10-Q/A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q/A

(Mark One)

x AMENDMENT NO. 1 TO THE QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended March 31, 2012

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  x    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 3, 2012: 33,978,977

CSG SYSTEMS INTERNATIONAL, INC.

FORM 10-Q/A for the Quarter Ended March 31, 2012

INDEX

		Page No.
Part II	OTHER INFORMATION
Item 6.	Exhibits		3
	Signature		4

EXPLANATORY NOTE

CSG Systems International, Inc. (the “Company” or forms of the pronoun “we”) is filing this Amendment No. 1 on Form 10-Q/A to the Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2012, originally filed on May 8, 2012 (the “Original Filing”), to address comments received from the Securities and Exchange Commission (the “Commission”) in connection with the Commission’s review of our request for confidential treatment of information included within documents required to be filed as exhibits to the Original Filing. The Amendment includes in Part II, Item 6, the following revised Exhibits, with fewer redactions, to replace the Exhibits filed under the same exhibit number in the Original Filing, which is addressed in our filing of a new request for confidential treatment:

10.23J	Seventeenth Amendment to the CSG Master Subscriber Management System Agreement between CSG Systems, Inc. and Dish Network, L.L.C.
10.23K	Eighteenth Amendment to the CSG Master Subscriber Management System Agreement between CSG System, Inc. and DISH Network L.L.C.
10.23M	Twentieth Amendment to the CSG Master Subscriber Management System Agreement between CSG System, Inc. and DISH Network L.L.C.

2

PART II. OTHER INFORMATION

Item 6. Exhibits

Exhibit Number	Description
10.23J*	Seventeenth Amendment to the CSG Master Subscriber Management System Agreement between CSG System, Inc. and DISH Network L.L.C.
10.23K*	Eighteenth Amendment to the CSG Master Subscriber Management System Agreement between CSG System, Inc. and DISH Network L.L.C.
10.23L*(1)	Nineteenth Amendment to the CSG Master Subscriber Management System Agreement between CSG System, Inc. and DISH Network L.L.C.
10.23M*	Twentieth Amendment to the CSG Master Subscriber Management System Agreement between CSG System, Inc. and DISH Network L.L.C.
10.23N*(1)	Twenty-first Amendment to the CSG Master Subscriber Management System Agreement between CSG System, Inc. and DISH Network L.L.C.
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(1)	Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
101.INS**(1)	XBRL Instance Document
101.SCH**(1)	XBRL Taxonomy Extension Schema Document
101.CAL**(1)	XBRL Taxonomy Extension Calculation Linkbase Document
101.LAB**(1)	XBRL Taxonomy Extension Label Linkbase Document
101.PRE**(1)	XBRL Taxonomy Extension Presentation Linkbase Document

(1) Incorporated by reference to the exhibit of the same number to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2012.

    * 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.

  ** XBRL (Extensible Business Reporting Language) information is furnished and not filed or a part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, is deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and otherwise is not subject to liability under these sections.

3

SIGNATURE

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: August 29, 2012

CSG SYSTEMS INTERNATIONAL, INC.

/s/ Randy R. Wiese

Randy R. Wiese

Executive Vice President, Chief Financial Officer, and

Chief Accounting Officer

(Principal Financial Officer and Principal Accounting

Officer)

4

EX-10.23J

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 10.23J

SEVENTEENTH AMENDMENT

TO THE

CSG MATER SUBSCRIBER MANAGEMENT SYSTEM AGREEMENT

BETWEEN

CSG SYSTEMS, INC.

AND

DISH NETWORK L.L.C.

This SEVENTEENTH AMENDMENT (this “Amendment”) is made by and between CSG Systems, Inc., a Delaware corporation (“CSG”), and DISH Network L.L.C., a Colorado limited liability company (“Customer”). This Amendment shall be effective as of the date last signed below (the “Effective Date”). CSG and Customer entered into a certain CSG Master Subscriber Management System Agreement (Document #2301656) effective as of January 1, 2010 (the “Agreement”), and now desire to further 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.

