Third Amended and Restated Services Agreement



 Exhibit 10.40 
  
 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 (***). 
  
 THIRD AMENDED AND RESTATED 
  
 SERVICES AGREEMENT 
  
 between 
  
 FIRST DATA TECHNOLOGIES, INC. 
  

and 
  
 CSG SYSTEMS, INC., 
  
 formerly known as 
  
 CABLE SERVICES GROUP, INC. 







 TABLE OF CONTENTS 
  


	 	 	 	 	 	  	Page


			
	 Section 1
	 	 Definitions
	  	1
			
	 Section 2
	 	 Provision of the FDT Services
	  	5
			
	 Section 3
	 	 Payments for FDT Services
	  	12
			
	 Section 4
	 	 Relationship between the Parties
	  	13
			
	 Section 5
	 	 Intellectual Property
	  	13
			
	 Section 6
	 	 Liability and Indemnification
	  	15
			
	 Section 7
	 	 Limitation of Liability
	  	17
			
	 Section 8
	 	 Standard of Care and Exclusion of Warranties
	  	18
			
	 Section 9
	 	 Exclusion of Damages
	  	19
			
	 Section 10
	 	 Confidentiality
	  	19
			
	 Section 11
	 	 Termination
	  	21
			
	 Section 12
	 	 Miscellaneous
	  	24
				
	 Schedules
	 	 	 	 	  	 
			
	 	 	 Schedule 1.9
	 	 CSG Client Development Software

			
	 	 	 Schedule 1.17
	 	 Development Software

			
	 	 	 Schedule 1.21
	 	 Existing CSG Proprietary Software

			
	 	 	 Schedule 1.25
	 	 FDT Services and FDT Current Service Charges

			
	 	 	 Schedule 1.43
	 	 Platform Description

			
	 	 	 Schedule 1.49
	 	 Systems Software

			
	 	 	 Schedule 2.3
	 	 CSG – Vendor Software

			
	 	 	 Schedule 2.3A
	 	 Form of CSG – Vendor Software Letter

			
	 	 	 Schedule 2.9
	 	 Operations Procedures

			
	 	 	 Schedule 2.10
	 	 CSG Batch Job Targets

			
	 	 	 Schedule 2.11
	 	 Disaster Recovery Plan

			
	 	 	 Schedule 2.13
	 	 Performance Criteria

			
	 	 	 Schedule 2.14
	 	 Confidentiality Agreement

			
	 	 	 Schedule 2.16.1
	 	 Additional CSG Obligations

			
	 	 	 Schedule 6.5
	 	 Dispute Resolution


  

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 THIS THIRD AMENDED AND RESTATED SERVICES AGREEMENT (the “Services Agreement”) is entered
into as of August 1, 2003, by and between First Data Technologies, Inc., a Delaware corporation, and CSG Systems, Inc. (formerly known as Cable Services Group, Inc.), a Delaware corporation. 
  
 RECITALS 
  
 A. FDT is presently engaged in the business of providing data processing services; 
  
 B. CSG and FDT previously entered into a services agreement dated as of
October 26, 1994, as amended by that certain First Amendment to Services Agreement between FDT and CSG executed December 8, 1995, and as further amended by that certain Second Amendment to Services Agreement between FDT and CSG executed January 30,
1996, and as further amended by that Third Amendment to Services Agreement between FDT and CSG executed November 25, 1996 (collectively, the “Original Agreement”); 
  
 C. CSG and FDT previously entered into an Amended and Restated Services Agreement dated December 31, 1996, as amended by
that certain First Amendment to Amended and Restated Services Agreement between CSG and FDT executed July 1998 (as amended, the “Restated Agreement”); 
  

D. CSG and FDT previously entered into those certain license agreements with FDT as licensor and CSG as licensee dated December 31, 1996 (as amended
and restated as of the date hereof), April 23, 1999 and July 30, 1999; 
  
 E. CSG and FDT further amended and restated their obligations in the Second Amended and Restated Services Agreement dated April 1, 2000, as amended by that certain First Amendment to Second Amended and Restated Services Agreement between
FDT and CSG executed May 28, 2002; and 
  
 F. CSG and FDT desire
to further amend and restate their obligations relating to the terms and conditions governing the data processing services which FDT will continue to provide to CSG. 
  
 NOW, THEREFORE, in consideration of the premises and the mutual covenants, representations, warranties, conditions
and agreements hereinafter expressed, the Parties hereto agree as follows: 
  
 Section 1 
 Definitions 
  
 In this Services Agreement, the following terms have the meanings specified or referred to in this Section 1 and
shall be equally applicable to both the singular and plural forms. In this Agreement, the words “including”, “include” and “includes” shall each be deemed to be followed by the term “without limitation”. Any
agreement or exhibit referred to herein shall mean such agreement or exhibit as amended, supplemented and modified from time to time to the extent permitted by the applicable provisions thereof and by this Services Agreement. References to any
statute or regulation means such statute or regulation as amended at the time and includes any successor statute or regulation. Unless otherwise stated, references to recitals, articles, sections, paragraphs, schedules and exhibits shall be
references to recitals, articles, sections, paragraphs, schedules and exhibits of this Services Agreement. 
  

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 1.1 “Additional Services” has the meaning stated in Section 2.15. 
  
