10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

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

For the quarterly period ended March 31, 2011

OR

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

For the transition period from              to             

Commission file number 0-27512

CSG SYSTEMS INTERNATIONAL, INC.

(Exact name of registrant as specified in its charter)

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

9555 Maroon Circle

Englewood, Colorado 80112

(Address of principal executive offices, including zip code)

(303) 200-2000

(Registrant’s telephone number, including area code)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    YES  x    NO  ¨

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Website, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).    YES  ¨    NO  ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer”, “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	¨	Accelerated filer	x
Non-accelerated filer	¨  (Do not check if a smaller reporting company)	Smaller reporting company	¨

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).    YES  ¨    NO  x

Shares of common stock outstanding at May 5, 2011: 34,607,522

CSG SYSTEMS INTERNATIONAL, INC.

FORM 10-Q for the Quarter Ended March 31, 2011

INDEX

		Page No.
Part I - FINANCIAL INFORMATION
Item 1.	Condensed Consolidated Balance Sheets as of March 31, 2011 and December 31, 2010 (Unaudited)		3
	Condensed Consolidated Statements of Income for the Quarter Ended March 31, 2011 and 2010 (Unaudited)		4
	Condensed Consolidated Statements of Cash Flows for the Three Months Ended March 31, 2011 and 2010 (Unaudited)		5
	Notes to Condensed Consolidated Financial Statements (Unaudited)		6
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations		13
Item 3.	Quantitative and Qualitative Disclosures About Market Risk		23
Item 4.	Controls and Procedures		25
Part II - OTHER INFORMATION			26
Item 1.	Legal Proceedings		26
Item 1A.	Risk Factors		26
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds		33
Item 6.	Exhibits		34
	Signatures		35
	Index to Exhibits		36

2

CSG SYSTEMS INTERNATIONAL, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS - UNAUDITED

(in thousands, except share and per share amounts)

	March 31, 2011			December 31, 2010
ASSETS
Current assets:
Cash and cash equivalents	$	151,985		$	197,858
Short-term investments		15,385			17,692
Total cash, cash equivalents and short-term investments		167,370			215,550
Trade accounts receivable-
Billed, net of allowance of $1,958 and $1,837		148,634			155,005
Unbilled and other		33,518			30,803
Deferred income taxes		10,500			13,852
Income taxes receivable		13,242			9,043
Other current assets		21,228			17,241
Total current assets		394,492			441,494
Property and equipment, net of depreciation of $98,988 and $94,236		49,428			52,257
Software, net of amortization of $48,272 and $45,579		30,430			31,118
Goodwill		199,253			209,164
Client contracts, net of amortization of $140,084 and $133,218		113,706			116,328
Deferred income taxes		9,813			9,677
Other assets		18,416			19,660
Total assets	$	815,538		$	879,698
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Current maturities of long-term debt, net of unamortized original issue discount of $285 and $621	$	37,364		$	69,528
Client deposits		31,200			31,897
Trade accounts payable		26,608			25,381
Accrued employee compensation		37,559			53,372
Income taxes payable		2,227			2,028
Deferred revenue		52,671			56,184
Other current liabilities		21,838			32,019
Total current liabilities		209,467			270,409
Non-current liabilities:
Long-term debt, net of unamortized original issue discount of $33,728 and $34,841		301,272			305,159
Deferred revenue		7,447			16,103
Income taxes payable		865			954
Deferred income taxes		24,371			33,247
Other non-current liabilities		17,446			16,748
Total non-current liabilities		351,401			372,211
Total liabilities		560,868			642,620
Stockholders’ equity:
Preferred stock, par value $.01 per share; 10,000,000 shares authorized; zero shares issued and outstanding		—			—
Common stock, par value $.01 per share; 100,000,000 shares authorized; 34,593,385 and 34,120,789 shares outstanding		645			641
Additional paid-in capital		439,894			439,712
Treasury stock, at cost, 29,956,808 shares		(704,963	)		(704,963	)
Accumulated other comprehensive income (loss):
Unrealized gain on short-term investments, net of tax		4			4
Unrecognized pension plan losses and prior service costs, net of tax		(893	)		(897	)
Cumulative translation adjustments		6,776			868
Accumulated earnings		513,207			501,713
Total stockholders’ equity		254,670			237,078
Total liabilities and stockholders’ equity	$	815,538		$	879,698

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

3

CSG SYSTEMS INTERNATIONAL, INC.

CONDENSED CONSOLIDATED STATEMENTS OF INCOME - UNAUDITED

(in thousands, except share and per share amounts)

	Quarter Ended
	March 31, 2011			March 31, 2010
Revenues:
Processing and related services	$	131,378		$	122,046
Software, maintenance and services		51,714			8,217
Total revenues		183,092			130,263
Cost of revenues (exclusive of depreciation, shown separately below):
Processing and related services		61,259			67,004
Software, maintenance and services		29,505			5,968
Total cost of revenues		90,764			72,972
Other operating expenses:
Research and development		28,638			18,512
Selling, general and administrative		33,339			16,534
Depreciation		6,247			5,622
Restructuring charges		—			221
Total operating expenses		158,988			113,861
Operating income		24,104			16,402
Other income (expense):
Interest expense		(4,341	)		(1,548	)
Amortization of original issue discount		(1,449	)		(2,300	)
Interest and investment income, net		234			116
Loss on repurchase of convertible debt securities		—			(10,952	)
Other, net		(303	)		(2	)
Total other		(5,859	)		(14,686	)
Income before income taxes		18,245			1,716
Income tax provision		(6,751	)		(652	)
Net income	$	11,494		$	1,064
Weighted-average shares outstanding - Basic:
Common stock		32,610			33,051
Participating restricted stock		327			743
Total		32,937			33,794
Weighted-average shares outstanding - Diluted:
Common stock		32,852			33,313
Participating restricted stock		327			743
Total		33,179			34,056
Earnings per common share:
Basic	$	0.35		$	0.03
Diluted	$	0.35		$	0.03

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

4

CSG SYSTEMS INTERNATIONAL, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - UNAUDITED

(in thousands)

	Quarter Ended
	March 31, 2011			March 31, 2010
Cash flows from operating activities:
Net income	$	11,494		$	1,064
Adjustments to reconcile net income to net cash provided by (used in) operating activities-
Depreciation		6,247			5,622
Amortization		10,146			4,111
Amortization of original issue discount		1,449			2,300
Gain on short-term investments and other		(13	)		(38	)
Loss on repurchase of convertible debt securities		—			10,952
Deferred income taxes		7,904			1,433
Excess tax benefit of stock-based compensation awards		(814	)		(1,077	)
Stock-based employee compensation		3,274			3,009
Changes in operating assets and liabilities:
Trade accounts and other receivables, net		4,085			(116	)
Other current and non-current assets		(3,229	)		(3,110	)
Income taxes payable/receivable		(3,443	)		(1,246	)
Trade accounts payable and accrued liabilities		(24,301	)		3,174
Deferred revenue		(14,688	)		5,246
Net cash provided by (used in) operating activities		(1,889	)		31,324
Cash flows from investing activities:
Purchases of property and equipment		(4,250	)		(4,048	)
Purchases of short-term investments		(12,680	)		(41,932	)
Proceeds from sale/maturity of short-term investments		15,000			31,400
Acquisition of businesses, net of cash acquired		—			(2,264	)
Acquisition of and investments in client contracts		(2,383	)		(1,280	)
Net cash used in investing activities		(4,313	)		(18,124	)
Cash flows from financing activities:
Proceeds from issuance of common stock		335			451
Repurchase of common stock		(4,027	)		(33,504	)
Payments on acquired equipment financing		(427	)		(285	)
Proceeds from long-term debt		—			150,000
Payments of deferred financing costs		(205	)		(4,146	)
Payments on long-term debt		(37,500	)		—
Repurchase of convertible debt securities		—			(124,992	)
Excess tax benefit of stock-based compensation awards		814			1,077
Net cash used in financing activities		(41,010	)		(11,399	)
Effect of exchange rate fluctuations on cash		1,339			—
Net increase (decrease) in cash and cash equivalents		(45,873	)		1,801
Cash and cash equivalents, beginning of period		197,858			163,489
Cash and cash equivalents, end of period	$	151,985		$	165,290
Supplemental disclosures of cash flow information:
Net cash paid during the period for-
Interest	$	4,581		$	852
Income taxes		2,453			466

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

5

CSG SYSTEMS INTERNATIONAL, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

1. GENERAL

We have prepared the accompanying unaudited condensed consolidated financial statements as of March 31, 2011 and December 31, 2010, and for the first quarter ended March 31, 2011 and 2010, in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information, and pursuant to the instructions to Form 10-Q and the rules and regulations of the Securities and Exchange Commission (the “SEC”). Accordingly, they do not include all of the information and footnotes required by GAAP for complete financial statements. In the opinion of our management, all adjustments (consisting only of normal recurring adjustments) considered necessary for a fair presentation of our financial position and operating results have been included. The unaudited Condensed Consolidated Financial Statements should be read in conjunction with the Consolidated Financial Statements and notes thereto, together with Management’s Discussion and Analysis of Financial Condition and Results of Operations, contained in our Annual Report on Form 10-K for the year ended December 31, 2010, filed with the SEC. The results of operations for the first quarter ended March 31, 2011 are not necessarily indicative of the expected results for the entire year ending December 31, 2011.

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Use of Estimates in Preparation of Condensed Consolidated Financial Statements. The preparation of the accompanying Condensed Consolidated Financial Statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting periods. Actual results could differ from those estimates.

Postage. We pass through to our clients the cost of postage that is incurred on behalf of those clients, and typically require an advance payment on expected postage costs. These advance payments are included in “client deposits” in the accompanying Condensed Consolidated Balance Sheets and are classified as current liabilities regardless of the contract period. We net the cost of postage against the postage reimbursements, and include the net amount in processing and related services revenues. The cost of postage that has been shown net of the postage reimbursements from our clients for the first quarter of 2011 and 2010 was $67.8 million and $69.0 million, respectively.

Cash and Cash Equivalents. We consider all highly liquid investments with original maturities of three months or less at the date of the purchase to be cash equivalents. As of March 31, 2011, our cash equivalents consist primarily of institutional money market funds, commercial paper and time deposits held at major banks.

As of March 31, 2011, we had $4.7 million of restricted cash that serves to collateralize outstanding letters of credit. This restricted cash is included in Cash and cash equivalents in the accompanying Condensed Consolidated Balance Sheet.

Short-term Investments and Other Financial Instruments. Our financial instruments as of March 31, 2011 include cash and cash equivalents, short-term investments, accounts receivable, accounts payable, and debt. Because of their short maturities, the carrying amounts of cash equivalents, accounts receivable, and accounts payable approximate their fair value.

Certain of our short-term investments and cash equivalents are considered “available-for-sale” and are reported at fair value in our accompanying Condensed Consolidated Balance Sheets, with unrealized gains and losses, net of the related income tax effect, excluded from earnings and reported in a separate component of stockholders’ equity. Realized and unrealized gains and losses were not material in any period presented.

6

Our short-term investments at March 31, 2011, and December 31, 2010, consisted of the following (in thousands):

	March 31, 2011		December 31, 2010
Commercial paper	$	12,885	$	17,692
Certificates of deposit		2,500		—
Total	$	15,385	$	17,692

All short-term investments held by us as of March 31, 2011, have contractual maturities of less than one year from the time of acquisition. Proceeds from the sale/maturity of short-term investments for the first quarter of 2011 and 2010 were $15.0 million and $31.4 million, respectively.

The following table represents the fair value hierarchy based upon three levels of inputs, of which Levels 1 and 2 are considered observable and Level 3 is unobservable, for our investments measured at fair value (in thousands):

	March 31, 2011						December 31, 2010
	Level 1		Level 2		Total		Level 1		Level 2		Total
Money market funds	$	51,856	$	—	$	51,856	$	91,002	$	—	$	91,002
Commercial paper		—		30,282		30,282		—		26,590		26,590
Total	$	51,856	$	30,282	$	82,138	$	91,002	$	26,590	$	117,592
Balance sheet classification:
Cash equivalents	$	51,856	$	17,397	$	69,253	$	91,002	$	8,898	$	99,900
Short term investments		—		12,885		12,885		—		17,692		17,692
Total	$	51,856	$	30,282	$	82,138	$	91,002	$	26,590	$	117,592

Valuation inputs used to measure the fair values of our money market funds were derived from quoted market prices. The fair values of all other instruments are based upon pricing provided by third-party pricing services. These prices were derived from observable market inputs.

The carrying amount of our long-term debt related to our Credit Agreement approximates fair value. We have chosen not to measure our Convertible Debt Securities at fair value, with changes recognized in earnings each reporting period. As of March 31, 2011, the estimated fair value of our $175.1 million (par value) convertible debt, based upon quoted market prices or recent sales activity, was approximately $183.6 million.

Adoption of New Guidance on Revenue Recognition Related to Multiple-Deliverable Revenue Arrangements. On January 1, 2011, we adopted new guidance on revenue recognition related to multiple-deliverable revenue arrangements. The new guidance changed the criteria for separating deliverables in multiple element revenue arrangements that do not fall within the scope of specific authoritative accounting literature, such as our processing and related services agreements.

Historically, for our processing and related services, we have generally concluded that the multiple deliverables present in a client’s master processing agreement do not qualify as separate units of accounting, and thus we have treated the deliverables as a single unit of accounting, with the revenue recognized somewhat ratably over the term of the processing agreement as we perform the processing and related services.

In adopting the new revenue recognition guidance, we have concluded that the majority of the deliverables related to our processing and related services continue not to qualify as separate units of accounting, as the deliverables are part of a broad integrated solution, and thus do not have value to the client on a standalone basis. As a result, since we do not expect our pattern of revenue recognition to change on the majority of the deliverables related to our processing and related services arrangements, the adoption of the new revenue recognition guidance is not expected to have a material effect.

The revenue recognition for our software licenses, software maintenance services (also known as post-contract customer support), and the majority of our professional services fall within the scope of specific authoritative accounting literature and are not impacted by the new guidance on revenue recognition related to multiple-deliverable revenue arrangements.

7

3. PRIOR YEAR ACQUISITION

On November 30, 2010, we acquired U.K.-based Intec Telecom Systems PLC (“Intec”) for $364.1 million, or $255.2 million net of $108.9 million of cash and cash equivalents Intec had on hand at the close of the transaction.

The application of the acquisition method of accounting for business combinations requires the use of significant estimates and assumptions in the determination of the fair value of assets acquired and liabilities assumed. The following table summarizes the estimated fair values of the assets acquired and liabilities assumed at the date of acquisition for Intec (in thousands):

Trade accounts receivable	$	63,732
Other current assets		6,179
Property and equipment		9,968
Acquired software		19,184
Acquired client contracts		77,979
Acquired other intangible assets		6,395
Goodwill		89,747
Net deferred income tax assets		44,975
Other non-current assets		2,552
Total assets acquired		320,711
Trade accounts payable		3,611
Accrued employee compensation		17,517
Deferred revenue		25,600
Other current liabilities		9,336
Non-current liabilities		9,409
Total liabilities assumed		65,473
Net assets acquired (excluding acquired cash)	$	255,238

The $255.2 million of net assets acquired reflected above has not changed since December 31, 2010. However, we have made certain adjustments to our estimates of the fair value of various assets acquired and liabilities assumed, none of which required the revision of comparative information for periods presented in the accompanying Condensed Consolidated Financial Statements since the effects are not material. In addition, we have made certain adjustments to our estimates of deferred income taxes. As a result of these changes, during the first quarter of 2011, the amount allocated to goodwill decreased by $11.3 million.

The above estimated fair values of assets acquired and liabilities assumed are still considered provisional, as we are waiting for additional information, primarily related to certain items within trade accounts receivable and deferred revenue, necessary to finalize those fair values, and to estimate the valuation allowances necessary for certain deferred income tax assets. Thus the provisional measurements of fair value set forth above are subject to change. Such changes could be significant. We expect to finalize the fair values and valuation allowances and complete the purchase price allocation as soon as practicable, but not later than one-year from the acquisition date.

4. STOCKHOLDERS’ EQUITY AND EQUITY COMPENSATION PLANS

Stock Repurchase Program. We currently have a stock repurchase program, approved by our Board of Directors, authorizing us to repurchase our common stock from time-to-time as market and business conditions warrant (the “Stock Repurchase Program”). We did not repurchase any shares under our Stock Repurchase Program during the first quarter of 2011. During the first quarter of 2010, we repurchased 1.5 million shares of our common stock under the Stock Repurchase Program for $29.3 million ($19.56 per share). As of March 31, 2011, the total remaining number of shares available for repurchase under the Stock Repurchase Program totaled 4.2 million shares.

8

Stock Repurchases for Tax Withholdings. In addition to the above mentioned stock repurchases, a summary of shares repurchased from our employees and then cancelled during the first quarter of 2011 and 2010, in connection with minimum tax withholding requirements resulting from the vesting of restricted common stock under our stock incentive plans, is as follows (in thousands):

	Quarter Ended March 31,
	2011		2010
Shares repurchased		203		204
Total amount paid	$	4,027	$	4,165

Stock-Based Awards. A summary of our unvested restricted common stock activity during the first quarter of 2011 is as follows:

	Quarter Ended March 31, 2011
	Shares			Weighted- Average Grant Date Fair Value
Unvested awards, beginning		1,803,971		$	17.19
Awards granted		671,250			19.23
Awards forfeited/cancelled		(26,000	)		17.57
Awards vested		(590,254	)		16.88
Unvested awards, ending		1,858,967		$	18.02

Included in the awards granted during the first quarter of 2011, are performance-based awards for 120,000 restricted common stock shares issued to members of executive management, which vest in equal installments over three years upon meeting either pre-established financial performance objectives or pre-established stock price objectives. The performance-based awards become fully vested upon a change in control, as defined, and the subsequent involuntary termination of employment.

All other restricted common stock shares granted during the first quarter of 2011 are time-based awards, which vest annually over four years with no restrictions other than the passage of time. Certain shares of the restricted common stock become fully vested upon a change in control, as defined, and the subsequent involuntary termination of employment.

We recorded stock-based compensation expense for the first quarter of 2011 and 2010 of $3.3 million and $3.0 million, respectively.

5. EARNINGS PER COMMON SHARE

Basic and diluted earnings per common share (“EPS”) amounts are presented on the face of the accompanying Condensed Consolidated Statements of Income. The amounts attributed to both common stock and participating restricted common stock used as the numerators in both the basic and diluted EPS calculations are as follows (in thousands):

	Quarter Ended March 31,
	2011		2010
Net Income attributed to:
Common stock	$	11,380	$	1,041
Participating restricted common stock		114		23
Total	$	11,494	$	1,064

9

The weighted-average shares outstanding used in the basic and diluted EPS denominators related to common stock and participating restricted common stock are as follows (in thousands):

	Quarter Ended March 31,
	2011		2010
Weighted-average shares outstanding – Basic:
Common stock		32,610		33,051
Participating restricted common stock		327		743
Total		32,937		33,794
Weighted-average shares outstanding – Diluted:
Common stock		32,852		33,313
Participating restricted common stock		327		743
Total		33,179		34,056

The reconciliation of the basic and diluted EPS denominators related to the common shares is included in the following table (in thousands):

	Quarter Ended March 31,
	2011		2010
Basic weighted-average common shares		32,610		33,051
Dilutive effect of common stock options		21		29
Dilutive effect of non-participating restricted common stock		221		233
Dilutive effect of 2010 Convertible Notes		—		—
Dilutive effect of 2004 Convertible Debt Securities		—		—
Diluted weighted-average common shares		32,852		33,313

Potentially dilutive common shares related to stock options and non-participating unvested shares of restricted common stock of zero and 0.2 million, respectively, for the first quarter of 2011 and 2010, were excluded from the computation of diluted EPS related to common shares as their effect was antidilutive.

The 2010 Convertible Notes have a dilutive effect only in those quarterly periods in which our average stock price exceeds the current effective conversion price of $24.45 per share. The 2004 Convertible Debt Securities have a dilutive effect only in those quarterly periods in which our average stock price exceeds the current effective conversion price of $26.77 per share. See Note 7 for additional discussion of our convertible debt.

6. COMPREHENSIVE INCOME

The components of our comprehensive income were as follows (in thousands):

	Quarter Ended March 31,
	2011		2010
Net income	$	11,494	$	1,064
Other comprehensive income (loss), net of tax, if any:
Change in unrecognized pension plan gains and prior service costs, net of tax		4		22
Unrealized loss on short-term investments		—		(2	)
Foreign currency translation adjustments		5,908		—
Comprehensive income	$	17,406	$	1,084

10

7. DEBT

Our long-term debt, as of March 31, 2011 and December 31, 2010, was as follows (in thousands):

	March 31, 2011			December 31, 2010
Credit Agreement:
Term loan, due December 2015, interest at adjusted LIBOR plus 3.75% (rate of 4.06% at March 31, 2011 and December 31, 2010)	$	197,500		$	200,000
$100 million revolving loan facility, due December 2015, interest at adjusted LIBOR plus applicable margin (rate of 4.06% at December 31, 2010)		—			35,000
Convertible Debt Securities:
2010 Convertible Notes – senior subordinated convertible notes; due March 1, 2017; cash interest at 3.0%; net of unamortized OID of $33,728 and $34,841, respectively		116,272			115,159
2004 Convertible Debt Securities – senior subordinated convertible contingent debt securities; due June 15, 2024; cash interest at 2.5%; net of unamortized OID of $285 and $621, respectively		24,864			24,528
		338,636			374,687
Current portion of long-term debt, net		(37,364	)		(69,528	)
Total long-term debt, net	$	301,272		$	305,159

Credit Agreement. In January 2011, we repaid the $35 million outstanding balance of our revolving loan facility (“Revolver”). In March 2011, we made a $2.5 million mandatory repayment on the Term Loan.

As of March 31, 2011, we were in compliance with the financial ratios and other covenants related to the Credit Agreement. As of March 31, 2011, we had no borrowings outstanding on our Revolver and had the entire $100 million available to us.

Convertible Debt Securities. As of March 31, 2011, and as it relates to our Convertible Debt Securities, none of the contingent conversion features have been achieved, and thus, the Convertible Debt Securities are not convertible by the holders.

Upon conversion of the Convertible Debt Securities, we will settle our conversion obligation as follows: (i) we will pay cash for 100% of the par value of the Convertible Debt Securities that are converted; and (ii) to the extent the value of our conversion obligation exceeds the par value, we will satisfy the remaining conversion obligation in our common stock, cash or any combination of our common stock and cash. As of March 31, 2011, the value of our conversion obligation did not exceed the par value of the Convertible Debt Securities.

8. LONG-LIVED ASSETS

Goodwill. The changes in the carrying amount of goodwill for the quarter ended March 31, 2011 were as follows (in thousands):

January 1, 2011, balance	$	209,164
Adjustments related to prior acquisitions		(11,362	)
Effects of changes in foreign currency exchange rates		1,451
March 31, 2011, balance	$	199,253

11

The adjustments related to prior acquisitions are almost entirely due to the Intec Acquisition discussed in Note 3.

Other Intangible Assets. Our intangible assets subject to ongoing amortization consist primarily of client contracts and software. As of March 31, 2011 and December 31, 2010, the carrying values of these assets were as follows (in thousands):

	March 31, 2011							December 31, 2010
	Gross Carrying Amount		Accumulated Amortization			Net Amount		Gross Carrying Amount		Accumulated Amortization			Net Amount
Client contracts	$	253,790	$	(140,084	)	$	113,706	$	249,546	$	(133,218	)	$	116,328
Software		78,702		(48,272	)		30,430		76,697		(45,579	)		31,118
Total	$	332,492	$	(188,356	)	$	144,136	$	326,243	$	(178,797	)	$	147,446

The total amortization expense related to intangible assets for the first quarter of 2011 and 2010 was $9.4 million and $3.9 million, respectively. Based on the March 31, 2011 net carrying value of our intangible assets, the estimated total amortization expense for each of the five succeeding fiscal years ending December 31 are: 2011 – $36.3 million; 2012 – $33.6 million; 2013 – $23.7 million; 2014 – $16.9 million; and 2015 – $11.3 million.

9. COMMITMENTS, GUARANTEES AND CONTINGENCIES

Warranties. We generally warrant that our solutions and related offerings will conform to published specifications, or to specifications provided in an individual client arrangement, as applicable. The typical warranty period is 90 days from delivery of the solution or offering. For certain service offerings we provide a limited warranty for the duration of the services provided. We generally warrant that services will be performed in a professional and workmanlike manner. The typical remedy for breach of warranty is to correct or replace any defective deliverable, and if not possible or practical, we will accept the return of the defective deliverable and refund the amount paid under the client arrangement that is allocable to the defective deliverable. Our contracts also generally contain limitation of damages provisions in an effort to reduce our exposure to monetary damages arising from breach of warranty claims. Historically, we have incurred minimal warranty costs, and as a result, do not maintain a warranty reserve.

Product and Services Indemnifications. Our arrangements with our clients generally include an indemnification provision that will indemnify and defend a client in actions brought against the client that claim our products and/or services infringe upon a copyright, trade secret, or valid patent. Historically, we have not incurred any significant costs related to such indemnification claims, and as a result, do not maintain a reserve for such exposure.

Claims for Company Non-performance. Our arrangements with our clients typically cap our liability for breach to a specified amount of the direct damages incurred by the client resulting from the breach. From time-to-time, these arrangements may also include provisions for possible liquidated damages or other financial remedies for our non-performance, or in the case of certain of our outsourced customer care and billing solutions, provisions for damages related to service level performance requirements. The service level performance requirements typically relate to system availability and timeliness of service delivery. As of March 31, 2011, we believe we have adequate reserves, based on our historical experience, to cover any reasonably anticipated exposure as a result of our nonperformance for any past or current arrangements with our clients.

Indemnifications Related to Officers and the Board of Directors. We have agreed to indemnify certain of our officers and members of our Board of Directors if they are named or threatened to be named as a party to any proceeding by reason of the fact that they acted in such capacity. We maintain directors’ and officers’ (D&O) insurance coverage to protect against such losses. We have not historically incurred any losses related to these types of indemnifications, and are not aware of any pending or threatened actions or claims against any officer or member of our Board of Directors. As a result, we have not recorded any liabilities related to such indemnifications as of March 31, 2011. In addition, as a result of the insurance policy coverage, we believe these indemnification agreements are not significant to our results of operations.

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

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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

The information contained in this Management’s Discussion and Analysis of Financial Condition and Results of Operations (“MD&A”) should be read in conjunction with the unaudited Condensed Consolidated Financial Statements and Notes thereto (our “Financial Statements”) included in this Form 10-Q and the audited consolidated financial statements and notes thereto in our Annual Report on Form 10-K for the year ended December 31, 2010 (our “2010 10-K”).

Forward-Looking Statements

This report contains a number of forward-looking statements relative to our future plans and our expectations concerning our business and the industries we serve. These forward-looking statements are based on assumptions about a number of important factors, and involve risks and uncertainties that could cause actual results to differ materially from estimates contained in the forward-looking statements. Some of the risks that are foreseen by management are outlined within Part II Item 1A., “Risk Factors”. Item 1A. constitutes an integral part of this report, and readers are strongly encouraged to review this section closely in conjunction with MD&A.

Company Overview

Our Company. We are a leading provider of Business Support Systems (“BSS”) solutions to clients in several complex and highly competitive industries. Our solutions coordinate and manage many aspects of a service provider’s customer interactions, from the initial activation of customer accounts, to the support of various service activities, and through the presentment, collection, and accounts receivables management of monthly customer statements. While our heritage is in serving the North American communications markets, through acquisition and organic growth, we have broadened and enhanced our solutions to extend our business both globally and to a growing number of other industries including communications, financial services, healthcare, utilities, entertainment, and content distribution.

Our solutions help service providers manage the customer experience from acquisition through the billing of their customers. Our broad suite of solutions help our clients improve their business operations by creating more compelling product offerings and an enhanced customer experience through more relevant and targeted interactions, while at the same time, managing the service provider’s cost structure.

Most recently, our business was focused on the North American market, with approximately 85% of our revenues coming from the cable and direct broadcast satellite (“DBS”) markets and the remaining 15% from a variety of other verticals. However, on November 30, 2010, we completed our acquisition of U.K.-based Intec Telecom Systems PLC (“Intec”) (the “Intec Acquisition”). Intec is a recognized global BSS leader for retail billing, mediation, and wholesale business management, serving the majority of the world’s top 100 communications service providers.

With the Intec Acquisition, we believe we are well-positioned to: (i) evolve our offerings; (ii) expand the markets we serve; and (iii) reach greater economic scale.

We are a S&P SmallCap 600 company.

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Management Overview of Quarterly Results

First Quarter Highlights. A summary of our results of operations for the first quarter of 2011, when compared to the first quarter of 2010, is as follows (in thousands, except per share amounts and percentages):

	Quarter Ended March 31,
	2011			2010
Revenues	$	183,092		$	130,263
Operating Results:
Operating income	$	24,104		$	16,402
Operating income margin		13.2	%		12.6	%
Diluted EPS	$	0.35		$	0.03
Supplemental Data:
Data center transition expenses	$	—		$	7,717
Stock-based compensation		3,274			3,009
Amortization of acquired intangible assets		5,640			1,164
Amortization of OID		1,449			2,300
Loss on repurchase of convertible debt securities		—			10,952
Cable and DBS customer accounts (end of period)		49,081			48,975

Revenues. Our revenues for the first quarter of 2011 were $183.1 million, which reflects the first full quarter of financial results from the Intec Acquisition. This represents a 40.6% increase from revenues of $130.3 million for the same period in 2010.

Operating Results. Operating income for the first quarter of 2011 was $24.1 million, or a 13.2% operating income margin percentage, compared to $16.4 million, or a 12.6% operating income margin percentage, for the first quarter of 2010. The data center transition expenses reduced operating income by $7.7 million for the first quarter of 2010, with no such expenses in 2011.

Diluted EPS. Diluted EPS for the first quarter of 2011 was $0.35 per diluted share, which compares to $0.03 per diluted share for the first quarter of 2010. Diluted EPS for the first quarter of 2010, when compared to diluted EPS for the first quarter of 2011, was negatively impacted by the following items:

• the data center transition expenses of $7.7 million, which negatively impacted diluted EPS by $0.14 per diluted share; and

• the loss on the repurchase of convertible debt securities of $11.0 million, which negatively impacted diluted EPS by $0.20 per diluted share.

Cash and Cash Flows. As of March 31, 2011, we had cash, cash equivalents and short-term investments of $167.4 million, as compared to $215.6 million as of December 31, 2010. The sequential quarterly decrease is primary the result of the following: (i) repayment of $37.5 million of outstanding debt during the quarter, consisting principally of $35 million on our Revolver in January 2011, which had been drawn down in December 2010 as part of the acquisition funding for Intec, and (ii) cash flows from operating activities for the first quarter of 2011 were negative ($1.9) million, driven in large part by an anticipated negative impact of $20 million as a result of a change in the monthly invoice timing for DISH, included in the terms of their contract renewal executed in January 2011, and other planned payments for the first quarter, which are discussed in greater detail in the Liquidity section.

Significant Client Relationships

Client Concentration. A large percentage of our historical revenues have been generated from our four largest clients, which are Comcast Corporation (“Comcast”), DISH Network Corporation (“DISH”), Time Warner, Inc. (“Time Warner”), and Charter Communications, Inc. (“Charter”). Revenues from these clients represented the following percentages of our total revenues for the indicated periods:

	Quarter Ended
	March 31, 2011			December 31, 2010			March 31, 2010
Comcast		19	%		22	%		24	%
DISH		13	%		16	%		18	%
Time Warner		<10	%		11	%		12	%
Charter		<10	%		<10	%		10	%

The decrease in revenues generated from these four clients in the first quarter of 2011 is due to the larger global revenue base that we now have as a result of the Intec Acquisition.

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The percentages of net billed accounts receivable balances attributable to our largest clients as of the indicated dates were as follows:

	As of
	March 31, 2011			December 31, 2010			March 31, 2010
Comcast		13	%		20	%		24	%
DISH		13	%		15	%		17	%
Time Warner		<10	%		<10	%		11	%
Charter		<10	%		<10	%		12	%

See our 2010 10-K for additional discussion of our business relationships with the above mentioned significant clients.

DISH. On January 15, 2011, we entered into a contract extension with DISH to extend our relationship for processing and related services, and for print and mail services, through December 31, 2017. As a result of this new agreement, in February 2011 we began invoicing DISH for processing and related services on a per-customer-account basis, to include volume-based tiered pricing, rather than a monthly fixed fee. The expected annual fees that we will generate under the new agreement will decrease in exchange for the extended term of the contract and DISH’s migration to the ACP platform. During the initial years under the new agreement, annual revenues generated could be approximately 10% to 15% less than those generated in 2010, depending on the level of products and services that DISH decides to purchase from us. For the first quarter of 2011, there are two months of the new pricing impacts included in our operating results.

Additionally, the terms of the previous DISH agreement required certain advance deposits and allowed for invoicing of monthly fees in advance of such services. Upon execution of the new agreement, DISH was allowed to apply certain of those advance payments to its first quarter 2011 invoices and the invoicing of monthly services reverted back to our normal practice of invoicing one month in arrears. As a result, our first quarter 2011 cash flows from operating activities was negatively impacted by approximately $20 million as the advance payments and invoicing terms were brought in-line with the new agreement.

See our 2010 10-K for additional details of the key terms of the new DISH agreement. A copy of the new DISH agreement, with confidential information redacted, is filed as Exhibit 10.23C to this Form 10-Q.

Risk of Client Concentration. Although the Intec Acquisition has reduced the percentage of our total revenues generated from these clients, we expect to continue to generate a significant percentage of our future revenues from our four largest clients mentioned above. There are inherent risks whenever a large percentage of total revenues are concentrated with a limited number of clients. Should a significant client: (i) terminate or fail to renew their contracts with us, in whole or in part, for any reason; (ii) significantly reduce the number of customer accounts processed on our solutions, the price paid for our services, or the scope of services that we provide; or (iii) experience significant financial or operating difficulties, it could have a material adverse effect on our financial condition and results of operations.

Stock-Based Compensation Expense

Stock-based compensation expense is included in the following captions in the accompanying Condensed Consolidated Statements of Income (in thousands):

	Quarter Ended
	March 31, 2011		March 31, 2010
Cost of processing and related services	$	676	$	762
Cost of software, maintenance and services		198		192
Research and development		422		410
Selling, general and administrative		1,978		1,645
Total stock-based compensation expense	$	3,274	$	3,009

Critical Accounting Policies

The preparation of our Financial Statements in conformity with accounting principles generally accepted in the U.S. requires us to select appropriate accounting policies, and to make judgments and estimates affecting the application

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of those accounting policies. In applying our accounting policies, different business conditions or the use of different assumptions may result in materially different amounts reported in our Financial Statements.

We have identified the most critical accounting policies that affect our financial position and the results of our operations. Those critical accounting policies were determined by considering the accounting policies that involve the most complex or subjective decisions or assessments. The most critical accounting policies identified relate to: (i) revenue recognition; (ii) allowance for doubtful accounts receivable; (iii) impairment assessments of goodwill and other long-lived assets; (iv) income taxes; and (v) business combinations and asset purchases. These critical accounting policies, as well as our other significant accounting policies, are discussed in our 2010 10-K.