As of the Effective Date CSG and Customer agree to amend the Agreement as follows:

1. Customer desires to purchase and CSG agrees to provide additional million instructions per second (“MIPS”) at a ******* fee to support Customer’s use of CSG’s Advanced Convergent Platform (“ACP”). Therefore, Section 9 of Exhibit A-1, of the Agreement is deleted in its entirety and replaced with the following:

9. (a) 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 ****** ***** ********** of each calendar month CSG will notify Customer in writing of the MIPS provided for the following *** ******* *** ****** ***** calendar ****. The MIPS provided to Customer by CSG shall include a total number of MIPS based on: (i) the MIPS **** (defined below); (ii) the number of additional MIPS provided by CSG for ****** ************ and/or ******** ********; and (iii) the number of MIPS purchased by Customer. “MIPS Base” shall mean ******** ***** *** ****** MIPS per *** ******* ******** (*******) Active Subscribers (as defined in Schedule F) per month. In the event Customer wishes to purchase additional MIPS in accordance with clause (iii) above, Customer shall pay the fee set forth in Schedule F of the Agreement.

    (b) ACP MIPS. CSG shall provide incremental MIPS to support Customer’s use of CSG’s ACP (“ACP MIPS”) for ACP production (PTDA) and Integrated Operations Testing (“IOT”) **************** environments made available for Customer. For production environment (****) made available for Customer, beginning on the first day (also known as the “go-live day”) of migration to ACP, for the ACP MIPS fee set forth in Schedule F (as amended herein), CSG agrees to provide ACP MIPS in the amount of *****; provided, however, should Customer’s forecasted usage ****** **** **** prior to migration to ACP be less than *,***, CSG shall use the ***** forecasted amount as of that date as the amount ACP MIPS to be provided on the first day of migration to ACP. CSG shall make the ACP MIPS available on the first day of migration to ACP and Customer shall be invoiced for such on Customer’s monthly invoice. As of the Effective Date, for Customer’s IOT **************** environments, Customer and CSG agree for the ACP MIPS fee set forth in Schedule F (as amended herein), the parties shall enter into a subsequent statement of work or amendment should Customer desire to purchase additional MIPS. During the ****** **** **** following the first day of migration to ACP, Customer may ******** ** ******** utilization of the ACP MIPS for both ACP production ****** and IOT **************** environments made available for Customer and shall be invoiced for such on Customer’s monthly invoice in accordance with the ACP MIPS utilized during such month. Customer and CSG agree that the ACP MIPS usage as of the **** *** of the ****** **** **** after migration to ACP (“ACP MIPS Period”) for both Customer’s ACP production ****** and IOT **************** environments, shall be the level for which ACP MIPS are prospectively provided and paid for by Customer at the ACP MIPS fee set forth in Schedule F (as amended herein), beginning with Customer’s invoice after ****** **** **** of migration. After the ACP MIPS Period, the provision and purchase of any additional MIPS shall be in accordance with Section 9 (a) of this Exhibit A-1. CSG will include the amount of ACP MIPS in Customer’s monthly MIPS notification.

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

    (c) MIPS *********. Except as set forth in the ACP MIPS paragraph above, Customer may reduce the number of MIPS or ACP MIPS upon providing CSG ****** **** **** advance written notice and the reduction shall be applied on the first day of the month following the ******** of notice. The parties agree that in the event that Customer desires to reduce the number of MIPS or ACP MIPS, that such reduction shall first be applied against the amount of ACP MIPS being utilized.

2. Schedule F, CSG Services, Section I, Item E. entitled “Ancillary services for Non-Rated Video and Non-Rated High-Speed Data Services,” Subsection 4. entitled “Database Maintenance and Programming Requests,” of the Agreement shall be amended to add the following:

Description of Item/Unit of Measure	Frequency		Fee
k) ACP MIPS (per ACP MIP) (Note 9)		Monthly		$******

Note  9: Subject to the limitations provided in Exhibit A-1, Section 9.(b) of the Agreement.