 1.2 “Affiliate” means an Entity which, directly or indirectly, owns
or controls, is owned or is controlled by or is under common ownership or control with another Entity. As used herein, “control” means the power to direct the management or affairs of an Entity, and “ownership” means the
beneficial ownership of 50% or more of the voting equity securities or other equivalent voting interests of the Entity. 
  
 1.3 “Applications Software” means the CSG-Vendor Software and the CSG Proprietary Software. 
  
 1.4 “Claim” has the meaning specified in Section 6.3.1.

  
 1.5 “Confidential Information” has the meaning
stated in Section 10.1. 
  
 1.6 “CSG” means CSG
Systems, Inc. (formerly known as Cable Services Group, Inc.), a Delaware corporation, and its permitted successors and permitted assigns. 
  
 1.7 “CSG Batch Job Targets” means the time periods identified on Schedule 2.10 relating to CSG’s batch cycles. 
  
 1.8 “CSG Client” shall mean any current or future Entity for which
CSG provides data processing services through FDT in accordance with the terms and conditions of the Services Agreement. 
  
 1.9 “CSG Client Development Software” means that portion of the Development Software set forth on Schedule 1.9 that CSG Clients may
execute and use at the CSG Clients’ Locations solely to permit a CSG Client to receive the benefit of the FDT Services in accordance with the terms and conditions of this Services Agreement. 
  
 1.10 “CSG’s Clients’ Locations” means each of CSG’s
Clients’ business locations which are connected to the Platform to permit a CSG Client to receive the benefit of the FDT Services in accordance with the terms and conditions of this Services Agreement. 
  
 1.11 “CSG Data” has the meaning specified in Section 5.1.

  
 1.12 “CSG Proprietary Software” means New CSG
Proprietary Software and Existing CSG Proprietary Software. 
  
 1.13 “CSG-Vendor Software” means the Software licensed to CSG by third party vendors (excluding FDT and its Affiliates) and to be used by FDT to provide the FDT Services, together with all developments, improvements,
modifications, additions, expansions, new versions, new releases, rewrites, enhancements, upgrades or other changes of any kind thereto. The CSG-Vendor Software is set forth in Schedule 2.3, as it may be amended from time-to-time. 

 
 1.14 “Damaged Party” has the meaning stated in Section
12.5. 
  
 1.15 “Data Processing Materials” has the
meaning stated in Section 5.5. 
  

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 1.16 “Declared Disaster” has the meaning stated in Schedule 2.11. 
  
 1.17 “Development Software” means that portion of the Systems
Software as set forth in Schedule 1.17 that CSG may execute and use for development of CSG Proprietary Software. Such schedule may be amended from time to time in accordance with the procedures set forth in Section 2.5.3, if
applicable. 
  
 1.18 “Dispute” means any and all
disputes, controversies and claims between the Parties arising from or in connection with this Services Agreement or the relationship of the Parties under this Services Agreement whether based on contract, tort, common law, equity, statute,
regulation, order or otherwise. 
  
 1.19 “Effective
Date” shall mean April 1, 2000. 
  
 1.19a “Third Amended
and Restated Effect Date” shall mean August 1, 2003. 
  
 1.20 “Entity” means an individual, corporation, limited liability company, partnership, sole proprietorship, joint venture, or other form of organization or governmental agency or authority. 
  
 1.21 “Existing CSG Proprietary Software” means the applications,
job control language and system and other Software owned by CSG and to be used by FDT to provide the FDT Services, that is identified in Schedule 1.21. 
  

1.22 “Failed Criteria” shall have the meaning stated in Section 11.2. 
  
 1.23 “FDT” means First Data Technologies, Inc., a Delaware corporation, and its permitted successors and permitted
assigns. 
  
 1.24 “FDT Data Center” means the data
center maintained by or on behalf of FDT in Englewood, Colorado or any other data or information processing centers maintained by or on behalf of FDT or any of its Affiliates and used to provide the FDT Services. 
  
 1.25 “FDT Service Charges” means the fees charged by FDT for the
FDT Services as set forth in Schedule 1.25. 
  
 1.26
“FDT Services” means the data processing services and systems currently provided by FDT to CSG which are set forth on Schedule 1.25 and those Additional Services that FDT agrees to provide. 
  
 1.27 “FDT Software” means that certain FDT proprietary Software
licensed by FDT to CSG pursuant to the License Agreements. 
  
 1.28 “Indemnified Party” means a Party or Parties seeking or entitled to indemnification pursuant to the provisions of Section 6. 
  
 1.29 “Indemnifying Party” means the Party or Parties hereto responsible for indemnifying an Indemnified Party pursuant to Section 6.

  
 1.30 “Infringement Claims” has the meaning stated in
Section 6.2.1. 
  
 1.31 “Infringement Payment”
has the meaning stated in Section 11.4. 
  

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 1.32 “License Agreements” means those certain license agreements executed by FDT and CSG with
FDT as licensor and CSG as licensee dated December 31, 1996 (as subsequently amended and restated as of the date hereof), April 23, 1999 and July 30, 1999. 
  
 1.33 “Losses and Expenses” has the meaning stated in Section 7.1. 
  
