Common use of Adjustment to Fees Clause in Contracts

Adjustment to Fees. Effective January 1 of each year of the Term, all fees included in this Agreement, except ********* as defined below, shall be increased ******** by the ****** of (x) ****** ******* (**%) of an amount equal to the ******* ******* of the ******** ****** (**) ******, prior to CSG’s notice, of the published (“CPI”) Consumers Price Index, All Urban Consumers, All Items, U.S. City Average 1982-1984, published by the U.S. Department of Labor or any successor index (“Annual Adjustment to Fees”) or (y) ***** ******* (*%). The Annual Adjustment to Fees shall be communicated to Customer no later than ******** * of the ********* ****, provided, however, that the failure to provide timely notice of the Annual Adjustment to Fees will not relieve Customer of such Annual Adjustment to Fees, except that such Annual Adjustment to Fees will be effective prospectively from the later of January 1, or the actual date of such notice. Except for *********, CSG agrees to not make an adjustment to fees as provided in this section 5.3 for the **** ******** ****. CSG may modify the fees payable by Customer for ***** *** ********* (***********) at any time ***** to ********** ********* to ********* ***** that may be ****** ***** to *** **** its ********* *******. For avoidance of doubt, such fees payable by Customer for ********* shall not be subject to any other adjustment under this section 5.3 other than increases ************ to ***’* ******* of the ********* as described herein. In addition, CSG agrees to **** ******* to ******** the ****** of *** ********** ******** in ********* ***** that may be ******** to *** **** its ******** *******. Customer will be notified in writing (e-mail shall suffice) of any ********* ***** ********* or ********* no less than ****** (**) **** prior to the application of such change.

Adjustment to Fees. Effective January 1 of each year of the Term, all fees included in this Agreement, except ********* as defined below, Agreement shall be increased ******** annually by an amount equal to the ****** of **: (x1) ****** ******* (**%), or (2) of an amount equal to the ******* ******* of the ** *** ******** ****** ****** (**) ****** ** *** ***** **** ** ******, prior to CSG’s notice, of the published (“CPI”) Consumers Price Index, All Urban Consumers, All Items, U.S. City Average 1982-1984, published by the U.S. Department of Labor or any successor index (“Annual Adjustment to Fees”) or (y) ** ** *** **** ******* (*%***). The Annual Adjustment to Fees shall be communicated to Customer no later than , ***** ** ***’* ******, of the ********* * of the (“***”) ********* ****, provided, however, that the failure to provide timely notice of the Annual Adjustment to Fees will not relieve Customer of such Annual Adjustment to Fees, except that such Annual Adjustment to Fees will be effective prospectively from the later of January 1, or the actual date of such notice. Except for * ****** ***** *********, CSG agrees to not make an adjustment to fees as provided in this section 5.3 for the * *** ****** ******** ********** ********* ** *** **** ********** ** ***** ** *** ********* ***** (“Annual Adjustment to Fees”). The Annual Adjustment to Fees shall be communicated to the Customer no later than December 1 of the preceding year, but in no event shall Customer be relieved of the increase should CSG fail to provide timely notice described herein. The Annual Adjustment to Fees applies to the fees set forth in this Agreement, with the following exceptions: a) The ******* ***, as set forth in Schedule F, Section *** entitled “**********”. The annual fee adjustments for these Services have already been considered within the structure of the pricing tables, and thus, no Annual Adjustment to Fees is applicable for these items. b) The ***** ******* *** *** ***, as set forth in Schedule F, Section *** entitled “***** ******* *** *** *** ***********” until ******** *** ****. Thereafter, the ***** ******* *** *** fee shall be subject to a ***** ****** ********** ** **** ********* ******* ** ****, and for each applicable year thereafter. There is ** ****** ********** *** **** **** ***** ** ******* ** ****. c) The **** **** **** ********* *********, as set forth in Schedule F, Section *** entitled “**** **** **** ********* *********”. There is no Annual Adjustment to Fees for this item during the Term of the Agreement. d) The ********* *********** ***, as set forth in Schedule F, Section ***. entitled “****** ********* (***** *** ****)”, subsection ***. entitled “********* *********** ***”. There is no Annual Adjustment to Fees for this item during the Term of the Agreement. e) The ***** *** *********, as set forth in Schedule F, Section ***. entitled “****** ********* (***** *** ****)”, subsection ***. entitled “***** *** *********”. There is no Annual Adjustment to Fees for this item during the Term of the Agreement. CSG may modify increase the fees payable by Customer for ***** *** ********* (“***********”) at any time based upon the ****** to ** a) ********** ******** ** to ********* ***** that may be **** *** ** ****** ***** to ** *** **** its *** ********* ******* or b) ****. For avoidance the purpose of doubt, such fees payable by Customer for determining ********* shall not be subject to any other adjustment under this section 5.3 other than increases fee increases, “****” shall mean the ******** to ***’* ******* of the ********* as described herein. In addition, CSG agrees to **** ******* to ******** the ****** of *** ********** ******** in *** * ******* ***** that may be ******** to *** **** its ******** *******. Customer will be notified in writing (e-mail shall suffice) of any ********* ***** ********* or ** **** *** **** *** ***** *** ***** ******* ***** ******* ****** ***** ******* *** *** ******* *** ******** ***** ***** * ******** ********* no less than ******** *** ******* ***** ****** *** **** ****** ************ (** ******* *** ***), *** *** **** **** ******** ** *** ********. In addition, the Parties agree that in the event CSG sells all or substantially all of its stock or assets, or is under the control of an acquiring entity, any increase in the fees for ********* ***** ** ***** **** *** ****** of a) ********** ******* ** ********* ***** **** *** ** ****** ***** ** *** **** *** ********* *******, or b) ****, or c) *** ******* (**) ). In the event the **** prior is replaced, the Parties will discuss in good faith a replacement measure. f) The ******* ********** ***, as set forth in Schedule F, Section ***** entitled “******* ********** ***” shall not be adjusted under this Section 5.4 until **** *** ****. Thereafter, the ******* ********** Fee shall be subject to Annual Adjustment to Fees effective **** ** ****, and for each applicable Contract Year thereafter through the application Term of such changethe Agreement, including any extensions thereof. g) The ******** ******* ****** **** *** *** *** ***** ********* *********** *** *****, as set forth in Schedule F, Section *** entitled “******** ******* ****** **** *** *** *** ***** ********* *********** *** *****”. There is no Annual Adjustment to Fees for this item during the Term of the Agreement. 5. Amendment to Article 6 (Termination) *** Confidential Treatment Requested and the Redacted Material has been separately filed with the Commission. (a) The Agreement is amended by deleting subsections 3 and 4 of Section 6.2 C. in their entirety and replacing them with the following: (b) The Agreement is amended by deleting subsection 3 and 4 of Section 6.2 D. in their entirety and replacing them with the following:

Adjustment to Fees. The Parties acknowledge and agree that (i) the fees set forth in this Agreement are current as of [******* ** ****, and include the ****** ********** ** **** applicable as of such date; (ii) the fees set forth in this Agreement do not reflect the fees that were in effect for the period beginning upon the ********* **** and ending ******** *** **** ****** **** *** ** *** ***** ** *** ******** *********); and (iii) the next ****** ********** ** **** under this Agreement shall not occur until ******* ** ****]. Effective January 1 of [******* ** ****], and for each year of during the Term, all fees included in this Agreement, except [********* as defined below, shall be increased ******** by the ****** lesser of (x) ****** ******* (**%*) of an amount equal to the ******* ******* of the ******** ****** (**) ** ******], prior to CSG’s notice, of the published (“CPI”) Consumers Price Index, All Urban Consumers, All Items, U.S. City Average 1982-1984, published by the U.S. Department of Labor or any successor index (“Annual [****** Adjustment to Fees”) or (y) ***** ******* (*%)***]. The Annual [******] Adjustment to Fees shall be communicated to Customer no later than ******** * of the [********* ****] of the preceding