Results of Operations

Total Revenues. Total revenues for the first quarter of 2011 increased 40.6% to $183.1 million, from $130.3 million for the first quarter of 2010. This increase can almost entirely be attributed to the additional revenues generated as a result of the Intec Acquisition.

We use the location of the contracting entity as the basis of attributing revenues to individual countries. Revenues by geographic regions for the first quarter of 2011 and 2010 were as follows (in thousands):

	Quarter Ended March 31,
	2011		2010
Americas (principally the U.S.)	$	156,843	$	130,263
Europe, Middle East and Africa (principally Europe)		22,393		—
Asia Pacific		3,856		—
Total revenues	$	183,092	$	130,263

The components of total revenues are discussed in more detail below.

Processing and related services revenues. Processing and related services revenues for the first quarter of 2011 increased 7.6% to $131.4 million, from $122.0 million for the first quarter of 2010. This increase in processing and related services revenues can be attributed almost equally to: (i) the inclusion of Intec’s managed services revenues; and (ii) organic growth resulting from continued adoption and use of our advanced customer interaction management solutions.

Additional information related to processing and related services revenues is as follows:

• Processing and related services revenues for the first quarter of 2011 includes a two-month impact of the DISH contract extension, discussed in further detail in the Significant Client Relationships section of this 10-Q and our 2010 10-K.

• Amortization of our client contracts intangible assets (reflected as a reduction of processing and related services revenues) for the first quarter of 2011 and 2010 was $1.9 million and $1.6 million, respectively.

• Total customer accounts processed on our ACP solution as of March 31, 2011, were 49.1 million, compared to 49.0 million as of March 31, 2010, and 48.9 million as of December 31, 2010.

Software, Maintenance and Services Revenues. Software, maintenance and services revenues for the first quarter of 2011 were $51.7 million compared to $8.2 million for the first quarter of 2010, with the increase almost entirely attributed to the revenues from the Intec Acquisition.

Total Expenses. Our operating expenses for the first quarter of 2011 were $159.0 million, up 39.6% when compared to $113.9 million for the same period in 2010. The increase in total expenses between the first quarter of 2011 and 2010 can be attributed to the Intec Acquisition. This was partially offset by a $7.7 million decrease in our data center transition expenses, due to completion of our data center migration in the third quarter of 2010. See the “Data Center Transition” section in our 2010 10-K for a discussion of this project.

The components of total expenses are discussed in more detail below.

Cost of Revenues. See our 2010 10-K for a description of the types of costs that are included in the individual line items for cost of revenues.

Cost of Processing and Related Services. The cost of processing and related services for the first quarter of 2011 decreased 8.6% to $61.3 million, from $67.0 million for the first quarter of 2010. Total processing and related services cost as a percentage of our processing and related services revenues for the first quarter of 2011 and 2010 was 46.6% and 54.9%, respectively.

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Processing and related services cost and processing and related services cost as a percentage of our processing and related services revenues were impacted in the first quarter of 2010 by our data center transition expenses, which had the following effect (in thousands, except percentages):

	Quarter Ended March 31,
	2011					2010
	Amount		% of Revenues			Amount		% of Revenues
Cost of processing and related services revenues, all other	$	61,259		46.6	%	$	60,609		49.7	%
Data center transition expenses (exclusive of depreciation)		—		—			6,395		5.2	%
Cost of processing and related services revenues	$	61,259		46.6	%	$	67,004		54.9	%

Absent the impact of the data center transition expenses, processing and related services cost of revenues as a percentage of our processing and managed services revenues would have decreased 3.1 percentage points between periods. This decrease is due to the operational and financial benefits that we began to experience during the second quarter of 2010, following the substantial completion of our migration efforts to our new data center location.

Cost of Software, Maintenance and Services. The cost of software, maintenance and services for the first quarter of 2011 increased to $29.5 million, from $6.0 million for the first quarter of 2010. This increase can be entirely attributed to the Intec Acquisition, and includes the amortization expense related to the acquired Intec intangible assets, which had the following impact on the cost of software, maintenance and services (in thousands, except percentages):

	Quarter Ended March 31,
	2011					2010
	Amount		% of Revenues			Amount		% of Revenues
Cost of software, maintenance and services, all other	$	25,048		48.5	%	$	5,968		72.6	%
Amortization expense related to acquired Intec intangible assets		4,457		8.6	%		—		—
Cost of software, maintenance and services revenues	$	29,505		57.1	%	$	5,968		72.6	%

Total cost of software, maintenance and services as a percentage of our software, maintenance and services revenues for the first quarter of 2011 and 2010 was 57.1% and 72.6%, respectively. Consistent with the results for the first quarter of 2011, we expect revenues from software, maintenance and services to be a larger percentage of our total revenues in 2011 then we have historically experienced, as a result of the Intec Acquisition. Variability in quarterly revenues and operating results are inherent characteristics of companies that sell software licenses, and perform professional services. Our quarterly revenues for software licenses and professional services may fluctuate, depending on various factors, including the timing of executed contracts and revenue recognition, and the delivery of solutions. However, the costs associated with software and professional services revenues are not subject to the same degree of variability (e.g., these costs are generally fixed in nature within a relatively short period of time), and thus, fluctuations in our cost of software and maintenance, professional services as a percentage of our software, maintenance and services revenues will likely occur between periods.

R&D Expense. R&D expense for the first quarter of 2011 increased 54.7% to $28.6 million, from $18.5 million for the first quarter of 2010, with the increase mainly attributed to the addition of Intec R&D activities. As a percentage of total revenues, R&D expense increased to 15.6% for the first quarter of 2011 compared to 14.2% for the first quarter of 2010. We did not capitalize any internal software development costs during the first quarter ended March 31, 2011 and 2010.

Our R&D efforts are focused on the continued evolution of our solutions that enable service providers worldwide to provide a more personalized customer experience while turning transactions into revenues. This includes the continued investment in our BSS solutions aimed at increasing a providers’ time-to-market, flexibility, scalability, and total cost of ownership. These efforts include the integration of the recently acquired Intec products into the CSG solution suite. We expect that our R&D investment activities in the near-term will be relatively consistent with this past quarter, with the level of R&D spend highly dependent upon the opportunities that we see in our markets.

Selling, General and Administrative (“SG&A”) Expense. SG&A expense for the first quarter of 2011 increased to $33.3 million, from $16.5 million for the first quarter of 2010, primarily as a result of the impact of the Intec SG&A functions. As anticipated, our SG&A costs as a percentage of total revenues increased over our historical levels to 18.2% for the first quarter of 2011, compared to 12.7% for the first quarter of 2010. As is typical with many global software companies, Intec’s SG&A expenses as a percentage of total revenues are greater than CSG’s historical levels as a domestic outsourced processing company.

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Depreciation Expense. Depreciation expense for the first quarter of 2011 increased 11.1% to $6.2 million, from $5.6 million for the first quarter of 2010. The increase in depreciation expense can be entirely attributed to the additional depreciation expense as a result of the Intec Acquisition. Depreciation expense for the quarter ended March 31, 2010 includes $1.3 million of depreciation expense related to our data center transition efforts.

Operating Income. Operating income and operating income margin for the first quarter of 2011 was $24.1 million, or 13.2% of total revenues, compared to $16.4 million, or 12.6% of total revenues for the first quarter of 2010. Operating income and operating income margin for the first quarter of 2010 were significantly impacted by the data center transition expenses, which had the following effect on our operating income and operating income margins (in thousands, except percentages):

	Quarter Ended March 31,
	2011					2010
	Amount		% of Revenues			Amount		% of Revenues
Operating income, all other	$	24,104		13.2	%	$	24,119		18.5	%
Data center transition expenses		—		—			7,717		5.9	%
Operating income	$	24,104		13.2	%	$	16,402		12.6	%

Absent the impact of the data center transition expenses, operating income margin decreased by 5.3 percentage points between periods as it reflects: (i) the full quarterly impact of the lower margin profile of our expanded software and services business from the Intec Acquisition (to include approximately $5 million of acquired Intec intangible asset amortization); and (ii) the impact of several long-term investments we are making in our business to include the seven-year contract extension with DISH, the additional investments we are making in our R&D efforts, and the expansion of our go-to-market strategies.

Interest Expense. Interest expense for the first quarter of 2011 increased $2.8 million, to $4.3 million, compared to $1.5 million for the first quarter of 2010. This increase is due to the interest expense related to the Credit Agreement, which was entered into during the fourth quarter of 2010 in conjunction with the Intec Acquisition.

Loss on Repurchase of Convertible Debt Securities. During the first quarter of 2010, in conjunction with the issuance of our 2010 Convertible Debt Securities, we repurchased $119.9 million (par value) of our 2004 Convertible Debt Securities for a total purchase price of $125.8 million. As a result of this transaction, we recognized a non-cash loss on the repurchase of $11.0 million (pretax impact), or $0.20 per diluted share.

Income Tax Provision. The effective income tax rates for the quarter ended March 31, 2011 and 2010 were as follows:

Quarter Ended March  31,
2011			2010
	37	%		38	%

For the full-year 2011, we are currently estimating an effective income tax rate of 37%, which is higher than our historical levels of at or below the statutory Federal income tax rate as a result of the complexities associated with our expanded international operations due to the Intec Acquisition. Additionally, as we work to implement our longer-term global tax planning strategy during the year, we may see some volatility in our quarterly effective income tax rate. For the first quarter of 2010, our effective income tax rate was negatively impact by a delay in the recognition of certain domestic tax credits.

Liquidity

Cash and Liquidity

As of March 31, 2011, our principal sources of liquidity for operating purposes included cash, cash equivalents and short-term investments of $167.4 million, compared to $215.6 million as of December 31, 2010. The sequential decrease from December 31, 2010 to March 31, 2011 reflects our repayment of $37.5 million of borrowings under our Credit Agreement in the first quarter of 2011, and the negative cash flow from operations for the quarter, driven

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in large part from the negative $20 million impact related to the change in the monthly invoice timing for DISH, which was included as part of the terms of their contract renewal, executed in January 2011. We generally invest our excess cash balances in low-risk, short-term investments to limit our exposure to market and credit risks.

As part of our Credit Agreement, we have a five-year, $100 million senior secured revolving loan facility (“Revolver”) with a syndicate of financial institutions that expires in December 2015 (See Note 7 to the Financial Statements). As of March 31, 2011, and the date of this filing, there were no borrowings outstanding on the Revolver. The Credit Agreement contains customary affirmative covenants and financial covenants. As of March 31, 2011, and the date of this filing, we believe that we are in compliance with the provisions of the Credit Agreement.

Our cash, cash equivalents, and short-term investment balances as of the end of the indicated periods were located in the following geographical regions (in thousands):

	March 31, 2011		December 31, 2010
Americas (principally the U.S.)	$	129,284	$	153,674
Europe, Middle East and Africa (principally Europe )		33,853		58,595
Asia Pacific		4,233		3,281
Total cash, equivalents and short-term investments	$	167,370	$	215,550

We generally have ready access to substantially all of our cash, cash equivalents, and short-term investment balances, but may face limitations on moving cash out of certain foreign jurisdictions due to currency controls. As of March 31, 2011, the cash and short-term investments subject to such limitations were not significant.

Cash Flows From Operating Activities

We calculate our cash flows from operating activities in accordance with GAAP, beginning with net income, adding back the impact of non-cash items (e.g., depreciation, amortization, amortization of OID, deferred income taxes, stock-based compensation, etc.), and then factoring in the impact of changes in operating assets and liabilities. See our 2010 10-K for a description of the primary uses and sources of our cash flows from operating activities.

Our net cash flows from operating activities, broken out between operations and changes in operating assets and liabilities, for the indicated periods are as follows (in thousands):

	Operations		Changes in Operating Assets and Liabilities			Net Cash Provided by (Used in) Operating Activities – Quarter Totals
Cash Flows from Operating Activities:
2010:
March 31	$	27,376	$	3,948		$	31,324
June 30		25,052		(641	)		24,411
September 30		27,305		(8,805	)		18,500
December 31		32,529		14,545			47,074
2011:
March 31		39,687		(41,576	)		(1,889	)

We believe the above table illustrates our ability to consistently generate strong quarterly and annual cash flows, and the importance of managing our working capital items. As the table above illustrates, the operations portion of our cash flows from operating activities remains a very strong measure for us, and is relatively consistent between periods. The variations in our net cash provided by operating activities are related mostly to the changes in our operating assets and liabilities (related mostly to normal fluctuations in timing at quarter-end for such things as client payments and changes in accrued expenses), and generally over longer periods of time, do not significantly impact our cash flows from operations.

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The large decrease in operating assets and liabilities for the first quarter of 2011 relates primarily to the change of the monthly invoice timing for DISH and the timing of payments for several items specific to the first quarter, including Intec acquisition-related expenses and 2010 employee incentive performance bonuses, both of which were accrued expenses as of December 31, 2010. These items are discussed in the greater detail directly below.

Significant fluctuations in the balances of key operating assets and liabilities between March 31, 2011, and December 31, 2010, that impacted our cash flows from operating activities, are as follows:

Billed Trade Accounts Receivable

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

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

Quarter Ended	Gross		Allowance			Net Billed			DBOs
2010:
March 31	$	109,456	$	(2,289	)	$	107,167	51
June 30		102,523		(2,130	)		100,393	51
September 30		115,674		(2,355	)		113,319	50
December 31		156,842		(1,837	)		155,005	48
2011:
March 31		150,592		(1,958	)		148,634	53

The increase in gross and net accounts receivable in the fourth quarter of 2010 over historical levels is due to the Intec Acquisition. The other changes in our gross and net billed trade accounts receivable shown in the table above reflect the normal fluctuations in the timing of client payments made at quarter-end, evidenced by our consistent DBO metric over the past several quarters.

As a result of the Intec Acquisition, a greater percentage of our accounts receivable balance as of March 31, 2011 and December 31, 2010, relates to clients outside the U.S. This greater diversity in the geographic composition of our client base is expected to impact our DBO (when compared to our historical experience prior to the Intec Acquisition) as longer billing cycles (i.e., billing terms and cash collection cycles) are an inherent characteristic of international software and professional services transactions. For example, our ability to bill (i.e., send an invoice) and collect arrangement fees may be dependent upon, among other things: (i) the completion of various client administrative matters, local country billing protocols and processes (including local cultural differences), and/or non-client administrative matters; (ii) us meeting certain contractual invoicing milestones; or (iii) the overall project status in certain situations in which we act as a subcontractor to another vendor on a project.

Accrued Employee Compensation

Accrued employee compensation decreased $15.8 million, from $53.4 million as of December 31, 2010, to $37.6 million as of March 31, 2011. This decrease is primarily due to the payment of the 2010 employee incentive performance bonuses in March 2011 that were accrued as of December 31, 2010.

Other Current Liabilities

Other current liabilities decreased $10.2 million, from $32.0 million as of December 31, 2010, to $21.8 million as of March 31, 2011. This decrease can be mainly attributed to the payment of approximately $8 million of various Intec acquisition-related expenses that were accrued as of December 31, 2010.

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Deferred Revenue

Total deferred revenue decreased $12.2 million, from $72.3 million as of December 31, 2010, to $60.1 million as of March 31, 2011. This decrease can be attributed to the change in monthly invoice timing for DISH, to bring the advance payments and invoicing terms in-line with the terms of their contract renewal, which was executed in January 2011, offset to a certain degree by annual maintenance billings. This change in the DISH invoice timing had a negative ($20) million impact to our cash flows from operating activities for the first quarter of 2011.

Cash Flows From Investing Activities

Our typical investing activities consist of purchases/sales of short-term investments, purchases of property and equipment, and investments in client contracts, which are discussed below.

Purchases/Sales of Short-term Investments. During the first quarter of 2011 and 2010, we purchased $12.7 million and $41.9 million, respectively, and sold (or had mature) $15.0 million and $31.4 million, respectively, of short-term investments. We continually evaluate the appropriate mix of our investment of excess cash balances between cash equivalents and short-term investments in order to maximize our investment returns and will likely purchase and sell additional short-term investments in the future.

Property and Equipment/Client Contracts. Our capital expenditures for the first quarter of 2011 and 2010, for property and equipment, and investments in client contracts were as follows (in thousands):

	Quarters Ended March 31,
	2011		2010
Property and equipment	$	4,250	$	4,048
Client contracts		2,383		1,280

The property and equipment expenditures during the first quarter of 2011 consisted principally of investments in: (i) computer hardware, software, and related equipment; (ii) statement production equipment; and (iii) facilities and internal infrastructure items.

The investments in client contracts for the first quarter of 2011 and 2010 relate to client incentive payments ($0.5 million and $0.6 million, respectively) and the deferral of costs related to conversion/set-up services provided under long-term processing contracts ($1.9 million and $0.7 million, respectively).

Cash Flows From Financing Activities

Our financing activities typically consist of activities with our common stock and our long-term debt.

Repurchase of Common Stock. During the first quarter of 2010, in conjunction with the issuance of our 2010 Convertible Notes, we repurchased 1.5 million shares of our common stock under the guidelines of our Stock Repurchase Program for $29.3 million. In addition, outside of our Stock Repurchase Program, during the first quarter of 2011 and 2010, we repurchased from our employees and then cancelled approximately 203,000 shares and 204,000 shares of our common stock for $4.0 million and $4.2 million, respectively, in connection with minimum tax withholding requirements resulting from the vesting of restricted common stock under our stock incentive plans.

Long-term debt. During the first quarter of 2011, we repaid the $35 million outstanding balance of the Revolver and made a $2.5 million mandatory repayment on the Term Loan.

In the first quarter of 2010, we completed an offering of our 2010 Convertible Notes. We used a portion of the $145 million net proceeds from the offering to repurchase $119.9 million (par value) of our 2004 Convertible Debt Securities for $125.0 million. In connection with the issuance of the convertible notes, we paid deferred financing costs of $4.1 million.

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Capital Resources

The following are the key items to consider in assessing our sources and uses of capital resources:

Current Sources of Capital Resources.

• Cash, Cash Equivalents and Short-term Investments. As of March 31, 2011, we had cash, cash equivalents, and short-term investments of $167.4 million. Of the approximately $152 million of cash and cash equivalents as of March 31, 2011, 79%, 9%, and 5%, respectively, were denominated in U.S Dollars, Pounds Sterling, and Euros, and approximately $5 million was restricted as to use to collateralize outstanding letters of credit.

• Operating Cash Flows. As described in the “Liquidity” section above, we believe we have the ability to consistently generate strong cash flows to fund our operating activities.

• Revolving Loan Facility. We have a five-year, $100 million senior secured revolving loan facility with a syndicate of financial institutions that expires in December 2015. As of the date of this filing, we have $100 million of the revolving loan facility available to us.

Uses of Capital Resources. Below are the key items to consider in assessing our uses of capital resources:

• Common Stock Repurchases. We have made significant repurchases of our common stock in the past under our Stock Repurchase Program. During 2010, we repurchased 1.5 million shares of our common stock for $29.3 million ($19.56 per share) in conjunction with the issuance of our 2010 Convertible Notes. As of March 31, 2011, we have 4.2 million shares authorized for repurchase remaining under our Stock Repurchase Program. Our Credit Agreement places certain limitations on our ability to repurchase our common stock. We continue to evaluate the best use of our capital going forward, which from time-to-time, may include additional share repurchases as market and business conditions warrant.

• Acquisitions. We have made six acquisitions in the last six years. The most recent acquisition, and the only acquisition in 2010, was the Intec Acquisition on November 30, 2010 where we paid cash related to the transaction of approximately $378 million (or $269 million, net of cash acquired).

• Capital Expenditures. In the first quarter of 2011, we spent $4.3 million on capital expenditures. At this time, we expect our 2011 capital expenditures to be approximately $25 million, which will consist principally of: (i) hardware and software infrastructure to support our clients’ expanding business needs around the world; (ii) statement production equipment to continue to offer enhanced functionalities to our U.S. clients; and (iii) internal use systems to support the integration of Intec.

• Investments in Client Contracts. In the past, we have provided incentives to new or existing U.S. processing clients to convert their customer accounts to, or retain their customer’s accounts on, our customer care and billing solutions. During the first quarter of 2011, we made client incentive payments of $0.5 million. In addition, during the first quarter of 2011, we capitalized costs related to the deferral of conversion/set-up services revenue of $1.9 million. As of March 31, 2011, we did not have any material commitments for investments in client contracts which are payable by us only upon the successful conversion of certain additional customer accounts to our processing solutions.

• Long-Term Debt. As of March 31, 2011, our long-term debt consisted of: (i) convertible debt, which is made up of our 2004 Convertible Debt Securities with a par value of $25.1 million, and our 2010 Convertible Notes with a par value of $150.0 million; and (ii) Credit Agreement term loan borrowings of $197.5 million. In the first quarter of 2011, we made a mandatory annual amortization payment of $2.5 million on the Credit Agreement term loan and paid off the $35.0 million December 31, 2010 balance on the Credit Agreement revolving loan facility.

During 2010 and 2009, we voluntarily repurchased a total of $175.2 million (par value) of our 2004 Convertible Debt Securities for $177.7 million. As a result of these repurchases, beginning in 2014, we will have to pay cash of approximately $30 million ratably over five years related to the deferred income tax liabilities associated with the repurchased securities.

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Our 2004 Convertible Debt Securities are callable by us for cash on or after June 20, 2011, at a redemption price equal to 100% of par value, plus accrued interest. Our 2004 Convertible Debt Securities can be put back to us by the holders for cash at June 15, 2011, at a redemption price equal to 100% of par value, plus accrued interest. Our debt service cash outlay related to the 2004 Convertible Debt Securities during the next twelve months could equal the remaining par value of $25.1 million, plus interest payments of $0.3 million. In addition, if the remaining 2004 Convertible Debt Securities are put back to us on June 15, 2011, we will have to pay in cash during 2011 approximately $6 million of deferred tax liabilities associated with the outstanding securities.

During the next twelve months, there are no scheduled conversion triggers on our 2010 Convertible Notes. As a result, at this time, we expect our required debt service cash outlay during the next twelve months related to the 2010 Convertible Notes to be limited to interest payments of $4.5 million.

Under the Credit Agreement term loan, we will make mandatory annual amortization payments (payable quarterly) equal to $10 million, $20 million, $30 million, $40 million, and $50 million, respectively, in 2011, 2012, 2013, 2014, and 2015, with the remaining principal balance due at the maturity date. Under certain circumstances, mandatory prepayments are required (e.g., as a result of defined excess cash flow, asset sale or casualty proceeds, or proceeds of debt issuances). We have the right to voluntarily prepay any of the borrowings under the Credit Agreement without significant penalty.

Refer to Note 6 to our 2010 Form 10-K Financial Statements for further details of our long-term debt.

In summary, we expect to continue to make material investments in client contracts, capital equipment, and R&D, and we expect to continue to evaluate the possibility of early debt repayments and equity repurchases in the future. In addition, as part of our growth strategy, we are continually evaluating potential business and/or asset acquisitions and investments in market share expansion with our existing and potential new clients. We believe that our current cash, cash equivalents and short-term investments balances and our revolving loan facility, together with cash expected to be generated in the future from our current operating activities, will be sufficient to meet our anticipated cash requirements for at least the next 12 months. We also believe we could obtain additional capital through other debt sources which may be available to us if deemed appropriate.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

Market risk is the potential loss arising from adverse changes in market rates and prices. As of March 31, 2011, we are exposed to various market risks, including changes in interest rates, foreign currency exchange rates, and fluctuations and changes in the market value of our cash equivalents and short-term investments. We have not historically entered into derivatives or other financial instruments for trading or speculative purposes.

Interest Rate Risk.

Market Risk Related to Long-Term Debt. The interest rates on our convertible debt are fixed, and thus, as it relates to our convertible debt borrowings, we are not exposed to changes in interest rates.

The interest rates under the Credit Agreement are based upon an adjusted LIBOR rate plus an applicable margin, or an alternate base rate plus an applicable margin. The Eurocurrency applicable margin for the Term Loan is 3.75% throughout the term of the Credit Agreement, and the applicable margin for the Revolver is based on our then-current leverage ratio, which at March 31, 2011 was 3.75%.

We have the option of selecting the length of time (ranging from one to six months) that we lock in the adjusted LIBOR rate. At March 31, 2011, we have entered into a 3-month LIBOR contract rate of 0.31% per annum (for a combined rate for the Term Loan of 4.06%) that is effective through June 14, 2011. We expect to enter into similar length LIBOR contracts during 2011 as a means to manage our interest rate risk on long-term debt. Refer to Note 6 to our 2010 Form 10-K Financial Statements for further details of our long-term debt.

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We are currently evaluating whether we should enter into derivative financial instruments for the purposes of managing our interest rate risk related to our Credit Agreement, but as of the date of this filing, we have not entered into such instruments.

Market Risk Related to Cash Equivalents and Short-term Investments. Our cash and cash equivalents as of March 31, 2011 and December 31, 2010 were $152.0 million and $197.9 million, respectively. Certain of our cash balances are “swept” into overnight money market accounts on a daily basis, and at times, any excess funds are invested in low-risk, somewhat longer term, cash equivalent instruments and short-term investments. Our cash equivalents are invested primarily in institutional money market funds, commercial paper, and time deposits held at major banks. We have minimal market risk for our cash and cash equivalents due to the relatively short maturities of the instruments.

Our short-term investments as of March 31, 2011 and December 31, 2010 were $15.4 million and $17.7 million, respectively. Currently, we utilize short-term investments as a means to invest our excess cash only in the U.S. The day-to-day management of our short-term investments is performed by a large financial institution in the U.S., using strict and formal investment guidelines approved by our Board of Directors. Under these guidelines, short-term investments are limited to certain acceptable investments with: (i) a maximum maturity, (ii) a maximum concentration and diversification; and (iii) a minimum acceptable credit quality. At this time, we believe we have minimal liquidity risk associated with the short-term investments included in our portfolio.

Foreign Currency Exchange Rate Risk.

As the result of the Intec Acquisition, we are exposed to the impact of the changes in foreign currency exchange rates.

Due to foreign operations around the world, our balance sheet and income statement are exposed to foreign currency exchange risk due to the fluctuations in the value of currencies in which we conduct business. While we attempt to maximize natural hedges by incurring expenses in the same currency in which we contract revenue, the related expenses for that revenue could be in one or more differing currencies than the revenue stream.

Our percentage of total revenues generated outside the U.S. for the first quarter of 2011 and the fourth quarter of 2010, as determined by contracting legal entity, was approximately 15% and 2%, respectively. We expect that, in the foreseeable future, the percentage of our total revenues to be generated outside the U.S. may continue to grow.

As of March 31, 2011 and December 31, 2010, the carrying amounts of our monetary assets and monetary liabilities on the books of our non-U.S. subsidiaries in currencies denominated in a currency other than the functional currency of those non-U.S. subsidiaries are as follows (in thousands, in U.S. dollar equivalents):

	March 31, 2011					December 31, 2010
	Monetary Liabilities			Monetary Assets		Monetary Liabilities			Monetary Assets
Pounds sterling	$	—		$	1,191	$	—		$	481
Euro		(71	)		4,556		(41	)		5,607
U.S. Dollar		(143	)		15,114		(472	)		19,061
New Zealand Dollar		—			550		—			488
Other		(28	)		395		(13	)		345
Totals	$	(242	)	$	21,806	$	(526	)	$	25,982

A hypothetical adverse change of 10% in the March 31, 2011 exchange rates would not have had a material impact upon our results of operations.

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Item 4. Controls and Procedures

(a) Disclosure Controls and Procedures

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

(b) Internal Control Over Financial Reporting

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

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CSG SYSTEMS INTERNATIONAL, INC.

PART II. OTHER INFORMATION

Item 1. Legal Proceedings

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

Item 1A. Risk Factors

We or our representatives from time-to-time may make or may have made certain forward-looking statements, whether orally or in writing, including without limitation, any such statements made or to be made in MD&A contained in our various SEC filings or orally in conferences or teleconferences. We wish to ensure that such statements are accompanied by meaningful cautionary statements, so as to ensure, to the fullest extent possible, the protections of the safe harbor established in the Private Securities Litigation Reform Act of 1995.

Accordingly, the forward-looking statements are qualified in their entirety by reference to and are accompanied by the following meaningful cautionary statements identifying certain important risk factors that could cause actual results to differ materially from those in such forward-looking statements. This list of risk factors is likely not exhaustive. We operate in rapidly changing and evolving markets throughout the world addressing the complex needs of communication service providers, financial institutions, healthcare providers and many others, and new risk factors will likely emerge. Further, as we enter new market sectors such as healthcare and financial services, as well as new geographic markets, we are subject to new regulatory requirements that increase the risk of non-compliance and the potential for economic harm to us and our clients. Management cannot predict all of the important risk factors, nor can it assess the impact, if any, of such risk factors on our business or the extent to which any risk factor, or combination of risk factors, may cause actual results to differ materially from those in any forward-looking statements. Accordingly, there can be no assurance that forward-looking statements will be accurate indicators of future actual results, and it is likely that actual results will differ from results projected in forward-looking statements and that such differences may be material.

We Derive a Significant Portion of Our Revenues From a Limited Number of Clients, and the Loss of the Business of a Significant Client Could Have a Material Adverse Effect on Our Financial Position and Results of Operations.

Over the past decade, the worldwide communications industry has experienced significant consolidation, resulting in a large percentage of the market being served by a limited number of service providers with greater size and scale. Consistent with this market concentration, we historically have had approximately two-thirds of our revenues generated from four clients that each individually accounted for approximately 10% or more of our total revenues. As a result of the additional revenues from the Intec Acquisition, for the current quarter, we had two clients, Comcast and DISH, that individually generated over 10% of our total revenues. This resulted in approximately one-third of our total revenues coming from these two clients. See the Significant Client Relationships section of MD&A in our 2010 10-K for key renewal dates and a brief summary of our business relationship with these clients.

There are inherent risks whenever a large percentage of total revenues are concentrated with a limited number of clients. One such risk is that a significant client could: (i) undergo a formalized process to evaluate alternative providers for services we provide; (ii) terminate or fail to renew their contracts with us, in whole or in part for any reason; (iii) significantly reduce the number of customer accounts processed on our solutions, the price paid for our services, or the scope of services that we provide; or (iv) experience significant financial or operating difficulties. Any such development could have a material adverse effect on our financial position and results of operations and/or trading price of our common stock.

Our industry is highly competitive, and while we recently have succeeded in gaining customers at the expense of competitors and entered into a long term renewal with our second largest customer, there is no guarantee that this

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success will continue. It is possible that a competitor could increase its footprint and share of customers processed at our expense or a provider could develop their own internal solutions. While our clients may incur some costs in switching to our competitors or their own internally-developed solutions, they may do so for a variety of reasons, including: (i) price; (ii) if we do not provide satisfactory solutions; or (iii) if we do not maintain favorable relationships.

We May Not Be Successful in the Integration of Our Acquisitions.

As part of our growth strategy, we seek to acquire assets, technology, and businesses which will provide the technology and technical personnel to expedite our product development efforts, provide complementary solutions, or provide access to new markets and clients.

Our recent acquisition of Intec provides us with many opportunities and challenges. Intec represents an approximate 40% increase in revenue, adds approximately 1,500 employees, and gives us operations in 24 countries where we did not previously have operations. Integrating this many people, processes, and operations presents new risks to the business that must be managed carefully. If not, it could have a material impact on operations and cause results to differ significantly from expectations.

Acquisitions involve a number of risks and difficulties, including: (i) expansion into new markets and business ventures; (ii) the requirement to understand local business practices; (iii) the diversion of management’s attention to the assimilation of acquired operations and personnel; (iv) being bound by client or vendor contracts with unfavorable terms; and (v) potential adverse effects on a company’s operating results for various reasons, including, but not limited to, the following items: (a) the inability to achieve financial targets; (b) the inability to achieve certain operating goals and synergies; (c) costs incurred to exit current or acquired contracts or activities; (d) costs incurred to service any acquisition debt; and (e) the amortization or impairment of intangible assets.

Due to the multiple risks and difficulties associated with any acquisition, there can be no assurance that we will be successful in achieving our expected strategic, operating, and financial goals for any such acquisition.

Variability of Our Quarterly Revenues and Our Failure to Meet Revenue and Earnings Expectations Would Negatively Affect the Market Price for Our Common Stock.

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 transactions that may have been anticipated by management in any particular period;

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

• The inability to complete timely and successfully 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. 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 investment 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 of our common stock.

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The Delivery of Our Solutions is Dependent on a Variety of Computing Environments and Communications Networks Which May Not Be Available or May Be Subject to Security Attacks.

Our processing services are generally delivered through a variety of computing environments operated by us, which we will collectively refer to herein as “Systems.” We provide such computing environments through both outsourced arrangements, such as our current data processing arrangement with Infocrossing, 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 communications networks, which we will collectively refer to herein as “Networks.” Our solutions are generally considered to be mission critical customer management systems by our clients. As a result, our clients are highly dependent upon the high availability and uncompromised security of our Networks and Systems to conduct their business operations.

Our Networks and Systems are subject to the risk of an extended interruption or outage due to many factors such as: (i) planned changes to our Systems and Networks for such things as scheduled maintenance and technology upgrades, or migrations to other technologies, service providers, or physical location of hardware; (ii) human and machine error; (iii) acts of nature; and (iv) intentional, unauthorized attacks from computer “hackers.”

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. Allowing access to our Networks and Systems via the Internet has the potential to increase their vulnerability to unauthorized access and corruption, as well as increasing the dependency of our Systems’ reliability on the availability and performance of the Internet and end users’ infrastructure they obtain through other third party providers.

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 the negative effects of a disruption to our Networks or Systems. Further, our property and business interruption insurance may not adequately compensate us for losses that we incur as a result of such interruptions. Should our Networks or Systems: (i) experience an extended interruption or outage, (ii) have their security breached, or (iii) have their data lost, corrupted or otherwise compromised, 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. An information breach in our Systems or Networks and loss of confidential information such as credit card numbers and related information could have a longer and more significant impact on our business operations than a hardware-related failure. The loss of confidential information could result in losing the customers’ confidence, as well as imposition of fines and damages. Any of these events could have both an immediate, negative impact upon our financial position and our short-term revenue and profit expectations, as well as our long-term ability to attract and retain new clients.

The Occurrence or Perception of a Security Breach or Disclosure of Confidential Personally Identifiable Information Could Harm Our Business.

In providing processing services to our customers, we process, transmit, and store confidential and personally identifiable information, including social security numbers and financial and health information. Our treatment of such information is subject to contractual restrictions and federal, state, and foreign data privacy laws and regulations. While we take measures to protect against unauthorized access to such information and comply with these laws and regulations, these measures may be inadequate, and any failure on our part to protect the privacy of personally identifiable information or comply with data privacy laws and regulations may subject us to contractual liability and damages, loss of business, damages from individual claimants, fines, penalties, criminal prosecution, and unfavorable publicity. Even the mere perception of a security breach or inadvertent disclosure of personally identifiable information could inhibit market acceptance of our solutions. In addition, third party vendors that we engage to perform services for us may unintentionally release personally identifiable information or otherwise fail to comply with applicable laws and regulations. The occurrence of any of these events could have an adverse effect on our business, financial position, and results of operations.

We May Not Be Able to Respond to Rapid Technological Changes.

