such Dividend Determination Date and in a principal amount of not less than $1,000,000 that is representative of a single transaction in such market at such time are offered by three major banks in the London interbank market selected by the corporation at approximately 11:00 A.M., London time, on such Dividend Determination Date to prime banks in the London market. The corporation will request the principal London office of each of such banks to provide a quotation of its rate. If at least two such quotations are provided, LIBOR in respect of such Dividend Determination Date will be the arithmetic mean (rounded to the nearest one-hundredth of a percent, with five one-thousandths of a percent rounded upwards) of such quotations. If fewer than two quotations are provided, LIBOR in respect of such Dividend Determination Date will be the arithmetic

mean (rounded to the nearest one-hundredth of a percent, with five one-thousandths of a percent rounded upwards) of the rates quoted by three major banks in New York City selected by the corporation at approximately 11:00 A.M., New York City time, on such Dividend Determination Date for loans in U.S. dollars to leading European banks having a maturity of three months commencing on the second London Business Day immediately following such Dividend Determination Date and in a principal amount of not less than $1,000,000 that is representative of a single transaction in such market at such time; provided, however, that if the banks selected as aforesaid by the corporation are not quoting as aforementioned in this sentence, then, with respect to such Dividend Period, LIBOR for the preceding Dividend Period will be continued as LIBOR for such Dividend Period.

(ii) The Dividend Rate for any Dividend Period shall be equal to the lower of 18% or 50 basis points above LIBOR for such Dividend Period as LIBOR is determined by sections (I) or (ii) above.

As used above, the term “Dividend Determination Date” shall mean, with respect to any Dividend Period, the second London Business Day prior to the commencement of such Dividend Period; and the term “London Business Day” shall mean any day that is not a Saturday or Sunday and that, in New York City, is not a day on which banking institutions generally are authorized or required by law or executive order to close and that is a day on which dealings in deposits in U.S. dollars are transacted in the London interbank market.

4. Voting Rights: The holders of the Series A Preferred Stock shall have the voting power and rights set forth in this paragraph 4 and shall have no other voting power or rights except as otherwise may from time to time be required by law.

So long as any shares of Series A Preferred Stock remain outstanding, the corporation shall not, without the affirmative vote or consent of the holders of at least a majority of the votes of the Series Preferred Stock entitled to vote outstanding at the time, given in person or by proxy, either in writing or by resolution adopted at a meeting at which the holders of Series A Preferred Stock (alone or together with the holders of one or more other series of Series Preferred Stock at the time outstanding and entitled to vote) vote separately as a class, alter the provisions of the Series Preferred Stock so as to materially adversely affect its rights; provided, however, that in the event any such materially adverse alteration affects the rights of only the Series A Preferred Stock, then the alteration may be effected with the vote or consent of at least a majority of the votes of the Series A Preferred Stock; provided, further, that an increase in the amount of the authorized Series Preferred Stock and/or the creation and/or issuance of other series of Series Preferred Stock in accordance with the organization certificate shall not be, nor be deemed to be, materially adverse alterations. In connection with the exercise of the voting rights contained in the preceding sentence, holders of all series of Series Preferred Stock which are granted such voting rights (of which the Series A Preferred Stock is the initial series) shall vote as a class (except as specifically provided otherwise) and each holder of Series A Preferred Stock shall have one vote for each share of stock held and each other series shall have such number of votes, if any, for each share of stock held as may be granted to them.

The foregoing voting provisions will not apply if, in connection with the matters specified, provision is made for the redemption or retirement of all outstanding Series A Preferred Stock.

5. Liquidation: Subject to the provisions of section (b) of this Article III, upon any liquidation, dissolution or winding up of the corporation, whether voluntary or involuntary, the holders of the Series A Preferred Stock shall have preference and priority over the Common Stock for payment out of the assets of the corporation or proceeds thereof, whether from capital or surplus, of $1,000,000 per share (the “liquidation value”) together with the amount of all dividends accrued and unpaid thereon, and after such payment the holders of Series A Preferred Stock shall be entitled to no other payments.

6. Redemption: Subject to the provisions of section (b) of this Article III, Series A Preferred Stock may be redeemed, at the option of the corporation in whole or part, at any time or from time to time at a redemption price of $1,000,000 per share, in each case plus accrued and unpaid dividends to the date of redemption.

At the option of the corporation, shares of Series A Preferred Stock redeemed or otherwise acquired may be restored to the status of authorized but unissued shares of Series Preferred Stock.

In the case of any redemption, the corporation shall give notice of such redemption to the holders of the Series A Preferred Stock to be redeemed in the following manner: a notice specifying the shares to be redeemed and the time and place of redemption (and, if less than the total outstanding shares are to be redeemed, specifying the certificate numbers and number of shares to be redeemed) shall be mailed by first class mail, addressed to the holders of record of the Series A Preferred Stock to be redeemed at their respective addresses as the same shall appear upon the books of the corporation, not more than sixty (60) days and not less than thirty (30) days previous to the date fixed for redemption. In the event such notice is not given to any shareholder such failure to give notice shall not affect the notice given to other shareholders. If less than the whole amount of outstanding Series A Preferred Stock is to be redeemed, the shares to be redeemed shall be selected by lot or pro rata in any manner determined by resolution of the Board of Directors to be fair and proper. From and after the date fixed in any such notice as the date of redemption (unless default shall be made by the corporation in providing moneys at the time and place of redemption for the payment of the redemption price) all dividends upon the Series A Preferred Stock so called for redemption shall cease to accrue, and all rights of the holders of said Series A Preferred Stock as stockholders in the corporation, except the right to receive the redemption price (without interest) upon surrender of the certificate representing the Series A Preferred Stock so called for redemption, duly endorsed for transfer, if required, shall cease and terminate. The corporation’s obligation to provide moneys in accordance with the preceding sentence shall be deemed fulfilled if, on or before the redemption date, the corporation shall deposit with a bank or trust company (which may be an affiliate of the corporation) having an office in the Borough of Manhattan, City of New York, having a capital and surplus of at least $5,000,000 funds necessary for such redemption, in trust with irrevocable instructions that such funds be applied to the redemption of the shares of Series A Preferred Stock so called for redemption. Any interest accrued on such funds shall be paid to the corporation from time to time. Any funds so deposited and unclaimed at the end of two (2) years from such redemption date shall be released or repaid to the corporation, after which the holders of such shares of Series A Preferred Stock so called for redemption shall look only to the corporation for payment of the redemption price.