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

DISH NETWORK L.L.C.
By:	/s/ Michael K. McClaskey
	Name:	Michael K. McClaskey
	Title:	Senior Vice President and Chief Information Officer
	Date:	1-12-12

CSG SYSTEMS, INC.
By:	/s/ Michael J. Henderson
	Name:	Michael J. Henderson
	Title:	EVP Sales & Marketing
	Date:	1/13/12

EX-10.23K

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 10.23K

EIGHTEENTH AMENDMENT

TO THE

CSG MASTER SUBSCRIBER MANAGEMENT SYSTEM AGREEMENT

BETWEEN

CSG SYSTEMS, INC.

AND

DISH NETWORK, L.L.C.

This EIGHTEENTH AMENDMENT (this “Amendment”) is made by and between CSG Systems, Inc., a Delaware corporation (“CSG”), and DISH Network L.L.C., a Colorado limited liability company (“Customer”). This Amendment shall be effective as of the date last signed below (the “Effective Date”). CSG and Customer entered into a certain CSG Master Subscriber Management System Agreement (Document #2301656) effective as of January 1, 2010 (the “Agreement”), and now desire to further amend the Agreement in accordance with the terms and conditions set forth in this Amendment. If the terms and conditions set forth in this Amendment shall be in conflict with the Agreement, the terms and conditions of this Amendment shall control. Any terms in initial capital letters or all capital letters used as a defined term but not defined in this Amendment shall have the meaning set forth in the Agreement. Upon execution of this Amendment by the parties, any subsequent reference to the Agreement between the parties shall mean the Agreement as amended by this Amendment. Except as amended by this Amendment, the terms and conditions set forth in the Agreement shall continue in full force and effect according to their terms.

Whereas, pursuant to Schedule L of the Agreement (as amended by the Tenth Amendment to the Agreement, dated January 14, 2011 (CSG #2307267) (the “10th Amendment”) and the Amended and Restated Third Amendment to the Agreement (the “A&R 3rd Amendment”), which was effected by the 10th Amendment), upon the completion of the Platform Migration, as described in Section 4(b) the A&R 3rd Amendment (i.e., such completion meaning that all of Customer’s Active Subscribers are on ACP and there are zero (0) subscribers in Cycle E and, except as provided for in the Nineteenth Amendment to the Agreement of even date herewith, CSG has completed all Custom Roadmap Development provided for in Attachment B to the A&R 3rd Amendment) (“Completion of Platform Migration”), Schedule A and Exhibit A-5 will be amended to remove the CSG Smartlink^® Service and replace it with the CSG SmartLink^® BOS Service;

Now therefore, CSG and Customer agree as follows as of the Effective Date:

1. Upon the Completion of Platform Migration, Schedule F, Fees, CSG Services, Subsection II, Interfaces, of the Agreement shall, without further actions of the parties, be deemed to be amended to delete Subsection C, entitled “CSG Smartlink,” in its entirety and replaced with the following Subsection C:

C. CSG SmartLink^® BOS (SLBOS) Interface

Description of Item/Unit of Measure	Frequency	Fee
A.     Installation and Start-Up (Note 1)	***********	*****
B.     Interface Development and Technical Services (Note 2) (Note 5)	***********	*****
C.     SLBOS Fees based on ************ *** ****** ******* (Note3) (Note4)
1.      Tier 1 Processing Level *********** ** ** *** ****	*******	*************** ************** *****************
2.      Tier 2 Processing Level *********** **** *** *** ** ** *** **** (incremental to Tier 1 above)	*******	$*********
3.      Tier 3 Processing Level (******* **** *** ***) (per incremental TPS) (incremental to Tier 1 and Tier 2 above)	*******	$******

Note 1: Installation and Start-Up Services. All installation and start-up services and the associated fees shall be set forth in a mutually agreed upon Statement of Work.

Note 2: Interface Development and Technical services. Quote relates to interface development services and technical services requested by Customer in relation to the client side integration of Customer’s third party applications. All interface development services and technical services and the associated fees shall be set forth in a mutually agreed upon Statement of Work.