 1.34 “New CSG Proprietary Software” means all developments, improvements, modifications, additions, expansions,
new versions, new releases, rewrites, enhancements, upgrades or other changes of any kind to Existing CSG Proprietary Software, or any new Software owned or developed by CSG following the Effective Date and provided to FDT for use in connection with
the provision of the FDT Services that is not identified in Schedule 1.21. 
  
 1.35 “Operations Procedures” has the meaning stated in Section 2.9. 
  
 1.36 “Original Agreement” has the meaning specified in the second recital to this Services Agreement. 
  
 1.37 “Original CSG Proprietary Software” means that portion of the
Existing CSG Proprietary Software that existed as of the effective date of the Original Agreement. 
  
 1.38 “Original Term” means the period of time commencing on the Effective Date and ending June 30, 2008. 
  
 1.39 “Other Party” has the meaning stated in Section 12.5.

  
 1.40 “Party” means a party to this Services
Agreement and its permitted successors and permitted assigns. 
  
 1.41 “Performance Criteria” has the meaning stated in Section 2.13. 
  
 1.42 “Plan” has the meaning stated in Schedule 2.11. 
  
 1.43 “Platform” means the hardware owned or operated by FDT and the network provided by FDT for data telecommunications and data processing and
retrieval established between the FDT Data Center, CSG, and CSG’s Clients’ Locations, it being understood that such Platform is provided by FDT on a non-exclusive basis. The Platform is further described in Schedule 1.43.

  
 1.44 “Principal Performance Criteria” means
Performance Criteria categories 1, 2, 3 and 4, and Performance Criteria category 5 solely as it relates to the front end processors. 
  
 1.45 “Restated Agreement” has the meaning specified in the third recital to this Agreement. 
  
 1.46 “Services Agreement” means this Second Amended and Restated
Services Agreement between CSG and FDT as it may be amended from time to time. 
  
 1.47 “Software” means (i) computer programs, including application programs, operating programs, file programs and utility programs, and (ii) tangible media upon which such programs and documentation are
recorded, including hard copy, tapes and disks. 
  

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 1.48 “Stock Purchase Agreement” means that agreement entered into as of October 26, 1994
between CSG Holdings, Inc. and First Data Resources Inc. 
  
 1.49
“Systems Software” means the Software licensed by FDT to be used to provide FDT Services, but shall not include the FDT Software or the Applications Software. The current set of Systems Software is set forth in Schedule 1.49. Such
schedule may be amended from time to time in accordance with the procedures set forth in Section 2.5.3. 
  
 1.50 “Term” means the Original Term and any mutually agreed extension thereto. 
  
 1.51 “Termination Assistance” has the meaning stated in Section 11.5. 
  
 1.52 “Third Party Provider” has the meaning stated in Section
2.12. 
  
 Section 2 
 Provision of the FDT Services 
  
 2.1 FDT Services. FDT shall make available to and perform for CSG and CSG shall use the FDT Services during the Term. Notwithstanding the
foregoing, if CSG delivers notification to FDT pursuant to Sections 11.1 or 11.2 that CSG is terminating this Services Agreement, then after such notification CSG may arrange for CSG or a third party to provide the FDT Services for CSG
after the termination date and CSG may take all actions in preparation therefor as may be reasonably necessary to enable CSG or such third party to provide such FDT Services immediately after the termination date; provided however, the
foregoing shall not be construed to prevent CSG from initiating preliminary discussions with any such third party prior to giving written notice to FDT. 
  
 2.2 Platform; FDT Data Center Raised Floor. 
  
 2.2.1 Platform. FDT will provide the Platform and shall have all rights in connection therewith including the right to change the
configuration of the Platform during the Term of this Services Agreement. FDT shall provide CSG with at least thirty (30) days advance written notice of any change in the Platform. Such changes shall not materially adversely affect the operations of
CSG or CSG Clients. Except for those components (if any) identified on Schedule 1.43 as being owned by CSG, the Platform shall remain solely the property of FDT, its lessors or providers, if any, and CSG shall have no ownership interests or
other rights therein. CSG may request changes to the Platform, and all such requests shall be deemed a request for Additional Services and be subject to Section 2.15. FDT shall provide upgraded DASD and tape subsystems relating to the
Platform in accordance with the DASD and tape subsystems upgrade practices used by FDT from time to time. 
  
 2.2.2 FDT Data Center Raised Floor. CSG shall have the right, subject to security, space, environmental and other limitations, to
collocate computer, telecommunications and other equipment at the FDT Data Center and to interconnect such equipment to the FDT Platform; provided that CSG will at no time during the Term (except as set forth in Section 2.2.3), require
more than 1,200 non-contiguous square feet of raised floor space in the FDT Data Center for those purposes. FDT shall provide for utilities, HVAC, back-up power generators, and security with respect to such collocated equipment. CSG and third party
support personnel retained by CSG or the CSG Client shall have reasonable access to the FDT Data Center on a 24 hour per day, 7 day a week basis to maintain and service such collocated equipment. 

