0001193125-04-083182 Sample Contracts

Contract
Credit Agreement • May 10th, 2004 • CSG Systems International Inc • Services-computer processing & data preparation • New York

THIRD AMENDMENT AND SECOND WAIVER, dated as of March 16, 2004 (this “Amendment”), to and under the AMENDED AND RESTATED CREDIT AGREEMENT, dated as of February 28, 2002 (as heretofore amended, supplemented or otherwise modified, the “Credit Agreement”), among CSG SYSTEMS INTERNATIONAL, INC., a Delaware corporation (“Holdings”), CSG SYSTEMS, INC., a Delaware corporation (the “Borrower”), the several banks and other financial institutions or entities from time to time parties to the Credit Agreement (the “Lenders”), BNP PARIBAS, as administrative agent (in such capacity, the “Administrative Agent”), LEHMAN COMMERCIAL PAPER INC., as syndication agent (in such capacity, the “Syndication Agent”), and CREDIT LYONNAIS NEW YORK BRANCH, THE BANK OF NOVA SCOTIA and WELLS FARGO BANK, NATIONAL ASSOCIATION, as co-documentation agents.

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CSG MASTER SUBSCRIBER MANAGEMENT SYSTEM AGREEMENT
CSG Master Subscriber Management System Agreement • May 10th, 2004 • CSG Systems International Inc • Services-computer processing & data preparation • Colorado

This CSG MASTER SUBSCRIBER MANAGEMENT SYSTEM AGREEMENT (the “Agreement”) is entered into as of this 1st day of April, 1999, between CSG Systems, Inc., a Delaware corporation with offices at 7887 E. Belleview Avenue, Suite 1000, Englewood, Colorado 80111 (“CSG”), and Echostar Satellite Corporation, a Colorado corporation with offices at 5701 Santa Fe Drive, Littleton, Colorado 80120 (“Customer”). CSG and Customer agree as follows:

Contract
Credit Agreement • May 10th, 2004 • CSG Systems International Inc • Services-computer processing & data preparation • New York

SECOND AMENDMENT, dated as of January 1, 2004 (this “Amendment”), to the AMENDED AND RESTATED CREDIT AGREEMENT, dated as of February 28, 2002 (as heretofore amended, supplemented or otherwise modified, the “Credit Agreement”), among CSG SYSTEMS INTERNATIONAL, INC., a Delaware corporation (“Holdings”), CSG SYSTEMS, INC., a Delaware corporation (the “Borrower”), the several banks and other financial institutions or entities from time to time parties to the Credit Agreement (the “Lenders”), BNP PARIBAS, as administrative agent (in such capacity, the “Administrative Agent”), LEHMAN COMMERCIAL PAPER INC., as syndication agent (in such capacity, the “Syndication Agent”), and CREDIT LYONNAIS NEW YORK BRANCH, THE BANK OF NOVA SCOTIA and WELLS FARGO BANK, NATIONAL ASSOCIATION, as co-documentation agents.

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