EXHIBIT 2.19N
-------------
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 (***).
FORTY-SIXTH AMENDMENT
TO
RESTATED AND AMENDED CSG MASTER
SUBSCRIBER MANAGEMENT SYSTEM AGREEMENT
BETWEEN
CSG SYSTEMS, INC.
AND
AT&T BROADBAND MANAGEMENT CORPORATION
This Forty-Sixth Amendment (the "Amendment") is executed this 14/th/ day of
November, 2000, and is made by and between CSG Systems, Inc., a Delaware
corporation ("CSG") and AT&T Broadband Management Corporation (f/k/a TCI Cable
Management Corporation) ("Customer"). CSG and Customer are parties to a certain
Restated and Amended CSG Master Subscriber Management System Agreement dated
August 10, 1997, which has subsequently been amended pursuant to separately
executed amendments (collectively, the "Agreement"), and now desire to amend the
Agreement in accordance with the terms and conditions set forth in this
Amendment. If the terms and conditions set forth in this Amendment shall be in
conflict with the Agreement, the terms and conditions of this Amendment shall
control. Any terms in initial capital letters or all capital letters used as a
defined term but not defined in this Amendment, shall have the meaning set forth
in the Agreement. Upon execution of this Amendment by the parties, any
subsequent reference to the Agreement between the parties shall mean the
Agreement as amended by this Amendment. Except as amended by this Amendment,
the terms and conditions set forth in the Agreement shall continue in full force
and effect according to their terms.
CSG and Customer agree as follows:
1. For the fees set forth in Exhibit F-2, the following shall be added as
Section 9 of Schedule F:
9. Enhanced Past Due Notices.
(a) Development and Production of Enhanced Past Due Notices. CSG shall develop
-------------------------------------------------------
a customized enhanced past due notice (the "Enhanced Past Due Notice") for
Customer's subscribers utilizing CSG's Enhanced Past Due Notice services. The
Enhanced Past Due Notices may include CSG's or Customer's Intellectual Property.
Customer may elect to use CSG's generic Enhanced Past Due Notices, CSG's
modified generic/bilingual Enhanced Past Due Notice or have CSG develop a Custom
Enhanced Past Due Notice for Customer. If Customer elects to have CSG develop
a Custom Enhanced Past Due Notice, CSG will perform the design, development and
programming services related to design and use of the Enhanced Past Due Notices
(the "Enhanced Past Due Notice Work") and create the Enhanced Past Due Notice
Work product deliverables (the "Enhanced Past Due Notice Work Product") set
forth in a separately executed and mutually agreed upon Enhanced Past Due Notice
Statement of Work (the "Enhanced Past Due Notice Statement of Work") by the
completion date set forth on the Enhanced Past Due Notice Statement of Work.
The Enhanced Past Due Notice will contain the Customer and CSG Intellectual
Property set forth on the Enhanced Past Due Notice Statement of Work. Customer
shall pay CSG the set up fee for the Enhanced Past Due Notice Work and the
Enhanced Past Due Notice Work Product set forth on the Enhanced Past Due Notice
Statement of Work upon acceptance of the Enhanced Past Due Notices in accordance
with the Past Due Notice Statement of Work. Except with respect to Customer's
Intellectual Property, Customer agrees that the Enhanced Past Due Notice Work
and Enhanced Past Due Notice Work Product as well as the generic Enhanced Past
Due Notice and modified generic/bilingual Enhanced Past Due Notice shall be the
sole and exclusive property of CSG. Customer shall have no proprietary interest
in the Enhanced Past Due Notice Work Product, generic Enhanced Past Due Notice,
modified generic/bilingual Enhanced Past Due Notice or in CSG's billing and
management information software and
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
1
technology and agrees that the Enhanced Past Due Notice Work Product is not a
work specially ordered and commissioned for use as a contribution to a
collective work and is not a work made for hire pursuant to United States
copyright law. After CSG has completed the Enhanced Past Due Notice Work and the
Enhanced Past Due Notice Work Product, CSG will produce Enhanced Past Due
Notices for Customer. If Customer elects to have CSG develop custom Enhanced
Past Due Notices, CSG will develop one custom format; multiple custom formats
shall not be used.