IV. The name, residence and post office address of each member of the corporation are as follows:

Name	Residence	Post Office Address
James A. Blair	9 West 50th Street,     Manhattan, New York City	33 Wall Street,     Manhattan, New York City
James G. Cannon	72 East 54th Street,     Manhattan New York City	14 Nassau Street,     Manhattan, New York City
E. C. Converse	3 East 78th Street,     Manhattan, New York City	139 Broadway,     Manhattan, New York City
Henry P. Davison	Englewood,     New Jersey	2 Wall Street,     Manhattan, New York City
Granville W. Garth	160 West 57th Street,     Manhattan, New York City	33 Wall Street     Manhattan, New York City
A. Barton Hepburn	205 West 57th Street     Manhattan, New York City	83 Cedar Street     Manhattan, New York City
William Logan	Montclair,     New Jersey	13 Nassau Street     Manhattan, New York City
George W. Perkins	Riverdale,     New York	23 Wall Street,     Manhattan, New York City
William H. Porter	56 East 67th Street     Manhattan, New York City	270 Broadway,     Manhattan, New York City
John F. Thompson	Newark,     New Jersey	143 Liberty Street,     Manhattan, New York City
Albert H. Wiggin	42 West 49th Street,     Manhattan, New York City	214 Broadway,     Manhattan, New York City
Samuel Woolverton	Mount Vernon,     New York	34 Wall Street,     Manhattan, New York City
Edward F.C. Young	85 Glenwood Avenue,     Jersey City, New Jersey	1 Exchange Place,     Jersey City, New Jersey

V. The existence of the corporation shall be perpetual.

VI. The subscribers, the members of the said corporation, do, and each for himself does, hereby declare that he will accept the responsibilities and faithfully discharge the duties of a director therein, if elected to act as such, when authorized accordance with the provisions of the Banking Law of the State of New York.

VII. The number of directors of the corporation shall not be less than 10 nor more than 25.

4. The foregoing restatement of the organization certificate was authorized by the Board of Directors of the corporation at a meeting held on July 21, 1998.

IN WITNESS WHEREOF, we have made and subscribed this certificate this 6^th day of August, 1998.

IN WITNESS WHEREOF, we have made and subscribed this certificate this 6th day of August, 1998.

James T. Byrne, Jr.

James T. Byrne, Jr.

Managing Director and Secretary

Lea Lahtinen

Lea Lahtinen

Vice President and Assistant Secretary

Lea Lahtinen

Lea Lahtinen

State of New York                       )

                                                      ) ss:

County of New York                   )

Lea Lahtinen, being duly sworn, deposes and says that she is a Vice President and an Assistant Secretary of Bankers Trust Company, the corporation described in the foregoing certificate; that she has read the foregoing certificate and knows the contents thereof, and that the statements herein contained are true.

Lea Lahtinen

Lea Lahtinen

Sworn to before me this

6th day of August, 1998.

Sandra L. West

Notary Public

SANDRA L. WEST

Notary Public State of New York

No. 31-4942101

Qualified in New York County

Commission Expires September 19, 1998

State of New York,

Banking Department

I, MANUEL KURSKY, Deputy Superintendent of Banks of the State of New York, DO HEREBY APPROVE the annexed Certificate entitled “RESTATED ORGANIZATION CERTIFICATE OF BANKERS TRUST COMPANY Under Section 8007 of the Banking Law,” dated August 6, 1998, providing for the restatement of the Organization Certificate and all amendments into a single certificate.

Witness, my hand and official seal of the Banking Department at the City of New York, this 31st day of August in the Year of our Lord one thousand nine hundred and ninety-eight.

Manuel Kursky

Deputy Superintendent of Banks

CERTIFICATE OF AMENDMENT

OF THE

ORGANIZATION CERTIFICATE

OF BANKERS TRUST

Under Section 8005 of the Banking Law

We, James T. Byrne, Jr. and Lea Lahtinen, being respectively a Managing Director and Secretary and a Vice President and an Assistant Secretary of Bankers Trust Company, do hereby certify:

1. The name of the corporation is Bankers Trust Company.

2. The organization certificate of said corporation was filed by the Superintendent of Banks on the 5th of March, 1903.

3. The organization certificate as heretofore amended is hereby amended to increase the aggregate number of shares which the corporation shall have authority to issue and to increase the amount of its authorized capital stock in conformity therewith.

4. Article III of the organization certificate with reference to the authorized capital stock, the number of shares into which the capital stock shall be divided, the par value of the shares and the capital stock outstanding, which reads as follows:

“III. The amount of capital stock which the corporation is hereafter to have is Three Billion, One Million, Six Hundred Sixty-Six Thousand, Six Hundred Seventy Dollars ($3,001,666,670), divided into Two Hundred Million, One Hundred Sixty-Six Thousand, Six Hundred Sixty-Seven (200,166,667) shares with a par value of $10 each designated as Common Stock and 1000 shares with a par value of One Million Dollars ($1,000,000) each designated as Series Preferred Stock.”

is hereby amended to read as follows:

“III. The amount of capital stock which the corporation is hereafter to have is Three Billion, Five Hundred One Million, Six Hundred Sixty-Six Thousand, Six Hundred Seventy Dollars ($3,501,666,670), divided into Two Hundred Million, One Hundred Sixty-Six Thousand, Six Hundred Sixty-Seven (200,166,667) shares with a par value of $10 each designated as Common Stock and 1500 shares with a par value of One Million Dollars ($1,000,000) each designated as Series Preferred Stock.”

5. The foregoing amendment of the organization certificate was authorized by unanimous written consent signed by the holder of all outstanding shares entitled to vote thereon.

IN WITNESS WHEREOF, we have made and subscribed this certificate this 25th day of September, 1998

James T. Byrne, Jr.

James T. Byrne, Jr.

Managing Director and Secretary

Lea Lahtinen

Lea Lahtinen

Vice President and Assistant Secretary

State of New York                       )

                                                      ) ss:

County of New York                   )

Lea Lahtinen, being fully sworn, deposes and says that she is a Vice President and an Assistant Secretary of Bankers Trust Company, the corporation described in the foregoing certificate; that she has read the foregoing certificate and knows the contents thereof, and that the statements herein contained are true.

Lea Lahtinen

Lea Lahtinen

Sworn to before me this 25^th day

of September, 1998

Sandra L. West

Notary Public

SANDRA L. WEST

Notary Public State of New York

No. 31-4942101

Qualified in New York County

Commission Expires September 19, 2000

State of New York,

Banking Department

I, P. VINCENT CONLON, Deputy Superintendent of Banks of the State of New York, DO HEREBY APPROVE the annexed Certificate entitled “CERTIFICATE OF AMENDMENT OF THE ORGANIZATION CERTIFICATE OF BANKERS TRUST COMPANY Under Section 8005 of the Banking Law,” dated December 16, 1998, providing for an increase in authorized capital stock from $3,501,666,670 consisting of 200,166,667 shares with a par value of $10 each designated as Common Stock and 1,500 shares with a par value of $1,000,000 each designated as Series Preferred Stock to $3,627,308,670 consisting of 212,730,867 shares with a par value of $10 each designated as Common Stock and 1,500 shares with a par value of $1,000,000 each designated as Series Preferred Stock.