year, provided, however, that the failure to provide timely notice of the Annual [******] Adjustment to Fees will not relieve Customer of such Annual the [******] Adjustment to Fees, except that such Annual [******] Adjustment to Fees will be effective prospectively from the later of January 1, or the actual date of such notice. Except for [*********, CSG agrees to not make an adjustment to fees as provided in this section 5.3 for ] or the **** ******** ****actual date that such notice is provided. CSG may modify the fees payable by Customer for [***** *** ********* (***********) ** at any time ***** equal to ********** ********* to ********* ***** that may be ****** ***** to *** **** from its ********* *******]. For avoidance of doubt, such fees payable by Customer for [********* shall not be subject *** ** ******* to any other adjustment *** ***** ********** under this section 5.3 other than increases ********* ************ to ***’** ******* of the ********* as described herein. In addition, CSG agrees to **** ******* to ******** the ****** of *** ********** ******** in ********* ***** that may be ******** to *** **** its ******** *******. Customer will be notified in writing (e-mail shall suffice) of any ********* ***** ********* or ********* no less than ****** (**) **** ****] prior to the application of such change. CSG will provide to Customer, no later than the last day of [******** of each year during the Term, * ***** **** reflecting the ************ ***** for **** ******* and *******] included in Schedule F. However, the prices described in Schedule F, as adjusted in accordance with this Section 5.3 and reflected on the [******] Adjustment to Fees, shall govern in the event of a discrepancy in the [***** ****] and any of the foregoing. If CSG or Customer determines that it has any inquiries or problems or believes there are errors or discrepancies with respect to any amounts identified in the [***** ****], either party shall notify the other party (e-mail shall suffice) and the parties shall discuss such discrepancy and come to resolution within [****** **** ****] of the date of such discrepancy notice.

Adjustment to Fees. Effective January 1 of each year CSG shall not adjust any of the Term, all fees included specified in this AgreementAgreement until June 1, except ********* as defined below2009. Thereafter, shall be increased ******** by the ****** of (x) ****** ******* (**%) of an amount equal to the ******* ******* of the ******** upon ****** (**) ******, days prior to CSG’s written notice, of the published CSG may increase such fees as follows: (“CPI”a) Consumers Price Indexas a one-time only increase effective June 1, All Urban Consumers2009, All Items, U.S. City Average 1982-1984, published by the U.S. Department of Labor or any successor index (“Annual Adjustment to Fees”) or (y) ***** ******* (*%). The Annual Adjustment to Fees shall be communicated to Customer no later than ******** * of CSG may increase the ********* ****, provided, however, that the failure to provide timely notice of the Annual Adjustment to Fees will not relieve Customer of such Annual Adjustment to Fees, except that such Annual Adjustment to Fees will be effective prospectively from the later of January 1, or the actual date of such notice. Except for *********, CSG agrees to not make an adjustment to fees as provided in this section 5.3 for the **** ******** ****** by an amount equal to *****%; provided that in the event that Customer has not converted at least **% of the Estimated Convertible Subscribers, as adjusted, by December 1, 2009, and if such failure to convert at least such amount is principally due to delays caused by Customer, such increase may be retroactively applied to June 1, 2009, in an amount equal to ****%. CSG may modify the fees payable by Customer for *** ******** the ***** ******** ****** in *** **** during the **** ***** **** ****. For purposes of this Section 5.3(a), the “Estimated Convertible Subscribers” shall be ********* as of the Effective Date (the “Initial Estimated Convertible Subscribers”) and shall be adjusted as follows: (i) If between the Effective Date and the date immediately preceding the first conversion under Section 12.3(a), or November 30, 2009, whichever comes first, the number the Customer’s subscribers that remain subject to the conversion requirements of Section 12.3(a) is **** than **% of or ******* than ***% of the Initial Estimated Convertible