(b) Supplies. CSG shall purchase Customer's requirements of Enhanced Past Due
--------
Notices supplies necessary for production and mailing of the Enhanced Past Due
Notices. Customer shall pay CSG the rates set forth in Exhibit G-2 for the
purchase of such supplies. Unless Customer requests to use custom paper stock,
CSG shall supply the type and quality of the paper stock for generic Enhanced
Past Due Notices and modified generic/bilingual Enhanced Past Due Notice.
Customer may elect to use custom paper stock for generic and custom Enhanced
Past Dues. Additionally, Customer has the option in the future to mail Enhanced
Past Due Notices in custom carrier envelopes. Generic remit envelopes will be
used.
(c) Right of Customer's Intellectual Property. Customer provides to CSG a non-
-----------------------------------------
exclusive right to use all of Customer's Intellectual Property necessary to
design, produce and mail the Enhanced Past Due Notices directly or indirectly.
CSG shall have the right by notice to Customer to cease use of any of Customer's
Intellectual Property on Enhanced Past Due Notices at any time. Customer
represents and warrants that it owns or has licensed all Customer's Intellectual
Property and has full power and authority to grant CSG the license set forth
herein and that CSG's use of Customer's Intellectual Property on the Enhanced
Past Due Notices will not constitute a misuse or infringement of the Customer's
Intellectual Property or an infringement of the rights of any third party.
Customer will use best efforts to maintain its rights to use and license
Customer's Intellectual Property and will immediately advise CSG of the loss of
Customer's right to use any Customer's Intellectual Property and will advise CSG
of all copyright and other notices that must be used in connection with
Customer's Intellectual Property and of any restrictions on use of Customer's
Intellectual Property relevant to CSG's activities hereunder.
(d) Indemnification Relating to Enhanced Past Due Notices. Customer shall
-----------------------------------------------------
indemnify, defend and hold CSG harmless from any claims, demands, liabilities,
losses, damages, judgments or settlements, including all reasonable costs and
expenses related thereto (including attorneys' fees), directly or indirectly
resulting from Customer's breach of any representation or warranty under this
Schedule F, and the Enhanced Past Due Notice Work Product, except for those
arising out of CSG Intellectual Property.
THIS AMENDMENT is executed on the day and year first shown above.
CSG SYSTEMS, INC. ("CSG") AT&T BROADBAND MANAGEMENT
CORPORATION ("Customer")
By: /s/ Xxxxxx X. Xxxxx By: /s/ Xxx X. Xxxxx
---------------------- -------------------
Name: Xxxxxx X. Xxxxx Name: Xxx X. Xxxxx
---------------------- -------------------
Title: V.P. & General Counsel Title: CIO
---------------------- -------------------
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
2
"Confidential Treatment Requested
and the Redacted Material has been
separately filed with the Commission."
EXHIBIT G-2
-----------
FEES
Customer shall pay CSG the following fees and charges associated with the
Enhanced Past Due Notice, as additional fees and charges due under this
Agreement in addition to other fees and charges set forth in this
Agreement.
Generic Enhanced Past Due Notices:
----------------------------------
Price: $* * * per Enhanced Past Due Notice (first page) (includes Duplex,
printing, insertion of Notice, insertion of generic remit envelope,
and use of generic 7" x 11" paper and generic envelopes) (excludes
postage) (Note 1) Each Additional Page (includes generic paper) -
Per Schedule D of the Master Agreement
Generic Paper Fee: *********
Additional Logical Page-Ad Page: $*** per logical page (Note 2)
Jobs below 550 Notices: **********
No optional inserting allowed.
Modified Generic/Bilingual Enhanced Past Due Notices:
-----------------------------------------------------
In addition to the fees outlined for Generic Enhanced Past Due Notices,
Customer agrees to pay the following charges:
Start-up Fee (per Start-up/Format): $*** (Note 3)
Revision Charge: $*** (Note 4)
Custom Enhanced Past Due Notices:
---------------------------------
Customer reserves the right to use a custom carrier envelope, or custom
paper stock in the future, which must be used at the MSO level. The
envelope must match current specifications for size and style, but may be
printed in up to two custom colors. Customer agrees to pay the price set
forth below for such Custom Enhanced Past Due Notice:
Price: $*** per Enhanced Past Due Notice (first page) (includes Duplex,
ESP printing, insertion of Notice, insertion of generic remit
envelope, and use of generic 7" x 11" paper and custom carrier
envelope) (excludes postage)
Each Additional Page (includes generic paper) - Per Schedule D of
the Master Agreement
Custom Paper Fee: Should the customer decide to use a custom paper
stock CSG will quote based upon the color and design specifications
required
Start-up Fee (per Start-up/Format): Quote
Custom Format Development Fee: Art and Graphics Fee $***/hour
ESP Programming Fee $***/hour
Custom Paper Set-up Fee: $*** one time per request
Jobs below 550 Notices: $** per cycle per cable system
location
Additional Logical Page-Ad Page: $**** per logical page
(Note 2)
No optional inserting allowed.