Witness, my hand and official seal of the Banking Department at the City of New York, this 18th day of December in the Year of our Lord one thousand nine hundred and ninety-eight.

P. Vincent Conlon

Deputy Superintendent of Banks

CERTIFICATE OF AMENDMENT

OF THE

ORGANIZATION CERTIFICATE

OF BANKERS TRUST

Under Section 8005 of the Banking Law

We, James T. Byrne, Jr. and Lea Lahtinen, being respectively a Managing Director and Secretary and a Vice President and an Assistant Secretary of Bankers Trust Company, do hereby certify:

1. The name of the corporation is Bankers Trust Company.

2. The organization certificate of said corporation was filed by the Superintendent of Banks on the 5th of March, 1903.

3. The organization certificate as heretofore amended is hereby amended to increase the aggregate number of shares which the corporation shall have authority to issue and to increase the amount of its authorized capital stock in conformity therewith.

4. Article III of the organization certificate with reference to the authorized capital stock, the number of shares into which the capital stock shall be divided, the par value of the shares and the capital stock outstanding, which reads as follows:

“III. The amount of capital stock which the corporation is hereafter to have is Three Billion, Five Hundred One Million, Six Hundred Sixty-Six Thousand, Six Hundred Seventy Dollars ($3,501,666,670), divided into Two Hundred Million, One Hundred Sixty-Six Thousand, Six Hundred Sixty-Seven (200,166,667) shares with a par value of $10 each designated as Common Stock and 1500 shares with a par value of One Million Dollars ($1,000,000) each designated as Series Preferred Stock.”

is hereby amended to read as follows:

“III. The amount of capital stock which the corporation is hereafter to have is Three Billion, Six Hundred Twenty-Seven Million, Three Hundred Eight Thousand, Six Hundred Seventy Dollars ($3,627,308,670), divided into Two Hundred Twelve Million, Seven Hundred Thirty Thousand, Eight Hundred Sixty- Seven (212,730,867) shares with a par value of $10 each designated as Common Stock and 1500 shares with a par value of One Million Dollars ($1,000,000) each designated as Series Preferred Stock.”

5. The foregoing amendment of the organization certificate was authorized by unanimous written consent signed by the holder of all outstanding shares entitled to vote thereon.

IN WITNESS WHEREOF, we have made and subscribed this certificate this 16th day of December, 1998

James T. Byrne, Jr.

James T. Byrne, Jr.

Managing Director and Secretary

Lea Lahtinen

Lea Lahtinen

Vice President and Assistant Secretary

State of New York                       )

                                                      ) ss:

County of New York                   )

Lea Lahtinen, being fully sworn, deposes and says that she is a Vice President and an Assistant Secretary of Bankers Trust Company, the corporation described in the foregoing certificate; that she has read the foregoing certificate and knows the contents thereof, and that the statements herein contained are true.

Lea Lahtinen

Lea Lahtinen

Sworn to before me this 16^th day

of December, 1998

Sandra L. West

Notary Public

SANDRA L. WEST

Notary Public State of New York

No. 31-4942101

Qualified in New York County

Commission Expires September 19, 2000

BANKERS TRUST COMPANY

ASSISTANT SECRETARY’S CERTIFICATE

I, Lea Lahtinen, Vice President and Assistant Secretary of Bankers Trust Company, a corporation duly organized and existing under the laws of the State of New York, the United States of America, do hereby certify that attached copy of the Certificate of Amendment of the Organization Certificate of Bankers Trust Company, dated February 27, 2002, providing for a change of name of Bankers Trust Company to Deutsche Bank Trust Company Americas and approved by the New York State Banking Department on March 14, 2002 to effective on April 15, 2002, is a true and correct copy of the original Certificate of Amendment of the Organization Certificate of Bankers Trust Company on file in the Banking Department, State of New York.

IN WITNESS WHEREOF, I have hereunto set my hand and affixed the seal of Bankers Trust Company this 4th day of April, 2002.

[SEAL]

/s/ Lea Lahtinen

Lea Lahtinen, Vice President and Assistant Secretary

Bankers Trust Company

State of New York                       )

                                                      )    ss.:

County of New York                   )

On the 4th day of April in the year 2002 before me, the undersigned, a Notary Public in and for said state, personally appeared Lea Lahtinen, personally known to me or proved to me on the basis of satisfactory evidence to be the individual whose name is subscribed to the within instrument and acknowledged to me that she executed the same in her capacity, and that by her signature on the instrument, the individual, or the person on behalf of which the individual acted, executed the instrument.

/s/ Sonja K. Olsen

Notary Public

SONJA K. OLSEN

Notary Public, State of New York

No. 01OL4974457

Qualified in New York County

Commission Expires November 13, 2002

State of New York,

Banking Department

I, P. VINCENT CONLON, Deputy Superintendent of Banks of the State of New York, DO HEREBY APPROVE the annexed Certificate entitled “CERTIFICATE OF AMENDMENT OF THE ORGANIZATION CERTIFICATE OF BANKERS TRUST COMPANY under Section 8005 of the Banking Law” dated February 27, 2002, providing for a change of name of BANKERS TRUST COMPANY to DEUTSCHE BANK TRUST COMPANY AMERICAS.

Witness, my hand and official seal of the Banking Department at the City of New York, this 14th day of March two thousand and two.

/s/ P. Vincent Conlon

Deputy Superintendent of Banks

CERTIFICATE OF AMENDMENT

OF THE

ORGANIZATION CERTIFICATE

OF

BANKERS TRUST COMPANY

Under Section 8005 of the Banking Law

We, James T. Byrne Jr., and Lea Lahtinen, being respectively the Secretary, and Vice President and an Assistant Secretary of Bankers Trust Company, do hereby certify:

1. The name of corporation is Bankers Trust Company.

2. The organization certificate of said corporation was filed by the Superintendent of Banks on the 5th day of March, 1903.

3. Pursuant to Section 8005 of the Banking Law, attached hereto as Exhibit A is a certificate issued by the State of New York, Banking Department listing all of the amendments to the Organization Certificate of Bankers Trust Company since its organization that have been filed in the Office of the Superintendent of Banks.

4. The organization certificate as heretofore amended is hereby amended to change the name of Bankers Trust Company to Deutsche Bank Trust Company Americas to be effective on April 15, 2002.