  

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

  
 2.2.3 Additional FDT Data Center Raised
Floor. After the Effective Date, and upon sixty (60) days prior written notice to FDT, CSG shall also have the right, subject to security, space, environmental and other limitations, to collocate additional computer, telecommunications and other
equipment at the FDT Data Center and to interconnect such equipment to the FDT Platform; provided that CSG will at no time during the Term of this Services Agreement require more than an additional 1,200 non-contiguous square feet of raised
floor space (for a total of 2,400 square feet) in the FDT Data Center for those purposes, it being understood that such additional non-contiguous space will be provided by FDT to CSG for $*** (annually) per square foot. FDT shall provide for
utilities, HVAC, back-up power generators, and security with respect to such collocated equipment. CSG and third party support personnel retained by CSG or the CSG Client shall have reasonable access to the FDT Data Center on a 24 hour per day, 7
day a week basis to maintain and service such collocated equipment. In addition, CSG may locate one of its employees at the FDT Data Center on a continuous basis, provided that such employee: (i) provides FDT evidence of his or her C2
security clearance and maintains such clearance during the Term; and (ii) executes a separate confidentiality agreement with FDT reasonably acceptable to CSG. 
  

2.3 CSG-Vendor Software. CSG will secure for FDT, at CSG’s expense, the rights to access, operate (at or from any location where FDT will
provide the FDT Services), and modify the Vertex Software included within CSG-Vendor Software to the extent required for FDT’s provision of the FDT Services under this Services Agreement. To the extent necessary, CSG will secure for FDT, at
CSG’s expense, a license for the other Software included within the CSG-Vendor Software. Such license shall provide for the rights set forth in the first sentence of this Section 2.3, including upgrades to such Software and maintenance
therefor. Notwithstanding anything to the contrary set forth in this Services Agreement, FDT shall be under no obligation to install any CSG-Vendor Software until CSG provides FDT with evidence reasonably satisfactory to FDT of FDT’s right to
access, operate (at or from any location where FDT will provide the FDT Services), and modify the CSG-Vendor Software to provide the FDT Services pursuant to this Services Agreement. Contemporaneously with the execution of this Services Agreement,
CSG shall deliver to FDT a letter executed by CSG substantially in the form set forth in Schedule 2.3A. 
  
 2.4 Maintenance of Current Vendor Supported Software Releases. As of the Effective Date, all CSG-Vendor Software is the most current release (or
one generation behind the most current release). During the Term, CSG shall cause all CSG-Vendor Software to be the most current release (or one generation behind the most current release) within one (1) year of the commercial release of the next
version of any CSG-Vendor Software. As of the Effective Date, all Systems Software is the most current release (or one generation behind the most current release). During the Term, FDT shall cause all Systems Software to be the most current release
(or one generation behind the most current release) within one (1) year following the commercial release of the next version of any Systems Software. CSG shall, at its sole cost and expense, upon the reasonable request of FDT, cooperate with FDT in
testing the implementation of all CSG-Vendor Software and Systems Software. The Parties agree to use commercially reasonable efforts to coordinate the timing and installation of new releases of CSG-Vendor Software and Systems Software so as to not
unreasonably disrupt or materially adversely affect the provision of FDT Services. 
  

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

  
 2.5 Use of Other Software. 
  
 2.5.1 FDT Affiliate Software. The Parties shall
investigate from time to time the possibility of using Software developed by FDT Affiliates (such as that Software commonly known as “Tape Access Method”), to augment the CSG-Vendor Software. If such investigation results in the Parties
determining that the use of such Software is desirable, the Parties shall negotiate the terms and conditions (including costs) associated with such use. 
  
 2.5.2 Third Party Software. If CSG requires FDT to acquire additional Software for use by FDT in the provision of FDT
Services, FDT shall use commercially reasonable efforts to identify other FDT clients with whom CSG can share the costs associated with such Software, it being understood that if no other FDT clients use such Software, the costs associated with such
Software shall be the sole responsibility of CSG. 
  
 2.5.3 Systems Software. 
  
 (i)
FDT may substitute some or all of the Systems Software with other Software, provided that: (a) FDT provides CSG with reasonable notice of such substitution, and CSG consents to such substitution, which consent shall not be unreasonably
withheld or delayed; (b) such Software is substantially similar in functionality with the Systems Software that it is replacing; and (c) FDT obtains CSG rights to use such Software in accordance with Section 5.3, if applicable.
Notwithstanding the foregoing, FDT shall not be required to obtain CSG’s consent for substitutions made in accordance with Section 2.4. 
  
 (ii) If FDT substitutes some or all of the Systems Software with other Software, FDT shall reimburse CSG for each applicable component of
the Systems Software the reasonable out-of-pocket costs CSG incurs in modifying any CSG Proprietary Software and CSG-Vendor Software as a result of such substitution, together with associated training costs relating to the substituted Systems
Software that exceed **** ******** dollars ($***), it being understood that in no event shall FDT be responsible for costs incurred by CSG that: (a) exceed personnel costs greater than ******* dollars ($***) per hour; or (b) are incurred as a result
of FDT complying with its obligations set forth in Section 2.4. CSG shall provide FDT with a detailed itemization of its costs within twenty (20) days after completion of FDT’s substitution of the applicable Systems Software. 

 
 2.6 Information and Reports. In accordance with the Performance
Criteria, FDT will provide to CSG the output information or such other reports as the Parties may mutually agree, provided, however, that FDT’s obligations for output or reports are specifically conditioned upon receipt of timely
input received from CSG and CSG’s Clients. 
  