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
3
"Confidential Treatment Requested
and the Redacted Material has been
separately filed with the Commission."
Other Fees:
-----------
The following fee(s) shall be paid by Customer regardless of the format
being used:
Addition of System/Principle to Existing Format: $*** (Note 5)
Note 1: CSG will provide one hour of Marketing/Creative Services support fee for
set up of graphics free of charge. Any additional time required is billed at the
Marketing/Creative Services rate of $*** per hour per person.
Note 2: An Ad Page/Coupon Page means targeted messages, or advertisements using
text, graphics and borders generated on an additional logical page. No reverses
or dark photos may be used, only xxxx scale graphics. Set-up and changes to this
page are billed at the ESP Development and Programming Fee. Should an Ad Page be
printed as part of an Additional Physical Page, Customer shall also be billed
the price of an Additional Physical Page as reflected in Exhibit G-2 of the
Forty-Sixth Amendment Fee Schedule of the Master Agreement in addition to the Ad
Page/Coupon Page charge.
Note 3: The Generic Modified/Bilingual format/layout includes a certain level of
flexibility that Customer can utilize in establishing their Enhanced Past Due
design. Included is one hour of Marketing/Creative Services support for set up
of graphics. Any additional time required is billed at the Marketing/Creative
Services rate of $*** per hour per person.
Note 4: The Modified/Bilingual format/layout includes a certain level of
flexibility that Customer can utilize in establishing their Enhanced Past Due
design. In the event Customer wishes to revise the labels on an existing
Modified/Bilingual Enhanced Past Due format, Customer will be charged for
changes made to each format. If the change being requested is to be made for
the same format for multiple system/principles, the change fee will cover up to
six (6) system/principles. If the change requested is for different changes to
the same format for multiple system/principles, then the change fee will be
assessed against each sys/prin.
Note 5: Includes one hour of graphic time and covers increments of six (6)
system/principles at one time and one hour of graphic time.
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
4
EXHIBIT 2.19N
-------------
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 (***).
FORTY-EIGHTH AMENDMENT
TO
RESTATED AND AMENDED CSG MASTER
SUBSCRIBER MANAGEMENT SYSTEM AGREEMENT
BETWEEN
CSG SYSTEMS, INC.
AND
AT&T BROADBAND MANAGEMENT CORPORATION
This Forty-Eighth Amendment (the "Amendment") is executed this 31/st/ day of
December, 2000, and is made by and between CSG Systems, Inc., a Delaware
corporation ("CSG") and AT&T Broadband Management Corporation ("Customer"). CSG
and Customer entered into a certain Restated and Amended CSG Master Subscriber
Management System Agreement dated August 10, 1997, which has subsequently been
amended pursuant to separately executed amendments (collectively, the
"Agreement"), and now desire to amend the Agreement in accordance with the terms
and conditions set forth in this Amendment. If the terms and conditions set
forth in this Amendment shall be in conflict with the Agreement, the terms and
conditions of this Amendment shall control. Any terms in initial capital
letters or all capital letters used as a defined term but not defined in this
Amendment, shall have the meaning set forth in the Agreement. Upon execution of
this Amendment by the parties, any subsequent reference to the Agreement between
the parties shall mean the Agreement as amended by this Amendment. Except as
amended by this Amendment, the terms and conditions set forth in the Agreement
shall continue in full force and effect according to their terms.