The market for customer interaction management solutions, such as customer care and billing solutions, is characterized by rapid changes in technology and is highly competitive with respect to the need for timely product

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innovations and new product introductions. As a result, we believe that our future success in sustaining and growing our revenues depends upon: (i) our ability to continuously adapt, modify, maintain, and operate our solutions to address the increasingly complex and evolving needs of our clients, without sacrificing the reliability or quality of the solutions; (ii) the integration of the Intec assets and its widely distributed, complex worldwide operations; and (iii) the integration of other acquired technologies such as rating, wholesale billing, customer intelligence with ACP, as well as creating an integrated suite of customer care and billing solutions, which are portable to new verticals such as utilities, healthcare, home security, financial services, and content distribution. In addition, the market is demanding that our solutions have greater architectural flexibility and interoperability, and that we are able to meet the demands for technological advancements to our solutions at a greater pace. Attempts to meet these demands subjects our R&D efforts to greater risks.

As a result, substantial R&D will be required to maintain the competitiveness of our solutions in the market. Technical problems may arise in developing, maintaining and operating our solutions as the complexities are increased. Development projects can be lengthy and costly, and may be subject to changing requirements, programming difficulties, a shortage of qualified personnel, and/or unforeseen factors which can result in delays. In addition, we may be responsible for the implementation of new solutions and/or the migration of clients to new solutions, and depending upon the specific solution, we may also be responsible for operations of the solution.

There is an inherent risk in the successful development, implementation, migration, and operations of our solutions as the technological complexities, and the pace at which we must deliver these solutions to market, continue to increase. The risk of making an error that causes significant operational disruption to a client, or results in incorrect customer or vendor billing calculations we perform on behalf of our clients, increases proportionately with the frequency and complexity of changes to our solutions and new delivery models. There can be no assurance: (i) of continued market acceptance of our solutions; (ii) that we will be successful in the development of enhancements or new solutions that respond to technological advances or changing client needs at the pace the market demands; or (iii) that we will be successful in supporting the implementation, migration and/or operations of enhancements or new solutions.

Our International Operations Subject Us to Additional Risks.

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

• Difficulties with product development meeting local requirements;

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

• Difficulties in staffing and managing foreign operations;

• Longer sales cycles for new contracts;

• 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;

• Trade barriers;

• Difficulties in complying with varied legal and regulatory requirements across jurisdictions;

• Reduced protection for intellectual property rights in some countries;

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

• Political instability and threats of terrorism; 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.

One or more of these factors could have a material adverse effect on our international operations, which could adversely impact our results of operations and financial position.

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Our Use of Open Source Software May Subject Us to Certain Intellectual Property-Related Claims or Require Us to Re-Engineer Our Software, Which Could Harm Our Business.

We use open source software in connection with our solutions, processes, and technology. Companies that use or incorporate open source software into their products have, from time to time, faced claims challenging their use, ownership and/or licensing rights associated with that open source software. As a result, we could be subject to suits by parties claiming certain rights to what we believe to be open source software. Some open source software licenses require users who distribute open source software as part of their software to publicly disclose all or part of the source code in their software and make any derivative works of the open source code available on unfavorable terms or at no cost. In addition to risks related to license requirements, use of open source software can lead to greater risks than use of third party commercial software, as open source licensors generally do not provide warranties, support, or controls with respect to origin of the software. While we take measures to protect our use of open source software in our solutions, open source license terms may be ambiguous, and many of the risks associated with usage of open source software cannot be eliminated. If we were found to have inappropriately used open source software, we may be required to release our proprietary source code, re-engineer our software, discontinue the sale of certain solutions in the event re-engineering cannot be accomplished on a timely basis, or take other remedial action that may divert resources away from our development efforts, any of which could adversely affect our business, financial position, and results of operations.

The Current Macroeconomic Environment Could Adversely Impact Our Business.

Over the past few years, major economies where we operate have experienced significant economic stress and difficulties within the financial and credit markets. The timing, duration, and degree of an economic turnaround are uncertain and thus, these adverse economic conditions may continue into the foreseeable future. The possible adverse impacts to companies during these times include a reduction in revenues, decreasing profits and cash flows, distressed or default debt conditions, and/or difficulties in obtaining necessary operating capital. All companies are likely to be impacted by the current economic downturn to a certain degree, including CSG, our clients, and/or key vendors in our supply chain. There can be no assurances regarding the performance of our business, and the potential impact to our clients and key vendors, resulting from the current economic conditions.

A Reduction in Demand for Our Key Customer Care and Billing Solutions Could Have a Material Adverse Effect on Our Financial Position and Results of Operations.

Historically, a substantial percentage of our total revenues have been generated from our core outsourced processing product, ACP, and related solutions. These solutions are expected to continue to provide a large percentage of our total revenues in the foreseeable future. Any significant reduction in demand for ACP and related solutions could have a material adverse effect on our financial position and results of operations. Likewise, a large percentage of revenues derived from the Intec business have been derived from wholesale billing, retail billing and mediation products which are typically associated with large implementation projects. A sudden downward shift in demand for these products or for our professional services engagements for these products could have a material adverse effect on our financial position and results of operations.

We May Not Be Able to Efficiently and Effectively Implement New Solutions or Convert Clients onto Our Solutions.

Our continued growth plans include the implementation of new solutions, as well as converting both new and existing clients to our solutions. Such implementations or conversions, whether they involve new solutions or new customers, have become increasingly more difficult because of the sophistication, complexity, and interdependencies of the various computing and network environments impacted, combined with the increasing complexity of the underlying business processes. In addition, the complexity of the implementation work increases when the arrangement includes additional vendors participating in the overall project, including, but not limited to, prime and subcontractor relationships with our company. For these reasons, there is a risk that we may experience delays or unexpected costs associated with a particular implementation or conversion, and our inability to complete implementation or conversion projects in an efficient and effective manner could have a material adverse effect on our results of operations.

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Our Business is Dependent Upon the Economic and Market Condition of the Global Communications Industry.

Since the majority of our clients operate within this industry sector, the economic state of this industry directly impacts our business. The global communications industry has undergone significant fluctuations in growth rates and capital investment cycles in the past decade. Current economic indices suggest a slow stabilization of the industry, but it is impossible to predict whether this stabilization will persist or be subject to future instability. In addition, consolidation amongst providers continues as service providers look for ways to expand their markets and increase their revenues.

Continued consolidation, a significant retrenchment in investment by communications providers, or even a material slowing in growth (whether caused by economic, competitive or consolidation factors) could cause delays or cancellations of sales and services currently included in our forecasts. This could cause us to either fall short of revenue expectations or have a cost model that is misaligned with revenues, either or both of which could have a material adverse effect on operations and financial results.

More specific, approximately 60% of our future revenues are expected to be generated from our North American cable and DBS operations. These clients operate in a highly competitive environment. Competitors range from traditional wireline and wireless providers to new entrants like new content aggregators such as Hulu, YouTube, and Netflix. Should these competitors be successful in their video strategies, it could threaten our clients’ market share, and thus our source of revenues, as generally speaking these companies do not use our core solutions and there can be no assurance that new entrants will become our clients. In addition, demand for spectrum, network bandwidth and content continues to increase and any changes in the regulatory environment could have a significant impact to not only our clients’ businesses, but in our ability to help our clients be successful.

We Face Significant Competition in Our Industry.

The market for our solutions is highly competitive. We directly compete with both independent providers and in-house solutions 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 domestic and international operations. There can be no assurance that we will be able to compete successfully with our existing competitors or with new competitors.

Failure to Protect Our Intellectual Property Rights or Claims by Others That We Infringe Their Intellectual Property Rights Could Substantially Harm Our Business, Financial Position and Results of Operations.

We rely on a combination of trade secret, copyright, trademark, and patent laws in the United States and similar laws in other countries, and non-disclosure, confidentiality, and other types of contractual arrangements to establish, maintain, and enforce our intellectual property rights in our solutions. Despite these measures, any of our intellectual property rights could be challenged, invalidated, circumvented, or misappropriated. Further, our contractual arrangements may not effectively prevent disclosure of our confidential information or provide an adequate remedy in the event of unauthorized disclosure of our confidential information. Others may independently discover trade secrets and proprietary information, and in such cases we could not assert any trade secret rights against such parties. Costly and time consuming litigation could be necessary to enforce and determine the scope of our proprietary rights, and failure to obtain or maintain trade secret protection could adversely affect our competitive business position. In addition, the laws of certain countries do not protect proprietary rights to the same extent as the laws of the United States. Therefore, in certain jurisdictions, we may be unable to protect our proprietary technology adequately against unauthorized third party copying or use, which could adversely affect our competitive position.

31

Although we hold a limited number of patents and patent applications on some of our newer solutions, we do not rely upon patents as a primary means of protecting our rights in our intellectual property. In any event, there can be no assurance that our patent applications will be approved, that any issued patents will adequately protect our intellectual property, or that such patents will not be challenged by third parties. Also, much of our business and many of our solutions rely on key technologies developed or licensed by third parties, and we may not be able to obtain or continue to obtain licenses and technologies from these third parties at all or on reasonable terms.

Finally, third parties may claim that we, our customers, licensees or other parties indemnified by us are infringing upon their intellectual property rights. Even if we believe that such claims are without merit, they can be time consuming and costly to defend and distract management’s and technical staff’s attention and resources. Claims of intellectual property infringement also might require us to redesign affected solutions, enter into costly settlement or license agreements or pay costly damage awards, or face a temporary or permanent injunction prohibiting us from marketing or selling certain of our solutions. Even if we have an agreement to indemnify us against such costs, the indemnifying party may be unable to uphold its contractual obligations. If we cannot or do not license the infringed technology on reasonable pricing terms or at all, or substitute similar technology from another source, our business, financial position, and results of operations could be adversely impacted. Our failure to adequately establish, maintain, and protect our intellectual property rights could have a material adverse impact on our business, financial position, and results of operations.

Client Bankruptcies Could Adversely Affect Our Business.

In the past, certain of our clients have filed for bankruptcy protection. As a result of the current economic conditions and the additional financial stress this may place on companies, the risk of client bankruptcies is significantly heightened. Companies involved in bankruptcy proceedings pose greater financial risks to us, consisting principally of the following: (i) a financial loss related to possible claims of preferential payments for certain amounts paid to us prior to the bankruptcy filing date, as well as increased risk of collection for accounts receivable, particularly those accounts receivable that relate to periods prior to the bankruptcy filing date; and/or (ii) the possibility of a contract being unilaterally rejected as part of the bankruptcy proceedings, or a client in bankruptcy may attempt to renegotiate more favorable terms as a result of their deteriorated financial condition, thus, negatively impacting our rights to future revenues subsequent to the bankruptcy filing. We consider these risks in assessing our revenue recognition and our ability to collect accounts receivable related to our clients that have filed for bankruptcy protection, and for those clients that are seriously threatened with a possible bankruptcy filing. We establish accounting reserves for our estimated exposure on these items which can materially impact the results of our operations in the period such reserves are established. There can be no assurance that our accounting reserves related to this exposure will be adequate. Should any of the factors considered in determining the adequacy of the overall reserves change adversely, an adjustment to the accounting reserves may be necessary. Because of the potential significance of this exposure, such an adjustment could be material.

We May Incur Material Restructuring Charges in the Future.

In the past, we have recorded restructuring charges related to involuntary employee terminations, various facility abandonments, and various other restructuring activities. We continually evaluate ways to reduce our operating expenses through new restructuring opportunities, including more effective utilization of our assets, workforce, and operating facilities. As a result, there is a risk, which is increased during economic downturns and with expanded global operations, that we may incur material restructuring charges in the future.

Substantial Impairment of Goodwill and Other Long-lived Assets in the Future May Be Possible.

As a result of various acquisitions and the growth of our company over the last several years, we have approximately $199 million of goodwill, and $194 million of long-lived assets other than goodwill (principally, property and equipment, software, and client contracts). These long-lived assets are subject to ongoing assessment of possible impairment summarized as follows:

• Goodwill is required to be tested for impairment on an annual basis. We have elected to do our annual test for possible impairment as of July 31 of each year. In addition to this annual requirement, goodwill is required to be evaluated for possible impairment on a periodic basis (e.g., quarterly) if events occur or circumstances change that could indicate a possible impairment may have occurred.

32

• Long-lived assets other than goodwill are required to be evaluated for possible impairment whenever events or changes in circumstances indicate that the carrying amount of these assets may not be recoverable.

We utilize cash flow models as the primary basis to estimate the fair value amounts used in our goodwill and other long-lived asset impairment valuations. Our estimates of fair value are based upon various key modeling assumptions such as: (i) projected future sales, which include assumptions around market penetration and growth, and the success of any new product and service offerings; (ii) the profitability of future operations; and (iii) the appropriate discount rate. If we do not achieve our near-term or long-term financial or operating goals for a variety of reasons (e.g., a significant adverse change in the legal environment or in the business climate, unanticipated or increased competition, an unexpected change in strategic direction towards product solutions, or target markets, and/or loss of key personnel), it may require us to modify our assumptions in future periods such that the estimated fair value of one or more of our long-lived assets is materially changed, which may result in an impairment loss. If an impairment was to be recorded in the future, it would likely materially impact our results of operations in the period such impairment is recognized, but such an impairment charge would be a non-cash expense, and therefore would have no impact on our cash flows, or on the financial position of our company.

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, professional services, and operational personnel. 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 R&D, professional services, and technical support. Competition for qualified personnel at times can be intense, particularly in the areas of R&D, conversions, software implementations, and technical support. This risk is heightened with a widely dispersed customer base and employee populations. 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.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

The following table presents information with respect to purchases of company common stock made during the first quarter of 2011 by CSG Systems International, Inc. or any “affiliated purchaser” of CSG Systems International, Inc., as defined in Rule 10b-18(a)(3) under the Exchange Act.

Period	Total Number of Shares Purchased1		Average Price Paid Per Share		Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs		Maximum Number (or Approximate Dollar Value) of Shares that May Yet Be Purchased Under the Plan or Programs
January 1 – January 31		1,017	$	18.99		—		4,204,096
February 1 – February 28		159,608		19.86		—		4,204,096
March 1 – March 31		42,756		19.60		—		4,204,096
Total		203,381	$	19.80		—

¹ The total number of shares purchased that are not part of the Stock Repurchase Program represents shares purchased and cancelled in connection with stock incentive plans.

33

Item 3. Defaults Upon Senior Securities

None

Item 4. (Removed and Reserved)

None

Item 5. Other Information

None

Item 6. Exhibits

The Exhibits filed or incorporated by reference herewith are as specified in the Exhibit Index.

34

SIGNATURES

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

Dated: May 9, 2011

CSG SYSTEMS INTERNATIONAL, INC.

/s/ Peter E. Kalan

Peter E. Kalan

Chief Executive Officer and President

(Principal Executive Officer)

/s/ Randy R. Wiese

Randy R. Wiese

Executive Vice President, Chief Financial Officer, and

Chief Accounting Officer

(Principal Financial Officer and Principal Accounting

Officer)

35

CSG SYSTEMS INTERNATIONAL, INC.

INDEX TO EXHIBITS

Exhibit Number	Description
10.21B*	Sixth Amendment to the Restated and Amended CSG Master Subscriber Management System Agreement Between CSG Systems, Inc. and Comcast Cable Communications Management, LLC
10.23C*	Tenth Amendment to the CSG Master Subscriber Management System Agreement Between CSG Systems, Inc. and DISH Network, L.L.C.
10.52	Restated Employment Agreement with Michael J. Henderson, dated March 16, 2011
10.82	Forms of Agreement for Equity Compensation
31.01	Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.02	Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.01	Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

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

36

EX-10.21(B)

EXHIBIT 10.21B

Pages where confidential treatment has been requested are stamped “Confidential Treatment Requested and

the Redacted Material has been separately filed with the Commission,” and places where information has

been redacted have been marked with (***).

SIXTH AMENDMENT

TO THE

RESTATED AND AMENDED

CSG MASTER SUBSCRIBER MANAGEMENT SYSTEM AGREEMENT

BETWEEN

csg SYSTEMS, INC.

AND

COMCAST CABLE COMMUNICATIONS MANAGEMENT, LLC

This SIXTH AMENDMENT (the “Amendment”) is made by and between CSG Systems, Inc. (“CSG”) and Comcast Cable Communications Management, LLC (“Customer”). The Effective Date of this Amendment is the date last signed below. CSG and Customer entered into a certain Restated and Amended CSG Master Subscriber Management System Agreement (CSG document #*******) dated July *, **** (the “Agreement”) and now desire to amend the Agreement in accordance with the terms and conditions set forth in this Amendment. If the terms and conditions set forth in this Amendment shall be in conflict with the Agreement, the terms and conditions of this Amendment shall control. Any terms in initial capital letters or all capital letters used as a defined term but not defined in this Amendment shall have the meaning set forth in the Agreement. Upon execution of this Amendment by the parties, any subsequent reference to the Agreement between the parties shall mean the Agreement as amended by this Amendment. Except as amended by this Amendment, the terms and conditions set forth in the Agreement shall continue in full force and effect according to their terms.

CSG and Customer agree to the following as of the Effective Date:

*. Exhibit B-* of the Agreement entitled “Enterprise Products,” shall be amended by deleting the description for CSG Workforce Express® Global Positioning System (WFX GPS) in its entirety under the “Product Descriptions” header and replacing the description with the following:

CSG Workforce Express® Global Positioning System (WFX GPS). CSG WFX GPS provides the location of a technician in relationship to jobs in real-time on a routing and dispatch map for those customers who have purchased Workforce Management®. Also included is real-time report of stops and details of each collected global positioning point. The solution is easy to set-up, deploy and requires no additional training of your workforce to utilize. CSG WFX GPS is supported on designated hand held devices as well as vehicle mounted black boxes.

*. Schedule B-* of the Agreement shall be further amended to add the description for CSG Workforce Express® (WFX) Global Positioning System via Gateway and the following description shall be added under the “Product Descriptions” header.

“CSG Workforce Express® (“WFX”) Global Positioning System (GPS) Service via Gateway: The CSG WFX GPS Service via Gateway populates and displays vehicle location and status data on the CSG Workforce Management® application’s Routing and Dispatch system. Customer will select and retain one or more CSG-certified third party GPS vendors (“GPS Vendor”) to provide GPS data over an interface established and maintained by the GPS Vendor (“GPS Interface”) to CSG’s WFX; all fees and expenses charged by such GPS Vendor to Customer shall be payable by Customer and CSG shall have no liability or obligation. The GPS data is transmitted by such GPS Vendor over the GPS Interface at an update interval determined between Customer and the GPS Vendor, but generally between one (*) and five (*) minutes. GPS data transmitted by the GPS Vendor over the GPS Interface integrates with WFX mapping functionality to provide real-time location information of Customer’s service vehicles relative to scheduled jobs. Customer hereby acknowledges that:

(a) The GPS Vendor is restricted to sending only GPS data certified for use within the specifications of the GPS Interface. Use of additional GPS data, vehicle-related data or other data shall require further discussion and analysis among CSG, Customer and the GPS Vendor and shall be set forth in schedules, exhibits or addenda to this Agreement as may be made by the parties from time to time;

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

(b) CSG’s certification of the GPS Vendor’s GPS data integration into WFX does not warrant the operational reliability and/or data integrity of the GPS Vendor’s GPS system;

(c) The GPS Vendor is responsible for obtaining and maintaining its certification status with CSG and CSG shall not be liable to Customer for any delay, interruption or failure by the GPS Vendor to perform under any agreements between Customer and the GPS Vendor as a result of the GPS Vendor’s failure to obtain or maintain its certification status with CSG and CSG agrees to provide no less than forty-five (**) days prior notice of decertification of a Customer selected GPS Vendor; and

(d) CSG shall not be liable to Customer for any delay, interruption or failure by the GPS Vendor to perform under any agreements between Customer and the GPS Vendor as a result of the termination or expiration of any contract between CSG and the GPS Vendor with respect to the Interface and CSG agrees to provide no less than forty-five (**) days prior notice of termination or expiration of a certification agreement with a Customer selected GPS Vendor.

3. CSG and Customer desire to amend Schedule F of the Agreement to provide ****** ******* for CSG’s WFX GPS product for handheld devices, pricing for CSG’s WFX GPS for truck mounted devices, and CSG WFX GPS Service via Gateway. Therefore, Schedule F, CSG Products, Section I.A entitled “Product installation and other associated products,” Subsection *.g, Workforce Management, Global Positioning S*stem (GPS), is deleted in its entirety and replaced with the following:

Description of Item/Unit of Measure	Frequency		Fee
8.      Workforce Management
g)      GPS (handheld devices)
•      *************** (**********)		*******	$	*	*.**
•      *** ** *,*** ***** (*** **********)		*******	$	*	*.**
•      *,*** *** ******* ***** (*** **********)		*******	$	*	*.**
h) CSG Workforce Express Vehicle Mounted GPS System Via Gateway (Note 8) (Note *)
•      GPS System Service Fee via Gateway (*** ****) (******)
•      * * *,*** *****		*******	$	*	*.**
•      *,*** * *,*** *****		*******	$	*.	**
•      *,****– **,*** *****		*******	$	*.	**
•      **,**** *****		*******	$	*.	**

Note *: Requires implementation and active operation of vehicle mounted GPS units from third-party vendor who is certified to utilize CSG’s WFX GPS.

Note *: The number of Devices shall be determined as *** ***** ****** ** ****** ******* **** **** **** ******* ** WFX and the WFX server has received GPS data from that device ****** *** ***** ****** ******** **** *** ***** *** ** *** ***** ***** ******* *** ***** **** ** *** ***** **** (the “GPS Total Usage”).

Note **: All implementation and associated fees shall be set forth in a mutually agreed upon Statement of Work.

IN WITNESS WHEREOF the parties hereto have caused this Amendment to be executed by their duly authorized representatives.

COMCAST CABLE COMMUNICATIONS MANAGEMENT, LLC (“CUSTOMER”)
By:	/s/ Andrew Baer
Name:	Andrew Baer
Title:	SVP & CIO

CSG SYSTEMS, INC. (“CSG”)
By:	/s/ Joseph T. Ruble
Name:	Joseph T. Ruble
Title:	EVP, CAO & General Counsel

2 / 3

CONFIDENTIAL AND PROPRIETARY INFORMATION - FOR USE BY AUTHORIZED EMPLOYEES FOR THE PARTIES

HERETO ONLY AND IS NOT FOR GENERAL DISTRIBUTION WITHIN OR OUTSIDE THEIR RESPECTIVE COMPANIES

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

Date: */**/** Date: *-*-**

3 / 3

CONFIDENTIAL AND PROPRIETARY INFORMATION - FOR USE BY AUTHORIZED EMPLOYEES FOR THE PARTIES

HERETO ONLY AND IS NOT FOR GENERAL DISTRIBUTION WITHIN OR OUTSIDE THEIR RESPECTIVE COMPANIES

EX-10.23(C)

Pages where confidential treatment has been requested are stamped “Confidential Treatment Requested and

the Redacted Material has been separately filed with the Commission,” and places where information has

been redacted have been marked with (***).

EXHIBIT 10.23C

TENTH AMENDMENT

TO THE

CSG MASTER SUBSCRIBER MANAGEMENT SYSTEM AGREEMENT

BETWEEN

CSG SYSTEMS, INC.

AND

DISH NETWORK, L.L.C.

This TENTH AMENDMENT TO THE CSG MASTER SUBSCRIBER MANAGEMENT SYSTEM AGREEMENT BETWEEN CSG SYSTEMS, INC. AND DISH NETWORK, L.L.C. (this “Amendment”) entered into and made effective as of January 14, 2011 is made by and between CSG Systems, Inc., a Delaware corporation (“CSG”) and DISH Network, L.L.C. a Colorado limited liability company (“Customer”). CSG and Customer entered into a certain CSG Master Subscriber Management System Agreement (Document #2301656) dated effective as of January 1, 2010 (the “Agreement”), and Customer and CSG now desire to amend the Agreement to, among other things, amend and restate the terms of the Third Amendment to the Agreement made effective as of March 25, 2010 (the “Third Amendment”), including, but not limited to, the terms of the Extended Agreement Option. If the terms and conditions set forth in this Amendment shall be in conflict with the Agreement, as amended, the terms and conditions of this Amendment shall control. Any terms in initial capital letters or all capital letters used as a defined term but not defined in this Amendment shall have the meaning set forth in the Agreement. Upon the effectiveness of this Amendment, any subsequent reference to the Agreement between the parties shall mean the Agreement as amended by this Amendment.

WHEREAS, the parties entered into the Third Amendment to, among other things, establish the terms of the Extended Agreement Option pursuant to Section 18(d) of the Agreement;

WHEREAS, the parties desire to amend and restate the terms of the Third Amendment and the Extended Agreement Option as set forth in this Amendment;

NOW THEREFORE, in consideration of these premises and the mutual undertakings set forth in the Agreement and in this Amendment and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Third Amendment is hereby amended and rested in its entirely in the form set forth in Exhibit A to this Amendment.

IN WITNESS WHEREOF the parties hereto have caused this Amendment to be executed by their duly authorized representatives.

DISH NETWORK, L.L.C. (“CUSTOMER”)		CSG SYSTEMS, INC. (“CSG”)
By:	/s/ Michael McClaskey	By:	/s/ Joseph T. Ruble
Name:	Michael McClaskey	Name:	Joseph T. Ruble
Title:	CIO	Title:	General Counsel
Date:	1-15-11	Date:	1-15-11

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

EXHIBIT A

[see attached]

2

CONFIDENTIAL AND PROPRIETARY INFORMATION - FOR USE BY AUTHORIZED EMPLOYEES OF THE PARTIES HERETO ONLY AND IS NOT FOR GENERAL DISTRIBUTION WITHIN OR OUTSIDE THEIR RESPECTIVE COMPANIES

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

AMENDED AND RESTATED THIRD AMENDMENT

TO THE

CSG MASTER SUBSCRIBER MANAGEMENT SYSTEM AGREEMENT

BETWEEN

CSG SYSTEMS, INC.

AND

DISH NETWORK, L.L.C.

This AMENDED AND RESTATED THIRD AMENDMENT TO THE CSG MASTER SUBSCRIBER MANAGEMENT SYSTEM AGREEMENT BETWEEN CSG SYSTEMS, INC. AND DISH NETWORK, L.L.C. (this “Amendment”) entered into and made effective as of January 14, 2011 is made by and between CSG Systems, Inc., a Delaware corporation (“CSG”) and DISH Network, L.L.C. a Colorado limited liability company (“Customer”). CSG and Customer entered into a certain CSG Master Subscriber Management System Agreement (Document #2301656) dated effective as of January 1, 2010 (the “Agreement”). If the terms and conditions set forth in this Amendment shall be in conflict with the Agreement, as amended, the terms and conditions of this Amendment shall control. Any terms in initial capital letters or all capital letters used as a defined term but not defined in this Amendment shall have the meaning set forth in the Agreement. Upon the effectiveness of this Amendment, any subsequent reference to the Agreement between the parties shall mean the Agreement as amended by this Amendment.

WHEREAS, under Section 18(d) of the Agreement, the parties have agreed to negotiate in good faith to provide Customer the Extended Agreement Option;

WHEREAS, this Amendment amends and restates in its entirety the Third Amendment to the Agreement entered into and made effective as of March 25, 2010 by and between the parties;

WHEREAS, the parties have agreed that the Extended Agreement Option shall be in the form and have the terms set forth in this Amendment;

NOW THEREFORE, in consideration of the mutual promises set forth in the Agreement and in this Amendment, CSG and Customer agree as follows:

1. Section 18(d) of the Agreement shall be deleted in its entirety and replaced with the following:

(d) Extended Option. Customer shall have the option (“Extended Agreement Option”), exercisable on or prior to April 30, 2011 to extend the Processing Term and Print and Mail Term for an additional period through December 31, 2017 (the “Extended Term”) and to amend this Agreement pursuant to the terms of the amendment set forth in Schedule L (the “Extended Agreement Option Amendment”). In addition, as more fully set forth in Schedule L, Customer shall have the right and option, but not the obligation, to further extend each of the Print and Mail Term and the Processing Term for two (2) additional terms of two (2) years (the “Renewal Terms”), provided that this Agreement is in full force and effect immediately prior to the date of the commencement of each Renewal Term. Customer agrees to use commercially reasonable efforts to provide CSG with no less than *****-**** **** **** prior written notice of its intent to exercise the Extended Agreement Option Amendment. ** *** ***** ******** **** *** ******* *** ********* ****** ** ***** *** ****** ** ****** ********’* ***** ** ******** *** ******** ********* ******. Customer may exercise the

3

CONFIDENTIAL AND PROPRIETARY INFORMATION - FOR USE BY AUTHORIZED EMPLOYEES OF THE PARTIES HERETO ONLY AND IS NOT FOR GENERAL DISTRIBUTION WITHIN OR OUTSIDE THEIR RESPECTIVE COMPANIES

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

Extended Agreement Option by executing and delivering to CSG the Extended Agreement Option Amendment in the form attached hereto as Schedule L. For the avoidance of doubt, the parties agree that the Extended Agreement Option Amendment shall not become effective until a version executed by Customer is delivered to CSG. Upon receiving the Extended Agreement Option Amendment executed by Customer, CSG shall execute such amendment and return a fully executed original to Customer; provided, however, that the parties agree that CSG’s execution shall not be required for such amendment to become effective.

2. Schedule L of the Agreement is deleted in its entirety and replaced with the Schedule L attached hereto as Attachment A.

3. The following language shall be inserted after the third “whereas” clause in the introductory language to the Agreement:

WHEREAS, the Customer and CSG have agreed to amend this Agreement in accordance with the Amended and Restated Third Amendment to the CSG Master Subscriber Management System Agreement Between CSG Systems, Inc. and Dish Network, L.L.C. (the “Amendment”).

4. Development Pursuant to Custom Roadmap:

(a) ** ** ************ *** ****** **** ***** ** *** **** ** **** ********* *** ******* **** ****** ******** ** ******* * ****** ******* **** “****** *******”* *** *** ********* ** *** ********** ******** **** ***’* *** ******** ** ***’* *** ******** **** “******** *********”*. *** ****** ******* ** ** **** ********* ************ **** *** ********* *** ** ******** ****** ** ********** *. *** ****** ******* **** *****, ***** ***** ******, *** ******** ***********, ************** *** ***** **** *“****** ******* *********** ****”*, *** ****** ** *** *********-***** *“****** ******* *********** *****”*, *** ********* ***** ******* ** ******** *“****** ******* *********** *****”* **** ***** ** ******** ** ********** **** ********* *** *** ******* ********.

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(c) ** ** ************ *** ****** **** *** ***** *** ***** ** *** ****** *******, *********, *** *** ******* **, *** ****** ******* *********** ***** *** ******

4

CONFIDENTIAL AND PROPRIETARY INFORMATION - FOR USE BY AUTHORIZED EMPLOYEES OF THE PARTIES HERETO ONLY AND IS NOT FOR GENERAL DISTRIBUTION WITHIN OR OUTSIDE THEIR RESPECTIVE COMPANIES

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

******* *********** *****, *** ***** ** ******* *********** ********* *** *********** ** *** *** ********, ********’* ******** ********** *********** *** *** ****** *** ***** ** *** **** *“****** ******* ***********”), ***** *********** *** *** ***** ** *** ****** *******.

(d) ** ** ******* ************ *** ****** **** *** *** *********** ** *** *** ********, *** *********** ** ********’* ******** ********** *********** *** *** ****** *** ***** ** *** **** *** ****** **** **** ** **** ********* *** **** ** **** ********* ** *** ******** ****** ** ********’* *** ***’* **********, *** **** **** **** ******* *** ****** *** ***** ** *** ****** ******* *********** **** *** ********* *** ****** ******* *********** ***** *** ****** ******* *********** *****. *** ******* ********* ***** **** ********* ** *** ********* ****, ***** ********* *************** ***** **** ** * **** *** ***** ******** ****** ****, *** ** **** ********** **** **** ***** ***** ******, ** ********, ***** ***** ******, *** ******* ** *** ****** ******* **** *** ********* ** ******* ******* ** *** ****** ******* ***********, *********, *** *** ******* **, *** ********* ******* ** *** *********** ** *** ****** ******* *********** ****, ****** ******* *********** *****, *** ****** ******* *********** ***** *************, “****** ******* *******”*. **, ********* *** **** *******, **** *************** ** ****** ***** ********** **** **** ****** ******* ******* *** ************ *********, ****, ****** * ********** ****** ********* **** *******, **** *************** ***** ******* ******* * ******* ******** ** “****** ******* ****** ********”* **** ***** ********* ***** *** **** ****** ******* *******. *** *** ********* ** *****, ****** ******* *********** ***** ***** ******* *** *********-***** ******** ***** ** *** ******** ****** ****.

(e) **** ****** ******* ****** ******** ***** ** ******** ** *** ******** ******** ********* *** **** ******’* *********** ** ***, ***** ***** ** ** ********* ******* ** *** **** *** ********* ** ******* ********** ** **** ********* **** “*** ******** *********”, *** ******** **** *** ******** ******** *********, *** “******** **********”*. ** *** ******** ********** *****, ***** ********* ***** *** ** ************ ********, **** *** ****** ******* ******* ******** ** *** ****** ******* ****** ******** ****** ** ****, ** **** ***** ****** ******* ******* ****** ** ****, **** **** ******* ***** ** ********* ** ** ********* ** *** ****** *******, ***** ********* ***** ** ******** ** *** *******. ** *** ***** **** *** ******* ** *** ***** ** ******** ******, ****** ***** *** ******* *** ********** ******* ******** ** ******* ** ******** “**********”. ** *** ***** *** ********** ******* ** **** *** *** ******* ** *********** *** **** *** ** ********* ** * ****** ** * ****** ******* ****** ********, *** ********** ******* ***** ** ********* ** ***** **** ****** **** **** **** *** ************. ****** *** ******* *** ** **** ** ***** ********* ***** ********** *** ********** ******* ******** ** *** *********, *** ******* ***** ***** **** ** ********* ********* *** ************ ** *** ****** ******* ****** ********, ******** ** ***** *** ***** ******* *** ******** *** ******* *** ******** ** ***** ***** ******** ********** ******* *** *** ******* ***** ** *** *** *** ********** ********* **** **** *** ********* ** *** ***** ** *** ****** ******* ****** ********, ***** **** ** ********* *** ************, *** *** ***** *** ******* ***** **** ************** ** *******:

**** *    ** ** ****,*** *** ***** ** ****** *********** *** *** ****;

5

CONFIDENTIAL AND PROPRIETARY INFORMATION - FOR USE BY AUTHORIZED EMPLOYEES OF THE PARTIES HERETO ONLY AND IS NOT FOR GENERAL DISTRIBUTION WITHIN OR OUTSIDE THEIR RESPECTIVE COMPANIES

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

**** *    ****,*** ** **,***,*** *** ********** ******* ***** **** ***, *** ******* ***** ***** *** **** ******; ***

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

** *** ** *******, ** *** ******* ****** ******* * ****** ******* ****** ******** *** **.* ******* ** **** ****** ** **** *** *** ********** *******, **** *** ******* **** ** ******* ** *******: *** ************** *** *** ***** ****,*** ***** ** ***** ** ***; **** ************** *** *** **** ** ******* ***** ** ***** ****** ******* *** *** ********; *** ***** *** **** ****,*** ** ** **** ** ********; ***** **** *******, ***** ****** *** ***** **** ***** ***** ** *********** ***** ** ** *******. *** ********** **** ******** ******** ** **** ****** ******* ****** ******** **** ** **** ** ********. ** *** ***** **** *** ******* ****** ***** ********* ***** ********** *** ********** ******* ******** ** *** ********* *** ******* ****** ******* ****** ********, *** ******* ***** **** ***** ******* ******** ** **** *********, ****** ***’* ** ******* ********** ***** **** ******* *** *** ********** **** ***. *************** *** ********* ********, ** ** ********** ** ******** **** ***’* ********** ********* ************** ***** **** ******* *** ******* *** **** ** **** ********* ***** ** **,***,*** **** ******* *.*. ********.