5. The first paragraph number 1 of the organization of Bankers Trust Company with the reference to the name of the Bankers Trust Company, which reads as follows:

“1. The name of the corporation is Bankers Trust Company.”

is hereby amended to read as follows effective on April 15, 2002:

“1. The name of the corporation is Deutsche Bank Trust Company Americas.”

6. The foregoing amendment of the organization certificate was authorized by unanimous written consent signed by the holder of all outstanding shares entitled to vote thereon.

IN WITNESS WHEREOF, we have made and subscribed this certificate this 27th day of February, 2002.

/s/ James T. Byrne Jr.

James T. Byrne Jr.

Secretary

/s/ Lea Lahtinen

Lea Lahtinen

Vice President and Assistant Secretary

State of New York                       )

                                                      )    ss.:

County of New York                   )

Lea Lahtinen, being duly sworn, deposes and says that she is a Vice President and an Assistant Secretary of Bankers Trust Company, the corporation described in the foregoing certificate; that she has read the foregoing certificate and knows the contents thereof, and that the statements therein contained are true.

/s/ Lea Lahtinen

Lea Lahtinen

Sworn to before me this 27th day

of February, 2002

/s/ Sandra L. West

Notary Public

SANDRA L. WEST

Notary Public, State of New York

No. 01WE4942401

Qualified in New York County

Commission Expires September 19, 2002

–2–

EXHIBIT A

State of New York

Banking Department

I, P. VINCENT CONLON, Deputy Superintendent of Banks of the State of New York, DO HEREBY CERTIFY:

THAT, the records in the Office of the Superintendent of Banks indicate that BANKERS TRUST COMPANY is a corporation duly organized and existing under the laws of the State of New York as a trust company, pursuant to Article III of the Banking Law; and

THAT, the Organization Certificate of BANKERS TRUST COMPANY was filed in the Office of the Superintendent of Banks on March 5, 1903, and such corporation was authorized to commence business on March 24, 1903; and

THAT, the following amendments to its Organization Certificate have been filed in the Office of the Superintendent of Banks as of the dates specified:

Certificate of Amendment of Certificate of Incorporation providing for an increase in number of directors - filed on January 14, 1905

Certificate of Amendment of Certificate of Incorporation providing for an increase in capital stock - filed on August 4, 1909

Certificate of Amendment of Certificate of Incorporation providing for an increase in number of directors - filed on February 1, 1911

Certificate of Amendment of Certificate of Incorporation providing for an increase in number of directors - filed on June 17, 1911

Certificate of Amendment of Certificate of Incorporation providing for an increase in capital stock - filed on August 8, 1911

Certificate of Amendment of Certificate of Incorporation providing for an increase in number of directors - filed on August 8, 1911

Certificate of Amendment of Certificate of Incorporation providing for an increase in capital stock - filed on March 21, 1912

Certificate of Amendment of Certificate of Incorporation providing for a decrease in number of directors - filed on January 15, 1915

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Certificate of Amendment of Certificate of Incorporation providing for a decrease in number of directors - - filed on December 18, 1916

Certificate of Amendment of Certificate of Incorporation providing for an increase in capital stock - filed on April 20, 1917

Certificate of Amendment of Certificate of Incorporation providing for an increase in number of directors - filed on April 20, 1917

Certificate of Amendment of Certificate of Incorporation providing for an increase in capital stock - filed on December 28, 1918

Certificate of Amendment of Certificate of Incorporation providing for an increase in capital stock - filed on December 4, 1919

Certificate of Amendment of Certificate of Incorporation providing for an increase in number of directors - filed on January 15, 1926

Certificate of Amendment of Certificate of Incorporation providing for an increase in capital stock - filed on June 12, 1928

Certificate of Amendment of Certificate of Incorporation providing for a change in shares - filed on April 4, 1929

Certificate of Amendment of Certificate of Incorporation providing for a minimum and maximum number of directors - filed on January 11, 1934

Certificate of Extension to perpetual - filed on January 13, 1941

Certificate of Amendment of Certificate of Incorporation providing for a minimum and maximum number of directors - filed on January 13, 1941

Certificate of Amendment of Certificate of Incorporation providing for an increase in capital stock - filed on December 11, 1944

Certificate of Amendment of Certificate of Incorporation providing for an increase in capital stock - filed January 30, 1953

Restated Certificate of Incorporation - filed November 6, 1953

Certificate of Amendment of Certificate of Incorporation providing for an increase in capital stock - filed on April 8, 1955

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Certificate of Amendment of Certificate of Incorporation providing for an increase in capital stock - filed on February 1, 1960

Certificate of Amendment of Certificate of Incorporation providing for an increase in capital stock - filed on July 14, 1960

Certificate of Amendment of Certificate of Incorporation providing for a change in shares - filed on September 30, 1960

Certificate of Amendment of Certificate of Incorporation providing for an increase in capital stock - filed on January 26, 1962

Certificate of Amendment of Certificate of Incorporation providing for a change in shares - filed on September 9, 1963

Certificate of Amendment of Certificate of Incorporation providing for an increase in capital stock - filed on February 7, 1964

Certificate of Amendment of Certificate of Incorporation providing for an increase in capital stock - filed on February 24, 1965

Certificate of Amendment of the Organization Certificate providing for a decrease in capital stock -filed January 24, 1967

Restated Organization Certificate - filed June 1, 1971

Certificate of Amendment of the Organization Certificate providing for an increase in capital stock - filed October 29, 1976

Certificate of Amendment of the Organization Certificate providing for an increase in capital stock - filed December 22, 1977

Certificate of Amendment of the Organization Certificate providing for an increase in capital stock - filed August 5, 1980

Restated Organization Certificate - filed July 1, 1982

Certificate of Amendment of the Organization Certificate providing for an increase in capital stock - filed December 27, 1984

Certificate of Amendment of the Organization Certificate providing for an increase in capital stock - filed September 18, 1986

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Certificate of Amendment of the Organization Certificate providing for a minimum and maximum number of directors - filed January 22, 1990

Certificate of Amendment of the Organization Certificate providing for an increase in capital stock - filed June 28, 1990

Restated Organization Certificate - filed August 20, 1990

Certificate of Amendment of the Organization Certificate providing for an increase in capital stock - filed June 26, 1992

Certificate of Amendment of the Organization Certificate providing for an increase in capital stock - filed March 28, 1994

Certificate of Amendment of the Organization Certificate providing for an increase in capital stock - filed June 23, 1995

Certificate of Amendment of the Organization Certificate providing for an increase in capital stock - filed December 27, 1995

Certificate of Amendment of the Organization Certificate providing for an increase in capital stock - filed March 21, 1996

Certificate of Amendment of the Organization Certificate providing for an increase in capital stock - filed December 27, 1996