CSG and Customer agree as follows:
1. Customer desires to license CSG's Third Party Verification product ("TPV").
Therefore, the following changes are hereby made to the Agreement.
a. For the fees set forth in Schedule D, CSG hereby grants Customer a perpetual
license to use TPV pursuant to the terms and conditions of Schedule C and the
Agreement. Customer acknowledges that ACSR Telephony is required to support TPV
and that TPV may only be used with ACSR Telephony. Schedule C and all other
references to CCS Products in the Agreement are amended to include TPV.
b. Exhibit C-1 is hereby amended to include the following definition of TPV:
Third Party Verification (TPV) -
TPV is a web-based application operated on CSG equipment that can be accessed
through a browser by a CSG client or the client's designated third party
verification agency. TPV allows scripted verification of telephony order
information that is being processed using ACSR Telephony. ACSR Telephony can be
configured to automatically send order data to the TPV application server
allowing a third party to perform the order verification. The TPV application
can be custom configured to script the verification process using the order
information from ACSR Telephony. Once the verification is completed the
results are automatically returned to ACSR Telephony.
c. Exhibit C-1 is amended to include ********************* (***) user ids of
TPV.
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
1
"Confidential Treatment Requested
and the Redacted Material has been
separately filed with the Commission."
d. Exhibit C-2 is hereby amended to include the following Designated
Environment for TPV.
================================================================================
ACSR-Telephony, Third Party Verification (TPV) Designated Environment
================================================================================
Effective 04/00 Page 1 of 1
================================================================================
--------------------------------------------------------------------------------
TPV in a Service Bureau Environment
--------------------------------------------------------------------------------
CSG operates and maintains the product on its hardware and software and provides
URL link(s) for the client or third party access.
--------------------------------------------------------------------------------
The TPV Designated Environment for the client/end user:
--------------------------------------------------------------------------------
. Internet Explorer 3.X or higher or Netscape Navigator 3.X or higher
--------------------------------------------------------------------------------
e. Upon Customer's request, CSG will provide Customer with installation and
training services that will be set forth in a separately executed Statement of
Work.
f. Schedule D shall be amended to include the following fees for TPV:
CSG Third Party Verification:
----------------------------
1. Perpetual Software License Fee (per user id) $***
2. CSG Annual Maintenance Fee (per user id) $***
3. Transaction Fee (per TPV transaction processed, per system
principle; $*** monthly minimum) $***
4. Installation Fee (per person, per hour) $TBD
(Requires a Statement of Work; Reimbursable Expenses are additional)
5. Script Development and Enhancements Fee (per person, per hour) $TBD
(as may be required by Customer; shall be provided by CSG under
a duly executed Statement of Work)
*************************************************************************
***********************************************************.
Following execution of this Agreement, Third Party Verification,
Perpetual Software will be subject to the Perpetual Software License Fees
referenced above.
THIS AMENDMENT is executed on the day and year first shown above.
CSG SYSTEMS, INC. ("CSG") AT&T BROADBAND MANAGEMENT
CORPORATION ("CUSTOMER")
By: /s/ Xxxxxx X. Xxxxx By: /s/ Xxx X. Xxxxx
------------------------ -------------------
Name: Xxxxxx X. Xxxxx Name: Xxx X. Xxxxx
------------------------ -------------------
Title: V.P. & General Counsel Title: CIO
------------------------ -------------------
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
2
EXHIBIT 2.19N
-------------
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 (***).
FIFTIETH AMENDMENT
TO
RESTATED AND AMENDED CSG MASTER
SUBSCRIBER MANAGEMENT SYSTEM AGREEMENT
BETWEEN
CSG SYSTEMS, INC.
AND
TCI CABLE MANAGEMENT CORPORATION
This Fiftieth Amendment (the "Amendment") is executed this 4/th/ day of October,
2000, and is made by and between CSG Systems, Inc., a Delaware corporation
("CSG") and TCI Cable Management Corporation ("Customer"). CSG and Customer
entered into a certain Restated and Amended CSG Master Subscriber Management
System Agreement dated August 10, 1997, which has subsequently been amended
pursuant to separately executed amendments (collectively, the "Agreement"), and
now desire to amend the Agreement in accordance with the terms and conditions
set forth in this Amendment. If the terms and conditions set forth in this
Amendment shall be in conflict with the Agreement, the terms and conditions of
this Amendment shall control. Any terms in initial capital letters or all
capital letters used as a defined term but not defined in this Amendment shall
have the meaning set forth in the Agreement. Upon execution of this Amendment
by the parties, any subsequent reference to the Agreement between the parties
shall mean the Agreement as amended by this Amendment. Except as amended by
this Amendment, the terms and conditions set forth in the Agreement shall
continue in full force and effect according to their terms.