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

(f) ** ** ** ******* *, ****, ******* **** ******** **** ******* ** *** *********** ** *** *** ********, ********’* ******** ********** *********** *** *** ****** *** ***** ** *** **** *** **** ******* **** *** **** ********* ** *** ********* ** **** ********* ** *** ****** ******* ******** ** ********** *** ** **** ******* *, **** *** ******** ** ****** ******* ***** **** ********* ** **** *********** *** ******* ***** ** ****** ** ******** ******** ** *** ********** **** *** *** ***** *** ***** ** ******** * ** ** ********* ****** ******* *** ******* ******** ** * ********* ** **** ** *********. ******** ************ **** ********** ******* ***** ****** ** ********* ** ******** ********* ** *** ****** ******* ********** ****** ** ** *** *******.

5. Except as amended by this Amendment, the terms and conditions set forth in the Agreement shall continue in full force and effect according to their terms.

6

CONFIDENTIAL AND PROPRIETARY INFORMATION - FOR USE BY AUTHORIZED EMPLOYEES OF THE PARTIES HERETO ONLY AND IS NOT FOR GENERAL DISTRIBUTION WITHIN OR OUTSIDE THEIR RESPECTIVE COMPANIES

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

IN WITNESS WHEREOF the parties hereto have caused this Amendment to be executed by their duly authorized representatives.

DISH NETWORK, L.L.C. (“CUSTOMER”)		CSG SYSTEMS, INC. (“CSG”)
By:	/s/ Michael McClaskey	By:	/s/ Joseph T. Ruble
Name:	Michael McClaskey	Name:	Joseph T. Ruble
Title:	1-15-11	Title:	1-15-11

7

CONFIDENTIAL AND PROPRIETARY INFORMATION - FOR USE BY AUTHORIZED EMPLOYEES OF THE PARTIES HERETO ONLY AND IS NOT FOR GENERAL DISTRIBUTION WITHIN OR OUTSIDE THEIR RESPECTIVE COMPANIES

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

ATTACHMENT A

TO

THE AMENDED AND RESTATED THIRD AMENDMENT TO THE CSG MaSTER

SUBSCRIBER MANAGEMENT SYSTEM AGREEMENT BETWEEN

CSG SYSTEMS, INC. AND DISH NETWORK, L.L.C.

SCHEDULE L

EXTENDED AGREEMENT OPTION AMENDMENT

TO THE

CSG MaSTER SUBSCRIBER MANAGEMENT SYSTEM AGREEMENT

BETWEEN

CSG SYSTEMS, INC.

AND

DISH NETWORK, L.L.C.

This EXTENDED AGREEMENT OPTION AMENDMENT (this “Amendment”) is entered into and made effective as of January 14, 2011 by and between CSG Systems, Inc., a Delaware corporation (“CSG”) and DISH Network, L.L.C. a Colorado limited liability company (“Customer”). CSG and Customer entered into a certain CSG Master Subscriber Management System Agreement (Document #2301656) dated effective as of January 1, 2010 (the “Agreement”), and Customer now desires to exercise its Extended Agreement Option (as defined in the Agreement) in accordance with the Agreement. The effective date of this Amendment (the “Extended Option Date”) shall be the date on which this Amendment is executed by Customer and delivered to CSG in accordance with the terms and conditions of the Agreement. Upon receiving this Amendment, CSG shall execute it and return a fully executed original to Customer; provided, however, that CSG’s execution shall not be required for this Amendment to become effective. If the terms and conditions set forth in this Amendment shall be in conflict with the Agreement, the terms and conditions of this Amendment shall control. Any terms in initial capital letters or all capital letters used as a defined term but not defined in this Amendment shall have the meaning set forth in the Agreement. Upon the effectiveness of this Amendment, any subsequent reference to the Agreement between the parties shall mean the Agreement as amended by this Amendment. Section references shall refer to Section references in the Agreement except as otherwise set forth herein or as the context otherwise indicates. Except as amended by this Amendment, the terms and conditions set forth in the Agreement shall continue in full force and effect according to their terms.

WHEREAS, under the terms of the Agreement, Customer has a right to exercise the Extended Agreement Option in accordance with the terms identified in Schedule L as amended by the Third Amendment to the CSG Master Subscriber Management System Agreement between CSG Systems, Inc. and Dish Network, L.L.C. dated March 25th, 2010 (the “Amendment”);

WHEREAS, pursuant to the Amendment and the terms of the Extended Agreement Option, Customer has the right to effect this Amendment by its exercise of the Extended Agreement Option; and

WHEREAS, Customer upon signing this Amendment hereby exercises its Extended Agreement Option;

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NOW THEREFORE, in consideration of the mutual promises set forth in the Agreement and in the Amendment, upon Customer execution and delivery of this Amendment in accordance with the Agreement, CSG and Customer agree to the following amendment of the Agreement effective as of the Extended Option Date:

1. Section 2, entitled INVOICES AND PAYMENT: Subsection 2(e) is deleted in its entirety and replaced with the following:

(e) Invoice. CSG shall invoice the ******* ****** ********** ****** *** ******* ** ******* *.*. ***** *** ******** ** ******** ** ** *******. *** *******, *** ***** ******* ******** ** ******* **** ***** *, **** *** *** ******* ****** ********** ****** ******** ** ***** ****. ****** *** *** ******* ****** ********** ******, all other Products and Services provided by CSG under this Agreement shall be invoiced in accordance with Schedule F.

2. Commencing with the next invoice submitted to Customer by CSG following the Extended Option Date, the ********** ******* *** ******* ** *** ********* ***** ** *** ************* ** **** ********** ***** ** ******* ******* ******* **** ***** ************. *** ********** ******* ********* **** *********** ** **** ********* ***** ** ******** ******** ** ******** ***** ****** **** ******* *** ********** ******* *** ** ***.

3. Any invoices for ******* ********** **** *** ******* ** *** ********* ***** ** *** ************* ** **** ********** that were invoiced prior to, and due on a date following, the Extended Option Date **** “****** ********”* ***** ** ****** ** ** **** *** **** *** *** ***** **** ** ******** ** ******* ******* ***** ** ******* ***** ** *** *********** ******* **** *** *** ******* ** ******** ** *** *** ****, ***** ** *** *********** ** ***** **** *** ********** *******, ** **** ********** ******* ****** ** *** ** ******** ***** **** ******* *** ************.

4. ** ** ********** *** ****** **** *** **** ***** *********** ******** *** *** ******* *** ***** *** ****** ******** **** ****** **** ******* ****** ********** ****** ****** ********* *** *** ********** *******, *** **** **** *********** ******** **** ** ****** *** ******* ** ********** **** *** ********* ** ******* ** **** *********. **** *********** ******** **** ******* ******* ***** **** *** ******* ****** ********** ****** ** ******** ** ******** * *** ******* ** **** **********. ** *** ** ******* *** *** **********, ** *** ******** ****** **** ****** ** ***** **, ****, *** **, ** ********** **** ******* **** ** *** ********* *** **** ****** ****** *** ******** ****** ***** *** ******** *** ******* ********** **** *** **** ****** **** *** ***** ** *** * *** **** * ** ****, ************, **** **** ******** ***** ** ****** **** *** **** *** *** **** ******* **** ******** ** ********** **** *** ********* ********** ** **** ******* *, *** ** *** ** ******* *** ******* ********** **** *** **** ****** **** * *** **** ** ***** *, ****, **** **** ******* ***** ***** ** ********** *** ****** *** *** ******* ** ********** **** *** ********* ** ** ******* ***** ** *** ******** ****** ****.

5. Section 4, entitled INCREASE IN FEES, is deleted in its entirety and replaced with the following:

4. INCREASE IN FEES. *** ***** *** ******** *** ** *** **** ********* ** **** ********* ***** ** *** ***** *********** **** ** *** ********* ****. **********,

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**** ****** **** ******** ****’ ***** ******* ******, *** *** ******** **** ******** ** ** ****** ***** ** ***** *** ***-**** ******* **.***. In the event CSG’s respective vendors increase the cost for paper, envelopes or Non-Embedded Third-Party Software ** **** **** ***** *** ***-**** ******* **.*** ***** *** ***** paid by CSG as of the latter of the Effective Date or the date of the most recent fee increase for such product pursuant to this Section 4 (in either case, the “Prior Price”), CSG agrees to provide Customer with ** **** **** ****** **** ******** **** written notice prior to each anniversary date of the Effective Date and shall increase corresponding fees to Customer by the ******** ********** ******* *** **** ******** ** *** *** * **** ******** ** ***** *** ***-**** ******* **.*** ***** *** ***** *****. Furthermore, the parties agree that the fees for postage are dependent upon the postage rates set by the United States Postal Service and CSG may increase the fees it charges to Customer for postage at any time upon written notice to Customer to account for variations in such rates. For the avoidance of doubt, the amount of the ******* ****** ********** ****** shall be as specified in Schedule F and is subject to an annual increase in fees as described above.

6. Section 6, entitled EQUIPMENT PURCHASE, is deleted in its entirety and replaced with the following:

6. EQUIPMENT PURCHASE.

(a) Customer is fully responsible for obtaining and installing all computer hardware, software, peripherals and necessary communications facilities, including, but not limited to servers, power supply, workstations, printers, concentrators, communications equipment and routers (“Required Equipment”) that are necessary at Customer’s place of business in order for Customer to utilize the Services and the Products. Customer shall bear responsibility for the Required Equipment, including, but not limited to, the costs of procuring, installing, operating and maintaining such Required Equipment. At Customer’s request and subject to the terms and conditions of a statement of work, CSG will consult with, assist and advise Customer regarding Customer’s discharge of its responsibilities with respect to the Required Equipment, and Customer may purchase from CSG any Required Equipment on terms and conditions set forth in a separately executed purchase agreement. As of the Effective Date, the parties agree that (i) the Services and Products are functioning in an acceptable manner in relation to the Required Equipment identified in this section, and (ii) CSG is not aware of any necessary changes or modifications to the Required Equipment that it has not already communicated to Customer as provided in Schedule M.

(b) If necessary for Customer to receive the Products and/or Services, CSG may provide, at Customer’s option and expense, the required data communications line from CSG’s data processing center to each of Customer’s system site locations (the “System Sites”), which Customer may amend from time to time, as appropriate. Customer shall pay all fees and charges in connection with the installation and use of any peripheral equipment related to the data communications line in accordance with the fees set forth in Schedule F.

7. Section 11, entitled Designated Environment, is deleted in its entirety and replaced with the following:

11. DESIGNATED ENVIRONMENT. “Designated Environment,” means the then-current combination of other computer programs and hardware equipment that CSG specifies for use by all of its customers with the Products and Services as set forth on CSG’s customer extranet website (https://my.csgsupport.com) or succeeding site, which can be accessed by Customer

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upon request, or otherwise approved by CSG in writing for Customer’s use of the Products and Services at the System Sites. Customer (or any third parties permitted access in accordance with Section 12(d)(ii) below) may use the Products only in the then-current Designated Environment; provided, however, that CSG will provide to Customer no less than ****** **** ****** prior written notice for any changes to the hardware and/or software in the Designated Environment solely related to (a) the operating system, or (b) CSG’s Products or Services that are under CSG’s sole and exclusive control, and to the extent applicable, CSG will provide to Customer prior written notice as soon as reasonably practicable for any other changes to the hardware and/or software in the Designated Environment. With respect to any other hardware and/or software identified in the Designated Environment that is licensed by CSG from a third party, CSG shall continue to include such hardware and/or software in the Designated Environment until such products are no longer supported by such third party. CSG shall promptly notify Customer upon learning that a third party vendor will cease supporting any particular hardware or software. CSG shall give ****** **** ******** **** prior written notice to Customer of changes to the Designated Environment that do not require Customer or its Subscribers to upgrade its computer programs or hardware equipment, and will notify Customer in writing of changes that would necessitate training of Customer’s customer service representatives at least ****** **** ****’ prior to the implementation of the change. In cases where CSG becomes aware that Customer is not operating its hardware or software in conformance with the Designated Environment, CSG will notify Customer of its knowledge of such nonconformance and support the Products within the non-compliant environment; however, the Parties agree that: (i) any support offered with respect to hardware or software operating outside the Designated Environment will be limited to the extent that the manufacturer or vendor of the hardware or software continues to provide general support for such hardware or software versions; and (ii) although CSG shall use commercially reasonable efforts to provide Support Services, CSG shall not be subject to damages that are directly related to malfunctions of the Products caused by Customer’s use of the Products in such noncompliant environment. Customer further agrees that CSG will not have any responsibility or liability in connection with malfunctions or any damage resulting from any modifications to the Products not authorized by CSG. If Customer questions the necessity of upgrading to any new Designated Environment as requested by CSG, CSG shall meet with Customer to discuss the proposed changes in an effort to reach mutual agreement on the minimal level of changes to Customer’s equipment that are necessary. It is understood and agreed that Customer’s failure to keep its environment in compliance with the Designated Environment (a “DEG Failure”) shall not be deemed to be a material breach of this Agreement or the license granted hereunder; provided, however, that to the extent that CSG’s performance under this Agreement is hindered due to such DEG Failure, such reduced level of performance shall not be deemed a material breach of this Agreement. *************** ******** ** **** ******* ** ** ********* ** *** ********* ** *** ********, *** ***** *** **** ******* ** *** ********** *********** ****** *** ******* **** *** ********** ******* ** *** *********** ** ********* *********** ** *** ******** *** ********, ******** ** ***** ***** ******* ** *********, ** ** *** ** ********* ** ******** *** ******** ** ***.

8. Section 17, entitled NO CONSEQUENTIAL DAMAGES/LIMITATION OF LIABILITY, is deleted in its entirety and replaced with the following:

17. NO CONSEQUENTIAL DAMAGES/LIMITATION OF LIABILITY. UNDER NO CIRCUMSTANCES WILL EITHER PARTY OR THEIR AFFILIATES BE LIABLE FOR ANY DAMAGES OTHER THAN THE FOLLOWING UNDER A AND B BELOW (COLLECTIVELY “CLAIMS”):

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A. DIRECT DAMAGES, OR

B. ******** ******* ********** **** ** ******* **** *** ** ***’* ************ ********** ** ********’* ******** ***** ** **** ************ ********** *** **** ****** ** ***.

****** ** *** ***** ** ****** * *****, NEITHER PARTY SHALL BE LIABLE FOR DAMAGES SUCH AS CONSEQUENTIAL, INDIRECT, SPECIAL, PUNITIVE OR INCIDENTAL DAMAGES OR OTHER LOST PROFITS, WHETHER FORESEEABLE OR UNFORESEEABLE, BASED ON THE OTHER PARTY’S CLAIMS OR THOSE OF THEIR AFFILIATES (INCLUDING, BUT NOT LIMITED TO, CLAIMS FOR LOSS OF DATA, GOODWILL, USE OF MONEY OR USE OF THE PRODUCTS, DELIVERABLES, OR SERVICES, THIRD-PARTY SOFTWARE, RESULTING REPORTS, THEIR ACCURACY OR THEIR INTERPRETATION, INTERRUPTION IN USE OR AVAILABILITY OF DATA, STOPPAGE OF OTHER WORK OR IMPAIRMENT OF OTHER ASSETS), ARISING OUT OF BREACH OR FAILURE OF EXPRESS OR IMPLIED WARRANTY, BREACH OF CONTRACT, MISREPRESENTATION, NEGLIGENCE, STRICT LIABILITY IN TORT OR OTHERWISE. *** ********* ********* **** *** *** *** **********, ** *** *** ****, *** ******** *** *** **********, ** *** ***** ****, *** ***** **** ******* ** *** ****** ***** *** ****** *** ****** ******** **** ** ******** ********* ** *** ******** ******* ** ******* ******** **** ******** ****** *** ******; ********, *******, ****, *** *** ***** ******* ***** ******* *, ****, *** **** “****** ******** **** ** ********” ** **** ** **** ******** ***** *** ******* *** ******* **** ** ******** ***** ** *** **** **** ** *******-*** **** ****** ***** ** *** **** ** ***** **** ***** ******* **** “***”*.

DESPITE THE FOREGOING EXCLUSIONS AND LIMITATIONS, THIS SECTION 17, INCLUDING, BUT NOT LIMITED TO, THE CAP, SHALL NOT (I) APPLY TO THE EXTENT THAT APPLICABLE LAW SPECIFICALLY REQUIRES LIABILITY, (II) APPLY TO THE EXTENT THAT THE LIABILITY ARISES OR RESULTS FROM FRAUD OR (III) BE CONSTRUED OR APPLIED SO AS TO LIMIT OR REDUCE:

1. ****** *****’* *********** ** *** ***** *** ********* ** ******** ** *** ***** *********;

2. ****** *****’* ********* ** ********** **** ******* ********* **** ********* ** ******** ******** ****** ** ******** ******; **

3. *** ***** *************** ***********, *********, *** *** ******* **, *** *************** *********** *** ***** ** ******* ** *********** ** ******* ** *****************.

****** *** ****** ******** ***** ******* ** *********** ** ******* ** *****************, NEITHER PARTY MAY BRING A CLAIM AGAINST THE OTHER MORE THAN ****** **** ****** FOLLOWING THE END OF: (X) THE PROCESSING TERM IF SUCH CLAIM PERTAINS SOLELY TO THE PROCESSING SERVICES OR FEES THEREFOR; OR (Y) THE PRINT AND MAIL TERM IF SUCH CLAIM PERTAINS SOLELY TO THE PRINT AND MAIL SERVICES OR PRINT-AND-MAIL-RELATED PRODUCTS, OR FEES THEREFOR.

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9. Section 18, entitled TERM, is deleted in its entirety and replaced with the following:

18. TERM.

(a) Term. This Agreement shall remain in effect until the latest to occur of the expiration or earlier termination of (i) the Print and Mail Term, or (ii) the Processing Term (each as defined below).

(b) Print and Mail Term. CSG’s obligation to provide, and Customer’s agreement to purchase, the Print and Mail Services described in Exhibit A-3 (the “Print and Mail Services”) shall remain in effect until December 31, 2017 (the “Print and Mail Term”) unless earlier terminated pursuant to Sections 19 or 24, 28 or 29 of the Agreement. The term for any specific license for any Products related to the Print and Mail Services shall expire or terminate upon the expiration or termination of any period during which CSG is required to provide Termination Assistance (as defined in Section 20 below) with respect to the Print and Mail Services including, but not limited to, any such period that may occur following the Print and Mail Term or any Print and Mail Renewal Term.

(c) Processing Term. Except for the Print and Mail Services, CSG’s obligation to provide, and Customer’s agreement to purchase, the Services and Products described in Schedules A and B (collectively “Processing Services”) shall remain in effect until December 31, 2017 (the “Processing Term”), unless terminated earlier in accordance with Section 19, 28 or 29 of this Agreement or Section 25 of the Extended Agreement Option Amendment. The term for any specific license for any Products related to the Processing Term shall expire or terminate upon the expiration or termination of any period during which CSG is required to provide Termination Assistance with respect to the Processing Services, including, but not limited to, any such period that may occur following the Processing Term.

(d) First Renewal Option. Prior to December 31, 2017, Customer shall have the option (the “First Renewal Option”) in its sole discretion to extend each of the Print and Mail Term and the Processing Term for two (2) years through December 31, 2019 (the “First Renewal Period”) with written notice to CSG ** **** **, **** **** “***** ******* ********”*.

(e) Second Renewal Option. In the event Customer has exercised the First Renewal Option, Customer shall have an additional option (and together with the First Renewal Option, the “Renewal Options”)) in its sole discretion to extend the term of the Agreement for two (2) additional years through December 31, 2021 (the “Second Renewal Period”) with written notice to CSG ** **** **, **** **** ******** **** *** ***** ******* ********, *** “******* *********”*.

(f) For clarity, (i) during each of the First Renewal Period and the Second Renewal Period, the fees set forth in Schedule F shall continue to apply, and (ii), unless Customer has exercised a Renewal Option with respect to a Renewal Period, such Renewal Period shall not be deemed to be part of the Print and Mail Term or the Processing Term.

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(g) CSG will use its commercially reasonable efforts to notify Customer of Customer’s approaching Renewal Option not less **** ****** **** **** and not more **** ****** **** **** prior to each ******* ******** (such a notice delivered within such period, a “Renewal Notice”). If CSG does not provide a Renewal Notice more than ****** **** **** prior to an approaching Renewal Deadline, then such approaching ******* ******** shall be extended by an amount of time equal to the time between the date on which such Renewal Notice was due (i.e., ****** ***) **** prior to the applicable ******* ********* and the date on which such notice was provided. In the event Customer does not notify CSG of its intent to exercise a Renewal Option in accordance with subsections (d), (e) and/or (g) above, the parties agree to meet within ****** **** ******** **** of Customer’s deadline(s) to discuss the term of the Agreement, otherwise CSG will not be obligated to extend the Agreement as provided in each subsections (d) or (e).

10. All references to the Extended Term shall be deleted, including, but not limited to, the entire parenthetical references thereto in Sections 2(b), 19(j), and in Section III.A under CSG SERVICES in Schedule F.

11. Section 19, entitled TERMINATION, is deleted in its entirety and replaced with the following:

19. TERMINATION. This Agreement or any one or more of the Schedules attached hereto may be terminated as follows:

(a) If either party materially or repeatedly breaches any material term or condition of this Agreement, except for Customer’s obligation to pay fees, and fails either to substantially cure such breach within ****** **** ******** **** after receiving written notice specifying the breach or, for those breaches which cannot reasonably be cured within ****** **** ******** ****, promptly commence curing such breach and thereafter proceed with all due diligence to substantially cure such breach within ***** **** ******** **** after receiving such written notice, then the party not in breach may, by giving written notice to the breaching party, terminate this Agreement, in its entirety or as it pertains to the particular Product or Service with respect to which the material breach occurred, in accordance with Section 19(l) below.

(b) If Customer fails to pay when due any Undisputed amounts owed hereunder and which in the aggregate exceed *** ******* ******* ***,***,***.*** on or before the date that is ****** **** ******** **** after Customer has received written notice that such payment is past due, then CSG may, by giving written notice thereof to Customer in accordance with Section 19(l), terminate this Agreement or at CSG’s option, CSG may terminate this Agreement in accordance with Section 19(l) below as it pertains to the particular Product or Service for which such Undisputed amounts are due.

(c) In the event that either party hereto becomes or is declared insolvent or bankrupt, is the subject of any proceedings related to its liquidation, insolvency or for the appointment of a receiver or similar officer for it, makes an assignment for the benefit of all or substantially all of its creditors, or enters into an agreement for the composition, extension or readjustment of all or substantially all of its obligations, then the other party hereto may, by giving written notice thereof to such party, terminate this Agreement in accordance with Section 19(l) below.

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(d) If Customer materially breaches any material term or condition of Section 12, entitled “License Grant” and fails to cure such breach within ****** **** ******** **** following Customer’s receipt of written notice specifying the breach, then CSG may, at CSG’s option, terminate this Agreement in its entirety or as it pertains to the particular Product or Service for which Customer is in material breach, in accordance with Section 19(l) below. The foregoing sentence shall only apply, however, with respect to intentional or willful acts by Customer.

(e) Reserved.

(f) Upon not less than ****** **** ******** ****’ prior written notice to CSG, Customer may, in its sole discretion, terminate this Agreement and the Schedules hereto and any related statements of works and letters of authorization at any time upon the occurrence of a Change in Control (a “Change of Control Termination”). “Change of Control” means an event in which; (i) the Customer directly or indirectly, sells, disposes of or otherwise transfers all or substantially all of its assets to an unaffiliated purchaser(s) or (ii) a Controlling Interest in Customer is sold, disposed of or otherwise transferred to one or more persons that do not control Customer as of the Effective Date of the Agreement, including, but not limited to, any such sale, disposition or other transfer by way of a merger, consolidation or reorganization or similar transaction, in one or a series of transactions. “Controlling Interest” shall mean (i) the ownership, direct or indirect, of more than fifty percent of the voting securities or other ownership interests of a party; or (ii) the possession, direct or indirect, of the power to direct or cause the direction of the management or policies of a party, whether through the ownership of voting securities or other ownership interest, by contract, or otherwise. To compensate CSG for losses arising from a Change of Control Termination prior to the natural expiration of the term of this Agreement, Customer agrees that prior to or upon the effectiveness of any such termination, and in addition to all other amounts then due and owing to CSG for the Services and Products previously provided to Customer hereunder, Customer will pay to CSG, ** * ******** ************** *** *** *** ** * *******, ** ****** ***** ** *** ********** ****, *** ***** *** **** ********, ** **********, ** ******** ** ******** *. The parties understand and agree that this provision constitutes a critical element in the economic bargained for exchange of this Agreement and that CSG would not have entered into this Agreement without the benefits and protections hereunder.

(g) In addition to the termination rights set forth in this Section 19, either party may terminate this Agreement pursuant to Section 28, and Customer may terminate this Agreement pursuant to Section 29.

(h) Upon the termination or expiration of this Agreement or any portion thereof for any reason and the expiration or termination of any period during which CSG is required to provide Termination Assistance with respect to such termination, all rights granted to Customer under this Agreement with respect to the terminated Product or Service will cease, and Customer will promptly; (i) remove all the Affected Products from the Designated Environment and all of Customer’s other computer systems, storage media and other files; (ii) at Customer’s option either destroy or return to CSG the Affected Products and all copies thereof; (iii) deliver to CSG an affidavit which certifies that Customer has complied with

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these termination obligations; and (iv) pay to CSG all Undisputed fees that are due pursuant to the terminated portion of this Agreement, including, but not limited to, the fees otherwise due and payable by Customer (including the Guaranteed Fees and Print and Mail Minimums, each as applicable), as set forth in Schedule F. For purposes of this subsection, “Affected Products” shall mean those Products which as a result of termination of Products or Services as provided in this Section 19, Customer is no longer provided a license. During any period during which CSG is required to provide Termination Assistance, the parties agree that each shall continue to perform their respective obligations under this Agreement.

(i) (i) Upon termination of the Processing Term as provided in this section, neither party shall have any further obligations under this Agreement, except for Section 2, Section 25, Section 31, Section 35, Section 14, Customer’s obligations under Section 19(h) and CSG’s obligations under Section 19(j), Processing Termination Assistance as provided in Section 20, Customer’s audit rights provided in Section 26, CSG’s inspection rights provided in Section 27, and either party’s obligations set forth in Sections 13 and 21 of this Agreement and any obligations that continue with respect to the Print and Mail Term and Print and Mail Services or pursuant to the operation of Section 22. Each party agrees to execute a mutually acceptable release with respect to claims arising in connection with the Processing Services in substantially the form attached hereto as Schedule K on the one (1) year anniversary of the effective date of termination or expiration of the Processing Term.

(ii) Upon termination of the Print and Mail Term as provided in this section, neither party shall have any further obligations under this Agreement, except for Section 2, Section 25, Section 31, Section 35, Section 14, Customer’s obligations under Section 19(h) and CSG’s obligations under Section 19(j), Print and Mail Termination Assistance as provided in Section 20, Customer’s audit rights provided in Section 26, CSG’s inspection rights provided in Section 27, and either party’s obligations set forth in Sections 13 and 21 of this Agreement and any obligations that continue with respect to the Processing Term and Processing Services or pursuant to the operation of Section 22. Each party agrees to execute a mutually acceptable release with respect to claims arising in connection with the Print and Mail Services in substantially the form attached hereto as Schedule K on the one (1) year anniversary of the effective date of termination or expiration of the Print and Mail Term.

(j) Except as necessary to provide or receive the Processing Termination Assistance as defined in Section 20(a) as amended pursuant to the Extended Agreement Option Amendment and as otherwise required by applicable law, upon the expiration or earlier termination of the Processing Term, the receiving party shall destroy all of the Confidential Information of the disclosing party pertaining to the provision of Processing Services. Notwithstanding the foregoing sentence, it is understood and acknowledged that if for any reason the Print and Mail Term extends beyond the termination of the Processing Term, the disclosing party will continue to provide certain Confidential Information to the receiving party. During any portion of the Print and Mail Term during which the Processing Term has expired or been terminated, the receiving party shall be permitted to retain so much, but only so much, of the disclosing party’s Confidential Information as is reasonably required to provide or receive the Print and Mail Services and Print and Mail Termination Assistance as defined in Section 20; and the receiving party shall destroy all other such Confidential Information. Promptly following the termination or expiration of both the Processing and Print and Mail Terms and the expiration or termination of any period during which CSG is required to provide

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Termination Assistance with respect to such termination, the receiving party shall destroy all of the Confidential Information of the disclosing party. Any time during the Processing Term or the Print and Mail Term, and upon the expiration or earlier termination of each such term, each receiving party shall provide, promptly upon the reasonable request of the disclosing party, a certification, executed by the receiving party’s Chief Operations Officer, of any destruction of Confidential Information required under this Agreement.

(k) If CSG terminates substantially all Processing Services as provided in this subsection (a), (b), (c) or (d), and Customer is Fully De-converted, Customer shall pay CSG the Guaranteed Fees; provided however if (i) CSG terminates Processing Services other than as a result of Customer’s breach of its obligations pursuant to these Sections 19(a), (b), (c) or (d), or (ii) Customer terminates Processing Services pursuant to Section 19(a) or Customer’s termination rights set forth in Sections 28 or 29 of this Agreement, then Customer shall not be required to pay the Guaranteed Fees (as defined in Schedule F). If CSG terminates all Print and Mail Services as provided in this subsection (a), (b), (c) or (d) Customer shall pay CSG the Print and Mail Minimums; provided, however, that if (A) CSG terminates Print and Mail Services other than as a result of Customer’s breach of its obligations pursuant to these Sections 19(a), (b), (c) or (d), or (B) Customer terminates Print and Mail Services pursuant to Section 19(a), or Customer’s termination rights set forth in Sections 24, 28 or 29 of this Agreement, then Customer shall not be required to pay the Print and Mail Minimums (as defined in Schedule F). The parties further agree that without the certainty, consideration and terms provided in this Section 19, neither party would have been willing to enter into this Agreement nor would CSG have been willing to provide the Products and Services at the fees set forth in the Agreement or Schedule F.

(l) If a party is permitted pursuant to this Section 19 to terminate this Agreement in whole or in part, then, except as expressly set forth above in this Section 19, the terminating party shall provide written notice of such termination to the other party and such termination shall become effective as of the date set forth in such notice (the “Termination Date”); provided, however, in the event of a termination by CSG pursuant to subsections (a) through (d) that would effect a termination of the Processing Services or Print and Mail Services, then such Termination Date shall be a date no earlier than the date that is *** ******* ****** ***** ******** **** following the date of such notice and the following conditions shall apply:

(i) If CSG delivers a termination notice pursuant to 19(a) or 19(d), Customer shall be required to cure the breach that is the subject of the termination in advance of provision of Termination Assistance;

(ii) If CSG delivers a termination notice pursuant to Section 19(b), then Customer shall be required to promptly pay any and all Undisputed fees and expenses due and payable hereunder; and

(iii) During such *** ******* ****** ***** ******** **** period, CSG shall not be required to provide warranties or remedies under Section 7 entitled “Products, Warranties and Remedies”.

(m) If either party delivers a notice to the other party that is notice of a circumstance or fact that could, if not resolved, result in termination of all or a portion of this Agreement, then such notice shall expressly state that the notified party’s failure to correct such circumstance or fact could result in such termination. If such notice does not expressly discuss termination, then the notifying party shall be required to provide further notice that does expressly discuss such termination and the notified party shall have no less than the applicable cure period specified for such circumstance or fact from its receipt of such notice to cure such

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circumstance or fact before any such termination can become effective. Notwithstanding any provision in this Agreement to the contrary, in the event that following any such notice a party intends to terminate all or a portion of this Agreement, such party shall provide further notice of such intent to the other party, which notice shall state the basis of termination in reasonable detail, and if such basis is susceptible to cure, then the other party shall have not less than *** **** ******** **** to address and cure the circumstance or fact that forms the basis of such termination, and if (i) such party cures such circumstances or fact within such ** *** period, or (ii) such circumstance or fact cannot be cured within such **-*** period and such party commences a cure therefore within such **-*** period and thereafter diligently pursues such cure, then the notifying party shall not terminate this Agreement pursuant to such notice. A party exercising its termination rights as provided in this Agreement cannot claim termination was not affected solely as a result of the terminating party not providing the foregoing *** ***) ******** *** notice. Further, in the event a terminating party does not provide the foregoing *** ***) ******** *** notice to cure, if it has provided all other termination notices applicable under this Agreement, it may subsequently provide a *** ***) ******** *** notice of termination in accordance with this section.

12. Section 20 entitled TERMINATION ASSISTANCE is deleted in its entirety and replaced with the following:

20. TERMINATION ASSISTANCE. The term “Termination Assistance” shall mean reasonable termination assistance relating to the transition to another vendor or system as further described in Schedule E.

(a) Processing Termination Assistance. Upon expiration or earlier termination of the Processing Term by either party for any reason or prior to any such termination or expiration as requested by Customer, and provided that Customer has paid CSG any and all Undisputed fees and expenses due hereunder, CSG will provide Customer reasonable Termination Assistance in connection with the Processing Services (“Processing Termination Assistance”) for up to *** ******* ****** ***** ******** ****. Processing Termination Assistance shall be limited to the services specifically described in Schedule E under the section entitled “Processing Termination Assistance”. The parties agree that unless extended pursuant to an amendment to this Agreement, CSG shall cease all Processing Termination Assistance when Customer is Fully De-converted. For purposes of this Section 20, Fully De-converted shall have the same meaning as provided in Schedule F, section entitled Guaranteed Fees.

(b) Print and Mail Termination Assistance. Upon expiration or earlier termination of the Print and Mail Term by either party for any reason or prior to any such termination or expiration as requested by Customer, CSG will provide Customer reasonable Termination Assistance in connection with the Print and Mail Services (“Print and Mail Termination Assistance”) for up to *** ******* ****** ****) ******** ****, provided that Customer has paid CSG any and all Undisputed fees and expenses due hereunder. Print and Mail Termination Assistance shall include such services as may be reasonably required to accomplish a transition to another vendor, which shall include the services described in Schedule E under the section entitled “Print and Mail Termination Assistance”.

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13. The first sentence of Section 23, entitled Escalation, is deleted in its entirety and replaced with the following:

If (a) if either party believes that the other party is not assigning an adequate number of properly trained and qualified personnel to fulfill its responsibilities under the Agreement, or (b) a disagreement regarding a disputed payment or a Custom Roadmap Change (as defined in the Amendment) is not resolved within ****** **** ******** **** of CSG’s receipt of written notice of the disputed amount, then the parties agree that upon **** *** ******** **** notice the parties shall escalate the matter within their respective organizations to be heard on the matter and reach a resolution.