 2.7
Backup. Pursuant to written instructions from CSG, FDT will back-up and maintain copies of the CSG Data, the Applications Software and FDT Software on magnetic or other media in accordance with FDT’s standard procedures. In connection
with such backup, FDT, in accordance with the fees set forth in Schedule 1.25, will arrange for off-site storage for CSG Data, as well as periodic pick-up and delivery to the off-site storage site. CSG will be solely responsible for CSG Data
that CSG recalls from the off-site storage site to the FDT Data Center before it is scheduled to be returned from the off-site storage site. 
  

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 2.8 Security. Subject to the provisions of this Section 2.8, FDT will implement and
maintain reasonable security procedures relating to CSG’s access to the Development Software, and access to CSG Data, including administering the procedures relating to the assignment and administration of all log-on identifications, and CSG
shall be responsible for taking appropriate security measures relating to such log-on identifications, passwords and access. Anything to the contrary notwithstanding, CSG agrees that CSG shall have sole responsibility for establishment and
administration of reasonable security procedures for access to the Development Software and CSG Data by anyone accessing the Development Software and CSG Data by or through CSG, its systems and networks. A summary description of security procedures
currently used by FDT is set forth in the Operations Procedures. From time to time, CSG will notify FDT which CSG employees are to be granted access to the Development Software and CSG Data and the authorized level of such access, all in accordance
with FDT’s standard procedures. 
  
 2.9 Operations
Procedures. CSG and FDT shall each use commercially reasonable efforts to comply with the Operations Procedures set forth on Schedule 2.9 (the “Operations Procedures”) in order for FDT to provide the FDT Services;
provided, however, that if CSG is unable to give any notice specified on Schedule 2.9 within the required time frame, FDT will use commercially reasonable efforts to accommodate the time frame requested by CSG (provided FDT
shall be under no obligation to incur additional costs to accommodate such time frame or be responsible for the adverse impact on the Performance Criteria). The Operations Procedures may from time to time be changed by FDT so long as the changes do
not materially (a) increase the duties of CSG or its obligations hereunder, or (b) adversely affect the business operations of CSG or CSG Clients. To the extent practicable, FDT agrees to give CSG reasonable advance written notice of such changes,
except for changes which are implemented in short time frames for which no such notice can be given, such as changes necessary to correct situations in the FDT Data Center requiring immediate attention. FDT further agrees to use commercially
reasonable efforts to minimize changes that will materially adversely affect CSG or CSG Clients, all of which requires CSG’s prior written consent, which consent shall not be unreasonably withheld or delayed. THE OPERATING PROCEDURES ARE
DEMARCATIONS OF RESPONSIBILITIES AND PROCEDURES THAT CSG AND FDT WILL EACH USE COMMERCIALLY REASONABLE EFFORTS TO ACHIEVE AND PERFORM, IT BEING UNDERSTOOD THAT NOTWITHSTANDING ANYTHING TO THE CONTRARY SET FORTH IN THIS SERVICES AGREEMENT: (i) THE
OPERATING PROCEDURES MAY NOT BE ACHIEVED OR PERFORMED; AND (ii) THE FAILURE BY FDT OR CSG TO ACHIEVE OR PERFORM ANY OPERATIONS PROCEDURE SHALL NOT BE DEEMED TO BE A BREACH OF THIS SERVICES AGREEMENT. 
  
 2.10 CSG Batch Job Targets. The CSG Batch Job Targets set forth in
Schedule 2.10 are targets that CSG and FDT will each use commercially reasonable efforts to achieve, IT BEING UNDERSTOOD THAT NOTWITHSTANDING ANYTHING TO THE CONTRARY SET FORTH IN THIS SERVICES AGREEMENT: (a) THE CSG BATCH JOB TARGETS MAY
NOT BE ACHIEVED; AND (b) THE FAILURE BY FDT OR CSG TO ACHIEVE THE CSG BATCH JOB TARGETS SHALL NOT BE DEEMED TO BE A BREACH OF THIS SERVICES AGREEMENT. 
  
 2.11 Disaster Recovery. In the event of a Declared Disaster affecting the CSG Data, FDT will use commercially reasonable efforts to recover the
critical components of the Systems Software and the FDT managed networks in accordance with the Plan. As compensation for any services provided by FDT in maintaining and implementing the Plan, CSG agrees to pay FDT the associated fees and charges
for such FDT Services set forth in Schedule 1.25 and Schedule 2.11, as applicable. FDT shall be solely responsible for restoring the Applications Software and the FDT Software. CSG shall be solely responsible for recovering the
Applications Software and the FDT Software, and for directing FDT in regard to the CSG Data in accordance with Section 2.7. 

  

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 2.12 Systems Software; Data Telecommunications. FDT may procure from one or more qualified
subcontractors or third party vendors (the “Third Party Providers”) the data telecommunications services and Systems Software used to provide FDT Services, except to the extent that CSG has previously contracted for such services directly.
FDT also will be responsible for obtaining from any such Third Party Providers the appropriate maintenance for data telecommunications and hardware equipment. CSG agrees to pay FDT the applicable FDT Service Charge. Annually during the Term, the
Parties will review the quality of service and pricing offered by the Third Party Providers. Following the annual review, FDT will take such action that the Parties mutually determine appropriate, which may include renegotiation with current Third
Party Providers or termination of existing service or license agreements and negotiation with new Third Party Providers. FDT shall keep CSG apprised of negotiations with Third Party Providers. The Parties acknowledge that each of the Parties share
certain connections to a network commonly known as the Advantis network. Notwithstanding anything to the contrary set forth in this Services Agreement, each Party shall pay their respective usage fees however designated for their respective use of
the Advantis network. 
  
