THIRTY-NINTH AMENDMENT TO THE CSG MaSTER SUBSCRIBER MANAGEMENT SYSTEM AGREEMENT BETWEEN

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 10.23AE

THIRTY-NINTH AMENDMENT

TO THE

CSG MaSTER SUBSCRIBER MANAGEMENT SYSTEM AGREEMENT

BETWEEN

CSG SYSTEMS, INC.

AND

DISH NETWORK L.L.C.

This THIRTY-NINTH 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”).  Following execution by the parties, this Amendment shall be effective as of January 1, 2014 (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.

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 provides Customer with a dedicated environment which consists 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 ***** ********** ** *** **** *** ******** to allow for scheduling consistent with Customer’s ******** **********.

1. The parties agree that Customer's use of Cycle D is based upon and subject to the following assumptions and conditions:

(a) Shared third party products and vendor services, including but not limited to Direct Net, 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 ***** *.  In addition, Third Party Vendor Products and Services will require separate necessary deployment of functionality in conjunction with, and as regularly scheduled in, the Cycle A/B release.

(b) The fees agreed to in this Amendment for ***** ** **** ******** 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.

2. The parties agree that Customer shall have the right to ***** **** ******** only, subject to the following conditions:

(a) Customer shall provide written notice of the desire to exercise its right for a ******* ***** **** ** **** **** *******-**** (**) **** ***** to the Cycle A/B ********** *******.  Customer shall include ********* ***** for the ********* ******** ****** 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 ********* ******** ******* **** during the *******-**** (**) **** prior to the Cycle A/B ********** *******.  “******** ******” means the timeframe from the ***** ******** of the ******* **** in IOT environments ***** ******** ***** *** ******* **** into production.  

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

(b) CSG reserves the right to review and approve Cycle D support and maintenance system changes for code fixes to production during the ******** ******.  Depending on the code fix, CSG may need to apply the fix to the current production version that Customer *** *** ** ******* or back-port the fix to the ***** ******* that Customer is ******* ** **********. In the event that CSG does not ******* *** ******* ** ***** *** *** ** *** ******* **** ******** ** ******* ** **********, 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 the production code 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 into the Cycle D production environment within *******-**** (**) **** of the A/B release production date.

(e) Releases that are subject to a ******** ****** (each a “******** *******”) in accordance with this Amendment shall not be implemented in Cycle D production environment ****** **** ***** (*) **** ***** *** ********* ******* ********** **** for Cycle A/B.

(f) The Cycle D production environment ***** *** ** **** **** *** (*) ******* ****** the Cycle A/B code base.

(g) Priority/Severity 3 or lower production issues will not be addressed during any ******** ****** in Cycle D and IOT environments. Production issues resolved during any ******** ****** will be applied to Cycle A/B code to be implemented with Cycle D bundle release into production.  Priority/Severity 1 or 2 production issues found in Cycle D during the applicable ******** ****** that require code changes will be performed on an issue by issue basis for implementation in Cycle D.  ******* ******* 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.

(h) Incident Report (“IR”) support throughout the ******** ****** 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.

(i) CSG and Customer agree that ******** **** ******** may require additional Annual Support Hours, which may exceed ***** ***** *** ******* *******.  Customer may request detail of Annual Support Hours charged to understand the hours billed to Customer.

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

(k) Customer agrees to provide CSG with written notice of any Priority/Severity 1 issues, as such are 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 1 issue exists prior to release in the Cycle D production environment, CSG agrees not to implement the code into production until the Severity 1 issue is resolved or reduced to a Severity 2 or 3 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.

3. 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.

4. CSG and Customer agree to amend SCHEDULE F, FEES, CSG SERVICES, Section I.E.4, entitled “Database Maintenance and Programming Request,” as follows:

Description of Item/Unit of Measure	Frequency	Fee
3) ******** **** Cycle D Releases (****** (**) ******* payments in 2014)	******* **** ****	$	*********

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

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

DISH NETWORK L.L.C.	CSG SYSTEMS, INC.
By:  /s/ Xxxxxxx X XxXxxxxxx	By: /s/ Xxxxx X Xxxxx
Name:   Xxxxxxx X. XxXxxxxxx	Name: Xxxxx X. Xxxxx
Title:   Senior Vice President and Chief Information Officer	Title: President & CEO
Date:   12/20/13	Date: 12/24/13