14. Section 24, entitled NATURE OF RELATIONSHIP is deleted in its entirety and replaced with the following:

24. EXCLUSIVITY.

(a) During the term of this Agreement, the parties agree that, except as otherwise provided in this Agreement, CSG shall be Customer’s sole and exclusive provider of the Processing Services and the Print and Mail Services (collectively, the “Exclusive Services”) for the number of Active Subscribers for which CSG currently provides Exclusive Services as of the Extended Option Date. If during the term of this Agreement or any extension thereof, any direct broadcast satellite video subscribers receiving video services in the United States under the “Dish Network” or subsequent brand are added to Customer’s subscriber base, other than Purchased Subscribers (as defined below), such subscribers shall have their Exclusive Services provided by CSG pursuant to the terms of this Agreement. If Customer sells, assigns or otherwise transfers Active Subscribers to a third party that is not an Affiliate of Customer, the parties agree that CSG shall be the sole and exclusive provider of Exclusive Services for such transferred Active Subscribers. “Purchased Subscribers” shall be defined as those subscribers purchased by Customer from a third party that is not an Affiliate of Customer and whose customer interaction management and related billing products and/or print and mail services are being provided by a third party that is not an Affiliate of Customer at the time of such acquisition. Should Customer use Exclusive Services for Purchased Subscribers, they shall be considered Active Subscribers subject to the terms of this Agreement. For the avoidance of doubt, the exclusivity provisions of this Agreement shall not apply with respect to Customer’s IPTV-only Subscribers (as defined below) and Customer shall not be required to use the Exclusive Services, or any other CSG Services in connection with any such Subscribers. “IPTV-only Subscribers” shall be defined as those subscribers receiving video or Internet access services or both, solely through Internet-based transmissions, and not through or in combination with over-the-air satellite broadcast transmissions.

(b) In the event of a breach of this Section, Customer agrees to pay, in addition to all other amounts then due and owing to CSG, an amount equal to any additional amounts that CSG would have been entitled to receive under this Agreement had Customer not breached or violated this Section, and Customer shall use its commercially reasonable efforts to cure such violation or breach as soon as is practicable. In addition, Customer agrees to notify CSG within a commercially reasonable time of Customer’s discovery that it is not in compliance with the terms of this Section 24. Exclusivity of this Agreement. Said notice shall include the number of additional subscribers and the date when they were acquired by Customer. Further, the parties agree that CSG shall not terminate this Agreement for a breach of this section, unless Customer has not made payment in accordance with Section 2. (a) Payment; Offset of this Agreement within a commercially reasonable period of time.

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(c) Notwithstanding anything to the contrary in subsection (a), no earlier than December 31, 2011 and no more often than once every two years thereafter, CSG and Customer agree that at Customer’s sole and absolute discretion, Customer may request, **** ****** **** ******** ****’ written notice, that CSG and Customer use reasonable efforts to re-negotiate in good faith, the fees, services and related functionality, as applicable, set forth in Schedule F for Print and Mail Services; provided, however, that *** ********, ** **** *****, ******** *** **** * ******* *** **** ** ***** *** *** ***** ***** *** **** ******** ******* * ******* ** * *** ******* ***** ********* ** **** ** ********** ******** ************* ******** ** *** ******* *** ************* ******** ** *** ***** **** ********* ***** ** * *****; **** **** ******* *** ** ***** ** ******* ******** ***** *** ********** **** ******* ** *** ********* ******* **** “******** *****”*: *** ***** *** ********** ********* *** ***** *** **** ********, *** ****** ** ********************* *****, *** ******* ***** **********, *** **** ** *********, *** ******* ********** ******* *** **** ******** *** ********, *** **** ***** ********** **** **** ** ******** ** ********* ***’* ********** ** *** **** ** **** ********* ****, *** ***** *******, *** *** ********* *******; *** ***** *** ******* ******** *****, ***** ********* ***** *** ** ************ ********, *********** ** *******, **** **** *** ******** **** *** ************ *** ***** ** **** ********* ** *** ** **** **** ** ******** ***** ** ******** ** ** * “********* ***”*. In the event the parties cannot agree whether the written bid is a Qualified Bid, the parties agree that they shall initiate mediation in accordance with the provisions of Section 31(c) of this Agreement to determine if the written bid should be deemed a Qualified Bid. Customer shall bear the expense and fees related to the hiring and services of the independent mediator unless, notwithstanding such mediation, the parties cannot agree as to whether the bid in question is a qualifying bid. In such an event, the mediator(s) shall be instructed to determine whether, in its or their judgment, such bid is a Qualifying Bid. The party against whom such question is resolved by the mediator(s) shall bear the expense and fees related to the hiring and services of the independent mediator. Each party shall bear its own costs and expenses of participating in any such mediation, including, but not limited to, the payment of its attorney’s fees, if any.

(d) ****** ******* **** ******** **** of CSG’s receipt of a Qualified Bid from Customer, CSG shall notify Customer whether CSG intends to submit a proposal that is comparable to the Qualified Bid with respect to all Material Terms. ** *** ***** *** **** *** ******* **** ****** ** ******** ****** **** ******** ****, ******** ***** **** *** ***** ** ********* ***’* ****** ** ** ********* ******** ** ***** *** **** ******** **** *** *** ******’ ******* ******* ******. ** *** ******** ******** ****** ******* **** ******** **** ** *** ****** ** ****** ** ***** **** ** ********** ** *** ********* *** **** ******* ** *** ******** *****, **** *** ***** **** ** ********** *** **** ******** **** ** ****** **** ********** ***** ** ********, ***** ***** **** ******* ***** ********* ** **** ***** ** ***** *** ***** ** **** ********* ** **** ******* ** ***** *** **** ********. **, ********* **** ************, *** ******** ** **** ** ***** **** ***** ******* ******** **** *** ******* ** *** ******** ***** ** *** ***** ** *** ********* ***, ** ** *** ******* *** ********* ************ ** ******** **** ** ********* ** **** ********* **** ***** ******* ******** **** *** ******* ** *** ********

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***** ** *** ***** ** *** ********* ***, **** ******** ***** **** *** *****, **** *** *** ******’ ***** ******* ******, ** ********* ***’* ****** ** *** ********* ******** ** ***** *** **** ******** ***** **** *********. **, ******** ** *** ********* ********, ******** ******* ** ********* ***** *** **** ******** ***** **** *********, **** *** ***** ******* *********** ********** ** ******** ** ******* ** **** ******* ** *** ******* ** *********** **** ******** ****** ** **** ** ******* ******’* ******** *** ***** *** **** ********. *******, ** *** ** ** ****** *** ********* ******** ** ***** *** **** ******** ** * ****** ** *** ***** ******** ** **** ******* ** ******** “***********”, *** *********** *** ******* ** ***** *** **** ******** ** ******** ***** ** **** *** ****, ****** *** ***** *** ** *********** ** *** ********* ******** ** ***** *** **** ******** ******** ** ******* *****.

(e) If CSG and Customer amend the terms of this Agreement to provide Customer with the benefit ** *** ******** ***** ** *** ***** ** *** ********* *** ** ******** *** ** ********** ***, Customer agrees to extend CSG’s provision of Print and Mail Services to Customer for one (1) additional year pursuant to such amended terms, but still subject to all of the provisions of this Section; provided, however, that such extension shall not apply to the Processing Services.

(f) ** ******** ****** **** * ********** ********* **** * ***** ***** ******** ** * ********* ***, **** ******** ****** **** ** ********* ******* ** ******** ***** ******* ** *** * ******* *************, ****** ****** **** ******** **** ** ********’* ******* ** ***’* ******* ********, **** *** ***** ********* **** ******** ** ********** ** *** ********* *** **** ******* ** *** ******** *****. ** *** ******** ** ****** ** ******* **** ************* *** *** ****** *****-**** **** ******** **** ***** *** *** ** **** **-*** ****** *** ******** ******** **** *** ****** ** *** ****** ** ** ********** ** ********’* ********* ******** ** ***** *** **** ********, *** **** *** **** ** ***** *** ***** ** **** ** ****** *** ********* ** ********* ***** *** **** ******** **** “***** ****”*, ***** ***** **** ***** ** ** ***** **** ****** **** ******** **** ********* *** **** ** **** ******, **** ******** ***** ********* ***’* ****** ** *** ********* ******** ** ***** *** **** ******** *** ***** ******* *** ***** *** **** ******** ** **** ** ************ **********, *** ** *** ***** ** ******* **** *** ***** **** *** ** ***** **** ***** *** ****** ***** *** ***** ****. **** ******** ********* ** *** *** ** *** ********* ******** ** ***** *** **** ******** ******** ** *** **** *************, *** ***** ** **** ********* ** ** ****** ***** ** **** *********** ** *********** **** ******; ********, *******, **** **** ******* ** *** **** ****** ***** *** *** *** ********’* ********* ******** ** ***** *** **** ******** ******** ** ******* *****, ******** ***** *** ** ********* ** *** *** **** ** ******* ** *** **** **** ******* ** ***** *** **** ********, ********* *** *** ******* **, *** ***** *** **** ******** ** ****** ***** *** **** ******* ******, ***** **** **** *** ******* **** *** ***** ** ********** **** ******** * *** ***** *** **** ******** ******** ******** ** *** ** ********.

15. Section 26, entitled AUDIT.

(a) The first sentence is deleted in its entirety and replaced with the following:

No more than once in any ****** **** ***** period during the term of this Agreement and for ****** **** ****** after its termination for any reason or expiration and upon not less than ****** **** ******** **** prior written notice to CSG, and during normal business hours, Customer may conduct an audit of CSG’s records regarding Reimbursable Expenses and all other payments made by Customer to CSG to verify that Customer has paid the correct amounts during the preceding ******** **** ***** ******.

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(b) The last sentence is deleted in its entirety and replaced with the following:

It is understood and agreed that amounts payable pursuant to this Section 26 shall not be included under the Cap.

16. Section 27 entitled INSPECTION, the first sentence is deleted in its entirety and replaced with the following:

(a) No more than once in any ****** **** ***** ****** during the term of this Agreement and for ****** **** ****** after its termination or expiration for any reason, CSG or its representative (who shall execute a confidentiality agreement with Customer, in form reasonably acceptable to Customer) may, upon not less than ****** **** ******** **** prior written notice to Customer, and during normal business hours, inspect the files, computer processors, equipment and facilities of Customer that are relevant to this Agreement during Customer’s normal business hours for the sole purpose of verifying Customer’s compliance with this Agreement.

(b) The following shall be added:

It is understood and agreed that amounts payable pursuant to this Section 27 shall not be included under the Cap.

17. Section 31, entitled APPLICABLE LAW, INJUNCTIVE RELIEF, MEDIATION, subsection (b) is deleted in its entirety and replaced with the following:

(b) Injunctive Relief. In the event Customer applies for and receives injunctive relief obligating CSG to continue providing any Products, Services, or Deliverables beyond the termination of this Agreement, Customer shall **** * **** *** ** ****** ***** ** *** *** ******* ******* ******* ******** ** ******** ***** **** ********* *** *** *** **** ****** *** *** ***** ******, **, ** *** **** **** **** **** ** ****** ** **** **** ****** **** ****** ***** *** ******** ****** **** *** ******* ** ******** **, **** *** *** **** ****** ******-***** ******, ********** ** **** *** ****** ** ****** ******** ******** *** ******** ** ******* ********, ******** ** ************ beyond termination.

18. Section 31, entitled APPLICABLE LAW, INJUNCTIVE RELIEF, MEDIATION, the first sentence of subsection (c) is deleted in its entirety and replaced with the following:

(c) Any disputes arising under Sections 2(b) or 24(c) of this Agreement that is not resolved by the escalation procedures set forth in Section 23, the parties agree that they will then attempt to resolve such dispute by submitting such dispute to neutral, non-binding mediation.

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19. Exhibit A-1, Section 7, entitled ANNUAL SUPPORT HOURS (“ASH”), subsection (a) shall be deleted in its entirety and replaced with the following:

(a) During the Processing Term, CSG shall make available to Customer four thousand (4,000) ASH hours per month as part of the Monthly Active Subscriber Charge. Any unused ASH will be lost and Customer shall not be entitled to a refund of fees or credit in hours for any subsequent month.

20. Reserved.

21. Upon completion of migration of Active Subscribers to ACP, the following amendments to the Agreement shall become effective:

(a) Schedule A, under Additional Services, CSG Smartlink®, shall be deleted and replaced with CSG Smartlink BOS®.

(b) Schedule A-5, entitled Additional Services, the first paragraph providing the description for CSG Smartlink^® shall be deleted in its entirety and replaced with the following:

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

(c) Upon commencement of Customer’s migration to ACP, CSG shall provide to Customer SmartLink® BOS capacity of up to ***** ******* ***** ************ *** ****** (“Base Transaction Volume”) at no additional cost to Customer as a replacement for current Cycle E SmartLink volumes. However, if Customer exceeds or is projected to exceed an amount greater than ****** ******* ***** of the Transaction Volume whichever is greater (“Excess Transaction Volume”) in a ****** **** *** ******, then CSG shall use reasonable efforts to provide Customer with prior written notice, which may be provided via e-mail, stating the amount of the Excess Transaction Volume and any estimated costs to be incurred to support such Excess Transaction Volume. Upon provision of the foregoing notice, CSG and Customer shall execute a Statement of Work and necessary amendments which shall include, but not be limited to, commercially reasonable amounts for hardware, software, related maintenance, and resources necessary for operating, maintaining, developing, supporting and testing the environment and the amount of additional SmartLink® BOS capacity, presented as transactions per second, Customer is purchasing. Transaction Volume shall mean the Base Transaction Volume plus any additional transactions per second provided pursuant to any subsequently executed Statements of Work.

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Customer agrees to notify CSG by the ***** ***** ******** *** of each calendar month in writing of its estimated Transaction Volume whichever is greater for the subsequent ****** **** ******** **** in order for CSG to support any material increase in Transaction Volume. Customer acknowledges that failure to provide a reasonable estimate of Transaction Volume or purchase additional SmartLink^® BOS capacity could have an impact on the response time of the system.

22. On the ***** *** of the calendar month following the Extended Option Date, the following amendments to Schedule F shall become effective:

(a) All occurrences of the term “******* ********** ***” that occur in Schedule A, including all Exhibits thereto, and Schedule F shall be deleted and replaced with the term “******* ****** ********** ******.”

(b) Schedule F, CSG SERVICES, Section I.B entitled GUARANTEED FEES, is deleted in its entirety and replaced with the following:

B. ********** ****

*** ******** ** **** *********, “***** **-*********” ***** **** ******** ** *** ********* ***** ***’* ******** *** ******** ** ***** *******-******* ******** *** ****** *********** *** ** ******** ******** *** **** **** ***’* ******. *** ******** ** *************, ***** **-********* ***** ******* *** *** **** *** ** *** ******** ***** ****-**** **-**** ******, *** ***** ******** **** ** ******* ********** ***** ******* *.*.*.* ***** *** ********, *** **** *** **** *** ** ********** **** *** ********** ** ******** ***** **** ******** ** * ********* ****** ***** **** *** ***** ** *** ****** *** *** ********* ** ***** *** **** ********.

****** *** ********** ****, **** ***** ******** ***** ** *********** *** ****** *** *** ******* ****** ********** ****** *** ******** *** ******** ******** ****** **** ***** *** ***** ** **** ******** * **** “******* ****** ********** ******”*. *** ******* **** ******** ****** **** *** ******* ****** ********** ****** ** ** ******** ********* ***** **** ******* ******* ******* ** ********** ********, *** *** ********** ****.

******** ************ *** ****** **** *** **** ******** ** **** ******* *.*. ******** ********** ****, **** “********** ****”* *** ***** **** * ********** ********** ** *** ****** ******* **** *** ***** ****** ** *** **** ** **** ** ******* *** ****** ** ******** ************ ** **** *********. ******** ************ *** ****** ****, ******* *** ********* ** ******* ******** ** *** *********** *** ***** ** **** ********* *** ******** *-* *** *-* ** **********, *** ***** **** **** ********* ** ******* *** ******** *** ******** ** *** **** *** ***** ** *** *********, *********, *** *** ******* **, **** ******** *. ***** **** *** *********, ******** ****** ****, ****** ** ********* ******** ** *** *********, **** ******** ***** ***** **-*********, *** ** ******** ** *** ***** ********** ******* **** *** *** ***** ** ***, ******** **** *** ** ***, ** * ******** ************** *** *** *** ** * *******, *** *********: *** *** ****, ****, **** *** **** ******** ***** *** ******* ******* ****** ** *** *******

A - 17

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

****** ********** ****** *** ******** *** ******** **** ***** **** ******* ******* *** *** ** ****; *** *** **** *** **** ******** *****’ *******-**** ******* ***** ** *** ******* ****** ********** ****** **** ***** **** ******* **** **** ** *** *** ** ****; *** *** ******** **** **** *** *** ********* ********** ****, ***** ******* ***** ** *** ******* ****** ********** ****** **** ***** **** ******* ******* *** ********* ** *** ********** **** ** ****** ***** *** **** ** *********** ** ******. *** ******** ** *********** *** ********** ****, ** *** ***** ******** *** **** **** ****** ******* ***,***,**** ****** ***********, ******** ****** **** *** ****** ** ****** *********** ***** *** ** **** **** ****** ******* ***,***,****. *********, ** *** ***** ** *********** ** *** ********** ******** ** *** ***** ******** ***** ******* *** ** ** ******** ***** ******* *****, ******** ***** *** ** *** ** * ************** *** *** *** ** * *******, *** ********** ****. *** *** ********* ** *****, ********** **** ***** ** ********** ** ** *** **** ** *********** ******* *** ********* ********** ****.

(c) Schedule F, CSG SERVICES, Section I.A. entitled ******* ********** *** *** ***-***** ***** *** ***-***** ****-***** **** ******** ***** ******** ** ** *** ******* ********** **** shall be deleted in its entirety and replaced with the following:

A. ******* ****** ********** ****** *** ***-***** ***** *** ***-***** ****-***** **** ******** **** ****** ***********

Description of Item/Unit of Measure	Frequency		2011 Fees		2012 Fees
******* ****** ***********
¡   **,***,*** ** **,***,*** **** ****** ***********		*******		**.****		**.****
¡   **,***,*** ** **,***,*** **** ****** ***********		*******		**.****		**.****
¡   **,***,*** ** **,***,*** **** ****** ***********		*******		**.****		**.****
¡   **,***,*** ** **,***,*** **** ****** ***********		*******		**.****		**.****
¡   **,***,*** ** **,***,*** **** ****** ***********		*******		**.****		**.****
¡   **,***,*** ** **,***,*** **** ****** ***********		*******		**.****		**.****
¡   **,***,*** ** **,***,*** **** ****** ***********.		*******		**.****		**.****

**** *: *** ******* ****** ********** ****** *****, ** *** ***** ** *** ***** *****, *** ******** ** ** ********** *** *** ***********. *** *******, ** ******** *** **,***,*** ****** *********** ** *** ******* ******* ***** *** ******** **** ****, *** ******* ****** ********** ****** ** *** **,***,*** ****** *********** ***** ** **.**** *** ****** **********.

**** *: *** ******* ****** ********** ****** ***** ** ********** *** * ***** ** ****** ******* ***,***,**** ** ******** ******* ***,***,**** ******* ****** ***********. ****** ********’* ******* ****** ********** ***** **** ***** ****** ******* ***,***,**** ******* ****** *********** *** * ****** **

A - 18

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

***** *** *********** ******* ****** ** *** **** ****** *** ********** ****, ******** ****** ** ******** ** *** *** *** ******* ****** ********** ****** ** ****** ***** **** ****** ******* ***,***,**** ******* ****** *********** ******* *** *** ** *** ********** ****. ** *** *****, ***** *** ***** **** ****** ******* ***,***,**** ******* ****** *********** ********* ***** ******** ***** *** “**** *******” ***** ** ********** ***** *** ** * **** ** * ******* ** **** *********** ** * ***** ***** **** ** *** ** ********* ** ******** ****** **** *** ********** * ****** ** ******* ** ******* ** ******* ***, ********* ** ******* ****** *********** ** *** ****** ****** ** ******** ** ****** *** ****** ** ****** *********** ********* ***** ******** ***** *** “**** *******” ** ********** ***** ****** ******** ******* ***,***,**** *** * ****** ** ***** *** *********** ******* ****** *** ******* ******* *** ***** ** **-********* *** ******* ****** ********** ****** *** ******** *** ********, *** ** *** ***** ****** ******** **** ***** ****** ******* ***,***,**** ******* ****** *********** ******** ***** ******** ** *** *** *** ******* ****** ********** ****** ** ****** ***** **** ****** ******* ***,***,**** ******* ****** *********** ***** *** ******* ******* ** ********* **** *** ****.

**** *: ******* *- ******** ** **** ** *** ********* ***** ***** ** *** ******* ****** ********** ******.

(d) Note 3 in Schedule F, Section I.C under CSG SERVICES, shall be deleted in its entirety and replaced with the following:

3. *** ***** **** ********* ** ******** **** ******** **,**** ******* *** ***** ******** ** *** ***** *** ***** ** ******* * ** ******* *-* ** **** **********.

(e) Upon commencement of migration of Active Subscribers to ACP, the following Section shall be added as II.D, entitled CSG SmartLink BOS to Schedule F:

**. *. *** ********* ***

** *** ***** ********’* ************ *** ****** ****** ****** ******* ***** ** *** *********** ******, **** *** ***** *** ********** ******* ** ******* ******** **** ***** ******* ******, ***** *** ** ******** *** *-****, ******* *** ****** ** *** ****** *********** ****** *** *** ********* ***** ** ** ******** ** ******* **** ****** *********** ****** **** *** *** ******** ***** ******* * ********* ** **** *** ***** ***** *******, *** *** ** ******* **, ************ ********** ******* *** ********, ********, ******* ***********, *** ********* ********* *** *********, ***********, **********, ********** *** ******* *** *********** *** *** ****** ** ********** ********** *** ********, ********* ** ************ *** ******, ******** ** **********.

(f) Upon completion of migration of Active Subscribers to ACP, CSG Smartlink in Schedule F, Section II. C under CSG SERVICES shall be deleted in its entirety and any other references in Schedule F to CSG Smartlink shall be replaced with CSG SmartLink BOS.

A - 19

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

(g) The ****** ***** *** **** ******* table listed in Schedule F, Section III.A under CSG SERVICES shall be amended by adding the following:

Year	****** ***** *** **** *******
****		***,***,***.**
****		***,***,***.**
****		***,***,***.**

(h) Any references to Section 19(f) in the Print and Mail Minimums listed in Schedule F, Section III.A under CSG SERVICES shall be deleted.

(i) *** **** ******* ******* ******* ***, ****** ** ******** *, ******* ***.* ***** *** ******** ***** *** ** ******** ** ******** ** * ******** *******, ******* **** ** ****** ****** ******** *, ******* *.* ******* ** ******** *** ******** ******** ** *** ******* ****** ********** ******. *********, ******* ***.* ***** *** ******** ***** ** ******* ** *** ******** *** ******** **** “********” *** ******* *.* ***** *** ******** ***** ** ******** ** ****** *** *********:

**. **** ******* ******* ******* *** **** ** ** *** *** ******* *********

*** *** ******** ******* ******* ******* ***, ****** ** ******** *, ******* ***.*.* ***** *** ******** ***** *** ** ******** ** ******** ** * ******** *******, ******* **** ** ****** ****** ******** *, ******* *.* ******* ** ******** *** ******** ******** ** *** ******* ****** ********** ******. *********, ******* ***.*.* ***** *** ******** ***** ** ******* ** *** ******** *** ******* *.* ***** *** ******** ***** ** ******** ** ****** *** *********:

**. ******** ******* ******* ******* ***. ***** ** ******* ***.* ***** *** ******** *** ******** **** **** **** ** ****** **********.

*** *** *** ******/*** **** ****** ******* ***** ****, ****** ** ******** *, ******* *.* ***** *** ******** ***** ** ******* ** *** ******** *** ******** **** *** *********:

*********** ** ****/**** ** *******	*********		***
3.****** ******* ***** ***** **** ******, *** *****		*** *******		***.**

(l) CSG shall make available to Customer * ****** ** *** ******* ***** ******* ******** ******* ***,***,**** ** ** **** ** ******** ********** *** ******** ******** *** ********* ****** ** ********* * *** * ** *** ******** **** *** ** *********. *** ****** **** *** ** ********* *** *** ******* ** ******* ******** *** **** ********* *** ******** ** ** ****** ***** *** ***** *** ** ********** ** ********. CSG and Customer shall mutually agree in a separately executed Statement of Work or amendment(s), which agreement shall not be unreasonably withheld, conditioned or delayed by CSG, upon the products that Customer will purchase **** **** ****** *** *** ******* *******. CSG shall use commercially reasonable efforts to inform Customer of the outstanding balance ** **** ****** ** * ******** ********* *****.

A - 20

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

23. Upon execution of the CSG MASTER SUBSCRIBER MANAGEMENT SYSTEM AGREEMENT, with an Effective Date of January 1, 2010, in accordance with Note 3 in Schedule F, Section I.A under CSG LICENSED PRODUCTS, ******** ****** ** *** *** **,***,***.** *** ******** ******* *** *********** **** *** ****** *********** ** ****** ** **,***,*** *** **** **** **,***,***, *** **** *** ********** *******. **** ********* ** **** *********, ** *** ***** ******** *** **** **** ******* ** **,***,***.** *** **** ********** *******, *** ***** ***** **** ******* *** **** ********** ******* ** * ****** ******* ******* ******** ***** *** ****** ** *********.

24. The timeframes and deliverables provided in this Amendment are contingent upon Customer providing, input, feedback and participation in connection with the Custom Roadmap and CSG’s related development work prior to execution of this Amendment.

25. Upon execution of this Amendment, the parties agree the following shall occur and become effective:

*** *** ******** ***** ******** ***** **** *** ********* ***** *** ******** ** ******* ** *** *** **** ***** ***** ******* ** **** **** ******-**** **** ****** **** ********* ** **** ********* *** ** ***** **** ******** **, ****. ** *** ***** ******** *** ******* ********* *** ***** *** ****** *********** ** *** ** ******** **, ****, *** ****** ** ****** *** **** ** ********* *** ************ ** ***** * ** ***** **, ****; ********, *******, **** ** ******** ** *** ***** ******** ** ** ***** **, **** *** ** ***’* ******* ** ******* ******** ********* *** ****** ******* *********** ** ******** ********’* ********* ** ***, **** *** ******** ***** **** *** ***** ** ********* *** ********** ******** *** **** ********* ** ** ******** ******* **** ******* ****** ** ***, ***** ****** ***** ***** *** ********* **** ** **** ***********, *** **** *** **** *********** ** ********* **** ****** ** ********’* *******, *** **** ******* *********** ********** ** ********** **** *** ********** ******** ** ********** **** ******* **, *** *** **** ******** ** ******* ************ ** ***** * ***** ******* **, ****, **** ** ********** ********* *** ******** ** ***** ******* ** ******* ******* ******, *** ***** ****** *** **** ** ************ ** ***** * ******* *** *** ** *** ********** **** ** ****** ******** ** ********** **** *********, ***** ******** ***** *** ** ******** ** *** *** ********** **** *** ******* ** ******** ** ** ********** **** * *********** ***** **** *******; *******, ** ***** **** ** ********** ** *** ****** **** ***** *** ******** ** ***** **-********* ** * ****** ** ***’* ******* ** *** *** ** *** ********** ****, *** **** ** ** *** **** ** ********’* ******* ****** ** *** ** ********** **** ****** *** ** **** ******* **, ********’* *********** ***** ******* **. *********** ***** ********* *** **** ** ******* ***** ** ******. *** ******* ***** **** *** ****** ******** ** ******* ****, ***** *** **** ** **** ******* ** ***** ** ********’* **** *** ********* ****** *** ***’* ********* ** ******* ******** ** *** ** ******** ** **** ******** *. *** ******* ***** **** ** *** ***** ** *** ********* *** ***** *** *** ** ******** ** **** *** ******** ************* ** ************ ** ***** *, ***** **** *********** ******** ** *** ** *** ****** ****** ** ******** ** ** ****** ** ** *** ******* ******** ** * ********* ** ****.

26. ******* ** ********** 25 *****, *** ******* ***** *** ********* **** ***** * ***** *** ** ********* ***** ******** **, ****, ********* ******** **** ******* ** ***’* ***

A - 21

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

******** ***, **** ********** ********* *** ***** *, *** ********* **** ** ******** **** **** *** ********** ** ***’* ************** ******* ****** ** *** ****** **** ** **** ******** ********* ****** ********* *** ** *** ****** ******* *** *** ******** * *** ******** ** ***** ** ******* *** ******** **** ***’* ******** ********** ******** ** ***. *************** *** ********** ********* ** *** ********* ********, ****** *** ****** ****** ***** ******** *** *********** ** **** *** *** ***, *** ********** ** *** *****, ** **********, ** ****** ** ***** ** **** *** *** *** *** ********’* ******** ** *** *** *** ******* ******** *** ******** ***** ****** ** ******, *** **** ******** *** ******** ***** ******** ** ** ****** ** ** ******** ****** *** ******* ** *** ***** “********” *** “********” ** **** ** *** ********* ** *******.

27. Exhibit A-1, Section 9 entitled MIPS Calculation of the Agreement shall be deleted in its entirety and replaced with the following :

9. MIPS Calculation. Customer agrees to pay CSG for the MIPS provided by CSG under this Agreement in accordance with the fees set forth in Schedule F. By the ****** ***** ****** *** ** **** ******** ***** CSG will notify Customer in writing of the MIPS provided for the following *** ******* *** ****** ***** ******** ****. The MIPS provided to Customer by CSG shall include a total number of MIPS based on: (a) the MIPS Base (defined below); (b) the number of additional MIPS provided by CSG for system enhancements and/or software releases; and (c) the number of MIPS purchased by Customer. “MIPS Base” shall mean ******** ***** *** ***.** **** *** *** ******* ******** ****,**** ****** *********** (as defined in Schedule F) per *****. In the event Customer wishes to purchase additional MIPS in accordance with paragraph (c) above, Customer shall pay the fee set forth in Schedule F of the Agreement.

IN WITNESS WHEREOF Customer has caused this Amendment to be executed by its duly authorized representatives.

DISH NETWORK, L.L.C. (“CUSTOMER”)
By:	/s/ Michael McClaskey
Name:	Michael McClaskey
Title:	CIO

ACKNOWLEDGED AND AGREED:

CSG SYSTEMS, INC. (“CSG”)
By:	/s/ Joseph T. Ruble
Name:	Joseph T. Ruble
Title:	General Counsel

A - 22

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

ATTACHMENT B

****** *******

1. **********: ** ********** *** ******** *********, *** ******* **** *********** ** ******* *** ********* *********** **********:

(a) ******* ******* ***** * *********** ******** *** ************ **** ***, ***** *********** ******** *** ************ *** ******** *****:

(i) *********** ** ******* ** *** *** ********-******** ************* ******** ** *** ** ** *** ******** ****** **** ** ******** ** ******** * *** ******** * *** ** **** ******** ** ******* ******* ** ****** ********* ** *** *******.

(ii) *********** *** ****** *** ******** *** ************* ** ******* ******** *****.

(iii) ******* **** *************** ******* ** ******* ******** ************* ******* ** ******** ******** *************.

(b) ******* ********’* ********** ******** ** *** *** ****** **** ****:

(i) ******* ******* *********** ******.

(ii) ******** ******* ******** *** ********* ******** ************.

(iii) ********* ********** ****/******** *********** *** ********** ***********.

(iv) ******** “***** *** *******” *******.

(v) ******* ****** ******** ****** ** ********** *** **** *****.

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

(c) ****** *** ******** ********** *** ******* ********* ************:

(i) ******* *** *********** ************ ** *********.

(d) ****: ******* **** ** ********* *****:

(i) *** ********* **** **** ** ******** ** ********* ** *** ******* ******* *********** ********:

A. ****** ******** *****: *** ******** ****-********* ******* *****.

B. ****: *** ******** ******** *** ***** **** ***’* ********* *** *** *** ***’*.

C. ******** ******: ****** **** **** ******** ** *** ****** **** ****.

D. ******** ***** ** ********: *** ******** ******** ***** ** ********.

E. ********* *********: ******** ** ********** *********.

(ii) *** ********** ** *** ********* **** **** ******* *********** ** ***’* *********** ****:

A. ****** ********** *****: ****** ** **** ********* ********** ***** ****** ***** *.

B. ************* ** *** **** *********: ******* ** *** ******* ********** ** * ********** *** ***** ********.

C. ****** ****** ******: ****** *** **** ***** **** ********** ****** ****** *** ***** *** **********.

D. ******* ************* ** ******* *** *** ***: ***** *********** **** ***** **** **** * ******* ******** ********** ******* ****** ****.

E. ******* ********** **********: ****** ******* *** ********** ***** *** ******* **** ******* ********** *******.

2. ****** ******* ***********:

(a) ** ******* **** ********* **** ** ********* ***** ******** ********* ** ********.

(b) **** **** *************** *** *** ********* **** ** **** ** ********.

(c) *** *********** ** ********’* ********** *********** ** ********** ********** **** *** *********** ** **** *********** ** ** *** ********* ****.

A - 23

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

(d) *** *********** ** ***’* *** ******** ** ********** ********** **** *** *********** ** ******** ** ** *** ********* ****.

3. *** ****************:

(a) ******* ** **** **** *** *** ********* **** **** ******** *** ** ** ******-**** **** ****** ** * ******* ************** ******* *** ****:

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

(ii) ******* ******* *****.

(iii) ******* ******* ******* **********.

(iv) ****** *** ******** ******* ******* ****** *******.

(v) ******** ******** ***** *** ******** **** ***********.

(vi) *********** ** ******** *** ***** ********.

(vii) ******* ****** ****** ******* ** ********.

(b) ******* ** **** **** *** *** **** **** ******** ** * **** ** ******-**** **** ******* *********** *** ** ** ******-**** **** ****** ** * ************** ******* *** ****:

(i) ******** ********** ** ********* ******* ************.

(ii) ********* ************* ************.

(iii) ********* ********* ******* ************.

(c) ******* ** **** **** ***** *** **** **** ********* ** * **** ** ****** **** ******* *********** *** ** ** ******-**** **** ****** ** * ******************* *“***”* **** ***** ****:

(i) ******** *** ******* ************* ** ******** *** ********’* ******** *** ********** ******* *** ********** ***********.

(ii) ****** **** ****** *** ********** ** ********’* *** ***********.

(iii) ****** ****** **** ************** *** *** *********

(iv) ****** *********** ********** *** *** **********

(v) ****** ** *** ****** **** ********** ***** ** ********** *********

(vi) ****, ******** *** ******* **********

(d) ******* ** **** **** ***** *** **** **** ********* ** * **** ** ****** **** ******* *********** *** ** ** ******-**** **** ****** * ******** **** ***** ****:

(i) ***** *** ********’* ****** ******** *** ***, ***** ***** *** ****** ******* **** *********.

(ii) *** ******** ***** ******* **:

A. ********** ******* ******** ** ******

B. **** ****** ******** ******** **-** ******

C. ******* ******** *** ************ ********** ** ********* ***** ****-*** ******, *** *** ******* *********** ** **** *** *-* ***** ****-*** ******, *** *** ******* ******* ****** **-* ***** ****** ********* ** ** ****** ** **-** ****** *** ***** *********** ********* ******* ***** **** ******** ********** *****-**** ******.