CSG and Customer agree as follows:
1. Customer currently receives CSG's Workforce Express pursuant to the terms
and conditions of the 30/th/ Amendment dated June 30, 1999. The parties
agree, however, that upon the mutual execution of this Amendment, the
Designated Environment for CSG's Workforce Express shall be and any prior
Designated Environment(s) for CSG's Workforce Express is superceded by:
--------------------------------------------------------------------------------
Workforce Express Client Hardware
--------------------------------------------------------------------------------
Processor
--------------------------------------------------------------------------------
IBM, Compaq, or Dell Business Class computer with Intel Pentium II processor
designated as Microsoft Windows NT certified and Year 2000 compliant.
233 MHz minimum (for up to 60 techs). 450 MHz or faster strongly recommended.
--------------------------------------------------------------------------------
Operating system
--------------------------------------------------------------------------------
Microsoft Windows NT v4.0 - Service Pack 4 or Service Pack 5, with Year 2000
fixes
--------------------------------------------------------------------------------
Random Access Memory (RAM)
--------------------------------------------------------------------------------
128 MBytes (up to 500 work orders)
256 MBytes (up to 1000 work orders)
384 MBytes (over 1000 work orders)
--------------------------------------------------------------------------------
Network Connection
--------------------------------------------------------------------------------
Ethernet 10/100 Card
--------------------------------------------------------------------------------
Video Card
--------------------------------------------------------------------------------
Matrox Millenium II graphics controller - 4 MB (part #270246-B21 is recommended)
or the equivalent. Video card and monitor must support 1024 X 768 screen
resolution and 65,536 colors
--------------------------------------------------------------------------------
Hard Disk
--------------------------------------------------------------------------------
500 MB available space - in addition to space required for the operating system,
swap space and other applications
--------------------------------------------------------------------------------
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
1
"Confidential Treatment Requested
and the Redacted Material has been
separately filed with the Commission."
--------------------------------------------------------------------------------
Floppy Disk Drive
--------------------------------------------------------------------------------
3.5" disk drive
--------------------------------------------------------------------------------
CD-ROM Drive
--------------------------------------------------------------------------------
Minimum - 4X
--------------------------------------------------------------------------------
Monitor
--------------------------------------------------------------------------------
Minimum - 17" viewable space recommended
--------------------------------------------------------------------------------
Virtual Memory
--------------------------------------------------------------------------------
Compliant with MicroSoft Windows-NT Recommendations (Physical RAM + 12 MBytes).
--------------------------------------------------------------------------------
Peripherals
--------------------------------------------------------------------------------
Keyboard, mouse, and laser printer which can be shared with other Workforce
Management workstations
--------------------------------------------------------------------------------
Included Software
--------------------------------------------------------------------------------
WorkForce Express 1.2.3, ACSR, ANDS and CIT.
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
TechNet(TM) - Device
--------------------------------------------------------------------------------
PocketNet Phones
--------------------------------------------------------------------------------
Mitsubishi MobileAccess(TM) 120 Series
--------------------------------------------------------------------------------
Mitsubishi MobileAccess(TM) T250
--------------------------------------------------------------------------------
TechNet - Wireless Network
--------------------------------------------------------------------------------
AT&T PocketNet(R) Service
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
TechNet(TM) CE - Device
--------------------------------------------------------------------------------
See TechNet CE Designated Environment Document
--------------------------------------------------------------------------------
2. As a result of the changes to the Designated Environment as amended herein,
CSG ** ******** ** ********* Customer $*** in relation to required memory
upgrades for ******************* (***) of Customer's desktop workstations.
THIS AMENDMENT is executed on the day and year first shown above.
CSG SYSTEMS, INC. ("CSG") TCI CABLE MANAGEMENT CORPORATION
("Customer")
By: /s/ Xxxxxx X. Xxxxx By: /s/ Xxx X. Xxxxx
------------------------ ----------------
Name: Xxxxxx X. Xxxxx Name: Xxx X. Xxxxx
------------------------ ----------------
Title: V.P. & General Counsel Title: CIO
------------------------ ----------------
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
2
EXHIBIT 2.19N
-------------
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 (***).
FIFTY SECOND AMENDMENT
TO
RESTATED AND AMENDED
CSG MASTER SUBSCRIBER MANAGEMENT SYSTEM AGREEMENT
BETWEEN
CSG SYSTEMS, INC.