Certificate of Amendment to the Organization Certificate providing for an increase in capital stock - filed June 27, 1997

Certificate of Amendment of the Organization Certificate providing for an increase in capital stock - filed September 26, 1997

Certificate of Amendment of the Organization Certificate providing for an increase in capital stock - filed December 29, 1997

Certificate of Amendment of the Organization Certificate providing for an increase in capital stock - filed March 26, 1998

Certificate of Amendment of the Organization Certificate providing for an increase in capital stock - filed June 23, 1998

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Restated Organization Certificate - filed August 31, 1998

Certificate of Amendment of the Organization Certificate providing for an increase in capital stock - filed September 25, 1998

Certificate of Amendment of the Organization Certificate providing for an increase in capital stock - filed December 18, 1998; and

Certificate of Amendment of the Organization Certificate providing for a change in the number of directors - filed September 3, 1999; and

THAT, no amendments to its Restated Organization Certificate have been filed in the Office of the Superintendent of Banks except those set forth above; and attached hereto; and

I DO FURTHER CERTIFY THAT, BANKERS TRUST COMPANY is validly existing as a banking organization with its principal office and place of business located at 130 Liberty Street, New York, New York.

WITNESS, my hand and official seal of the Banking Department at the City of New York this 16th day of October in the Year Two Thousand and One.

/s/ P. Vincent Conlon

Deputy Superintendent of Banks

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EXHIBIT 4

DEUTSCHE BANK TRUST COMPANY AMERICAS

BY-LAWS

APRIL 15, 2002

Deutsche Bank Trust Company Americas

New York

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BY-LAWS

of

Deutsche Bank Trust Company Americas

ARTICLE I

MEETINGS OF STOCKHOLDERS

SECTION 1. The annual meeting of the stockholders of this Company shall be held at the office of the Company in the Borough of Manhattan, City of New York, in January of each year, for the election of directors and such other business as may properly come before said meeting.

SECTION 2. Special meetings of stockholders other than those regulated by statute may be called at any time by a majority of the directors. It shall be the duty of the Chairman of the Board, the Chief Executive Officer, the President or any Co-President to call such meetings whenever requested in writing to do so by stockholders owning a majority of the capital stock.

SECTION 3. At all meetings of stockholders, there shall be present, either in person or by proxy, stockholders owning a majority of the capital stock of the Company, in order to constitute a quorum, except at special elections of directors, as provided by law, but less than a quorum shall have power to adjourn any meeting.

SECTION 4. The Chairman of the Board or, in his absence, the Chief Executive Officer or, in his absence, the President or any Co-President or, in their absence, the senior officer present, shall preside at meetings of the stockholders and shall direct the proceedings and the order of business. The Secretary shall act as secretary of such meetings and record the proceedings.

ARTICLE II

DIRECTORS

SECTION 1. The affairs of the Company shall be managed and its corporate powers exercised by a Board of Directors consisting of such number of directors, but not less than seven nor more than fifteen, as may from time to time be fixed by resolution adopted by a majority of the directors then in office, or by the stockholders. In the event of any increase in the number of directors, additional directors may be elected within the limitations so fixed, either by the stockholders or within the limitations imposed by law, by a majority of directors then in office. One-third of the number of directors, as fixed from time to time, shall constitute a quorum. Any one or more members of the Board of Directors or any Committee thereof may participate in a meeting of the Board of Directors or Committee thereof by means of a conference telephone, video conference or similar communications equipment which allows all persons participating in the meeting to hear each other at the same time. Participation by such means shall constitute presence in person at such a meeting.

All directors hereafter elected shall hold office until the next annual meeting of the stockholders and until their successors are elected and have qualified.

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No Officer-Director who shall have attained age 65, or earlier relinquishes his responsibilities and title, shall be eligible to serve as a director.

SECTION 2. Vacancies not exceeding one-third of the whole number of the Board of Directors may be filled by the affirmative vote of a majority of the directors then in office, and the directors so elected shall hold office for the balance of the unexpired term.

SECTION 3. The Chairman of the Board shall preside at meetings of the Board of Directors. In his absence, the Chief Executive Officer or, in his absence the President or any Co-President or, in their absence such other director as the Board of Directors from time to time may designate shall preside at such meetings.

SECTION 4. The Board of Directors may adopt such Rules and Regulations for the conduct of its meetings and the management of the affairs of the Company as it may deem proper, not inconsistent with the laws of the State of New York, or these By-Laws, and all officers and employees shall strictly adhere to, and be bound by, such Rules and Regulations.

SECTION 5. Regular meetings of the Board of Directors shall be held from time to time provided, however, that the Board of Directors shall hold a regular meeting not less than six times a year, provided that during any three consecutive calendar months the Board of Directors shall meet at least once, and its Executive Committee shall not be required to meet at least once in each thirty day period during which the Board of Directors does not meet. Special meetings of the Board of Directors may be called upon at least two day’s notice whenever it may be deemed proper by the Chairman of the Board or, the Chief Executive Officer or, the President or any Co-President or, in their absence, by such other director as the Board of Directors may have designated pursuant to Section 3 of this Article, and shall be called upon like notice whenever any three of the directors so request in writing.

SECTION 6. The compensation of directors as such or as members of committees shall be fixed from time to time by resolution of the Board of Directors.

ARTICLE III

COMMITTEES

SECTION 1. There shall be an Executive Committee of the Board consisting of not less than five directors who shall be appointed annually by the Board of Directors. The Chairman of the Board shall preside at meetings of the Executive Committee. In his absence, the Chief Executive Officer or, in his absence, the President or any Co-President or, in their absence, such other member of the Committee as the Committee from time to time may designate shall preside at such meetings.

The Executive Committee shall possess and exercise to the extent permitted by law all of the powers of the Board of Directors, except when the latter is in session, and shall keep minutes of its proceedings, which shall be presented to the Board of Directors at its next subsequent meeting. All acts done and powers and authority conferred by the Executive Committee from time to time shall be and be deemed to be, and may be certified as being, the act and under the authority of the Board of Directors.

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A majority of the Committee shall constitute a quorum, but the Committee may act only by the concurrent vote of not less than one-third of its members, at least one of who must be a director other than an officer. Any one or more directors, even though not members of the Executive Committee, may attend any meeting of the Committee, and the member or members of the Committee present, even though less than a quorum, may designate any one or more of such directors as a substitute or substitutes for any absent member or members of the Committee, and each such substitute or substitutes shall be counted for quorum, voting, and all other purposes as a member or members of the Committee.