D. ********* ******** ******** *** ************ ** ******

(e) *** ********* ******** **** *“***”*, ******* ********’* *** ** *** ****:

(i) ******* ********** ******* ******* ** ********.

(ii) ****** ******** ********** ** ******* ********’* *** ********.

(iii) **** **** ******** *** ******** *** ***** ** ********* ******** ********* ****** ********** **********.

(iv) ******* ******** ******* ***** ************** *** ********.

4. ******** ****************:

A - 24

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

(a) ****** *** ***** ***** *******, **********, ****** ******, ******* *** ********** ******* ** ********** *** ******** ** ******* ** ************ ***’* *** ********.

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

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

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

(e) ****** ******* ********.

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

(g) ******* **** ********* ** ****** *** ******* *** ************ ** *** ************* ** * ****** ******.

(h) ******** *** ******** ******* ** ******** ******** ******* *** **********.

(i) ******** ****** *************** *** ******* ******* ******* ********* *** ******.

(j) ******* ******* ************.

(k) ******* ************ *** ********* ********.

(l) ******* **** ********* ** ********* ***.

(m) ******* ******** ********* ** **** *** **************** *** *** ****** ******* ***********.

5. *********:

(a)	************ ****:	*** ******** ****** ****
(b)	********* ********** ****:	********* ********* ******* ******** **** ** ******-
		**** **** ****** ***** *** ************ ****

6. ****** ******* *****:

(a) ******* ** ***-******** ***** *** *****:

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

(ii) *** *********** ***** ********* *** *** ******** ** *** ***** ****** ** ******** * *** ******** *.

(iii) *** ********** ** ***’* ********** ** ******* *. *** *** *** ****. *** *********** ***** *** ********* ** *** *** ** ********** *** ****** *** ****** ******* *********** **.*., ****** ******* *********** ****** **** *** ** ******* ** ******** *** ******** ** **** ** ***.

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

(b) ******* ** ******** ***** *** *****:

********* ********* ********

(i) *** ********* *** ******** ** *** *** ********* *** **** ********** ** ******** * *** ********.

(ii) *** *** ******** ********* ********* *** ******** ****** **** **** ** *********** **** **** ***** * *** ***, *** *** **** ******** *** ***** ***** ******** *** ****

A - 25

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

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

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

(c) *** ******* ***** **** *** ****** ******* ***** ********** ****** *** ***** **** *** ********* ********** ***********:

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

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

A - 26

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

Schedule 1

** ***

****** *******

******* **********
***
	********	***
	********	*** *** ******
	********	*** ***** **- ****** ******
	********	*** ****** ***** ****
	********	********* *** ********* ** *** ***********
	********	*** **** ****
	********	*********** **** **** ********
	********	*** *** ******** *******
	********	*** ************ ** ******* *** ***********
	********	*** ****** *************
	********	*** ******
	********	***- ***** ***********
	********	*** ************ ** ***** *** ********
	********	***-***, ***********, *** ***** ** ****
	********	******** *** ** **** ******
	********	********** ***
	********	*** ************ ****** ***************
	********	*** ****** *************
	********	***- ************ **** **** *** ***********
	********	************
	********	*** ** **** ****** ***** ***
	********	*** ******* ** *****
	********	**** **** ********** ** ******* ****
	********	******* *******
	********	******* ********** **** *** **********
	********	****** ***** ***** *** * **** ***** *******
	********	****** ***** *** ********** **** ****
	********	********** ** **** *** ***
	********	****** ***** ****- ***** *** ****
	********	*** ****** ***********
	********	*** ******* ***********
	********	**** *************
	********	** ***** ********
	********	******* ******* ***
	********	*** ** ** ***** ****
	********	**** *** ******** *** ************ **********
	********	**** ** ******

A - 27

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

	******** ******** ********	**** *** ******* *** ** ****** ************ ****** ****** ********** *** ******/********** *******
******* **********
******* *********
	********	** ****** *****
	********	** ******** ******** ******* ******* ********* ***** ****** **********
******* * **********
**** ***********
	********	****** ***-***
	********	*** ******* ****** ********* ** *******
	********	****** ** **** ******* *****
	********	************ ********
	********	****-*** *** **** **********-*** * ****-*** ***** **** *******
	********	****-*** ****** ** **** *****
	******** ******** ******** ******** ******** ******** ********* ******** ******** ******** ******** ******** ******** ********	** ********** ****** ********* ***-**** ****** ******* ******* ******* ** ******* *** ** *******-*** *********** *** ** ******* *** *********** ***** ** ******* *** ******** **** **** **** ******** *** *** ** ******* ****** *** ** ******* ******** ****** ******* **** ** *** ******* ******* ****-*** ***** ********* ****-*** ******* ********** ******* ***** ********* ********* ******* ******* *********** **** ***** ******* ********* ** ***** **** ********** *** ***-********* ************ ******** **** ****** *******
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A - 28

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

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A - 29

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

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A - 30

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

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A - 31

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

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A - 32

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

Schedule 2

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A - 33

EX-10.52

Exhibit 10.52

Execution Copy

EMPLOYMENT AGREEMENT

This Employment Agreement amends and restates the Employment Agreement made and entered into on the 1st day of July, 2010, among CSG SYSTEMS INTERNATIONAL, INC. (“CSGS”), a Delaware corporation, CSG SYSTEMS, INC. (“Systems”), a Delaware corporation, and MICHAEL HENDERSON (the “Executive”). CSGS and Systems collectively are referred to in this Employment Agreement as the “Companies”. The effective date of Paragraph 10(l) and Paragraphs 10(m)(i)(7) and 10(m)(i)(8) as hereby amended and set forth in this Employment Agreement is March 16, 2011. The effective date of all other provisions of this Employment Agreement remains July 1, 2010.

* * *

WHEREAS, the Companies and the Executive entered into an original Employment Agreement, effective as of July 1, 2010, setting forth the terms of the Executive’s employment with the Companies (the “Original Agreement”);

WHEREAS, CSGS and the Executive entered into two separate Restricted Stock Award Agreements on July 19, 2010, covering 17,500 shares each of common stock of CSGS (the “RSA Agreements”);

WHEREAS, the Companies agree that it is in the best interest of the Companies to amend the Original Agreement and the RSA Agreements to eliminate the potential tax gross-up payments to the Executive, if any, relating to “excess parachute payments” within the meaning of Section 280G of the Internal Revenue Code of 1986, as amended;

WHEREAS, the Executive believes that it is in the best interest of the Executive to amend the Original Agreement and the RSA Agreements, in consideration of a payment from the Companies to the Executive in the amount of $175,000, (less legally permitted payroll-related deductions made in the normal course) the sufficiency of which is hereby acknowledged, and which shall be paid as soon as practicable after the execution of this Agreement;

WHEREAS, the Companies and the Executive desire to amend the Original Agreement as set forth herein to: (i) amend Paragraph 10(l) of the Original Agreement to eliminate potential gross-up payments from the Companies to the Executive in connection with a change of control; (ii) amend Paragraph 10(l) of the Original Agreement to limit the amount of potential excess parachute payments to the Executive to the greater benefit to the Executive on an after-tax basis; and (iii) amend Paragraphs 10(m)(i)(7) and 10(m)(i)(8) of the Original Agreement to eliminate the time and form of payment with respect to potential gross-up payments; and to amend the RSA Agreements as set forth herein in Paragraph 10(l).

NOW, THEREFORE, the Companies and the Executive agree as follows:

1. Employment and Duties. Each of the Companies hereby employs the Executive as Executive Vice President-Sales and Marketing throughout the term of this agreement and agrees during the term of this agreement to cause the Executive from time to time to be elected or appointed to such corporate offices or positions, and the Executive accepts such employment.

Henderson Employment Agreement Amendment March 2011 (final)

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The duties and responsibilities of the Executive shall include the duties and responsibilities of the Executive’s corporate offices and positions referred to in the preceding sentence which are set forth in the respective bylaws of the Companies from time to time and such other duties and responsibilities consistent with the Executive’s corporate offices and positions referred to in the preceding sentence and this agreement which the Board of Directors of CSGS (the “Board”) or the Chief Executive Officer of CSGS from time to time may assign to the Executive. If the Executive is elected or appointed as a director of CSGS or Systems or as an officer or director of any of the respective subsidiaries of the Companies during the term of this agreement, then he also shall serve in such capacity or capacities but without additional compensation.

2. Term of Employment. The employment of the Executive under this agreement shall begin on July 19 and shall continue until the first to occur of (a) the Executive’s death, (b) the effective date of the Executive’s voluntary resignation as an employee of the Companies, (c) the effective date of the termination of the Executive’s employment by the Companies by reason of the Executive’s disability pursuant to Paragraph 10(b) of this agreement, (d) the effective date of the termination of the Executive’s employment by the Companies for cause pursuant to Paragraph 10(c) of this agreement, (e) the effective date of the termination of the Executive’s employment by the Companies for any reason other than cause or the Executive’s death or disability pursuant to Paragraph 10(d) or Paragraph 10(e) of this agreement, or (f) the effective date of the termination of the Executive’s employment pursuant to Paragraph 10(f) of this agreement. Upon the termination of the employment of the Executive under this agreement, the applicable provisions of Paragraph 10 of this agreement shall become effective; and the Companies and the Executive thereupon and thereafter shall comply with the applicable provisions of Paragraph 10 of this agreement.

3. Place of Employment. Regardless of the location of the executive offices of the Companies during the term of this agreement, the Companies shall maintain a suitably staffed office for the Executive in the Denver, Colorado, metropolitan area during the term of this agreement; and the Executive will not be required without his consent to relocate or transfer his executive office or principal residence from the immediate vicinity of the Denver, Colorado, metropolitan area.

4. Base Salary. For all services to be rendered by the Executive pursuant to this agreement, the Companies shall pay the Executive a base salary (the “Base Salary”). The Companies shall pay the Base Salary for 2010 at the annual rate of $325,000.00 and shall pay the Base Salary for each subsequent calendar year at an annual rate which is not less than the annual rate of the Executive’s Base Salary in effect on December 31 of the immediately preceding calendar year. The Executive’s annual incentive bonus provided for in Paragraph 5 and all other compensation and benefits to which the executive is or may become entitled pursuant to this agreement or under any plans or programs of the Companies shall be in addition to the Base Salary.

5. Annual Incentive Bonus. As soon as practicable after the execution of this agreement, the Chief Executive Officer of CSGS or his delegate shall establish an incentive bonus program for the Executive for 2010. Such incentive bonus program for 2010 shall reflected either in a written supplement to this agreement signed by the Companies and the Executive or in such other form as the Companies customarily use for such purpose. The same

Henderson Employment Agreement Amendment March 2011 (final)

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procedure shall be followed for subsequent calendar years during the term of this agreement, so that an annual incentive bonus program for the Executive will be in effect throughout the term of this agreement. The Executive and the Companies understand and acknowledge that, among other things, such incentive bonus program will involve achievement by the Companies or a particular division of the Companies of various financial objectives, which may include but are not limited to revenues and earnings, and also may include achievement by the Companies or a particular division of the Companies of various non-financial objectives. Such incentive bonus program for each calendar year shall provide the opportunity for the Executive to earn an incentive bonus of not less than sixty-five percent (65%) of the Executive’s Base Salary for such calendar year if the agreed upon objectives are fully achieved. The Board from time to time in its discretion also may establish incentive compensation programs for the Executive covering periods of more than one (1) year, and any such program (if established) shall be in addition to the annual incentive bonus program required by this Paragraph 5.

6. Expenses. During the term of this agreement, the Executive shall be entitled to prompt reimbursement by the Companies of all reasonable ordinary and necessary travel, entertainment, and other expenses incurred by the Executive (in accordance with the policies and procedures established by the Companies for their respective senior executive officers) in the performance of the Executive’s duties and responsibilities under this agreement; provided, that the Executive shall properly account for such expenses in accordance with the policies and procedures of the Companies, which may include but are not limited to itemized accountings.

7. Other Benefits. During the term of this agreement, the Companies shall provide to the Executive and the Executive’s eligible dependents at the expense of the Companies individual or group medical, hospital, dental, and long-term disability insurance coverages and group life insurance coverage, in each case at least as favorable as those coverages which are provided to other executive vice presidents of the Companies. During the term of this agreement, the Executive also shall be entitled to participate in the Wealth Accumulation Plan of the Companies and such other benefit plans or programs which the Companies from time to time may make available to their executive officers and/or employees generally (except, if applicable, any programs in which executive officers of CSGS are not eligible to participate because of securities law restrictions).

8. Vacations and Holidays. During the term of this agreement, the Executive shall be entitled to paid vacations and holidays in accordance with the policies of the Companies in effect from time to time for their respective senior executive officers, but in no event shall the Executive be entitled to less than four (4) weeks of vacation during each calendar year.

9. Full-Time Efforts and Other Activities. During the term of this agreement, to the best of his ability and using all of his skills, the Executive shall devote substantially all of his working time and efforts during the normal business hours of the Companies to the business and affairs of the Companies and to the diligent and faithful performance of the duties and responsibilities assigned to him pursuant to this agreement, except for vacations, holidays, and sick days. However, the Executive may devote a reasonable amount of his time to civic, community, or charitable activities, to service on the governing bodies or committees of trade associations or similar organizations of which either or both of the Companies are members, and, with the prior approval of the Board, the Chief Executive Officer of CSGS, or the President of

Henderson Employment Agreement Amendment March 2011 (final)

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CSGS, to serve as a director of other corporations and to other types of activities not expressly mentioned in this paragraph, so long as the activities referred to in this sentence do not materially interfere with the proper performance of the Executive’s duties and responsibilities under this agreement. The Executive also shall be free to manage and invest his assets in such manner as will not require any substantial services by the Executive in the conduct of the businesses or affairs of the entities or in the management of the properties in which such investments are made, so long as such activities do not materially interfere with the proper performance of the Executive’s duties and responsibilities under this agreement. At all times during the term of this agreement, the Executive shall comply with the requirements of the then current Code of Business Conduct and Ethics of CSGS. At all times during the term of this agreement, the Executive shall comply with the requirements of the then current Code of Business Conduct and Ethics of CSGS.

10. Termination of Employment.

(a) Termination Because of Death. The Executive’s employment by the Companies under this agreement shall terminate upon the Executive’s death. If the Executive’s employment under this agreement terminates because of his death, then the Executive’s estate or his beneficiaries (as the case may be) shall be entitled to receive the following compensation and benefits from the Companies:

(i) The Base Salary through the date of the Executive’s death;

(ii) A pro rata portion of the Executive’s annual incentive bonus for the calendar year in which his death occurs (computed as if the Executive were employed by the Companies throughout such calendar year), based upon the number of days in such calendar year elapsed through the date of the Executive’s death as a proportion of 365, to be paid at the same time that such incentive bonus would have been paid had the Executive’s death not occurred and the Executive had continued to be employed by the Companies;

(iii) Any other amounts earned, accrued, or owed to the Executive under this agreement but not paid as of the date of the Executive’s death; and

(iv) Any other benefits payable by reason of the Executive’s death, or to which the Executive otherwise may be entitled, under any benefit plans or programs of the Companies in effect on the date of the Executive’s death; provided, that (i) no shares of restricted stock or other equity award granted to the Executive by CSGS prior to the Executive’s death which has not vested in the Executive as of the date of the Executive’s death shall vest in the Executive or the Executive’s estate or beneficiaries after the date of the Executive’s death and (ii) no stock option granted to the Executive by CSGS prior to the Executive’s death shall be exercisable by the Executive’s estate or beneficiaries after the date of the Executive’s death except as expressly permitted by the provisions of the applicable stock option agreement.

Henderson Employment Agreement Amendment March 2011 (final)

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(b) Termination Because of Disability. If the Executive becomes incapable by reason of physical injury, disease, or mental illness of substantially performing his duties and responsibilities under this agreement for a continuous period of six (6) months or more or for more than one hundred eighty (180) days in the aggregate (whether or not consecutive) during any 12-month period, then at any time after the elapse of such six-month period or such 180 days, as the case may be, the Board may terminate the Executive’s employment by the Companies under this agreement. The effective date of the termination of the Executive’s employment pursuant to this subparagraph (b) is referred to in this paragraph (b) as the “Termination Effective Date”). If the Executive’s employment under this agreement is terminated by the Board because of such disability on the part of the Executive, then the Executive shall be entitled to receive the following compensation and benefits from the Companies:

(i) The Base Salary through the Termination Effective Date;

(ii) A pro rata portion of the Executive’s annual incentive bonus for the calendar year in which such termination occurs (computed as if the Executive were employed by the Companies throughout such calendar year), based upon the number of days in such calendar year elapsed through the Termination Effective Date as a proportion of 365, to be paid at the same time that such incentive bonus would have been paid if such termination had not occurred and the Executive had continued to be employed by the Companies;

(iii) Any other amounts earned, accrued, or owed to the Executive under this agreement but not paid as of the Termination Effective Date;

(iv) Continued participation in the following benefit plans or programs of the Companies which may be in effect from time to time and in which the Executive was participating as of the Termination Effective Date and on the same terms as were in effect on the date immediately preceding the Termination Effective Date, but only to the extent that such continued participation by the Executive is permitted under the terms and conditions of such plans (unless such continued participation is restricted or prohibited by applicable governmental regulations governing such plans), until the first to occur of the cessation of such disability, the Executive’s death, the Executive’s attainment of age sixty-five (65), or (separately with respect to the termination of each benefit) the provision of a substantially equivalent benefit to the Executive by another employer of the Executive:

(1) Group medical and hospital insurance,

(2) Group dental insurance, and

(3) Group long-term disability insurance;

and

Henderson Employment Agreement Amendment March 2011 (final)

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(v) Any other benefits payable by reason of the Executive’s disability, or to which the Executive otherwise may be entitled, under any benefit plans or programs of the Companies in effect on the Termination Effective Date; provided, that (i) the Executive shall not be entitled to make any contributions to a 401(k) plan of the Companies for periods after the Termination Effective Date, (ii) the Companies will have no obligation to make any contributions to a 401(k) plan of the Companies for the benefit of the Executive for periods after the Termination Effective Date, (iii) no shares of restricted stock or other equity award granted to the Executive by CSGS prior to the Termination Effective Date which has not vested in the Executive as of the Termination Effective Date shall vest in the Executive after the Termination Effective Date, and (iv) no stock option granted to the Executive by CSGS prior to the Termination Effective Date shall be exercisable by the Executive after the Termination Effective Date except as expressly permitted by the provisions of the applicable stock option agreement.

For purposes of this subparagraph (b), decisions with respect to the Executive’s disability shall be made by the Board, using its reasonable good faith judgment; and, in making any such decision, the Board shall be entitled to rely upon the opinion of a duly licensed and qualified physician selected by a majority of the members of the Board who are not employees of either of the Companies or any of their respective subsidiaries.

(c) Termination for Cause. The Board may terminate the Executive’s employment by the Companies under this agreement for cause; however, for purposes of this agreement “cause” shall mean only (i) the Executive’s confession or conviction of theft, fraud, embezzlement, or other crime involving dishonesty, (ii) the Executive’s certification of materially inaccurate financial or other information pertaining to the Companies (or either of them) or any of the respective subsidiaries of the Companies with actual knowledge of such inaccuracies on the part of the Executive, (iii) the Executive’s refusal or willful failure to cooperate with an investigation by a governmental agency pertaining to the financial or other business affairs of the Companies (or either of them) or any of the respective subsidiaries of the Companies unless such refusal or willful failure is based upon a written direction of the Board or the written advice of counsel, (iv) the Executive’s excessive absenteeism (other than by reason of physical injury, disease, or mental illness) without a reasonable justification and failure on the part of the Executive to cure such absenteeism within twenty (20) days after the Executive’s receipt of a written notice from the Board or the Chief Executive Officer of CSGS setting forth the particulars of such absenteeism, (v) material violation by the Executive of the provisions of Paragraph 11, (vi) habitual and material negligence by the Executive in the performance of his duties and responsibilities under or pursuant to this agreement and failure on the part of the Executive to cure such negligence within twenty (20) days after his receipt of a written notice from the Board or the Chief Executive Officer of CSGS setting forth in reasonable detail the particulars of such negligence, (vii) material non-compliance by the Executive with his obligations under Paragraph 9 and failure to correct such non-compliance within twenty (20) days after the Executive’s receipt of a written notice from the Board or the Chief Executive Officer of CSGS setting forth in reasonable detail the particulars of such non-compliance, (viii) material failure by the Executive to comply with a lawful directive of the Board or the

Henderson Employment Agreement Amendment March 2011 (final)

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Chief Executive Officer of CSGS and failure to cure such non-compliance within twenty (20) days after the Executive’s receipt of a written notice from the Board or the Chief Executive Officer of CSGS setting forth in reasonable detail the particulars of such non-compliance, (ix) a material breach by the Executive of any of his fiduciary duties to the Companies (or either of them) or any of the respective subsidiaries of the Companies and, if such breach is curable, the Executive’s failure to cure such breach within twenty (20) days after the Executive’s receipt of a written notice from the Board or the Chief Executive Officer of CSGS setting forth in reasonable detail the particulars of such breach, or (x) willful misconduct or fraud on the part of the Executive in the performance of the Executive’s duties under this agreement as determined in good faith by the Board. In no event shall the results of operations of the Companies or any business judgment made in good faith by the Executive constitute an independent basis for termination for cause of the Executive’s employment under this agreement. Any termination of the Executive’s employment for cause must be authorized by a majority vote of the Board taken not later than six (6) months after a majority of the members of the Board (other than the Executive) have actual knowledge of the occurrence of the event or conduct constituting the cause for such termination. The effective date of the termination of the Executive’s employment pursuant to this subparagraph (c) is referred to in this subparagraph (c) as the “Termination Effective Date”. If the Executive’s employment under this agreement is terminated by the Board for cause, then the Executive shall be entitled to receive the following compensation and benefits from the Companies:

(i) The Base Salary through the Termination Effective Date;

(ii) Any other amounts earned, accrued, or owed to the Executive under this agreement but not paid as of the Termination Effective Date; and

(iii) Any other benefits payable to the Executive upon his termination for cause, or to which the Executive otherwise may be entitled, under any benefit plans or programs of the Companies in effect on the Termination Effective Date; provided, that (i) the Executive shall not be entitled to make any contributions to a 401(k) plan of the Companies for periods after the Termination Effective Date, (ii) the Companies will have no obligation to make any contributions to a 401(k) plan of the Companies for the benefit of the Executive for periods after the Termination Effective Date, (iii) no shares of restricted stock or other equity award granted to the Executive by CSGS prior to the Termination Effective Date which has not vested in the Executive as of the Termination Effective Date shall vest in the Executive after the Termination Effective Date, and (iv) no stock option granted to the Executive by CSGS prior to the Termination Effective Date shall be exercisable by the Executive after the Termination Effective Date except as expressly permitted by the provisions of the applicable stock option agreement.

(d) Termination Without Cause Prior to a Change of Control. If, prior to the occurrence of a Change of Control, the Companies terminate the Executive’s employment under this agreement for any reason other than cause or the Executive’s death or disability (the effective date of the termination of the Executive’s employment pursuant to this

Henderson Employment Agreement Amendment March 2011 (final)

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subparagraph (d) being referred to in this subparagraph (d) as the “Termination Effective Date”), then the Executive shall be entitled to receive the following compensation, benefits, and other payments from the Companies:

(i) The Base Salary through that date which is one (1) year after the Termination Effective Date (the “Salary Ending Date”), to be paid at the same times that the Base Salary would have been paid if such termination had not occurred; provided, that if the Executive commences employment with another employer, whether as an employee or as a consultant, prior to the Salary Ending Date (for purposes of this Paragraph 10, the “Other Employment”), then such payments of the Base Salary shall be reduced from time to time by the aggregate amount of salary, cash bonus, and consulting fees received or receivable by the Executive from the Other Employment for services performed by him during the period from the commencement of the Other Employment through the Salary Ending Date;

(ii) An amount equal to one hundred fifteen percent (115%) of the Base Salary in effect on the Termination Effective Date, one half (1/2) of such amount to be paid, without interest, not later than thirty (30) days after the Termination Effective Date and the other one-half (1/2) of such amount to be paid, without interest, one (1) year after the Termination Effective Date.

(iii) Any other amounts earned, accrued, or owed to the Executive under this agreement but not paid as of the Termination Effective Date;

(iv) Continued participation in the following benefit plans or programs of the Companies which may be in effect from time to time and in which the Executive was participating as of the Termination Effective Date and on the same terms as were in effect on the date immediately preceding the Termination Effective Date, but only to the extent that such continued participation by the Executive is permitted under the terms and conditions of such plans (unless such continued participation is restricted or prohibited by applicable governmental regulations governing such plans), until the first to occur of the Salary Ending Date or (separately with respect to the termination of each benefit) the provision of a substantially equivalent benefit to the Executive by another employer of the Executive:

(1) Group medical and hospital insurance,

(2) Group dental insurance, and

(3) Group long-term disability insurance;

(v) Any other benefits payable to the Executive upon his termination without cause, or to which the Executive otherwise may be entitled, under any benefit plans or programs of the Companies in effect on the Termination

Henderson Employment Agreement Amendment March 2011 (final)

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Effective Date; provided, that (i) the Executive shall not be entitled to make any contributions to a 401(k) plan of the Companies for periods after the Termination Effective Date, (ii) the Companies will have no obligation to make any contributions to a 401(k) plan of the Companies for the benefit of the Executive for periods after the Termination Effective Date, (iii) no shares of restricted stock or other equity award granted to the Executive by CSGS prior to the Termination Effective Date which has not vested in the Executive as of the Termination Effective Date shall vest in the Executive after the Termination Effective Date, and (iv) no stock option granted to the Executive by CSGS prior to the Termination Effective Date shall be exercisable by the Executive after the Termination Effective Date except as expressly permitted by the provisions of the applicable stock option agreement; and

(vi) Reimbursement of all of the Executive’s relocation costs and expenses for a move back to the Greater Rochester, NY area in substantially the same manner and to substantially the same extent as relocation expenses were covered for Executive’s move to the Denver, Colorado area, but without any obligation of the Executive to repay to the Companies any portion of such reimbursement.

(e) Termination Without Cause After a Change of Control. If, after the occurrence of a Change of Control, the Companies or any Permitted Assignee terminates the Executive’s employment under this agreement for any reason other than cause or the Executive’s death or disability (the effective date of the termination of the Executive’s Employment pursuant to this subparagraph (e) being referred to in this subparagraph (e) as the “Termination Effective Date”), then the Executive shall be entitled to receive from the Companies and the Permitted Assignee, if any (all of whom shall be jointly and severally liable therefor), all of the compensation, benefits, and other payments from the Companies which are described and provided for in subparagraph (d) of this Paragraph 10 (as modified by this subparagraph (e)); provided, however, that (i) for purposes of this subparagraph (e) the Salary Ending Date shall be two (2) years after the Termination Effective Date, and the aggregate Base Salary payable under subparagraph (d)(i) (as modified by this subparagraph (e)) for all periods through the Salary Ending Date shall be paid to the Executive in a lump sum without regard to Other Employment not later than thirty (30) days after the Termination Effective Date and (ii) the amount payable under subparagraph (d)(ii) (as modified by this subparagraph (e) shall be one hundred sixty-five percent (165%) of the Base Salary in effect on the Termination Effective Date and shall be paid to the Executive in a lump sum not later than thirty (30) days after the Termination Effective Date.

(f) Constructive Termination. If at any time during the term of this agreement the Board, the Chief Executive Officer of CSGS, the President of CSGS, or a Permitted Assignee (i) materially alters the duties and responsibilities of the Executive provided for in Paragraph 1 or (ii) assigns to the Executive duties and responsibilities materially inappropriate to an executive vice president of the Companies without the Executive’s written consent, then, at the election of the Executive (such election to be made by written notice from the Executive to the Board or the Permitted Assignee, as may be appropriate in the circumstances), (x) such action by the Board,

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the Chief Executive Officer of CSGS, the President of CSGS, or such Permitted Assignee shall constitute a constructive termination of the Executive’s employment by the Companies for a reason other than cause (the “Constructive Termination”), (y) the Executive thereupon may resign from his offices and positions with the Companies and shall not be obligated to perform any further services of any kind to or for the Companies, and (z) the Executive shall be entitled to receive from the Companies (and the Permitted Assignee, if applicable) at the applicable times all of the compensation, benefits, and other payments described in subparagraph (d) or subparagraph (e) of this Paragraph 10 (whichever may be applicable), as if the effective date of the Executive’s resignation were the effective date of his termination of employment for purposes of determining such compensation, benefits, and other payments. Notwithstanding the foregoing provisions of this subparagraph (f), before exercising any of his rights pursuant to the preceding sentence, the Executive shall give written notice to the Chief Executive Officer of CSGS setting forth the Executive’s intent to exercise such rights and specifying the Constructive Termination which the Executive claims to be the basis for such intended exercise; and the Companies shall have twenty (20) days after the Chief Executive Officer has received such notice to take such actions, if any, as the Companies may deem appropriate to eliminate such claimed Constructive Termination (without thereby admitting that a Constructive Termination had occurred). If the Companies so act to eliminate such claimed Constructive Termination, then the Executive shall not have any rights under this subparagraph (f) with respect to the claimed Constructive Termination.

(g) Voluntary Resignation. If the Executive voluntarily resigns as an employee of the Companies and thereby voluntarily terminates his employment under this agreement and if none of subparagraphs (a) through (f) of this Paragraph 10 is applicable to such termination (the effective date of the termination of the Executive’s employment pursuant to this subparagraph (g) being referred to in this subparagraph (g) as the “Termination Effective Date”), then the Executive shall be entitled to receive only the following compensation, benefits, and other payments from the Companies:

(i) The Base Salary through the Termination Effective Date;

(ii) Any other amounts earned, accrued, or owed to the Executive under this agreement but not paid as of the Termination Effective Date;

(iii) If (and only if) the Executive’s voluntary resignation is effective on December 31 of a particular calendar year, the Executive’s annual incentive bonus (if any) for such calendar year, to be paid in accordance with the regular schedule for its payment; and

(iv) Any other benefits payable to the Executive upon his voluntary resignation, or to which the Executive otherwise may be entitled, under any benefit plans or programs of the Companies in effect on the Termination Effective Date; provided, that (i) the Executive shall not be entitled to make any contributions to a 401(k) plan of the Companies for periods after the Termination Effective Date, (ii) the Companies will have no obligation to make any contributions to a 401(k) plan of the Companies for the benefit of the Executive for periods after the Termination Effective

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Date, (iii) no shares of restricted stock or other equity award granted to the Executive by CSGS prior to the Termination Effective Date which has not vested in the Executive as of the Termination Effective Date shall vest in the Executive after the Termination Effective Date, and (iv) no stock option granted to the Executive by CSGS prior to the Termination Effective Date shall be exercisable by the Executive after the Termination Effective Date except as expressly permitted by the provisions of the applicable stock option agreement.

The Executive understands and agrees that if this subparagraph (g) is applicable to the termination of the Executive’s employment with the Companies, then, unless his voluntary resignation is effective on December 31 of a particular calendar year, the Executive will not be entitled to any annual incentive bonus for the calendar year in which his voluntary resignation becomes effective.

(h) Liquidated Damages. The Executive agrees to accept the compensation, benefits, and other payments provided for in subparagraph (d), subparagraph (e), or subparagraph (f) of this Paragraph 10, as the case may be, as full and complete liquidated damages for any breach of this agreement resulting from the actual or constructive termination by the Companies of the Executive’s employment under this agreement for a reason other than cause or the Executive’s death or disability; and the Executive shall not have and hereby waives and relinquishes any other rights or claims in respect of such breach.

(i) Notice of Other Employment and of Benefits. The Executive promptly shall notify the Companies in writing of (i) the Executive’s acceptance of the Other Employment referred to in subparagraph (d) of this Paragraph 10, (ii) the effective date of such Other Employment, and (iii) the amount of salary, cash bonus, and consulting fees which the Executive receives or is entitled to receive from the Other Employment for services performed by the Executive during the period from the commencement of the Other Employment through the Salary Ending Date. Whenever relevant for purposes of this Paragraph 10, the Executive also promptly shall notify the Companies of the Executive’s receipt from another employer of any benefits of the types referred to in subparagraphs (b)(iv) and (d)(iv) of this Paragraph 10. Such information shall be updated by the Executive whenever necessary to keep the Companies informed on a current basis.

(j) Modification of Benefit Plans or Programs. Nothing contained in this Paragraph 10 shall obligate the Companies to institute, maintain, or refrain from changing, amending, or discontinuing any benefit plan or program referred to in subparagraph (b)(iv) or (d)(iv) of this Paragraph 10 so long as such actions are similarly applicable to senior executives of the Companies generally.

(k) Rights of Estate. If the Executive dies prior to his receipt of all of the cash payments to which he may be entitled pursuant to subparagraphs (b), (c), (d), (e), (f), or (g) of this Paragraph 10 if any such subparagraph becomes applicable, then the unpaid portion of such cash payments shall be paid by the Companies to the personal representative of the Executive’s estate at the same time or times that the payments would have been made to the Executive if he still were living.

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(l) Limitation on Payments. Notwithstanding any other provision of this agreement, in the event that it shall be determined that the aggregate payments or distributions by the Companies to or for the benefit of the Executive, whether paid or payable or distributed or distributable pursuant to the terms of this agreement, the RSA Agreements or otherwise (the “Payments”), constitute “excess parachute payments” within the meaning of Section 280G of the Internal Revenue Code of 1986, as amended (the “Code”), and any regulations thereunder, (collectively, “Section 280G”)) that would be subject to the excise tax imposed by Section 4999 of the Code or any successor provision (collectively, “Section 4999”) or any interest or penalties with respect to such excise tax (the total excise tax, together with any interest and penalties, are hereinafter collectively referred to as the “Excise Tax”)), then the Payments shall be either (i) delivered in full, or (ii) delivered to such lesser extent that would result in no portion of the Payments being subject to the Excise Tax, whichever of the foregoing amounts, taking into account the applicable Federal, state or local income and employment taxes and the Excise Tax, results in the receipt by the Executive, on an after-tax basis, of the greatest amount of benefits, notwithstanding that all or some portion of such benefits may be subject to the Excise Tax. In the event that the Payments are to be reduced pursuant to this Paragraph 10(l), such Payments shall be reduced such that the reduction of compensation to be provided to the Executive as a result of this Paragraph 10(l) is minimized. In applying this principle, the reduction in amounts or benefits subject to Section 409A of the Code shall be made in a manner consistent with the requirements of Section 409A of the Code and where two economically equivalent amounts are subject to reduction but payable at different times, such amounts shall be reduced on a pro rata basis (but not below zero). The reduction, if any, in other amounts or benefits shall be determined in accordance with any applicable legal requirements. All calculations required pursuant to this Paragraph 10(l) shall be performed in good faith by nationally recognized registered public accountants or tax counsel selected and paid for by the Companies. Further, the Companies, as authorized by the Compensation Committee of CSGS, and the Executive agree that this Paragraph 10(l) is expressly intended to, and hereby does, modify and amend Section 15(d) of each RSA Agreement dated July 19, 2010, to delete Section 15(d) from each RSA Agreement.