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

Note 3: Customer’s TPS processing will be reviewed and adjusted on a ********* ******** basis at the end of the months of *****, ****, ********* and ******** of each year during the Term of the Agreement. For the purpose of determining the TPS processing level applicable to the next ******** *******, the ******* ***** *** measurements (as measured ****** per Note 4 below) on **** *** different **** for each of the ***** *** ****** of the then-ending ******* will be combined to create a list of ******* **** ******** (the “********* TPS Measurement List”). CSG shall provide a copy of the ********* Measurement List to Customer no later than the ***** ******** *** of the month immediately following the end of the ******** *******. The lowest TPS value on the ********* TPS Measurement List (“Determining TPS Value”) will be the TPS value used to determine the TPS processing level applicable going forward for the next ******** ******* (“New Licensed TPS”). CSG will begin invoicing Customer for the New Licensed TPS in the month immediately following the end of the ******** *******. For clarification purposes, TPS fees shall in no event be less than the minimum of the TPS processing level (supporting up to ***** ******* ***** TPS) specified above, i.e., included with the ******* ****** ********** ****** at no additional cost. Customer reserves the right to request the ********* TPS Measurement List at any time outside of the *****, ****, ********* and ******** review time periods. Customer may ****** the number of SLBOS TPS upon providing CSG ****** **** **** advance written notice and the ********** shall be applied on the ***** *** of the month following the **th *** of notice.

Note 4: TPS ****** measurements will consist of average measurements taken over ***** **** ****** intervals. The ****** interval will be calculated from *** ** *** **** **** (e.g., from **:** ** ****). During any *** *** **** period, the total number of transactions will be counted and then be ******* ** ***** ******** *** ******* ******* ******* to create the ****** TPS measurement.

Note 5: Customer requested enhancements to the existing SmartLink BOS infrastructure will be covered by Annual Support Hours. Requests for a new interface or a new interface to a third party will be covered by Item B in the table above (Interface Development and Technical Services).

2. Customer desires to purchase, and CSG agrees to provide, incremental SLBOS TPS to support ACP production environment made available for Customer. Beginning on the date on which Customer’s first Active Subscriber is migrated to ACP (such date is also known as the “go-live day”) of migration to ACP, for the SLBOS TPS fee set forth in the table in Section 2 above, CSG agrees to provide SLBOS TPS in the amount of ***** ******* ******** ****; provided, however, that if Customer’s forecasted usage ****** **** **** prior to the go-live day be less than ***** ******* ******** *****, then CSG shall use the lower forecasted amount as of such date (i.e., the date that is ****** **** **** prior to the go-live day) as the amount of SLBOS TPS to be provided on the go-live day and Customer shall be invoiced for such on Customer’s monthly invoice. During the ****** **** **** after the go-live day, Customer may increase or decrease utilization of the SLBOS TPS and shall be invoiced for such on Customer’s monthly invoice in accordance with the SLBOS TPS utilized during such month. Customer and CSG agree that the SLBOS TPS usage as of the **** *** of the ****** **** **** after the go-live day shall be the level for which SLBOS TPS are prospectively provided and paid for by Customer at the SLBOS TPS fee set forth in Section 2 above, beginning with the first monthly invoice provided to Customer in accordance with the Agreement following the go-live day.

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

DISH NETWORK L.L.C.
By:	/s/ Michael K. McClaskey
	Name:	Michael K. McClaskey
	Title:	Senior Vice President and Chief Information Officer
	Date:	1-12-12

CSG SYSTEMS, INC.
By:	/s/ Michael J. Henderson
	Name:	Michael J. Henderson
	Title:	EVP Sales & Marketing
	Date:	1/13/12

EX-10.23M

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 10.23M

TWENTIETH AMENDMENT

TO THE

CSG MASTER SUBSCRIBER MANAGEMENT SYSTEM AGREEMENT

BETWEEN

CSG SYSTEMS, INC.

AND

DISH NETWORK L.L.C.