 2.13 Performance Criteria.

  
 2.13.1 Performance Criteria. FDT shall
use commercially reasonable efforts to provide and to perform the FDT Services in all material respects in accordance with each of the performance criteria set forth in Schedule 2.13 (the “Performance Criteria”). Without limiting
the foregoing, any request by CSG for a new or additional Performance Criteria shall be deemed a request for Additional Services in accordance with Section 2.15. 
  
 2.13.2 Exclusions. There shall be excluded from the measurement of compliance with any Performance
Criteria and the application of Section 7.2, any failure to meet such Performance Criteria if, during, and to the extent that such failure is related to (i) any matter constituting force majeure, as provided in Section 12.4; (ii) any
material failure by CSG to perform its obligations under this Services Agreement (including those set forth in the Operations Procedures), or where CSG’s approval, acceptance, consent or similar action is required under this Services Agreement,
any unreasonable delay or any withholding of action; (iii) the performance, nonperformance or continuing provision by CSG of any Applications Software or FDT Software (as listed in Schedule 1.49); (iv) the performance or nonperformance of any CSG
vendor; (v) ad hoc reporting jobs, special production jobs, testing procedures or other services that are given priority at the request of CSG; (vi) any significant change in the manner in which CSG conducts its business or operations adversely
affecting FDT’s ability to meet any Performance Criteria; (vii) any failure of CSG or CSG Clients to provide CSG Data in the time deemed reasonably necessary by FDT to meet an output delivery schedule; (viii) any failure of CSG to provide the
evidence reasonably requested by FDT in accordance with Section 2.3; or (ix) the operation of Section 5.7. 
  
 2.14 Audit Rights. 
  
 2.14.1 CSG Audits. Upon the request and reasonable advance written notice of CSG, FDT will provide to CSG, its auditors and
regulators, if any, and to CSG Clients in accordance with their agreements with CSG (as directed by CSG and subject to the need 

  

 9 








 
for confidentiality obligations from them as set forth below) access during regular business hours to the appropriate management personnel of FDT, and to CSG
Data and records of CSG directly relating to the FDT Services. Such access shall be limited to performing audits of FDT and its business, to verify the accuracy of the fees and charges for the FDT Services, and FDT’s compliance with the
Performance Criteria. Such requests for access shall not be made more frequently than once a year, with the exception of requests to provide access to CSG’s regulators. FDT will provide to such auditors and regulators any assistance of a
routine nature that they reasonably require. To the extent that FDT’s assistance in such audits exceeds more than sixty (60) man hours of FDT time in any calendar year, CSG shall reimburse FDT for such assistance in excess of sixty (60) hours
at FDT’s then-current commercial rates. CSG and the third party auditors and regulators must comply with all reasonable security and confidentiality procedures (including the execution of nondisclosure agreements), established by FDT at any
facility to which access is granted, and audits shall not unreasonably interfere with FDT’s normal business operations. CSG shall use commercially reasonable efforts to cause non-CSG third party auditors and regulators to provide FDT in advance
with a draft copy of each written report or other output containing comments concerning FDT or the FDT Services and an opportunity to reply to comments that will be made in the final report. 
  
 2.14.2 FDT Audits. One time per calendar year for
each year during the Term, FDT will allow a third party, selected by FDT, to perform an audit of the electronic data processing environment maintained by FDT to provide the FDT Services contemplated under this Services Agreement. FDT shall provide
CSG with a copy of the results of the audit within a reasonable time after completion of the audit. CSG may provide a copy of the audit to its clients who have specifically agreed to hold the audit confidential in conformance with an agreement in
the form of or conforming to Schedule 2.14. In addition to such annual audit, from time to time during the Term CSG may request additional audits of FDT’s electronic data processing environment maintained by FDT to provide the FDT
Services contemplated under this Services Agreement. Any such additional audit shall occur no more than once per quarter during the Term and shall be at CSG’s sole expense. FDT shall provide a copy of the results of the audit to CSG subject to
the confidentiality provisions set forth herein. 
  
 2.14.3 Systems Software Vendor Audits. From time to time during the Term, CSG shall cooperate with FDT and its Systems Software vendors in connection with such vendors audit of CSG’s use of the Development Software and CSG
Clients’ use of the CSG Client Development Software pursuant to this Services Agreement, provided that such vendors agree in writing to maintain the confidentiality of all CSG Confidential Information. 
  
 2.15 Additional Services. If CSG requests FDT to provide any services
that are different from, or in addition to, the FDT Services (“Additional Services”), the Parties will cooperate with each other in good faith in discussing the scope and nature of the request, the Additional Services so requested, the
related performance criteria, the impact (if any) on existing Performance Criteria, the time period in which FDT would provide such Additional Services and the basis upon which FDT would be compensated and reimbursed therefor, it being understood
that such compensation and reimbursement for Additional Services shall be consistent with the pricing methodology used for the FDT Service Charges, but only include costs associated with the FDT Data Center (as opposed to indirect costs of FDT). If
the Parties agree upon the scope and nature of the Additional Services and FDT’s compensation therefor, the Parties shall amend this Services Agreement accordingly and such Additional Services shall become a part of the FDT Services. 