Subscribers, then the Estimated Convertible Subscribers shall be ******** to ***** such number of Customer’s subscribers that ****** subject to such conversion requirements; (ii) The number of Estimated Convertible Subscribers will further be ******** to reflect *** ************ by Customer occurring on or after the relevant date under clause (i) above and prior to December 1, 2009; and (iii) For purposes of this Section 5.3(a), in no event will the number of Estimated Convertible Subscribers be **** than *********, as adjusted in accordance with Section 5.3(a)(ii)) or **) at any time ***** than *********. (b) CSG may ******** the fees for *** ***** ******** annually on June 1st of each year the Agreement is in effect by an amount equal to ****%; and (c) CSG may increase the fees it charges to Customer for Third Party Software in the amount that the ********** ********* to ********* ***** that may be ****** ***** to *** **** its ********* *******. For avoidance of doubt, such fees payable by Customer for ********* shall not be subject to any other adjustment under this section 5.3 other than increases ************ to ***’* ******* of the ********* as described herein. In addition, CSG agrees to **** ******* to ******** the ****** of *** ********** ******** in ********* ***** that may be ******** to *** **** its ******** *******. Customer will be notified in writing (e-mail shall suffice) of any ********* ***** ***** ****** or ** *** ********* no less than ****** (**) **** prior to , unless otherwise expressly agreed by the application of such changeParties.

Adjustment to Fees. Effective January ******* 1 of each year of the Term, all fees included in this Agreement, except ********* Materials as defined below, shall be increased ******** by the ****** of (x) ****** ******* percent (**%) of an amount equal to the ******* ******* of the ******** ****** (**) ******, prior to CSG’s notice, of the published (“CPI”) Consumers Price Index, All Urban Consumers, All Items, U.S. City Average 1982-1984, published by the U.S. Department of Labor or any successor index (“Annual ****** Adjustment to Fees”) or (y) ***** percent (*%). The ****** (*%). The Annual Adjustment to Fees shall be communicated to Customer no later than ******** * 1 of the ********* ****preceding year, provided, however, that the failure to provide timely notice of the Annual ****** Adjustment to Fees will not relieve Customer of such Annual the ****** Adjustment to Fees, except that such Annual ****** Adjustment to Fees will be effective prospectively from the later of January 1, or the actual date of such notice. Except for *********, CSG agrees to not make an adjustment to fees as provided in this section 5.3 for the **** ******** ****1 or the actual date that such notice is provided. CSG may modify the fees payable by Customer for ***** *** ********* paper and envelopes (***********“Materials”) at any time ***** equal to ********** ********* to ********* ***** that may be ****** ***** to *** **** from its ********* *******. For avoidance of doubt, such fees payable by Customer for ********* shall not be subject *** ** ******* to any other adjustment *** ***** ********** under this section 5.3 other ***** than increases ********* ************ to ***’** ******* of the ********* as described herein. In addition, CSG agrees to Execution Copy **** ******* to ******** the ****** of *** ********** ******** in ********* ***** that may be ******** to *** **** its ******** *******. Customer will be notified in writing (e-mail shall suffice) of any ********* ***** ********* or ********* no less than ****** (**) **** prior to the application of such change. CSG will provide to Customer, no later than the last day of ******** of each year during the Term, a ***** **** ********** the ************ ***** for **** ******* and ******* included in Schedule F. However, the prices described in Schedule F, as adjusted in accordance with this Section 5.3 and reflected on the Annual Adjustment to Fees, shall govern in the event of a discrepancy in the ***** **** and any of the foregoing. If CSG or Customer determines that it has any inquiries or problems or believes there are errors or discrepancies with respect to any amounts identified in the ***** ****, either party shall notify the other party (e-mail shall suffice) and the parties shall discuss such discrepancy and come to resolution within ****** (**) **** of the date of such discrepancy notice.