Thirty-Ninth Amendment to CSG Master Subscriber Management System Agreement



 EXHIBIT 10.21C 
  
 THIRTY-NINTH AMENDMENT 
 TO 
 CSG MASTER SUBSCRIBER MANAGEMENT SYSTEM AGREEMENT 
 BETWEEN 
 CSG SYSTEMS, INC.

 AND 
 ECHOSTAR
SATELLITE L.L.C. 
  
 This Thirty-Ninth Amendment (the “Amendment”)
is made by and between CSG Systems, Inc., a Delaware corporation (“CSG”) and EchoStar Satellite L.L.C. (“Customer”). CSG and Customer entered into a certain CSG Master Subscriber Management System Agreement dated
April 1, 1999, as amended, (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.	Pursuant to the Twenty-Sixth Amendment (as modified by the Thirty-Sixth Amendment), the parties extended the Increased Capacity Term to the existing LPAR through December 31, 2004.
Customer desires, and CSG agrees to provide an increase in the capacity in accordance with the chart set forth below (“Customer Additional Capacity”) for January 1 through December 31, 2005. Therefore, for the fees set forth in Paragraph 2
below, Customer desires and CSG agrees to extend the Increased Capacity Term to the existing LPAR as defined below. In the event Customer wishes to terminate the additional capacity prior to December 31, 2005, Customer shall provide CSG with ninety
(90) days prior written notice. Upon receipt of Customer’s written notice, CSG shall use commercially reasonable efforts to re-deploy the additional capacity during the remainder of the Increased Capacity Term. If CSG is able to re-deploy the
additional capacity, Customer shall not be responsible for the remaining monthly fees (set forth in Paragraph 2 below) associated with the additional capacity. However, if CSG is unable to re-deploy the additional capacity, Customer agrees to pay
the remaining monthly fees through the expiration of the Increased Capacity Term. During the Increased Capacity Term, Customer agrees to use commercially reasonable efforts to maintain a ************ ******* ***** or lower usage of the available CPU
and will cooperate with CSG to maintain such usage. In the event Customer wishes to maintain or increase the capacity, the parties shall negotiate in good faith and execute such agreement in writing. 

  

																									
	 Component

	  	Jan

	 	Feb

	 	Mar

	 	Apr

	 	May

	 	Jun

	 	Jul

	 	Aug

	 	Sept

	 	Oct

	 	Nov

	 	Dec


	 Additional Capacity (MIPS)
	  	***	 	***	 	***	 	***	 	***	 	***	 	***	 	***	 	***	 	***	 	***	 	***

  

	2.	Customer agrees to pay the following fees for the increase in the existing capacity for 2005: 

  

													
	 	  	Jan

	 	Feb

	 	Mar

	 	Apr

	 	May

	 	June


	 MIPS
	  	***	 	***	 	***	 	***	 	***	 	***
	 Fee
	  	***	 	***	 	***	 	***	 	***	 	***
							
	 	  	Jul

	 	Aug

	 	Sept

	 	Oct

	 	Nov

	 	Dec


	 MIPS
	  	***	 	***	 	***	 	***	 	***	 	***
	 Fee
	  	***	 	***	 	***	 	***	 	***	 	***

  
 IN WITNESS WHEREOF, the parties
execute this Amendment on the date last signed below. 
  
 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 








							
	CSG SYSTEMS, INC. (“CSG”)	 	 ECHOSTAR SATELLITE L.L.C.
 (“CUSTOMER”)

				
	 By:
	 	 /s/ Joseph T. Ruble

	 	By:	 	 /s/ Nolan Daines


	 Name:
	 	Joseph T. Ruble	 	Name:	 	Nolan Daines
	 Title:
	 	SVP President	 	Title:	 	EVP, Broadband and IT
	 Date:
	 	12/29/04	 	Date:	 	12/27/04

  
 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