  

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 2.16 CSG Obligations and Responsibilities. 
  
 2.16.1 CSG Obligations. CSG shall have and perform
the obligations including, those identified in Schedule 2.16.1. 
  
 2.16.2 Data Responsibility. CSG shall have responsibility for the supervision, management and control of its use of the CSG Data, reports and the like, including implementing sufficient procedures to satisfy
its internal security and accuracy requirements for information FDT furnishes. 
  
 2.17 Relocation. 
  
 2.17.1 Movement of FDT Data Center. If FDT relocates the FDT Data Center, FDT shall reimburse CSG for (a) any conversion cost incurred, directly or indirectly, by CSG as a result of such relocation and (b) any
increase in the ongoing expenses of CSG as a result of such relocation during the Original Term. 
  
 2.17.2 Movement of CSG. If CSG relocates its principal place of business from Omaha, Nebraska, CSG shall reimburse FDT for (a) any
conversion costs incurred, directly or indirectly, by FDT as a result of such relocation and (b) any increase in the ongoing expenses of FDT as a result of such relocation during the Original Term. 
  
 2.18 Access to FDT Data Center. During the Term, FDT will permit CSG
and CSG Clients, on reasonable written notice and subject to FDT’s standard security procedures, to have access to the FDT Data Center during normal business hours for the purpose of giving tours of such FDT Data Center to CSG Clients and
prospective clients of CSG. Such tours shall be conducted by an employee or representative of FDT and the extent of such tours shall be determined by FDT in its sole discretion, provided that such tours provide such CSG Clients and
prospective clients of CSG with a reasonable understanding of the FDT Data Center standard practices and procedures. Employees and representatives of FDT conducting such tours shall do so in a professional manner. 
  
 2.19 Cooperation and Good Faith. Each Party shall cooperate with the
other to establish priorities for the FDT Services and any Additional Services to be provided to CSG. Each Party will also cooperate with the other by, among other things, making available and not withholding or delaying, as reasonably requested by
the other, such management decisions and approvals as may be necessary to fulfill each Party’s respective obligations to the other under this Services Agreement in a timely and efficient manner. All negotiations, including, negotiations for
Additional Services, between the Parties shall be conducted in good faith in accordance with reasonable commercial business practices. FDT will provide reasonable assistance to CSG in CSG’s efforts to develop new business, data conversion and
deconversion activities. Each Party shall designate a person to represent the Party and coordinate its activities in connection with this Services Agreement. 
  
 2.20 Rights of Contemporaneous Negotiation. Contemporaneously with soliciting (or responding to an offer by) a third party to perform any other
data processing or data telecommunications services similar to any of the FDT Services or a replacement for any of the FDT Services, CSG shall offer FDT the opportunity to provide such services on mutually 

  

 11 








 
acceptable terms. The Parties each agree that they will act in good faith and without undue delay as they participate in discussions on the terms pursuant to
which FDT will provide such services to CSG; provided however, nothing in this Services Agreement shall obligate either Party necessarily to reach an agreement with the other with respect to such services. It is expressly agreed that
(notwithstanding this Services Agreement, or any past or future discussions or other communications between them) neither Party will have any liability or obligation whatsoever to the other with respect to the provision of such services unless and
until negotiations between them are completed and they have in fact entered into comprehensive, mutually-binding written agreement which covers all matters agreed to and which is signed by each Party’s authorized officers. It is agreed that
either Party may terminate such discussions on written notice to the other Party, without incurring any liability therefor. 
  
 2.21 ********** ******** ********** *** **** ***** ******* **** *** *** ******** *** ********** ****** ** *** ********** ******** ********** *** ****
***** ******* **** *** *** ******** *** ********** ****** ** ************* ******** ********** *** **** ***** ******* **** *** *** ******** *** ********** ****** ** ************* ******** ********** *** **** ***** ******* **** *** *** ******** ***
********** ****** ** ************* ******** ********** *** **** ***** ******* **** *** *** ******** *** ********** ****** ** ************* ******** ********** *** **** ***** ******* **** *** *** ******** *** ********** ****** ** *************
******** ********** *** **** ***** ******* **** *** *** ******** *** ********** ****** ** ************* ******** ********** *** **** ***** ******* **** *** *** ******** *** ********** ****** ** ************* ******** ********** *** **** *****
******* **** *** *** ******** *** ********** ****** ** ************* ******** ********** *** **** ***** ******* **** *** *** ******** *** ********** ****** ** ************* ******** ********** *** **** ***** ******* **** *** *** ******** ***
********** ****** ** ************* ******** ********** *** **** ***** ******* **** *** *** ******** *** ********** ****** ** ************* ******** ********** *** **** ***** ******* **** *** *** ******** *** ********** ****** ** *************
******** ********** *** **** ***** ******* **** *** *** ******** *** ********** ****** ** ************* ******** ********** *** **** ***** ******* **** *** *** ******** *** ********** ****** ** ************* ******** ********** *** **** *****
******* **** *** *** ******** *** ********** ****** ** **************** ******** ********** *** **** ***** ******* **** *** *** ******** *** ********** ** *** *******. 
  