SECTION 2. There shall be an Audit Committee appointed annually by resolution adopted by a majority of the entire Board of Directors which shall consist of such number of directors, who are not also officers of the Company, as may from time to time be fixed by resolution adopted by the Board of Directors. The Chairman shall be designated by the Board of Directors, who shall also from time to time fix a quorum for meetings of the Committee. Such Committee shall conduct the annual directors’ examinations of the Company as required by the New York State Banking Law; shall review the reports of all examinations made of the Company by public authorities and report thereon to the Board of Directors; and shall report to the Board of Directors such other matters as it deems advisable with respect to the Company, its various departments and the conduct of its operations.

In the performance of its duties, the Audit Committee may employ or retain, from time to time, expert assistants, independent of the officers or personnel of the Company, to make studies of the Company’s assets and liabilities as the Committee may request and to make an examination of the accounting and auditing methods of the Company and its system of internal protective controls to the extent considered necessary or advisable in order to determine that the operations of the Company, including its fiduciary departments, are being audited by the General Auditor in such a manner as to provide prudent and adequate protection. The Committee also may direct the General Auditor to make such investigation as it deems necessary or advisable with respect to the Company, its various departments and the conduct of its operations. The Committee shall hold regular quarterly meetings and during the intervals thereof shall meet at other times on call of the Chairman.

SECTION 3. The Board of Directors shall have the power to appoint any other Committees as may seem necessary, and from time to time to suspend or continue the powers and duties of such Committees. Each Committee appointed pursuant to this Article shall serve at the pleasure of the Board of Directors.

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ARTICLE IV

OFFICERS

SECTION 1. The Board of Directors shall elect from among their number a Chairman of the Board and a Chief Executive Officer; and shall also elect a President, or two or more Co-Presidents, and may also elect, one or more Vice Chairmen, one or more Executive Vice Presidents, one or more Managing Directors, one or more Senior Vice Presidents, one or more Directors, one or more Vice Presidents, one or more General Managers, a Secretary, a Controller, a Treasurer, a General Counsel, a General Auditor, a General Credit Auditor, who need not be directors. The officers of the corporation may also include such other officers or assistant officers as shall from time to time be elected or appointed by the Board. The Chairman of the Board or the Chief Executive Officer or, in their absence, the President or any Co-President, or any Vice Chairman, may from time to time appoint assistant officers. All officers elected or appointed by the Board of Directors shall hold their respective offices during the pleasure of the Board of Directors, and all assistant officers shall hold office at the pleasure of the Board or the Chairman of the Board or the Chief Executive Officer or, in their absence, the President, or any Co-President or any Vice Chairman. The Board of Directors may require any and all officers and employees to give security for the faithful performance of their duties.

SECTION 2. The Board of Directors shall designate the Chief Executive Officer of the Company who may also hold the additional title of Chairman of the Board, or President, or any Co-President, and such person shall have, subject to the supervision and direction of the Board of Directors or the Executive Committee, all of the powers vested in such Chief Executive Officer by law or by these By-Laws, or which usually attach or pertain to such office. The other officers shall have, subject to the supervision and direction of the Board of Directors or the Executive Committee or the Chairman of the Board or, the Chief Executive Officer, the powers vested by law or by these By-Laws in them as holders of their respective offices and, in addition, shall perform such other duties as shall be assigned to them by the Board of Directors or the Executive Committee or the Chairman of the Board or the Chief Executive Officer.

The General Auditor shall be responsible, through the Audit Committee, to the Board of Directors for the determination of the program of the internal audit function and the evaluation of the adequacy of the system of internal controls. Subject to the Board of Directors, the General Auditor shall have and may exercise all the powers and shall perform all the duties usual to such office and shall have such other powers as may be prescribed or assigned to him from time to time by the Board of Directors or vested in him by law or by these By-Laws. He shall perform such other duties and shall make such investigations, examinations and reports as may be prescribed or required by the Audit Committee. The General Auditor shall have unrestricted access to all records and premises of the Company and shall delegate such authority to his subordinates. He shall have the duty to report to the Audit Committee on all matters concerning the internal audit program and the adequacy of the system of internal controls of the Company which he deems advisable or which the Audit Committee may request. Additionally, the General Auditor shall have the duty of reporting independently of all officers of the Company to the Audit Committee at least quarterly on any matters concerning the internal audit program and the adequacy of the system of internal controls of the Company that should be brought to the attention of the directors except those matters responsibility for which has been vested in the General Credit Auditor. Should the General Auditor deem any matter to be of special immediate importance, he shall report thereon forthwith to the Audit Committee. The General Auditor shall report to the Chief Financial Officer only for administrative purposes.

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The General Credit Auditor shall be responsible to the Chief Executive Officer and, through the Audit Committee, to the Board of Directors for the systems of internal credit audit, shall perform such other duties as the Chief Executive Officer may prescribe, and shall make such examinations and reports as may be required by the Audit Committee. The General Credit Auditor shall have unrestricted access to all records and may delegate such authority to subordinates.

SECTION 3. The compensation of all officers shall be fixed under such plan or plans of position evaluation and salary administration as shall be approved from time to time by resolution of the Board of Directors.

SECTION 4. The Board of Directors, the Executive Committee, the Chairman of the Board, the Chief Executive Officer or any person authorized for this purpose by the Chief Executive Officer, shall appoint or engage all other employees and agents and fix their compensation. The employment of all such employees and agents shall continue during the pleasure of the Board of Directors or the Executive Committee or the Chairman of the Board or the Chief Executive Officer or any such authorized person; and the Board of Directors, the Executive Committee, the Chairman of the Board, the Chief Executive Officer or any such authorized person may discharge any such employees and agents at will.

ARTICLE V

INDEMNIFICATION OF DIRECTORS, OFFICERS AND OTHERS

SECTION 1. The Company shall, to the fullest extent permitted by Section 7018 of the New York Banking Law, indemnify any person who is or was made, or threatened to be made, a party to an action or proceeding, whether civil or criminal, whether involving any actual or alleged breach of duty, neglect or error, any accountability, or any actual or alleged misstatement, misleading statement or other act or omission and whether brought or threatened in any court or administrative or legislative body or agency, including an action by or in the right of the Company to procure a judgment in its favor and an action by or in the right of any other corporation of any type or kind, domestic or foreign, or any partnership, joint venture, trust, employee benefit plan or other enterprise, which any director or officer of the Company is servicing or served in any capacity at the request of the Company by reason of the fact that he, his testator or intestate, is or was a director or officer of the Company, or is serving or served such other corporation, partnership, joint venture, trust, employee benefit plan or other enterprise in any capacity, against judgments, fines, amounts paid in settlement, and costs, charges and expenses, including attorneys’ fees, or any appeal therein; provided, however, that no indemnification shall be provided to any such person if a judgment or other final adjudication adverse to the director or officer establishes that (i) his acts were committed in bad faith or were the result of active and deliberate dishonesty and, in either case, were material to the cause of action so adjudicated, or (ii) he personally gained in fact a financial profit or other advantage to which he was not legally entitled.