AND
AT&T BROADBAND MANAGEMENT CORPORATION
This 52nd Amendment (the "Amendment") is executed this 28th day of February,
2001, and is made by and between CSG Systems, Inc., a Delaware corporation
("CSG"), and AT&T Broadband Management Corporation (f/k/a TCI Cable Management
Corporation) ("Customer"). CSG and Customer are parties to a certain Restated
and Amended CSG Master Subscriber Management System Agreement dated August 10,
1997, which has subsequently been amended pursuant to separately executed
amendments (collectively, the "Agreement"), and now desire to amend the
Agreement in accordance with the terms and conditions set forth in this
Amendment. If the terms and conditions set forth in this Amendment shall be in
conflict with the Agreement, the terms and conditions of this Amendment shall
control. Any terms in initial capital letters or all capital letters used as a
defined term but not defined in this Amendment, shall have the meaning set forth
in the Agreement. Upon execution of this Amendment by the parties, any
subsequent reference to the Agreement between the parties shall mean the
Agreement as amended by this Amendment. Except as amended by this Amendment, the
terms and conditions set forth in the Agreement shall continue in full force and
effect according to their terms.
The parties hereto agree as follows:
MODIFICATION OF THE FORTY-NINTH AMENDMENT
1. On October 10, 2000, Customer and CSG executed a 49th Amendment to Restated
and Amended CSG Master Subscriber Management System Agreement between CSG
Systems, Inc. and AT&T Broadband Management Corporation (the "49th Amendment").
Upon execution of this Amendment:
(a) the date "February 28, 2001" of the third sentence in Section 2 of the
49th Amendment relating to the telephony domain server shall be deleted and
replaced with "December 31, 2001."; and
(b) the date "February 28, 2001" of the last sentence in Section 2 of the
49th Amendment relating to the telephony domain server shall be deleted and
replaced with "December 31, 2001."; and
(c) insert "Usage Handling System (for an unlimited amount of
subscribers)," between "CSG Screen Express," and "and CIT and all modifications"
in the first sentence of Section 3(a) of the 49th Amendment; and
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) the phrase "For a period not to exceed nine months from the date
hereof," of the first sentence of Section 6 of the 49th Amendment relating to
telephony transition assistance shall be deleted and replaced with "Upon
Customer's request and so long as Customer requests, but in no event later than
December 31, 2001,"; and
(e) the second sentence of the Scope of Exhibit A of the 49th Amendment
shall be deleted in its entirety and replaced with "The project will commence on
October 15, 2000 with an objective to complete all market conversions as soon as
possible with a window not to exceed beyond December 31, 2001."
(f) the dates of "July 15, 2001" of the sixth (6th) and eighth (8th) bullet
point of CSG's Commitment of Exhibit A of the 49th Amendment shall be deleted
and replaced with "December 31, 2001"; and
(g) the tenth (10th) bullet point of CSG's Commitment of Exhibit A of the
49th Amendment shall be deleted in its entirety and replaced with "CSG will
support the Telephony IOT environment until December 31, 2001.".
TELEPHONY OBLIGATIONS THROUGH DECEMBER 31, 2001
2. In the event that Customer, prior to December 31, 2001, no longer requests
CSG to provide the services set forth in (i) Section 2 of the 49th Amendment
relating to the telephony domain server ("Telephony Domain Services"), and/or
(ii) Section 6 of the 49th Amendment relating to telephony transition assistance
("Telephony Transition Services"), Customer shall provide CSG with not less than
sixty (60) days written notice before the date Customer no longer requests CSG
to provide the Telephony Domain Services and/or the Telephony Transition
Services. Upon CSG's receipt of said notice, the parties agree to schedule a
meeting between CSG's Chief Executive Officer and Customer's Chief Financial
Officer to meet to discuss whether any reductions to the financial and
adjustments to other terms set forth in Section 4 of this Amendment should be
made in light of the termination of the Telephony Domain Services and the
Telephony Transition Services prior to December 31, 2001. However, under no
circumstances, shall CSG be under any obligation to provide the Telephony Domain
Services, the CCS Telephony Processing Services, nor the Telephony Transition
Services beyond December 31, 2001.
USAGE HANDLING SYSTEM EXPANDED LICENSE FEE
3. Customer agrees to pay CSG $***, which shall be due on *************, for the
expanded Usage Handling System license, which is granted pursuant to Section
1(c) of this Amendment. Therefore, on *************, Customer shall pay $*** by
wire transfer to CSG of immediately available funds.