(m) Section 409A; Time and Form of Payments and Benefits. The parties intend that each payment and benefit provided to the Executive upon the termination of employment of the Executive pursuant to this Paragraph 10 either shall be eligible for certain regulatory exceptions to the limitations imposed on deferred compensation by Section 409A of the Code or shall comply with the requirements of Section 409A of the Code. The purpose of this subparagraph (m) is solely to enable this agreement to comply with, or be eligible for one or more exceptions from, the requirements of Section 409A of the Code.

(i) Time and Form of Payment. Each of the following amounts payable to the Executive under this agreement shall constitute a separate payment for purposes of Section 409A of the Code:

(1) Each pay period installment of Base Salary payable to the Executive pursuant to subparagraphs 10(d)(i) or 10(f) (each such installment, a “Salary Continuation Payment”).

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• Each Salary Continuation Payment shall be paid in accordance with the payroll payment schedule of the Companies in effect on the effective date of the Executive’s termination of employment with the Companies.

(2) Any annual incentive bonus payable to the Executive pursuant to subparagraph 10(g)(iii) (“Full Termination Year Bonus”).

• Any Full Termination Year Bonus shall be paid during the calendar year immediately following the calendar year in which the effective date of the Executive’s termination of employment with the Companies occurs, such payment to be made on the date when such bonuses are normally paid by the Companies (but in no event after the end of the calendar year immediately following the calendar year in which the Executive’s termination of employment with the Companies is effective).

(3) Any pro rata portion of the Executive’s annual incentive bonus for the calendar year of the Executive’s termination of employment pursuant to subparagraphs 10(a)(ii) or 10(b)(ii) (“Pro-Rated Termination Year Bonus”).

• Any Pro-Rated Termination Year Bonus shall be paid during the calendar year immediately following the calendar year in which the effective date of the Executive’s termination of employment with the Companies occurs, such payment to be made on the date when such bonuses are normally paid by the Companies (but in no event after the end of the calendar year immediately following the calendar year in which the Executive’s termination of employment with the Companies is effective).

(4) Any Base Salary amount payable pursuant to subparagraphs 10(e)(i) or 10(f) (“Lump Sum Salary”).

• Any Lump Sum Salary shall be paid not later than thirty (30) days following the effective date of the Executive’s termination of employment with the Companies.

(5) Any amounts payable in two (2) installments as a percentage of the Executive’s Base Salary pursuant to subparagraphs 10(d)(ii) or 10(f) (“Percentage Base Amount”).

• One-half (1/2) of any Percentage Base Amount shall be paid not later than thirty (30) days after the effective date of the Executive’s termination of employment with the

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Companies, and the other one-half (1/2) of any Percentage Base Amount shall be paid on the date that is one (1) year after the effective date of the Executive’s termination of employment with the Companies.

(6) Any amounts payable in a lump sum as a percentage of the Executive’s Base Salary pursuant to subparagraphs 10(e)(ii) or 10(f) (“Lump Sum Percentage Base Amount”).

• Any Lump Sum Percentage Base Amount shall be paid not later than thirty (30) days after the effective date of the Executive’s termination of employment with the Companies.

(7) [Removed]

(8) [Removed]

(ii) Continuation of Benefits. Subparagraphs 10(b)(iv), 10(d)(iv), 10(e), and 10(f) provide for continued participation by the Executive in designated health and welfare benefit programs of the Companies for a specified period. The parties intend that any in-kind benefits or reimbursement of expenses incurred by the Executive with respect to the continuation of benefits satisfy the requirements for a fixed schedule of payments with respect to such benefits or payments as required by Treas. Reg. § 1.409A- 3(i)(I)(iv). To the extent such continued participation by the Executive involves any payment for continued coverage by the Executive and reimbursement to the Executive, the amount of any such reimbursement shall be paid to the Executive (or his beneficiary) by December 31 of the calendar year immediately following the year in which the Executive pays the actual cost of continued coverage. The amount of expenses eligible for reimbursement, or in-kind benefits provided, during a calendar year may not affect the expenses eligible for reimbursement, or in-kind benefits to be provided, in any other taxable year. Further, the right to reimbursement or in-kind benefits is not subject to liquidation or exchange for another benefit.

(iii) Six-Month Delay in Payment. Notwithstanding anything contained in this agreement to the contrary, if the Executive is deemed by the Companies at the time of the Executive’s “separation from service” with the Companies to be a “specified employee,” then any compensation or benefits to which the Executive becomes entitled under this agreement in connection with such separation from service shall not be paid or commence until the date which is the first business day following the six-month period after the Executive’s separation from service (or, if earlier, the Executive’s death). Such delay in payment shall only be effected with respect to each separate payment or benefit to the extent required to avoid adverse tax treatment to

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the Executive, including (without limitation) the additional 20% tax for which the Executive would otherwise be liable under Section 409A(a)(I)(B) of the Code in the absence of such delay in payment. Upon the expiration of the payment delay period, any compensation or benefits which otherwise would have been paid during the payment delay period (whether in a single sum or in installments) in the absence of this subparagraph (iii) shall be paid to the Executive or the Executive’s beneficiary in a lump-sum payment.

(iv) Key Definitions. For purposes of Paragraph 10 of this agreement, the terms “separation from service” and “specified employee,” and, solely with respect to subparagraph 10(b)(iv), the term “disability,” shall have the meanings ascribed to such terms pursuant to Section 409A of the Code and the related treasury regulations and other applicable guidance.

11. Nondisclosure. During the term of this agreement and thereafter, the Executive shall not, without the prior written consent of the Board or a person (other than the Executive) so authorized by the Board, disclose or use for any purpose (except in the course of his employment under this agreement and in furtherance of the business of the Companies or any of their respective subsidiaries) any confidential information, trade secrets, or proprietary data of the Companies or any of their respective subsidiaries (collectively, for purposes of this agreement, “Confidential Information”); provided, however, that Confidential Information shall not include any information then known generally to the public or ascertainable from public or published information (other than as a result of unauthorized disclosure by the Executive) or any information of a type not otherwise considered confidential by persons engaged in the same business or a business similar to that conducted by the Companies or their respective subsidiaries, as the case may be.

12. Successors and Assigns. This agreement and all rights under this agreement shall be binding upon, inure to the benefit of, and be enforceable by the parties hereto and their respective personal or legal representatives, executors, administrators, heirs, distributees, devisees, legatees, successors, and assigns. This agreement is personal in nature, and none of the parties to this agreement shall, without the written consent of the others, assign or transfer this agreement or any right or obligation under this agreement to any other person or entity, except as permitted by Paragraph 14.

13. Notices. For purposes of this agreement, notices and other communications provided for in this agreement shall be deemed to be properly given if delivered personally or sent either by next-business-day prepaid express delivery by a recognized national express delivery service or by United States certified mail, return receipt requested, postage prepaid, in either case addressed as follows:

If to the Executive:	Michael Henderson
	c/o CSG Systems, Inc.
	9555 Maroon Circle
	Englewood, CO 80112

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If to the Companies:	CSG Systems International, Inc.
	and CSG Systems, Inc.
	9555 Maroon Circle
	Englewood, Colorado 80112
	Attn: Chief Executive Officer
	with a copy to the General Counsel
	of the Companies,

or to such other address as either party may have furnished to the other party in writing in accordance with this Paragraph 13. Such notices or other communications shall be effective only upon receipt.

14. Merger, Consolidation, Sale of Assets. In the event of (a) a merger of Systems with another corporation (other than CSGS) in a transaction in which Systems is not the surviving corporation, (b) the consolidation of Systems into a new corporation resulting from such consolidation, (c) the sale or other disposition of all or substantially all of the assets of Systems, the Companies may assign this agreement and all of the rights and obligations of the Companies under this agreement to the surviving, resulting, or acquiring entity (for purposes of this agreement, a “Permitted Assignee”); provided, that such surviving, resulting, or acquiring entity shall in writing assume and agree to perform all of the obligations of the Companies under this agreement; and provided further, that the Companies shall remain jointly and severally liable for the performance of the obligations of the Companies under this agreement in the event of a failure of the Permitted Assignee to perform its obligations under this agreement.

15. Change of Control. For purposes of this agreement, a “Change of Control” shall be deemed to have occurred upon the happening of any of the following events:

(a) CSGS is merged or consolidated into another corporation, and immediately after such merger or consolidation becomes effective the holders of a majority of the outstanding shares of voting capital stock of CSGS immediately prior to the effectiveness of such merger or consolidation do not own (directly or indirectly) a majority of the outstanding shares of voting capital stock of the surviving or resulting corporation in such merger or consolidation;

(b) any person, entity, or group of persons within the meaning of Sections 13(d) or 14(d) of the Securities Exchange Act of 1934 (the “1934 Act”) and the rules promulgated thereunder becomes the beneficial owner (within the meaning of Rule 13d-3 under the 1934 Act) of thirty percent (30%) or more of the outstanding voting capital stock of CSGS;

(c) the Common Stock of CSGS ceases to be publicly traded because of an issuer tender offer or other “going private” transaction (other than a transaction sponsored by the then current management of CSGS);

(d) CSGS dissolves or sells or otherwise disposes of all or substantially all of its property and assets (other than to an entity or group of entities which is then under common majority ownership (directly or indirectly) with CSGS);

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(e) in one or more substantially concurrent transactions or in a series of related transactions, CSGS directly or indirectly disposes of a portion or portions of its business operations (collectively, the “Sold Business”) other than by ceasing to conduct the Sold Business without its being acquired by a third party (regardless of the entity or entities through which CSGS conducted the Sold Business and regardless of whether such disposition is accomplished through a sale of assets, the transfer of ownership of an entity or entities, a merger, or in some other manner) and either (i) the fair market value of the consideration received or to be received by CSGS for the Sold Business is equal to at least fifty percent (50%) of the market value of the outstanding Common Stock of CSGS determined by multiplying the average of the closing prices for the Common Stock of CSGS on the thirty (30) trading days immediately preceding the date of the first public announcement of the proposed disposition of the Sold Business by the average of the numbers of outstanding shares of Common Stock on such thirty (30) trading days or (ii) the revenues of the Sold Business during the most recent four (4) calendar quarters ended prior to the first public announcement of the proposed disposition of the Sold Business represented fifty percent (50%) or more of the total consolidated revenues of CSGS during such four (4) calendar quarters; or

(f) during any period of two consecutive years or less, individuals who at the beginning of such period constituted the Board of Directors of CSGS cease, for any reason, to constitute at least a majority of the Board of Directors of CSGS, unless the election or nomination for election of each new director of CSGS who took office during such period was approved by a vote of at least seventy-five percent (75%) of the directors of CSGS still in office at the time of such election or nomination for election who were directors of CSGS at the beginning of such period.

16. Miscellaneous. No provision of this agreement may be modified, waived, or discharged unless such waiver, modification, or discharge is agreed to in writing and is signed by the Executive and an officer of CSGS (other than the Executive) so authorized by the Board. No waiver by any party to this agreement at any time of any breach by any other party of, or compliance by any other party with, any condition or provision of this agreement to be performed by such other party shall be deemed to be a waiver of similar or dissimilar provisions or conditions at the same or any prior or subsequent time. No agreements or representations, oral or otherwise, express or implied, with respect to the subject matter of this agreement have been made by any party that are not expressly set forth in this agreement.

17. Representations of Companies. The Companies severally represent and warrant to the Executive that they have full legal power and authority to enter into this agreement, that the execution and delivery of this agreement by the Companies have been duly authorized by their respective boards of directors, and that the performance of their respective obligations under this agreement will not violate any agreement between the Companies, or either of them, and any other person, firm, or organization.

18. Non-Solicitation of Employees. For a period of one (1) year after the effective date of the termination of the Executive’s employment under this agreement for any reason, whether voluntarily or involuntarily and with or without cause, without the prior written consent of CSGS the Executive agrees (i) not to directly or indirectly employ, solicit for employment, assist any other person in employing or soliciting for employment, or advise or recommend to

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any other person that such other person employ or solicit for employment any person who then is an employee of the Companies (or either of them) or any of the respective subsidiaries of the Companies and (ii) not to recommend to any then employee of the Companies (or either of them) or any of the respective subsidiaries of the Companies that such employee leave the employ of such employer.

19. Post-Termination Noncompetition. Because the Confidential Information known to or developed by the Executive during his employment by the Companies encompasses at the highest level information concerning the plans, strategies, products, operations, and existing and prospective customers of the Companies and their respective subsidiaries and could not practically be disregarded by the Executive, the Executive acknowledges that the Executive’s provision of executive services to a competitor of the Companies (or either of them) or any of the respective subsidiaries of the Companies soon after the termination of the Executive’s employment by the Companies would inevitably result in the use of the Confidential Information by the Executive in his performance of such executive services, even if the Executive were to use his best efforts to avoid such use of the Confidential Information. To prevent such use of the Confidential Information and the resulting unfair competition and wrongful appropriation of the goodwill and other valuable proprietary interests of the Companies and their respective subsidiaries, the Executive agrees that for a period of one (1) year after the termination of his employment by the Companies for any reason, whether voluntarily or involuntarily and with cause, the Executive will not, directly or indirectly:

(a) engage, whether as an employee, agent, consultant, independent contractor, owner, partner, member, or otherwise, in a business activity which then competes in a material way with a business activity then being actively engaged in by the Companies (or either of them) or any of the respective subsidiaries of the Companies;

(b) solicit or recommend to any other person that such period solicit any then customer of the Companies (or either or them) or any of the respective subsidiaries of the Companies, which customer also was a customer of the Companies (or either of them) or any of the respective subsidiaries of the Companies at any time during the one (1) year period prior to the termination of the Executive’s employment by the Companies, for the purpose of obtaining the business of such customer in competition with the Companies (or either of them) or any of the respective subsidiaries of the Companies; or

(c) induce or attempt to induce any then customer or prospective customer of the Companies (or either of them) or any of the respective subsidiaries of the Companies to terminate or not commence a business relationship with the Companies (or either of them) or any of the respective subsidiaries of the Companies.

The Companies and the Executive acknowledge and agree that the restrictions contained in this Paragraph 19 are both reasonable and necessary in view of the Executive’s positions with the Companies and that the Executive’s compensation and benefits under this agreement are sufficient consideration for the Executive’s acceptance of such restrictions. Nevertheless, if any of the restrictions contained in this Paragraph 19 are found by a court having jurisdiction to be unreasonable, or excessively broad as to geographic area or time, or otherwise unenforceable, then the parties intend that the restrictions contained in this Paragraph 19 be modified by such

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court so as to be reasonable and enforceable and, as so modified by the court, be fully enforced. Nothing contained in this paragraph shall be construed to preclude the investment by the Executive of any of his assets in any publicly owned entity so long as the Executive has no direct or indirect involvement in the business of such entity and owns less than 2% of the voting equity securities of such entity. Nothing contained in this paragraph shall be construed to preclude the Executive from becoming employed by or serving as a consultant to or having dealings with a publicly owned entity one of whose businesses is a competitor of the Companies (or either of them) or any of the respective subsidiaries of the Companies so long as such employment, consultation, or dealings do not directly or indirectly involve or relate to the business of such entity which is a competitor of the Companies (or either of them) or any of the respective subsidiaries of the Companies.

20. Joint and Several Obligations. All of the obligations of the Companies under this agreement are joint and several; and neither the bankruptcy, insolvency, dissolution, merger, consolidation, or reorganization nor the cessation of business or corporate existence of one of the Companies shall affect, impair, or diminish the obligations under this agreement of the other of the Companies. The compensation and benefits to which the Executive is entitled under this agreement are aggregate compensation and benefits, and the payment of such compensation or the provision of such benefits by one of the Companies shall to the extent of such payment or provision satisfy the obligations of the other of the Companies. The Companies may agree between themselves as to which of them will be responsible for some or all of the Executive’s compensation and benefits under this agreement, but any such agreement between the Companies shall not diminish to any extent the joint and several liability of the Companies to the Executive for all of such compensation and benefits.

21. Injunctive Relief. The Executive acknowledges that his violation of the provisions and restrictions contained in Paragraphs 11, 18, and 19 could cause significant injury to the Companies for which the Companies would have no adequate remedy at law. Accordingly, the Executive agrees that the Companies will be entitled, in addition to any other rights and remedies that then may be available to the Companies, to seek and obtain injunctive relief to prevent any breach or potential breach of any of the provisions and restrictions contained in Paragraphs 11, 18, or 19.

22. Dispute Resolution. Subject to the provisions of Paragraph 21, any claim by the Executive or the Companies arising from or in connection with this agreement, whether based on contract, tort, common law, equity, statute, regulation, order, or otherwise (a “Dispute”), shall be resolved as follows:

(a) Such Dispute shall be submitted to mandatory and binding arbitration at the election of either the Executive or the particular Company involved (the “Disputing Party”). Except as otherwise provided in this Paragraph 22, the arbitration shall be pursuant to the Commercial Arbitration Rules of the American Arbitration Association (the “AAA”).

(b) To initiate the arbitration, the Disputing Party shall notify the other party in writing within 30 days after the occurrence of the event or events which give rise to the Dispute (the “Arbitration Demand”), which notice shall (i) describe in reasonable detail the nature of the Dispute, (ii) state the amount of any claim, (iii) specify the requested relief, and

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(iv) name an arbitrator who (A) has been licensed to practice law in the U.S. for at least ten years, (B) has no past or present relationship with either the Executive or the Companies, and (C) is experienced in representing clients in connection with employment related disputes (the “Basic Qualifications”). Within fifteen (15) days after the other party’s receipt of the Arbitration Demand, such other party shall serve on the Disputing Party a written statement (i) answering the claims set forth in the Arbitration Demand and including any affirmative defenses of such party, (ii) asserting any counterclaim, which statement shall (A) describe in reasonable detail the nature of the Dispute relating to the counterclaim, (B) state the amount of the counterclaim, and (C) specify the requested relief, and (iii) naming a second arbitrator satisfying the Basic Qualifications. Promptly, but in any event within five (5) days thereafter, the two arbitrators so named shall select a third neutral arbitrator from a list provided by the AAA of potential arbitrators who satisfy the Basic Qualifications and who have no past or present relationship with the parties’ counsel, except as otherwise disclosed in writing to and approved by the parties. The arbitration will be heard by a panel of the three arbitrators so chosen (the “Arbitration Panel”), with the third arbitrator so chosen serving as the chairperson of the Arbitration Panel. Decisions of a majority of the members of the Arbitration Panel shall be determinative.

(c) The arbitration hearing shall be held in Denver, Colorado. The Arbitration Panel is specifically authorized to render partial or full summary judgment as provided for in the Federal Rules of Civil Procedure. The Arbitration Panel will have no power or authority, under the Commercial Arbitration Rules of the AAA or otherwise, to relieve the parties from their agreement hereunder to arbitrate or otherwise to amend or disregard any provision of this agreement, including, without limitation, the provisions of this Paragraph 22.

(d) If an arbitrator refuses or is unable to proceed with arbitration proceedings as called for by this Paragraph 22, such arbitrator shall be replaced by the party who selected such arbitrator or, if such arbitrator was selected by the two party-appointed arbitrators, by such two party-appointed arbitrators’ selecting a new third arbitrator in accordance with Paragraph 22(b), in either case within five (5) days after such declining or withdrawing arbitrator’s giving notice of refusal or inability to proceed. Each such replacement arbitrator shall satisfy the Basic Qualifications. If an arbitrator is replaced pursuant to this Paragraph 22(d) after the arbitration hearing has commenced, then a rehearing shall take place in accordance with the provisions of this Paragraph 22(d) and the Commercial Arbitration Rules of the AAA.

(e) Within ten (10) days after the closing of the arbitration hearing, the Arbitration Panel shall prepare and distribute to the parties a writing setting forth the Arbitration Panel’s finding of facts and conclusions of law relating to the Dispute, including the reason for the giving or denial of any award. The findings and conclusions and the award, if any, shall be deemed to be confidential information.

(f) The Arbitration Panel is instructed to schedule promptly all discovery and other procedural steps and otherwise to assume case management initiative and control to effect an efficient and expeditious resolution of the Dispute. The Arbitration Panel is authorized to issue monetary sanctions against either party if, upon a showing of good cause, such party is unreasonably delaying the proceeding.

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(g) Any award rendered by the Arbitration Panel will be final, conclusive, and binding upon the parties, and any judgment on such award may be entered and enforced in any court of competent jurisdiction.

(h) Each party will bear a pro rata share of all fees, costs, and expenses of the arbitrators; and, notwithstanding any law to the contrary, each party will bear all of the fees, costs, and expenses of his or its own attorneys, experts, and witnesses. However, in connection with any judicial proceeding to compel arbitration pursuant to this agreement or to enforce any award rendered by the Arbitration Panel, the prevailing party in such a proceeding will be entitled to recover reasonable attorneys’ fees and expenses incurred in connection with such proceedings, in addition to any other relief to which such party may be entitled.

(i) Nothing contained in the preceding provisions of this Paragraph 22 shall be construed to prevent either party from seeking from a court a temporary restraining order or other injunctive relief pending final resolution of a Dispute pursuant to this Paragraph 22.

23. No Duty to Seek Employment. The Executive shall not be under any duty or obligation to seek or accept other employment following the termination of his employment by the Companies; and, except as expressly provided in subparagraphs 10(b)(iv), 10(d)(i), and 10(d)(iv) of Paragraph 10, no amount, payment, or benefit due the Executive under this agreement shall be reduced, suspended, or discontinued if the Executive accepts such other employment.

24. Withholding of Taxes. The Companies may withhold from any amounts payable to the Executive under this agreement all federal, state, and local taxes which arc required to be so withheld by any applicable law or governmental regulation or ruling.

25. Validity. The invalidity or unenforceability of any provision or provisions of this agreement shall not affect the validity or enforceability of any other provision of this agreement, which other provision shall remain in full force and effect; nor shall the invalidity or unenforceability of a portion of any provision of this agreement affect the validity or enforceability of the balance of such provision. In the event of any conflict between the terms of this agreement and any other agreement with the Companies relating to the Executive’s employment, excepting, however, any agreement between the Executive and the Companies related to the Executive’s participation in or awards under any stock option, restricted stock or other plan involving the Companies’ equity securities, the terms of this agreement shall supersede and govern.

26. Counterparts. This document may be executed in one or more counterparts, each of which shall be deemed to be an original and all of which together shall constitute a single agreement.

27. Headings. The headings of the paragraphs contained in this document are for reference purposes only and shall not in any way affect the meaning or interpretation of any provision of this agreement.

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Execution Copy

28. Applicable Law. This agreement shall be governed by and construed in accordance with the internal substantive laws, and not the choice of law rules, of the State of Colorado.

29. Section 409A. The parties intend that any amounts payable and benefits provided under this agreement and the exercise of authority or discretion hereunder by the Companies or by the Executive (i) shall be eligible for certain regulatory exceptions to the limitations imposed on deferred compensation by Section 409A of the Code or (ii) shall comply with the provisions of Section 409A of the Code and the Treasury regulations relating thereto, in each case so as not to subject the Executive to the payment of additional taxes and interest that may be imposed under Section 409A of the Code. To the extent that any amount payable or benefit provided under this agreement would trigger the additional tax or interest imposed under Section 409A of the Code, this agreement shall be modified to avoid such additional tax or interest and to preserve, to the nearest extent reasonably possible, the intended benefit to the Executive.

IN WITNESS WHEREOF, the Companies and the Executive have executed this Employment Agreement on the day and year first above written.

CSG SYSTEMS INTERNATIONAL, INC.,
a Delaware corporation
By:	/s/ Joseph T. Ruble
	Joseph T. Ruble
	Executive Vice President
CSG SYSTEMS, INC., a Delaware corporation
By:	/s/ Joseph T. Ruble
	Joseph T. Ruble
	Executive Vice President
/s/ Michael Henderson
Michael Henderson

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EX-10.82

Exhibit 10.82

This exhibit contains forms of agreements used by the company to grant restricted stock awards to its executive officers and non-employee directors under the company’s 2005 Stock Incentive Plan. Readers should note that these are forms of agreement only and particular agreements with executive officers and directors may contain terms that differ but not in material respects.

2005/CC/EO

RESTRICTED STOCK AWARD AGREEMENT

Name of Grantee (the “Grantee):

Date of Restricted Stock Award (the “Award Date”):

Number of Shares Covered by Restricted Stock Award (the “Award Shares”):

This Restricted Stock Award Agreement (this “Agreement”) is entered into as of the Date of Restricted Stock Award set forth above (the “Award Date”) by and between CSG SYSTEMS INTERNATIONAL, INC., a Delaware corporation (the “Company”), and the Grantee named above (the “Grantee”).

* * *

WHEREAS, the Company has adopted a 2005 Stock Incentive Plan (the “Plan”); and

WHEREAS, pursuant to the Plan, as of the Award Date the Company granted to Grantee a Restricted Stock Award (the “Award”) covering the number of shares of the Common Stock of the Company (the “Common Stock”) set forth above (the “Award Shares”) and is executing this Agreement with Grantee for the purpose of setting forth the terms and conditions of the Award;

NOW, THEREFORE, in consideration of the premises and the covenants and conditions contained herein, the Company and Grantee agree as follows:

1. Award of Restricted Shares.

(a) The Company hereby confirms the grant of the Award to Grantee as of the Award Date. The Award is subject to all of the terms and conditions of this Agreement.

(b) Promptly after the execution of this Agreement, the Company will cause the transfer agent for the Common Stock or other third-party Plan record keeper designated by the Company (the “Transfer Agent”) to (i) either establish a separate account in its records in the name of Grantee (the “Restricted Stock Account”) and credit the Award Shares to the Restricted Stock Account as of the Award Date or credit the Award Shares to a previously existing Restricted Stock Account of Grantee as of the Award Date and (ii) confirm such actions to Grantee electronically or in writing.

2. Vesting of Award Shares.

(a) Twenty-five percent (25%) of the Award Shares (rounded to the nearest whole number) automatically will vest in Grantee on each of the first four (4) anniversaries of the Award Date (each such anniversary being referred to in this Agreement as a “Vesting Date”); provided, however, that no Award Shares shall vest in Grantee on a particular Vesting Date unless Grantee has been continuously employed by the Company from the Award Date until such Vesting Date.

(b) For purposes of this Agreement, a “Termination of Employment” of Grantee means the effective time when the employer-employee relationship between Grantee and the Company terminates for any reason whatsoever.

(c) In determining the existence of continuous employment of Grantee by the Company or the existence of an employer-employee relationship between Grantee and the Company for purposes of this Agreement, the term “Company” shall include a Subsidiary (as defined in the Plan); and neither a transfer of Grantee from the employ of the Company to the employ of a Subsidiary nor the transfer of Grantee from the employ of a Subsidiary to the employ of the Company or another Subsidiary shall be deemed to be a Termination of Employment of Grantee.

(d) After the Grantee has become vested in any of the Award Shares and, if applicable, after the cancellation of certain of the Award Shares as provided for in Section 12(b) has occurred, the Company will instruct the Transfer Agent to remove all restrictions on the transfer, assignment, pledge, encumbrance, or other disposition of the then remaining vested Award Shares in the Restricted Stock Account. Grantee thereafter may dispose of such remaining vested Award Shares in Grantee’s sole discretion, subject to compliance with securities and other applicable laws and Company policies with respect to dispositions of Company stock, and may request the Transfer Agent to issue a certificate for such remaining vested Award Shares in Grantee’s name free of any restrictions.

3. Cancellation of Unvested Award Shares.

Subject to the provisions of Section 15, if applicable, upon a Termination of Employment of Grantee, all of the rights and interests of Grantee in any of the Award Shares which have not vested in Grantee pursuant to Section 2 prior to such Termination of Employment of Grantee automatically shall completely and forever terminate; and, at the direction of the Company, the Transfer Agent shall remove from the Restricted Stock Account and cancel all of such unvested Award Shares.

4. Employment.

Nothing contained in this Agreement (i) obligates the Company or a Subsidiary to continue to employ Grantee in any capacity whatsoever or (ii) prohibits or restricts the Company or a Subsidiary from terminating the employment of Grantee at any time or for any reason whatsoever. In the event of a Termination of Employment of Grantee, Grantee shall have only the rights set forth in this Agreement with respect to the Award Shares.

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5. Dividends and Changes in Capitalization.

If at any time that any of the Award Shares have not vested in Grantee the Company declares or pays any ordinary cash dividend, any non-cash dividend of securities or other property or rights to acquire securities or other property, any liquidating dividend of cash or property, or any stock dividend or there occurs any stock split or other change in the character or amount of any of the outstanding securities of the Company, then in such event any and all cash and new, substituted, or additional securities or other property to which Grantee may become entitled by reason of Grantee’s ownership of such unvested Award Shares immediately and automatically shall become subject to this Agreement, shall be delivered to the Transfer Agent or to an independent Escrow Agent selected by the Company to be held by the Transfer Agent or such Escrow Agent pursuant to the terms of this Agreement (including but not limited to the provisions of Sections 2, 3, and 8), and shall have the same status with respect to vesting and transfer as the unvested Award Shares upon which such dividend was paid or with respect to which such new, substituted, or additional securities or other property was distributed. Any cash or cash equivalents received by the Transfer Agent or such Escrow Agent pursuant to the first sentence of this Section 5 shall be invested in conservative short-term interest-bearing securities, and interest earned thereon also shall have the same status with respect to vesting and transfer as the unvested Award Shares with respect to which such cash or cash equivalents were received.

6. Representations of Grantee.

Grantee hereby represents and warrants to the Company as follows:

(a) Grantee has full legal power, authority, and capacity to execute and deliver this Agreement and to perform Grantee’s obligations under this Agreement; and this Agreement is a valid and binding obligation of Grantee, enforceable in accordance with its terms, except that the enforcement of this Agreement may be subject to bankruptcy, insolvency, reorganization, moratorium, or other similar laws now or hereafter in effect relating to creditors’ rights generally and to general principles of equity (regardless of whether such enforcement is considered in a proceeding in equity or at law).

(b) Grantee is aware of the public availability on the Internet at www.sec.gov of the Company’s periodic and other filings made with the United States Securities and Exchange Commission.

7. Representations and Warranties of the Company.

The Company hereby represents and warrants to Grantee as follows:

(a) The Company is a corporation duly organized, validly existing, and in good standing under the laws of Delaware and has all requisite corporate power and authority to enter into this Agreement, to issue the Award Shares to Grantee, and to perform its obligations under this Agreement.

(b) The execution and delivery of this Agreement by the Company have been duly and validly authorized; and all necessary corporate action has been taken to make this

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Agreement a valid and binding obligation of the Company, enforceable in accordance with its terms, except that the enforcement of this Agreement may be subject to bankruptcy, insolvency, reorganization, moratorium, or other similar laws now or hereafter in effect relating to creditors’ rights generally and to general principles of equity (regardless of whether such enforcement is considered in a proceeding in equity or at law).

(c) When issued to Grantee as provided for in this Agreement, the Award Shares will be duly and validly issued, fully paid, and non-assessable.

8. Restriction on Sale or Transfer of Award Shares.

None of the Award Shares that have not vested in Grantee pursuant to Section 2 (and no beneficial interest in any of such Award Shares) may be sold, transferred, assigned, pledged, encumbered, or otherwise disposed of in any way (including a transfer by operation of law); and any attempt to make any such sale, transfer, assignment, pledge, encumbrance, or other disposition shall be null and void and of no effect.

9. Enforcement.

The Company and Grantee acknowledge that the Company’s remedy at law for any breach or violation or attempted breach or violation of the provisions of Section 8 will be inadequate and that, in the event of any such breach or violation or attempted breach or violation, the Company shall be entitled to injunctive relief in addition to any other remedy, at law or in equity, to which the Company may be entitled.

10. Violation of Transfer Provisions.

Neither the Company nor the Transfer Agent shall be required to transfer on the stock records of the Company maintained by either of them any Award Shares which have been sold, transferred, assigned, pledged, encumbered, or otherwise disposed of in violation of any of the provisions of this Agreement or to treat as the owner of such Award Shares or accord the right to vote or receive dividends to any purported transferee or pledgee to whom such Award Shares shall have been so sold, transferred, assigned, pledged, encumbered, or otherwise disposed of in violation of any of the provisions of this Agreement.

11. Section 83(b) Election.

Grantee shall have the right to make an election pursuant to Treasury Regulation § 1.83-2 with respect to the Award Shares and, if Grantee makes such election, promptly will furnish to the Company a copy of the form of election Grantee has filed with the Internal Revenue Service for such purpose and evidence that such an election has been made in a timely manner.

12. Withholding.

(a) Upon Grantee’s making of the election referred to in Section 11 with respect to any of the Award Shares, Grantee shall pay to or provide for the payment to or withholding by

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the Company of all amounts which the Company is required to withhold from Grantee’s compensation for federal, state, or local tax purposes by reason of or in connection with such election. Notwithstanding any provision of this Agreement to the contrary, neither the Company nor the Transfer Agent shall be obligated to release from the Restricted Stock Account any of the Award Shares with respect to which Grantee has made such election and which have vested in Grantee until Grantee’s obligations under this Section 12 have been satisfied.

(b) Upon the vesting in Grantee of any of the Award Shares as to which the election referred to in Section 11 was not made by Grantee, the Company shall compute as of the applicable vesting date the amounts which the Company is required to withhold from Grantee’s compensation for federal, state, or local tax purposes by reason of or in connection with such vesting, based upon the Fair Market Value (as defined in the Plan) of such Award Shares. After making such computation, the Company shall direct the Transfer Agent to remove from the Restricted Stock Account and cancel that number of the Award Shares whose Fair Market Value (as defined in the Plan) as of the applicable vesting date is equal to the aggregate of such amounts required to be withheld by the Company; provided, that for such purpose the number of Award Shares to be removed from the Restricted Stock Account and cancelled shall be rounded up to the nearest whole Award Share. After the actions prescribed by the preceding provisions of this Section 12(b) have been taken, the Company when required by law to do so shall pay to the applicable tax authorities in cash the amounts required to have been withheld from Grantee’s compensation by reason of or in connection with the vesting referred to in the first sentence of this Section 12(b), with any excess amount resulting from such rounding being treated as federal income tax withholding; and Grantee shall have (i) no further obligation with respect to such amounts required to be withheld and (ii) no further rights or interests in the Award Shares withdrawn from the Restricted Stock Account and cancelled pursuant to this Section 12(b), unless the Company has miscomputed such amounts or the number of such Award Shares.

13. Voting and Other Stockholder Rights.

Grantee shall have the right to vote with respect to all of the Award Shares which are outstanding and credited to the Restricted Stock Account as of a record date for determining stockholders of the Company entitled to vote, whether or not such Award Shares are vested in Grantee as of such record date. Except as expressly limited or restricted by this Agreement and except as otherwise provided in this Agreement, Grantee shall have all of the other rights of a stockholder of the Company with respect to all of the Award Shares which are outstanding and credited to the Restricted Stock Account at a particular time, whether or not such Award Shares are vested in Grantee at such time.

14. Application of Plan.

The relevant provisions of the Plan relating to Restricted Stock Awards and the authority of the Committee under the Plan shall be applicable to this Agreement to the extent that this Agreement does not otherwise expressly address the subject matter of such provisions.

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15. Change of Control.

(a) Notwithstanding the provisions of Section 2(a) and Section 3, all Award Shares which have not previously vested in Grantee pursuant to Section 2(a) automatically shall vest in Grantee upon an involuntary (on the part of Grantee) Termination of Employment of Grantee without Cause after the occurrence of a Change of Control.