SECTION 2. The Company may indemnify any other person to whom the Company is permitted to provide indemnification or the advancement of expenses by applicable law, whether pursuant to rights granted pursuant to, or provided by, the New York Banking Law or other rights

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created by (i) a resolution of stockholders, (ii) a resolution of directors, or (iii) an agreement providing for such indemnification, it being expressly intended that these By-Laws authorize the creation of other rights in any such manner.

SECTION 3. The Company shall, from time to time, reimburse or advance to any person referred to in Section 1 the funds necessary for payment of expenses, including attorneys’ fees, incurred in connection with any action or proceeding referred to in Section 1, upon receipt of a written undertaking by or on behalf of such person to repay such amount(s) if a judgment or other final adjudication adverse to the director or officer establishes that (i) his acts were committed in bad faith or were the result of active and deliberate dishonesty and, in either case, were material to the cause of action so adjudicated, or (ii) he personally gained in fact a financial profit or other advantage to which he was not legally entitled.

SECTION 4. Any director or officer of the Company serving (i) another corporation, of which a majority of the shares entitled to vote in the election of its directors is held by the Company, or (ii) any employee benefit plan of the Company or any corporation referred to in clause (i) in any capacity shall be deemed to be doing so at the request of the Company. In all other cases, the provisions of this Article V will apply (i) only if the person serving another corporation or any partnership, joint venture, trust, employee benefit plan or other enterprise so served at the specific request of the Company, evidenced by a written communication signed by the Chairman of the Board, the Chief Executive Officer, the President or any Co-President, and (ii) only if and to the extent that, after making such efforts as the Chairman of the Board, the Chief Executive Officer, the President or any Co-President shall deem adequate in the circumstances, such person shall be unable to obtain indemnification from such other enterprise or its insurer.

SECTION 5. Any person entitled to be indemnified or to the reimbursement or advancement of expenses as a matter of right pursuant to this Article V may elect to have the right to indemnification (or advancement of expenses) interpreted on the basis of the applicable law in effect at the time of occurrence of the event or events giving rise to the action or proceeding, to the extent permitted by law, or on the basis of the applicable law in effect at the time indemnification is sought.

SECTION 6. The right to be indemnified or to the reimbursement or advancement of expense pursuant to this Article V (i) is a contract right pursuant to which the person entitled thereto may bring suit as if the provisions hereof were set forth in a separate written contract between the Company and the director or officer, (ii) is intended to be retroactive and shall be available with respect to events occurring prior to the adoption hereof, and (iii) shall continue to exist after the rescission or restrictive modification hereof with respect to events occurring prior thereto.

SECTION 7. If a request to be indemnified or for the reimbursement or advancement of expenses pursuant hereto is not paid in full by the Company within thirty days after a written claim has been received by the Company, the claimant may at any time thereafter bring suit against the Company to recover the unpaid amount of the claim and, if successful in whole or in part, the claimant shall be entitled also to be paid the expenses of prosecuting such claim. Neither the failure of the Company (including its Board of Directors, independent legal counsel, or its stockholders) to have made a determination prior to the commencement of such action that indemnification of or reimbursement or advancement of expenses to the claimant is proper in the circumstance, nor an actual determination by the Company (including its Board of Directors,

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independent legal counsel, or its stockholders) that the claimant is not entitled to indemnification or to the reimbursement or advancement of expenses, shall be a defense to the action or create a presumption that the claimant is not so entitled.

SECTION 8. A person who has been successful, on the merits or otherwise, in the defense of a civil or criminal action or proceeding of the character described in Section 1 shall be entitled to indemnification only as provided in Sections 1 and 3, notwithstanding any provision of the New York Banking Law to the contrary.

ARTICLE VI

SEAL

SECTION 1. The Board of Directors shall provide a seal for the Company, the counterpart dies of which shall be in the charge of the Secretary of the Company and such officers as the Chairman of the Board, the Chief Executive Officer or the Secretary may from time to time direct in writing, to be affixed to certificates of stock and other documents in accordance with the directions of the Board of Directors or the Executive Committee.

SECTION 2. The Board of Directors may provide, in proper cases on a specified occasion and for a specified transaction or transactions, for the use of a printed or engraved facsimile seal of the Company.

ARTICLE VII

CAPITAL STOCK

SECTION 1. Registration of transfer of shares shall only be made upon the books of the Company by the registered holder in person, or by power of attorney, duly executed, witnessed and filed with the Secretary or other proper officer of the Company, on the surrender of the certificate or certificates of such shares properly assigned for transfer.

ARTICLE VIII

CONSTRUCTION

SECTION 1. The masculine gender, when appearing in these By-Laws, shall be deemed to include the feminine gender.

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ARTICLE IX

AMENDMENTS

SECTION 1. These By-Laws may be altered, amended or added to by the Board of Directors at any meeting, or by the stockholders at any annual or special meeting, provided notice thereof has been given.

I, Yana Kalachikova, Associate, of Deutsche Bank Trust Company Americas, New York, New York, hereby certify that the foregoing is a complete, true and correct copy of the By-Laws of Deutsche Bank Trust Company Americas, and that the same are in full force and effect at this date.

/S/    YANA KALACHIKOVA

Associate

DATED AS OF: July 16, 2004

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EXHIBIT 7

DEUTSCHE BANK TRUST COMPANY AMERICAS	FFIEC 031
Legal Title of Bank	RC-1
NEW YORK
City	12
NY10019
State Zip Code

FDIC Certificate Number - 00623

Consolidated Report of Condition for Insured Commercial and State-Chartered Savings Banks for March 31, 2004

All schedules are to be reported in thousands of dollars. Unless otherwise indicated, reported the amount outstanding as of the last business day of the quarter.