TELEPHONY DOMAIN SERVICES AND BASIC SUBSCRIBER CHARGE
-----------------------------------------------------
4. Customer agrees to pay to CSG for (i) the Telephony Domain Services between
April 1, 2001 and December 31, 2001, and (ii) the CCS Telephony Processing
Services between July 16, 2001 and December 31, 2001:
. $*** which shall be due and payable on ************* by Customer to CSG
by wire transfer of immediately available funds; and
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."
. $*** (unless otherwise mutually agreed by the parties pursuant to
Section 2 of this Amendment) which shall be due and payable on
**************** by Customer to CSG by wire transfer of immediately
available funds.
The fees set forth in this Section 4 include and are in lieu of:
. the Telephony Domain Server Fees as set forth in Exhibit B-4 of the 49th
Amendment for the period of April 1, 2001 through December 31, 2001;
. the fees set forth in Section 4 of Schedule D of the Agreement (except
for any fees for System Enhancements as set forth in Section 4.II.P of
Schedule D of the Agreement) for the period between July 16, 2001 and
December 31, 2001.
DEFERRAL OF PAYMENT OBLIGATIONS
5. Pursuant to the Payment Terms of Exhibit B-1 of the 49th Amendment, $*** of
the Expanded License Software fee becomes due on **************. As further
consideration for the mutual promises contained herein, CSG shall invoice
Customer $*** on ************, which amount shall be due by Customer to CSG on
**************. CSG shall invoice Customer the balance of $*** on
**************, which amount shall be due by Customer to CSG on **************.
SALE OR TRANSFER OF EXISTING SUBSCRIBERS
6. (a) In the event that Customer sells, divests or otherwise transfers any
subscriber that is currently or hereafter processed, or required to be
processed, on CSG's CCS system pursuant to the terms of this Agreement
("Qualified Subscriber"), Customer shall obtain from the acquiring entity, its
successors and assigns (the "Acquiring Entity"), as a precondition to such
transfer, a written and legally binding promise substantially similar to that
form of promise to be set forth in Exhibit A attached hereto and incorporated
herein, that the Acquiring Entity shall use CSG as the sole provider of the
Products and Services for each Qualified Subscriber for a period of
************************** from the date of closing of said transfer, pursuant
to terms and conditions substantially similar to those set forth in the
Agreement or in Acquiring Entity's Master Subscriber Agreement, if any, with
CSG, at the Acquiring Entity's option. The nature of the promise and the form
of Exhibit A to affect the obligation of the Acquiring Entity to use CSG to
provide Products and Services for each Qualified Subscriber will be agreed by
CSG and Customer no later than ninety (90) days after execution of the
Amendment.
(b) Customer shall notify CSG as soon as reasonably practicable in any
instance where an Acquiring Entity does not for any reason execute (or expresses
its intent not to execute) an acceptable form of Exhibit A. With respect to a
breach or anticipated breach by Customer of Section 6(a), CSG shall be entitled
to seek equitable relief including injunctive relief and specific performance
with respect to the requirements of Section 6(a).
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CONFIDENTIAL AND PROPRIETARY INFORMATION - FOR USE BY AUTHORIZED EMPLOYEES OF
THE PARTIES HERETO ONLY AND IS
NOT FOR GENERAL DISTRIBUTION WITHIN OR OUTSIDE THEIR RESPECTIVE COMPANIES
(c) For purposes of Section 6(a), "Qualified Subscriber" shall not include
any owned but not managed subscriber or any subscriber of Customer's pending
sales of broadband systems located in the areas described on Exhibit B. Further,
in the instance where Customer (i) sells or transfers control of subscribers to
one or more third parties, while simultaneously (ii) acquiring control of other
subscribers ("Subscriber Swap") and the net effect of such Subscriber Swap is
such that the number of subscribers which are, or are required to be, processed
pursuant to the terms and conditions of the Agreement (x) increases, (y) stays
the same, or (z) decreases by an amount equal to or less than twenty percent
(20%) of the total number of subscribers that Customer sells or transfers in the
particular Subscriber Swap, then and only then shall the subscribers sold or
transferred not be deemed a Qualified Subscriber pursuant to Section 6(a).