(b) For purposes of this Agreement, a “Change of Control” shall be deemed to have occurred upon the happening of any of the following events:

(1) The Company is merged or consolidated into another corporation or entity, and immediately after such merger or consolidation becomes effective the holders of a majority of the outstanding shares of voting capital stock of the Company immediately prior to the effectiveness of such merger or consolidation do not own (directly or indirectly) a majority of the outstanding shares of voting capital stock or other equity interests having voting rights of the surviving or resulting corporation or other entity in such merger or consolidation;

(2) any person, entity, or group of persons within the meaning of Sections 13(d) or 14(d) of the Securities Exchange Act of 1934 (the “1934 Act”) and the rules promulgated thereunder becomes the beneficial owner (within the meaning of Rule 13d-3 under the 1934 Act) of thirty percent (30%) or more of the outstanding voting capital stock of the Company;

(3) the Common Stock of the Company ceases to be publicly traded because of an issuer tender offer or other “going private” transaction (other than a transaction sponsored by the then current management of the Company);

(4) the Company dissolves or sells or otherwise disposes of all or substantially all of its property and assets (other than to an entity or group of entities which is then under common majority ownership (directly or indirectly) with the Company);

(5) in one or more substantially concurrent transactions or in a series of related transactions, the Company directly or indirectly disposes of a portion or portions of its business operations (collectively, the “Sold Business”) other than by ceasing to conduct the Sold Business without its being acquired by a

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third party (regardless of the entity or entities through which the Company conducted the Sold Business and regardless of whether such disposition is accomplished through a sale of assets, the transfer of ownership of an entity or entities, a merger, or in some other manner) and either (i) the fair market value of the consideration received or to be received by the Company for the Sold Business is equal to at least fifty percent (50%) of the market value of the outstanding Common Stock of the Company determined by multiplying the average of the closing prices for the Common Stock of the Company on the thirty (30) trading days immediately preceding the date of the first public announcement of the proposed disposition of the Sold Business by the average of the numbers of outstanding shares of Common Stock on such thirty (30) trading days or (ii) the revenues of the Sold Business during the most recent four (4) calendar quarters ended prior to the first public announcement of the proposed disposition of the Sold Business represented fifty percent (50%) or more of the total consolidated revenues of the Company during such four (4) calendar quarters; or

(6) during any period of two consecutive years or less, individuals who at the beginning of such period constituted the Board of Directors of the Company cease, for any reason, to constitute at least a majority of the Board of Directors of the Company, unless the election or nomination for election of each new director of the Company who took office during such period was approved by a vote of at least seventy-five percent (75%) of the directors of the Company still in office at the time of such election or nomination for election who were directors of the Company at the beginning of such period.

(c) Definition of “Cause”. For purposes of this agreement, “Cause” shall mean only (i) the Grantee’s confession or conviction of theft, fraud, embezzlement, or other crime involving dishonesty, (ii) the Grantee’s certification of materially inaccurate financial or other information pertaining to the Company or a Subsidiary (as defined in the Plan) with actual knowledge of such inaccuracies on the part of the Grantee, (iii) the Grantee’s refusal or willful failure to cooperate with an investigation by a governmental agency pertaining to the financial or other business affairs of the Company or a Subsidiary (as defined in the Plan) unless such refusal

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or willful failure is based upon a written direction of the Board or the written advice of counsel, (iv) the Grantee’s excessive absenteeism (other than by reason of physical injury, disease, or mental illness) without a reasonable justification and failure on the part of the Grantee to cure such absenteeism within twenty (20) days after the Grantee’s receipt of a written notice from the Board or the Chief Executive officer of the Company setting forth the particulars of such absenteeism, (v) material failure by the Grantee to comply with a lawful directive of the Board or the Chief Executive Officer of the Company and failure to cure such non-compliance within twenty (20) days after the Grantee’s receipt of a written notice from the Board or the Chief Executive Officer of the Company setting forth in reasonable detail the particulars of such non-compliance, (vi) a material breach by the Grantee of any of the Grantee’s fiduciary duties to the Company or a Subsidiary (as defined in the Plan) and, if such breach is curable, the Grantee’s failure to cure such breach within twenty (20) days after the Grantee’s receipt of a written notice from the Board or the Chief Executive Officer of the Company setting forth in reasonable detail the particulars of such breach, or (vii) willful misconduct or fraud on the part of the Grantee in the performance of his duties as an employee of the Company or a Subsidiary (as defined in the Plan).

(d) If the employment of Grantee by the Company terminates without Cause after a Change of Control as a result of a Constructive Termination, as defined in a then existing employment agreement (if any) between the Company and Grantee, and all preconditions to the effectiveness of such a Constructive Termination contained in such then existing employment agreement (if any) have been satisfied, then for purposes of Section 15(a) such termination of Grantee’s employment shall be deemed to be “an involuntary (on the part of Grantee) Termination of Employment of Grantee without Cause after the occurrence of a Change of Control”, and the provisions of Section 15(a) shall apply.

16. General Provisions.

(a) No Assignments. Grantee may not sell, transfer, assign, pledge, encumber, or otherwise dispose of any of Grantee’s rights or obligations under this Agreement without the prior written consent of the Company; and any such attempted sale, transfer, assignment, pledge, encumbrance, or other disposition shall be void.

(b) Notices. All notices, requests, consents, and other communications required or permitted under this Agreement shall be in writing and shall be deemed to have been duly given and made upon personal delivery to the person for whom such item is intended (including by a reputable overnight delivery service which shall be deemed to have effected personal delivery) or upon deposit, postage prepaid, registered or certified mail, return receipt requested, in the United States mail as follows:

(i) if to Grantee, addressed to Grantee at Grantee’s address shown on the stockholder records maintained by the Transfer Agent or at such other address as Grantee may specify by written notice to the Transfer Agent, or

(ii) if to the Company, addressed to the Chief Financial Officer of the Company at the principal office of the Company or at such other address as the Company may specify by written notice to Grantee.

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Each such notice, request, consent, and other communication shall be deemed to have been given upon receipt thereof as set forth above or, if sooner, three (3) business days after deposit as described above. An address for purposes of this Section 16(b) may be changed by giving written notice of such change in the manner provided in this Section 16(b) for giving notice. Unless and until such written notice is received, the addresses referred to in this Section 16(b) shall be deemed to continue in effect for all purposes of this Agreement.

(c) Choice of Law. This Agreement shall be governed by and construed in accordance with the internal laws, and not the laws of conflicts of laws, of the State of Delaware.

(d) Severability. The Company and Grantee agree that the provisions of this Agreement are reasonable and shall be binding and enforceable in accordance with their terms and, in any event, that the provisions of this Agreement shall be enforced to the fullest extent permitted by law. If any provision of this Agreement for any reason shall be adjudged to be unenforceable or invalid, then such unenforceable or invalid provision shall not affect the enforceability or validity of the remaining provisions of this Agreement, and the Company and Grantee agree to replace such unenforceable or invalid provision with an enforceable and valid arrangement which in its economic effect shall be as close as possible to the unenforceable or invalid provision.

(e) Parties in Interest. All of the terms and provisions of this Agreement shall be binding upon, inure to the benefit of, and be enforceable by the respective heirs, personal representatives, successors, and assigns of the Company and the Grantee; provided, that the provisions of this Section 16(e) shall not authorize any sale, transfer, assignment, pledge, encumbrance, or other disposition of the Award Shares which is otherwise prohibited by this Agreement.

(f) Modification, Amendment, and Waiver. No modification, amendment, or waiver of any provision of this Agreement shall be effective against the Company or Grantee unless such modification, amendment, or waiver (i) is in writing, (ii) is signed by the party sought to be bound by such modification, amendment, or waiver, (iii) states that it is intended to modify, amend, or waive a specific provision of this Agreement, and (iv) in the case of the Company, has been authorized by the Committee. However, Grantee acknowledges and agrees that the Committee, in the exercise of its sole discretion and without Grantee’s consent, may modify or amend this Agreement in any manner and delay either the payment of any amounts payable pursuant to this Agreement or the release of any Award Shares which have vested pursuant to this Agreement to the minimum extent necessary to satisfy the requirements of Section 409A of the Internal Revenue Code of 1986, as amended, and any regulations thereunder; and the Company will provide Grantee with notice of any such modification or amendment. The failure of the Company or Grantee at any time to enforce any of the provisions of this Agreement shall not be construed as a waiver of such provisions and shall not affect the right of the Company or Grantee thereafter to enforce each and every provision of this Agreement in accordance with its terms.

(g) Integration. This Agreement constitutes the entire agreement of the Company and Grantee with respect to the subject matter of this Agreement and supersedes all prior negotiations, understandings, and agreements, written or oral, with respect to such subject matter.

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(h) Headings. The headings of the sections and paragraphs of this Agreement have been inserted for convenience of reference only and do not constitute a part of this Agreement.

(i) Counterparts. This Agreement may be executed in counterparts with the same effect as if both the Company and Grantee had signed the same document. All such counterparts shall be deemed to be an original, shall be construed together, and shall constitute one and the same instrument.

(j) Further Assurances. The Company and Grantee agree to use their best efforts and act in good faith in carrying out their obligations under this Agreement. The Company and Grantee also agree to execute and deliver such additional documents and to take such further actions as reasonably may be necessary or desirable to carry out the purposes and intent of this Agreement.

IN WITNESS WHEREOF, the Company and Grantee have executed this Restricted Stock Award Agreement on the dates set forth below, effective on the Award Date.

COMPANY:		GRANTEE:
CSG SYSTEMS INTERNATIONAL, INC., a Delaware corporation
By:		Date:
Title:	President and Chief Executive Officer
Date:

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2005/PB/EO

RESTRICTED STOCK AWARD AGREEMENT

Name of Grantee (the “Grantee):

Date of Restricted Stock Award (the “Award Date”):

Number of Shares Covered by Restricted Stock Award (the “Award Shares”):

This Restricted Stock Award Agreement (this “Agreement”) is entered into effective on the Date of Restricted Stock Award set forth above (the “Award Date”) by and between CSG SYSTEMS INTERNATIONAL, INC., a Delaware corporation (the “Company”), and the Grantee named above (the “Grantee”).

* * *

WHEREAS, the Company has adopted a 2005 Stock Incentive Plan (the “Plan”) which is administered by the Compensation Committee of the Board of Directors of the Company (the “Committee”); and

WHEREAS, pursuant to the Plan, effective on the Award Date the Committee granted to Grantee a Restricted Stock Award (the “Award”) covering the number of shares of the Common Stock of the Company (the “Common Stock”) set forth above (the “Award Shares”), and the Company is executing this Agreement with Grantee for the purpose of setting forth the terms and conditions of the Award made by the Committee to Grantee effective on the Award Date;

NOW, THEREFORE, in consideration of the premises and the covenants and conditions contained herein, the Company and Grantee agree as follows:

1. Award of Restricted Shares.

(a) The Company hereby confirms the grant of the Award to Grantee effective on the Award Date. The Award is subject to all of the terms and conditions of this Agreement.

(b) Promptly after the execution of this Agreement, the Company will cause the transfer agent for the Common Stock or other third-party Plan record keeper designated by the Company (the “Transfer Agent”) to (i) either establish a separate account in its records in the name of Grantee (the “Restricted Stock Account”) and credit the Award Shares to the Restricted Stock Account as of the Award Date or credit the Award Shares to a previously existing Restricted Stock Account of Grantee as of the Award Date and (ii) confirm such actions to Grantee electronically or in writing.

2. Vesting of Award Shares.

(a) The Award Shares shall vest, if at all, in Grantee in three installments, as set forth in the following table, based upon and subject to (i) the Company’s attainment for a Performance Period set forth in the following table of either (I) the applicable Adjusted Annual EPS target set forth in the following table or (II) the applicable Company Annual Stock Price Target set forth in the following table (collectively, the “Performance Goals”, which were established by the Committee on the Award Date), (ii) the Committee’s certification of such attainment as provided in Section 2(b), and (iii) Grantee’s satisfaction of the continuous employment requirement set forth in Section 2(b):

Performance Period (calendar year)	Number of  Award Shares Subject to Vesting for the Performance Period	Performance Goals
		Adjusted Annual EPS Target (1)	Company Annual Stock Price Target (2)
2011
2012
2013

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(1) Adjusted Annual EPS (“Adjusted EPS”) actually attained for a Performance Period will be based on information contained in the Company’s audited consolidated statement of operations for such Performance Period and will be calculated as set forth in Exhibit A to this Agreement.

(2) The Company Annual Stock Price (the “Stock Price”) actually attained for a Performance Period will be equal to the average Fair Market Value (as defined in the Plan) of the Common Stock for the first twenty (20) trading days occurring after the day on which the Company first publicly reports its results of operations for such Performance Period and will be calculated as set forth in Exhibit B to this Agreement.

(b) As soon as practicable after the end of each Performance Period, the Committee shall certify in writing whether or not the Company attained either of the Performance Goals for such Performance Period. No Award Shares will vest in Grantee (i) unless and until the Committee has certified in writing that an applicable Performance Goal has been attained for a particular Performance Period and (ii) unless Grantee has been continuously employed by the Company from the Award Date through the date of such Committee certification.

(c) If, pursuant to Section 2(b), the Committee certifies in writing that neither of the applicable Performance Goals for the first or second Performance Period has been met, then the Award Shares Subject to Vesting for such Performance Period, as shown in the table in Section 2(a), nevertheless may vest in Grantee at the end of a subsequent Performance Period shown in such table if (i) one of the applicable Performance Goals for such subsequent Performance Period is attained, (ii) the Committee certifies such attainment in accordance with Section 2(b), and (iii) Grantee has been continuously employed by the Company from the Award Date through the date of such Committee certification. Solely by way of illustration of the possible operation of this Section 2(c), if the Company’s Adjusted EPS for the 2011 Performance Period is $X.XX and the applicable Stock Price for such Performance Period is $XX.XX, then neither of the Performance Goals for such Performance Period will have been attained, and no Award Shares will vest in Grantee for such Performance Period. However, if the Company’s Adjusted EPS for the 2012 Performance Period is at least $X.XX or the Stock Price for such Performance Period is at least $XX.XX, as certified by the Committee in accordance with Section 2(b), then the Award Shares which are subject to vesting for both the 2011 and 2012 Performance Periods will vest in Grantee as long as Grantee has been continuously employed by the Company from the Award Date through the date of such Committee certification. A similar deferred vesting may occur if the Company did not attain an applicable Performance Goal for the 2011 or 2012 Performance Period but attains one of the applicable Performance Goals for the 2013 Performance Period, the Committee certifies such attainment, and Grantee has been continuously employed by the Company from the Award Date

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through the date of such Committee certification. If Award Shares have vested in Grantee for a particular Performance Period, the failure of the Company to attain any Performance Goal for a subsequent Performance Period shall have no effect upon such vested Award Shares.

(d) For purposes of this Agreement, a “Termination of Employment” of Grantee means the effective time when the employer-employee relationship between Grantee and the Company terminates for any reason whatsoever.

(e) In determining the existence of continuous employment of Grantee by the Company or the existence of an employer-employee relationship between Grantee and the Company for purposes of this Agreement, the term “Company” shall include a Subsidiary (as defined in the Plan); and neither a transfer of Grantee from the employ of the Company to the employ of a Subsidiary nor the transfer of Grantee from the employ of a Subsidiary to the employ of the Company or another Subsidiary shall be deemed to be a Termination of Employment of Grantee.

(f) After Grantee has become vested in any of the Award Shares and, if applicable, after the cancellation of certain of the Award Shares as provided for in Section 12(b) has occurred, the Company will instruct the Transfer Agent to remove all restrictions on the transfer, assignment, pledge, encumbrance, or other disposition of the then remaining vested Award Shares in the Restricted Stock Account. Grantee thereafter may dispose of such remaining vested Award Shares in Grantee’s sole discretion, subject to compliance with securities and other applicable laws and Company policies with respect to dispositions of Company stock, and may request the Transfer Agent to issue a certificate for such remaining vested Award Shares in Grantee’s name free of any restrictions.

3. Cancellation of Unvested Award Shares.

Subject to the provisions of Section 15, if applicable, upon a Termination of Employment of Grantee, all of the rights and interests of Grantee in any of the Award Shares which have not vested in Grantee pursuant to Section 2 prior to such Termination of Employment of Grantee automatically shall completely and forever terminate; and, at the direction of the Company, the Transfer Agent shall remove from the Restricted Stock Account and cancel all of such unvested Award Shares.

4. Employment.

Nothing contained in this Agreement (i) obligates the Company or a Subsidiary to continue to employ Grantee in any capacity whatsoever or (ii) prohibits or restricts the Company or a Subsidiary from terminating the employment of Grantee at any time or for any reason whatsoever. In the event of a Termination of Employment of Grantee, Grantee shall have only the rights set forth in this Agreement with respect to the Award Shares.

5. Dividends and Changes in Capitalization.

If at any time that any of the Award Shares have not vested in Grantee the Company declares or pays any ordinary cash dividend, any non-cash dividend of securities or other property or rights to acquire securities or other property, any liquidating dividend of cash or property, or any stock dividend or there occurs any stock split or other change in the character or amount of any of the outstanding securities of the Company, then in such event any and all cash and new, substituted,

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or additional securities or other property to which Grantee may become entitled by reason of Grantee’s ownership of such unvested Award Shares immediately and automatically shall become subject to this Agreement, shall be delivered to the Transfer Agent or to an independent Escrow Agent selected by the Company to be held by the Transfer Agent or such Escrow Agent pursuant to the terms of this Agreement (including but not limited to the provisions of Sections 2, 3, and 8), and shall have the same status with respect to vesting and transfer as the unvested Award Shares upon which such dividend was paid or with respect to which such new, substituted, or additional securities or other property was distributed. Any cash or cash equivalents received by the Transfer Agent or such Escrow Agent pursuant to the first sentence of this Section 5 shall be invested in conservative short-term interest-bearing securities, and interest earned thereon also shall have the same status with respect to vesting and transfer as the unvested Award Shares with respect to which such cash or cash equivalents were received.

6. Representations of Grantee.

Grantee hereby represents and warrants to the Company as follows:

(a) Grantee has full legal power, authority, and capacity to execute and deliver this Agreement and to perform Grantee’s obligations under this Agreement; and this Agreement is a valid and binding obligation of Grantee, enforceable in accordance with its terms, except that the enforcement of this Agreement may be subject to bankruptcy, insolvency, reorganization, moratorium, or other similar laws now or hereafter in effect relating to creditors’ rights generally and to general principles of equity (regardless of whether such enforcement is considered in a proceeding in equity or at law).

(b) Grantee is aware of the public availability on the Internet at www.sec.gov of the Company’s periodic and other filings made with the United States Securities and Exchange Commission.

7. Representations and Warranties of the Company.

The Company hereby represents and warrants to Grantee as follows:

(a) The Company is a corporation duly organized, validly existing, and in good standing under the laws of Delaware and has all requisite corporate power and authority to enter into this Agreement, to issue the Award Shares to Grantee, and to perform its obligations under this Agreement.

(b) The execution and delivery of this Agreement by the Company have been duly and validly authorized by the Committee; and all necessary corporate action has been taken to make this Agreement a valid and binding obligation of the Company, enforceable in accordance with its terms, except that the enforcement of this Agreement may be subject to bankruptcy, insolvency, reorganization, moratorium, or other similar laws now or hereafter in effect relating to creditors’ rights generally and to general principles of equity (regardless of whether such enforcement is considered in a proceeding in equity or at law).

(c) When issued to Grantee as provided for in this Agreement, the Award Shares will be duly and validly issued, fully paid, and non-assessable.

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8. Restriction on Sale or Transfer of Award Shares.

None of the Award Shares that have not vested in Grantee pursuant to Section 2 (and no beneficial interest in any of such Award Shares) may be sold, transferred, assigned, pledged, encumbered, or otherwise disposed of in any way (including a transfer by operation of law); and any attempt to make any such sale, transfer, assignment, pledge, encumbrance, or other disposition shall be null and void and of no effect.

9. Enforcement.

The Company and Grantee acknowledge that the Company’s remedy at law for any breach or violation or attempted breach or violation of the provisions of Section 8 will be inadequate and that, in the event of any such breach or violation or attempted breach or violation, the Company shall be entitled to injunctive relief in addition to any other remedy, at law or in equity, to which the Company may be entitled.

10. Violation of Transfer Provisions.

Neither the Company nor the Transfer Agent shall be required to transfer on the stock records of the Company maintained by either of them any Award Shares which have been sold, transferred, assigned, pledged, encumbered, or otherwise disposed of in violation of any of the provisions of this Agreement or to treat as the owner of such Award Shares or accord the right to vote or receive dividends to any purported transferee or pledgee to whom such Award Shares shall have been so sold, transferred, assigned, pledged, encumbered, or otherwise disposed of in violation of any of the provisions of this Agreement.

11. Section 83(b) Election.

Grantee shall have the right to make an election pursuant to Treasury Regulation § 1.83-2 with respect to the Award Shares and, if Grantee makes such election, promptly will furnish to the Company a copy of the form of election Grantee has filed with the Internal Revenue Service for such purpose and evidence that such an election has been made in a timely manner.

12. Withholding.

(a) Upon Grantee’s making of the election referred to in Section 11 with respect to any of the Award Shares, Grantee shall pay to or provide for the payment to or withholding by the Company of all amounts which the Company is required to withhold from Grantee’s compensation for federal, state, or local tax purposes by reason of or in connection with such election. Notwithstanding any provision of this Agreement to the contrary, neither the Company nor the Transfer Agent shall be obligated to release from the Restricted Stock Account any of the Award Shares with respect to which Grantee has made such election and which have vested in Grantee until Grantee’s obligations under this Section 12 have been satisfied.

(b) Upon the vesting in Grantee of any of the Award Shares as to which the election referred to in Section 11 was not made by Grantee, the Company shall compute as of the applicable vesting date the amounts which the Company is required to withhold from Grantee’s compensation for federal, state, or local tax purposes by reason of or in connection with such vesting, based upon the Fair Market Value (as defined in the Plan) of such Award Shares. After making such computation, the Company shall direct the Transfer Agent to remove from the Restricted Stock

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Account and cancel that number of the Award Shares whose Fair Market Value (as defined in the Plan) as of the applicable vesting date is equal to the aggregate of such amounts required to be withheld by the Company; provided, that for such purpose the number of Award Shares to be removed from the Restricted Stock Account and cancelled shall be rounded up to the nearest whole Award Share. After the actions prescribed by the preceding provisions of this Section 12(b) have been taken, the Company when required by law to do so shall pay to the applicable tax authorities in cash the amounts required to have been withheld from Grantee’s compensation by reason of or in connection with the vesting referred to in the first sentence of this Section 12(b), with any excess amount resulting from such rounding being treated as federal income tax withholding; and Grantee shall have (i) no further obligation with respect to such amounts required to be withheld and (ii) no further rights or interests in the Award Shares withdrawn from the Restricted Stock Account and cancelled pursuant to this Section 12(b), unless the Company has miscomputed such amounts or the number of such Award Shares.

13. Voting and Other Stockholder Rights.

Grantee shall have the right to vote with respect to all of the Award Shares which are outstanding and credited to the Restricted Stock Account as of a record date for determining stockholders of the Company entitled to vote, whether or not such Award Shares are vested in Grantee as of such record date. Except as expressly limited or restricted by this Agreement and except as otherwise provided in this Agreement, Grantee shall have all of the other rights of a stockholder of the Company with respect to all of the Award Shares which are outstanding and credited to the Restricted Stock Account at a particular time, whether or not such Award Shares are vested in Grantee at such time.

14. Application of Plan.

The relevant provisions of the Plan relating to Restricted Stock Awards and the authority of the Committee under the Plan shall be applicable to this Agreement to the extent that this Agreement does not otherwise expressly address the subject matter of such provisions.

15. Change of Control.

(a) Notwithstanding the provisions of Sections 2 and 3, all Award Shares which have not previously vested in Grantee pursuant to Sections 2(a), 2(b), and 2(c) automatically shall vest in Grantee upon an involuntary (on the part of Grantee) Termination of Employment of Grantee without Cause after the occurrence of a Change of Control.

(b) For purposes of this Agreement, a “Change of Control” shall be deemed to have occurred upon the happening of any of the following events:

(1) The Company is merged or consolidated into another corporation or entity, and immediately after such merger or consolidation becomes effective the holders of a majority of the outstanding shares of voting capital stock of the Company immediately prior to the effectiveness of such merger or consolidation do not own (directly or indirectly) a majority of the outstanding shares of voting capital stock or other equity interests having voting rights of the surviving or resulting corporation or other entity in such merger or consolidation;

6

(2) any person, entity, or group of persons within the meaning of Sections 13(d) or 14(d) of the Securities Exchange Act of 1934 (the “1934 Act”) and the rules promulgated thereunder becomes the beneficial owner (within the meaning of Rule 13d-3 under the 1934 Act) of thirty percent (30%) or more of the outstanding voting capital stock of the Company;

(3) the Common Stock of the Company ceases to be publicly traded because of an issuer tender offer or other “going private” transaction (other than a transaction sponsored by the then current management of the Company);

(4) the Company dissolves or sells or otherwise disposes of all or substantially all of its property and assets (other than to an entity or group of entities which is then under common majority ownership (directly or indirectly) with the Company);

(5) in one or more substantially concurrent transactions or in a series of related transactions, the Company directly or indirectly disposes of a portion or portions of its business operations (collectively, the “Sold Business”) other than by ceasing to conduct the Sold Business without its being acquired by a third party (regardless of the entity or entities through which the Company conducted the Sold Business and regardless of whether such disposition is accomplished through a sale of assets, the transfer of ownership of an entity or entities, a merger, or in some other manner) and either (i) the fair market value of the consideration received or to be received by the Company for the Sold Business is equal to at least fifty percent (50%) of the market value of the outstanding Common Stock of the Company determined by multiplying the average of the closing prices for the Common Stock of the Company on the thirty (30) trading days immediately preceding the date of the first public announcement of the proposed disposition of the Sold Business by the average of the numbers of outstanding shares of Common Stock on such thirty (30) trading days or (ii) the revenues of the Sold Business during the most recent four (4) calendar quarters ended prior to the first public announcement of the proposed disposition of the Sold Business represented fifty percent (50%) or more of the total consolidated revenues of the Company during such four (4) calendar quarters; or

7

(6) during any period of two consecutive years or less, individuals who at the beginning of such period constituted the Board of Directors of the Company cease, for any reason, to constitute at least a majority of the Board of Directors of the Company, unless the election or nomination for election of each new director of the Company who took office during such period was approved by a vote of at least seventy-five percent (75%) of the directors of the Company still in office at the time of such election or nomination for election who were directors of the Company at the beginning of such period.

(c) Definition of “Cause”. For purposes of this agreement, “Cause” shall mean only (i) the Grantee’s confession or conviction of theft, fraud, embezzlement, or other crime involving dishonesty, (ii) the Grantee’s certification of materially inaccurate financial or other information pertaining to the Company or a Subsidiary (as defined in the Plan) with actual knowledge of such inaccuracies on the part of the Grantee, (iii) the Grantee’s refusal or willful failure to cooperate with an investigation by a governmental agency pertaining to the financial or other business affairs of the Company or a Subsidiary (as defined in the Plan) unless such refusal or willful failure is based upon a written direction of the Board or the written advice of counsel, (iv) the Grantee’s excessive absenteeism (other than by reason of physical injury, disease, or mental illness) without a reasonable justification and failure on the part of the Grantee to cure such absenteeism within twenty (20) days after the Grantee’s receipt of a written notice from the Board or the Chief Executive Officer of the Company setting forth the particulars of such absenteeism, (v) material failure by the Grantee to comply with a lawful directive of the Board or the Chief Executive Officer of the Company and failure to cure such non-compliance within twenty (20) days after the Grantee’s receipt of a written notice from the Board or the Chief Executive Officer of the Company setting forth in reasonable detail the particulars of such non-compliance, (vi) a material breach by the Grantee of any of the Grantee’s fiduciary duties to the Company or a Subsidiary (as defined in the Plan) and, if such breach is curable, the Grantee’s failure to cure such breach within twenty (20) days after the Grantee’s receipt of a written notice from the Board or the Chief Executive Officer of the Company setting forth in reasonable detail the particulars of such breach, (vii) willful misconduct or fraud on the part of the Grantee in the performance of his duties as an employee of the Company or a Subsidiary (as defined in the Plan), or (viii) any other “cause” as defined in any existing employment agreement between the Company and the Grantee.

(d) If the employment of Grantee by the Company terminates without Cause after a Change of Control as a result of a Constructive Termination, as defined in a then existing employment agreement (if any) between the Company and Grantee, and all preconditions to the effectiveness of such a Constructive Termination contained in such then existing employment agreement (if any) have been satisfied, then for purposes of Section 15(a) such termination of Grantee’s employment shall be deemed to be “an involuntary (on the part of Grantee) Termination of Employment of Grantee without Cause after the occurrence of a Change of Control”, and the provisions of Section 15(a) shall apply.

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16. General Provisions.

(a) No Assignments. Grantee may not sell, transfer, assign, pledge, encumber, or otherwise dispose of any of Grantee’s rights or obligations under this Agreement without the prior written consent of the Company; and any such attempted sale, transfer, assignment, pledge, encumbrance, or other disposition shall be void.

(b) Notices. All notices, requests, consents, and other communications required or permitted under this Agreement shall be in writing and shall be deemed to have been duly given and made upon personal delivery to the person for whom such item is intended (including by a reputable overnight delivery service which shall be deemed to have effected personal delivery) or upon deposit, postage prepaid, registered or certified mail, return receipt requested, in the United States mail as follows:

(i) if to Grantee, addressed to Grantee at Grantee’s address shown on the stockholder records maintained by the Transfer Agent or at such other address as Grantee may specify by written notice to the Transfer Agent, or

(ii) if to the Company, addressed to the Chief Financial Officer of the Company at the principal office of the Company or at such other address as the Company may specify by written notice to Grantee.

Each such notice, request, consent, and other communication shall be deemed to have been given upon receipt thereof as set forth above or, if sooner, three (3) business days after deposit as described above. An address for purposes of this Section 16(b) may be changed by giving written notice of such change in the manner provided in this Section 16(b) for giving notice. Unless and until such written notice is received, the addresses referred to in this Section 16(b) shall be deemed to continue in effect for all purposes of this Agreement.

(c) Choice of Law. This Agreement shall be governed by and construed in accordance with the internal laws, and not the laws of conflicts of laws, of the State of Delaware.

(d) Severability. The Company and Grantee agree that the provisions of this Agreement are reasonable and shall be binding and enforceable in accordance with their terms and, in any event, that the provisions of this Agreement shall be enforced to the fullest extent permitted by law. If any provision of this Agreement for any reason shall be adjudged to be unenforceable or invalid, then such unenforceable or invalid provision shall not affect the enforceability or validity of the remaining provisions of this Agreement, and the Company and Grantee agree to replace such unenforceable or invalid provision with an enforceable and valid arrangement which in its economic effect shall be as close as possible to the unenforceable or invalid provision.

(e) Parties in Interest. All of the terms and provisions of this Agreement shall be binding upon, inure to the benefit of, and be enforceable by the respective heirs, personal representatives, successors, and assigns of the Company and the Grantee; provided, that the provisions of this Section 16(e) shall not authorize any sale, transfer, assignment, pledge, encumbrance, or other disposition of the Award Shares which is otherwise prohibited by this Agreement.

(f) Modification, Amendment, and Waiver. No modification, amendment, or waiver of any provision of this Agreement shall be effective against the Company or Grantee unless such modification, amendment, or waiver (i) is in writing, (ii) is signed by the party sought to be

9

bound by such modification, amendment, or waiver, (iii) states that it is intended to modify, amend, or waive a specific provision of this Agreement, and (iv) in the case of the Company, has been authorized by the Committee. However, Grantee acknowledges and agrees that the Committee, in the exercise of its sole discretion and without Grantee’s consent, may modify or amend this Agreement in any manner and delay either the payment of any amounts payable pursuant to this Agreement or the release of any Award Shares which have vested pursuant to this Agreement to the minimum extent necessary to satisfy the requirements of Section 409A of the Code; and the Company will provide Grantee with notice of any such modification or amendment. The failure of the Company or Grantee at any time to enforce any of the provisions of this Agreement shall not be construed as a waiver of such provisions and shall not affect the right of the Company or Grantee thereafter to enforce each and every provision of this Agreement in accordance with its terms.

(g) Integration. This Agreement constitutes the entire agreement of the Company and Grantee with respect to the subject matter of this Agreement and supersedes all prior negotiations, understandings, and agreements, written or oral, with respect to such subject matter.

(h) Headings. The headings of the sections and paragraphs of this Agreement have been inserted for convenience of reference only and do not constitute a part of this Agreement.

(i) Counterparts. This Agreement may be executed in counterparts with the same effect as if both the Company and Grantee had signed the same document. All such counterparts shall be deemed to be an original, shall be construed together, and shall constitute one and the same instrument.

(j) Further Assurances. The Company and Grantee agree to use their best efforts and act in good faith in carrying out their obligations under this Agreement. The Company and Grantee also agree to execute and deliver such additional documents and to take such further actions as reasonably may be necessary or desirable to carry out the purposes and intent of this Agreement.

IN WITNESS WHEREOF, the Company and Grantee have executed this Restricted Stock Award Agreement on the dates set forth below, effective on the Award Date.

COMPANY:		GRANTEE:
CSG SYSTEMS INTERNATIONAL, INC., a Delaware corporation
By:		Date:
Title:	President and Chief Executive Officer
Date:

10

EX-31.01

EXHIBIT 31.01

CERTIFICATIONS PURSUANT TO

SECTION 302

OF THE SARBANES-OXLEY ACT OF 2002

I, Peter E. Kalan, certify that:

1. I have reviewed this report on Form 10-Q of CSG Systems International, Inc.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: May 9, 2011	/s/ Peter E. Kalan
	Peter E. Kalan
	Chief Executive Officer and President

EX-31.02

EXHIBIT 31.02

CERTIFICATIONS PURSUANT TO

SECTION 302

OF THE SARBANES-OXLEY ACT OF 2002

I, Randy R. Wiese, certify that:

1. I have reviewed this report on Form 10-Q of CSG Systems International, Inc.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: May 9, 2011	/s/ Randy R. Wiese
	Randy R. Wiese
	Executive Vice President and Chief Financial
	Officer

EX-32.01

EXHIBIT 32.01

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

The certification set forth below is being submitted in connection with the Quarterly Report on Form 10-Q (the “Report”) for the purpose of complying with Rule 13a-14(b) or Rule 15d-14(b) of the Securities Exchange Act of 1934 (the “Exchange Act”) and Section 1350 of Chapter 63 of Title 18 of the United States Code.

Peter E. Kalan, the Chief Executive Officer and Randy R. Wiese, the Chief Financial Officer of CSG Systems International Inc., each certifies that, to the best of his knowledge:

(1) the Report fully complies with the requirements of Section 13(a) or 15(d) of the Exchange Act; and

(2) the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of CSG Systems International, Inc.

May 9, 2011

/s/ Peter E. Kalan

Peter E. Kalan

Chief Executive Officer and President

May 9, 2011

/s/ Randy R. Wiese

Randy R. Wiese

Executive Vice President and Chief Financial Officer