Schedule RC—Balance Sheet

	Dollar Amounts in Thousands			RCFD
ASSETS				/ / / / / / / / / / / / / / / / / /
1.	Cash and balances due from depository institutions (from Schedule RC-A):			/ / / / / / / / / / / / / / / / / /
	a.      Noninterest-bearing balances and currency and coin (1)			0081	2,337,000	1.a.
	b.      Interest-bearing balances (2)			0071	123,000	1.b.
2.	Securities:			/ / / / / / / / / / / / / / / / / /
	a.      Held-to-maturity securities (from Schedule RC-B, column A)			1754	0	2.a.
	b.      Available-for-sale securities (from Schedule RC-B, column D)			1773	57,000	2.b.
3.	Federal funds sold and securities purchased under agreements to resell			RCON		3.
	a.      Federal funds sold in domestic offices			B987 RCFD	672,000	3.a
	b.      Securities purchased under agreements to resell (3)			B989	6,954,000	3.b
4.	Loans and lease financing receivables (from Schedule RC-C):			/ / / / / / / / / / / / / / / / / /
	a.      Loans and leases held for sale			5369	0	4.a.
	b.      Loans and leases, net unearned income	B528	9,687,000	/ / / / / / / / / / / / / / / / / /		4.b.
	c.      LESS: Allowance for loan and lease losses	3123	425,000	/ / / / / / / / / / / / / / / / / /		4.c.
	d.      Loans and leases, net of unearned income and allowance (item 4.b minus 4.c)			/ / / / / / / / / / / / / / / / / / B529              6,989,000		4.d.
5.	Trading Assets (from schedule RC-D)			3545	10,635,000	5.
6.	Premises and fixed assets (including capitalized leases)			2145	297,000	6.
7.	Other real estate owned (from Schedule RC-M)			2150	39,000	7.
8.	Investments in unconsolidated subsidiaries and associated companies (from Schedule RC-M)			2130	0	8.
9.	Customers’ liability to this bank on acceptances outstanding			2155	0	9.
10.	Intangible assets			/ / / / / / / / / / / / / / / / / /
	a.      Goodwill			3163	0	10.a
	b.      Other intangible assets (from Schedule RC-M)			0426	30,000	10.b
11.	Other assets (from Schedule RC-F)			2160	5,848,000	11.
12.	Total assets (sum of items 1 through 11)			2170	33,981,000	12.

(1) Includes cash items in process of collection and unposted debits.

(2) Includes time certificates of deposit not held for trading.

(3) Includes all securities resale agreements in domestic and foreign offices, regardless of maturity.

DEUTSCHE BANK TRUST COMPANY AMERICAS	FFIEC 031
Legal Title of Bank	RC-2
FDIC Certificate Number - 00623	13

Schedule RC—Continued

Dollar Amounts in Thousands
LIABILITIES
13.	Deposits:			/ / / / / / / / / / / / / / / / / /
	a.      In domestic offices (sum of totals of columns A and C from Schedule RC-E, part I)			RCON 2200	8,393,000	13.a.
	(1)    Noninterest-bearing(1)	RCON 6631	3,234,000	/ / / / / / / / / / / / / / / / / / / / /		13.a.(1)
	(2)    Interest-bearing	RCON 6636	6,624,000	/ / / / / / / / / / / / / / / / / / / / /		13.a.(2)
	b.      In foreign offices, Edge and Agreement subsidiaries, and IBFs (from Schedule RC-E part II)			/ / / / / / / / / / / / / / / / / / / / / RCFN 2200    7351,000		13.b.
	(1)    Noninterest-bearing	RCFN 6631	2,092,000	/ / / / / / / / / / / / / / / / / / / / /		13.b.(1)
	(2)    Interest-bearing	RCFN 6636	8,785,000	/ / / / / / / / / / / / / / / / / / / / /		13.b.(2)
14.	Federal funds purchased and securities sold under agreements to repurchase:			RCON
	a.      Federal Funds purchased in domestic offices (2)			B993 RCFD	6,394,000	14.a.
	b.      Securities sold under agreements to repurchase (3)			8995	0	14.b.
15.	Trading liabilities (from Schedule RC-D)			RCFD 3548	1,323,000	15.
16.	Other borrowed money (includes mortgage indebtedness and obligations under capitalized leases): Schedule RC-M):			/ / / / / / / / / / / / / / / / / / RCFD 3190                 93,000		16.
17.	Not Applicable.			/ / / / / / / / / / / / / / / / / /		17.
18.	Bank’s liability on acceptances executed and outstanding			RCFD 2920	0	18.
19.	Subordinated notes and debentures (2)			RCFD 3200	9,000	19.
20.	Other liabilities (from Schedule RC-G)			RCFD 2930	2,761,000	20.
21.	Total liabilities (sum of items 13 through 20)			RCFD 2948	26,324,000	21.
22.	Minority interest in consolidated subsidiaries			RCFD 3000	425,000	22.
				/ / / / / / / / / / / / / / / / / /
EQUITY CAPITAL				/ / / / / / / / / / / / / / / / / /
23.	Perpetual preferred stock and related surplus			RCFD 3838	1,500,000	23.
24.	Common stock			RCFD 3230	2,127,000	24.
25.	Surplus (exclude all surplus related to preferred stock)			RCFD 3839	584,000	25.
26.	a. Retained earnings			RCFD 3632	2,946,000	26.a.
	b. Accumulated other comprehensive Income (3)			RCFD B530	75,000	26.b.
27.	Other equity capital components (4)			RCFD A130	0	27.
28.	Total equity capital (sum of items 23 through 27)			RCFD 3210	7,2329,000	28.
29.	Total liabilities, minority interest, and equity capital (sum of items 21, 22, and 28)			RCFD 3300	33,981,000	29.

Memorandum

To be reported only with the March Report of Condition.

1.	Indicate in the box at the right the number of the statement below that best describes the most comprehensive level of auditing work performed for the bank by independent external auditors as of any date during 2002		Number
		RCFD 6724	1	M.1

1    = Independent audit of the bank conducted in accordance with generally accepted auditing standards by a certified public accounting firm which submits a report on the bank

2    = Independent audit of the bank’s parent holding company conducted in accordance with generally accepted auditing standards by a certified public accounting firm which submits a report on the consolidated holding company (but not on the bank separately)

3    = Attestation on bank management’s assertion on the effectiveness of the bank’s internal control over financial reporting by a certified public accounting firm

4    = Directors’ examination of the bank conducted in accordance with generally accepted auditing standards by a certified public accounting firm (may be required by state chartering authority)

5    = Directors’ examination of the bank performed by other external auditors (may be required by state chartering authority)

6    = Review of the bank’s financial statements by external auditors

7    = Compilation of the bank’s financial statements by external auditors

8    = Other audit procedures (excluding tax preparation work)

9    = No external audit work

(1) Includes total demand deposits and noninterest-bearing time and savings deposits.

(2) Report overnight Federal Home Loan Bank advances in Schedule RC, Item 16, “other borrowed money.”

(3) Includes all securities repurchase agreements in domestic and foreign offices, regardless of maturity.

(4) Includes limited-life preferred stock and related surplus.

(5) Includes net unrealized holding gains (losses) on available-for-sale securities, accumulated net gains (losses) on cash flow hedges, cumulative foreign currency translation adjustments, and minimum pension liability adjustments.

(6) Includes treasury stock and unearned Employee Stock Plan shares.