MODIFICATION OF SECTION 29 OF THE AGREEMENT
7. (a) Section 29 of the Agreement shall not be applicable to the terms of an
agreement between CSG and any Acquiring Entity as it relates to CSG's products
and services with respect to any subscribers of the Acquiring Entity but only so
long as such agreement between CSG and the Acquiring Entity is completed as a
result of the acquisition of Qualified Subscribers by the Acquiring Entity (a
"Qualified Subscriber Processing Agreement"). Furthermore, upon transfer of any
non-managed ownership interest by Customer, or by its current parent companies,
affiliates or subsidiaries, in subscribers, Section 29 of the Agreement shall
not be applicable to the terms of an agreement, which is completed as a result
of the acquisition of such subscribers and relates to CSG's products and
services, between CSG and any entity, or successor-in-interest to the same,
which (i) acquires such ownership interest, or (ii) controls such subscribers (a
"Non-Managed Subscriber Agreement").
(b) Customer, on behalf of itself and its parent, subsidiary, affiliate, agents,
officers, directors, employees, consultants, associates, representatives,
attorneys, heirs, predecessors, successors and assigns, hereby forever release
and discharge CSG and its current and former parent companies, subsidiaries,
affiliates, agents, officers, directors, employees, consultants, associates,
attorneys, representatives, heirs, predecessors, successors and assigns, or any
person acting by, through, under or in concert with it, from any and all claims,
counter-claims, demands, causes of action or liabilities, known or unknown,
whether at law or in equity, based upon, relating in any way to or arising under
Section 29 of the Master Agreement as it relates to the terms of any Qualified
Subscriber Processing Agreement and/or any Non-Managed Subscriber Agreement.
PRINT AND MAIL EXCLUSIVITY
8. Until March 31, 2002, Customer shall be released from its obligation to use
CSG exclusively for its print and mail of telephony subscribers statements but
only as and to the extent that (i) Customer is prevented from using the CSG
Print and Mail Products and Services due to technical limitations of any third
party telephony billing and customer care services used by Customer, and (ii)
only as it relates to the telephony portion of Customer's telephony subscriber's
xxxx; provided, however, if CSG fails to perform any services specifically set
forth in a fully executed Statement of Work which prevents Customer from using
the CSG
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CONFIDENTIAL AND PROPRIETARY INFORMATION - FOR USE BY AUTHORIZED EMPLOYEES OF
THE PARTIES HERETO ONLY AND IS
NOT FOR GENERAL DISTRIBUTION WITHIN OR OUTSIDE THEIR RESPECTIVE COMPANIES
Print and Mail Products and Services, the date first set forth in this Section 8
shall be deferred until CSG completes the services allowing Customer to use the
CSG Print and Mail Products and Services.
THIS AMENDMENT is executed on the day and year first shown above.
CSG SYSTEMS, INC. ("CSG") AT&T BROADBAND MANAGEMENT CORPORATION
("Customer")
By: /s/ Xxxx Xxxxx By: /s/ Xxxxxxx X. Xxxxxx
--------------- ---------------------
Name: Xxxx Xxxxx Name: Xxxxxxx X. Xxxxxx
--------------- ---------------------
Title: President & COO Title: EVP, CFO
--------------- ---------------------
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CONFIDENTIAL AND PROPRIETARY INFORMATION - FOR USE BY AUTHORIZED EMPLOYEES OF
THE PARTIES HERETO ONLY AND IS
NOT FOR GENERAL DISTRIBUTION WITHIN OR OUTSIDE THEIR RESPECTIVE COMPANIES
EXHIBIT A
TBD
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CONFIDENTIAL AND PROPRIETARY INFORMATION - FOR USE BY AUTHORIZED EMPLOYEES OF
THE PARTIES HERETO ONLY AND IS
NOT FOR GENERAL DISTRIBUTION WITHIN OR OUTSIDE THEIR RESPECTIVE COMPANIES
"Confidential Treatment Requested
and the Redacted Material has been
separately filed with the Commission."
EXHIBIT B
Net No. of Subs Approx. Agreement
Acquiring MSO Region Transferred Date
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CONFIDENTIAL AND PROPRIETARY INFORMATION - FOR USE BY AUTHORIZED EMPLOYEES OF
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NOT FOR GENERAL DISTRIBUTION WITHIN OR OUTSIDE THEIR RESPECTIVE COMPANIES