This TWENTIETH AMENDMENT (this “Amendment”) is made by and between CSG Systems, Inc., a Delaware corporation (“CSG”), and DISH Network L.L.C., a Colorado limited liability company (“Customer”). This Amendment shall be effective as of January 1, 2012 (the “Effective Date”). CSG and Customer entered into a certain CSG Master Subscriber Management System Agreement (Document #2301656) entered into effective as of January 1, 2010 (the “Agreement”), and now desire to further amend the Agreement in accordance with the terms and conditions set forth in this Amendment. If the terms and conditions set forth in this Amendment shall be in conflict with the Agreement, the terms and conditions of this Amendment shall control. Any terms in initial capital letters or all capital letters used as a defined term but not defined in this Amendment shall have the meaning set forth in the Agreement. Upon execution of this Amendment by the parties, any subsequent reference to the Agreement between the parties shall mean the Agreement as amended by this Amendment. Except as amended by this Amendment, the terms and conditions set forth in the Agreement shall continue in full force and effect according to their terms.

CSG and Customer agree as follows as of the Effective Date:

In connection with Customer’s migration to CSG’s Advanced Convergent Platform (“ACP”), CSG shall provide Customer with a dedicated environment which will consist of the common code base more particularly described in the Custom Roadmap as provided in the Agreement and shall not include any additional CSG Products and Services not identified in the Agreement (“Cycle D”). Customer desires to receive, and CSG agrees to provide, the option for Customer to (i) ***** the ********** of ******* * of **** for ACP, a major software release, to the date of completion of the Platform Migration, as described in Section 4(b) the Amended and Restated Third Amendment of the Agreement (i.e., such completion meaning that all of Customer’s Active Subscribers are on ACP and there are zero (0) subscribers in Cycle E and, except as provided for in the Nineteenth Amendment to the Agreement of even date herewith, CSG has completed all Custom Roadmap Development provided for in Attachment B to the A&R 3rd Amendment) (“Completion of the Platform Migration”), and (ii) ***** the remaining **** ACP ******** to allow for scheduling consistent with Customer’s business priorities.

1. The Parties agree that Customers’ use of Cycle D is based upon and subject to the following assumptions and conditions:

(a) Commencing as of the date of this Amendment, shared third party products and vendor services, including but not limited to ****** ***, financial institutions, electronic funds transfer (“EFT”), credit card, regulatory, or United States Postal Services (for purposes of this Amendment, “Third Party Vendor Products and Services”), will be handled in Cycle D as they were in Cycle E. In addition, Third Party Vendor Products and Services will require separate necessary deployment of functionality in conjunction with, and as regularly scheduled for in, the Cycle A/B release.

(b) The fees agreed to in this Amendment for ***** of **** ******** for Customer’s Integrated Operations Testing (“IOT”) environments *********** and Cycle D production environments are based upon the Products and Services provided by CSG as of the Effective Date of this Amendment.

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

2. Upon the Completion of the Platform Migration, the parties agree that Customer shall be on Release 1 of 2012 of the Cycle A/B production release and, depending upon the actual date of the Completion of the Platform Migration and subject to Section 3 below.

3. Parties agree that Customer shall have the right to ***** additional **** ******** only, subject to the following conditions:

(a) Customer shall provide written notice of the desire to exercise its right for a ******* ***** date no less than ************ **** **** prior to the Cycle A/B production release. Customer shall include projected dates for the requested ******** Period within its notice for the IOT environments as well as the Cycle D production environment. Upon Customer providing notice as described in this subsection, the parties shall mutually agree to a finalized ******** ******* date during the ************ **** **** prior to the Cycle A/B production release. ********* Period” shall mean the timeframe from the first delivery of the ******* **** in ACP IOT environments until Customer takes the ******* **** into production.

(b) CSG reserves the right to review and approve Cycle D support and maintenance system changes for code fixes to production during the ******** period. Depending on the code fix, CSG may need to apply the fix to the ******* production version that Customer has yet to receive or back-port the fix to the ***** version that Customer is running in production. In the event that CSG does not approve the request to apply the fix to the version that Customer is running in production, CSG and Customer agree to follow the escalation process outlined in Section 23, entitled “Escalation” of the Agreement, to resolve the matter.

(c) Customer shall implement the current version of production code (major or minor release) into all IOT environments within *** *** ***** of the same version of cycle A/B production code being released into Cycle D.

(d) Customer shall implement the current version of Cycle A/B production code (major or minor release) into the Cycle D production environment within ********** **** **** of the A/B release production date.

(e) Releases that are subject to a ******** Period (each a “******** Release”) in accordance with this Amendment shall not be implemented in Cycle D production environment sooner than ******** **** **** after the scheduled release production date for Cycle A/B.

(f) ******** Releases shall not be skipped or combined, with the exception of the ***** 2012 minor release which will be combined with Release 2 of 2012.

(g) Release 3 of 2012 shall be implemented into the IOT environments and the Cycle D production environment no later than ******** *** 2012.

(h) Cycle D production environment shall not be more than *** release (major or minor) ****** the Cycle A/B code base, with the exception that the April 2012 minor release will be combined with Release 2 of 2012.

(i) Priority/Severity 3 or lower production issues will not be addressed during any ******** Period in Cycle D and IOT environments. Production issues resolved during any ******** Period will be applied to Cycle A/B code to be implemented with Cycle D bundle release into production. Priority/Severity * ** * production issues found in Cycle D during the applicable ******** Period that require code changes will be performed on an issue by issue basis for implementation in Cycle D. ******* release code issues discovered and code implemented in the new release Cycle A/B code will also be applied to Customer’s applicable IOT environments prior to release and shall also be delivered to production once the latest release has been implemented in Cycle D.

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

(j) Incident Report (“IR”) support throughout the ******** Period will be analyzed and handled on an individual time and materials basis for the standard rate of Annual Support Hours. CSG will make available to Customer a list of known defects and the associated timeframe for repairing the defect.

(k) CSG and Customer agree that ******** major or minor code releases may require additional Annual Support Hours, which may exceed ***** ***** per release *******. Customer may request detail of Annual Support Hours charged to understand the hours billed to Customer.

(l) The CSG standard implementation and validation process for code release installs will be performed during the Cycle D implementation.

(m) Customer agrees to provide CSG with written notice of any Priority/Severity * issues, defined in the Agreement, applicable to the Cycle D production release prior to release in production. In the event that Customer and CSG agree that a Priority/Severity * issue exists prior to release in the Cycle D production environment, CSG agrees *** ** ********* *** **** **** ********** until the Severity * issue is resolved or reduced to a Severity ****** issue. In the event that Customer and CSG do not mutually agree as to the severity level or resolution of the issue, CSG and Customer agree to resolve the matter by following the process outlined in Section 23, entitled “Escalation” in the Agreement. The obligations provided herein shall not be exclusive to any other provisions relating to the parties for Priority/Severity issues resolution.

4. Schedule H, entitled “CSG Systems, Inc. Business Continuity/Disaster Recovery Plan” will only apply to CSG production systems running on the particular CSG production code applicable to Customer at the time of disaster or recovery exercise.

5. CSG and Customer agree to amend Schedule F, Fees, CSG Services, Section I, entitled “Processing,” subsection E.4, entitled “Database Maintenance and Programming Request,” as follows:

Description of Item/Unit of Measure	Frequency	Fee
l) ******** 2012 Cycle D Releases (*********** ******* payments in 2012) Note 1	************ ****	$*********

Note 1: In the event that Customer is not migrated to ACP by ******** *** 2012 based upon issues caused solely by ***, CSG agrees to ******* * ****** ** ********’* **** ******* ******* fees paid by Customer for the ******** 2012 Cycle D Release.

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

DISH NETWORK L.L.C.
By:	/s/ Michael K. McClaskey
	Name:	Michael K. McClaskey
	Title:	Senior Vice President and Chief Information Officer
	Date:	1-12-12

CSG SYSTEMS, INC.
By:	/s/ Michael J. Henderson
	Name:	Michael J. Henderson
	Title:	EVP Sales & Marketing
	Date:	1/13/12

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 amended report on Form 10-Q/A of CSG Systems International, Inc.; and

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.

Date:     August 29, 2012	/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 amended report on Form 10-Q /A of CSG Systems International, Inc.; and

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.

Date:     August 29, 2012	/s/  Randy R. Wiese
	Randy R. Wiese
	Executive Vice President and Chief Financial Officer