 Section 3 
 Payments for FDT Services 
  
 3.1 Fees
and Charges. The FDT Service Charges as of the Effective Date are set forth in Schedule 1.25. FDT’s obligations and CSG’s rights under this Services Agreement are conditional upon CSG’s payment of the fees and charges in
accordance with the terms and conditions of this Services Agreement. 
  
 3.2 Taxes. CSG shall be responsible for any sales, use, excise, value-added and other taxes and duties payable by FDT or CSG on the FDT Services as a whole or on a particular good or service received by CSG from FDT in connection
with the FDT Services where the tax is imposed on CSG’s acquisition or use of such FDT Services or such other goods or services from FDT, and not by FDT’s cost in acquiring the FDT Services or such other goods or services. FDT shall be
solely responsible for payment of the taxes, if any, on FDT’s income from the FDT Services, and FDT corporate occupation taxes, if any. The Parties will use commercially reasonable efforts to cooperate with each other to enable each other to
determine accurately each 

  

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Party’s tax liability and to minimize such liability to the extent legally permissible. Each Party shall provide and make available to the other any
resale certificates, information regarding out-of-state or out-of-country sales or use of equipment, materials or services, and other exemption certificates or information reasonably requested by either Party. 
  
 3.3 Invoice and Time of Payment. FDT will invoice CSG on or before the
fifth (5th) business day of each month for any amount owed to FDT pursuant to this Services Agreement for the immediately preceding month. Each such invoice will be due and payable within thirty (30) days after receipt of the invoice.
Notwithstanding the foregoing, if CSG should dispute the accuracy of all or any portion of an amount indicated on any invoice, CSG shall timely pay the undisputed portion of such invoice and notify FDT’s accounts receivable department in
writing of the nature of the disputed amount at the time of payment. The Parties shall attempt in good faith to mutually resolve such dispute; provided however, if the dispute is not resolved within forty-five (45) days from FDT’s
receipt of such written notice, either Party shall have the right to have such dispute resolved pursuant to the terms of Section 6.5. 
  
 3.4 Interest. If FDT does not receive, or is unable to obtain, payment of any amount due or payable to FDT under this Services Agreement at the
time provided for payment under this Services Agreement, such unpaid amount shall bear interest at a rate equal to one percent (1%) over the prime rate as published in the Wall Street Journal, from the date on which payment was due until the
date on which FDT receives such payment. 
  
 Section 4

 Relationship between the Parties 
  

Nothing contained in this Services Agreement shall be deemed to constitute a partnership or joint venture between the Parties. Neither Party shall hold
itself out as having any authority to enter into any contract or create any obligation or liability on behalf of, in the name of, or binding upon the other Party, nor shall anything contained in this Services Agreement be deemed to create or imply a
fiduciary relationship between the Parties. 
  
 Section 5

 Intellectual Property 
  
 5.1 CSG Data. Any data regarding the operations of CSG or any data regarding CSG’s Clients provided by CSG to FDT pursuant to this Services
Agreement shall remain the property of CSG or CSG Clients (collectively, “CSG Data”). CSG authorizes FDT to access and make use of the CSG Data for FDT’s performance of its obligations under this Services Agreement. Upon the
termination or expiration of this Services Agreement for any reason, FDT shall promptly return CSG Data in the form such data is maintained by FDT in connection with the performance of the FDT Services or, if CSG so elects in writing, destroy it.
FDT shall not use the CSG Data for any purpose except as contemplated by this Services Agreement, nor shall any part of such data be disclosed or sold by FDT to third parties or commercially exploited by FDT other than CSG Data that is required to
be disclosed: (i) in order to perform the FDT Services; (ii) to complete any permitted third-party audits; or (iii) pursuant to Section 10.1.2(vi) or Section 10.1.2(vii). Notwithstanding the foregoing, FDT shall have the right without
CSG’s approval, to compile and distribute aggregate and statistical analyses and reports using CSG Data, information, and other sources, provided that such analyses and reports do not identify CSG, CSG Clients or CSG’s industry, and
provided further that such analyses and reports are not sold to third parties. 
  

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 5.2 CSG Proprietary Software. CSG hereby grants FDT a non-exclusive, royalty-free license for the
Term to execute the CSG Proprietary Software in connection with the performance of the FDT Services and to access, modify and review the CSG Proprietary Software for problem resolution and performance recommendations. Except as may be necessary for
the accomplishment of the activities authorized in the immediately preceding sentence, FDT shall not modify, reverse engineer, decompile, disassemble, create derivative works or otherwise discover any process or technique inherent in the CSG
Proprietary Software or any portion thereof. As between the Parties, the CSG Proprietary Software will remain CSG’s property. FDT will have no ownership interests or other rights in the CSG Proprietary Software. 
  
 5.3 Development Software. FDT has obtained or will obtain for CSG for
the Term the right to execute and use the Development Software at CSG’s principal place of business for the sole purpose of developing, modifying, and enhancing the CSG Proprietary Software. CSG shall comply with the terms of the licenses and
use restrictions for the Development Software. In addition to the foregoing, CSG shall not modify, reverse engineer, reverse assemble or decompile the Development Software, nor shall CSG permit any other Entity to do so. 
  
 5.4 CSG Client Development Software. FDT has obtained or will obtain
for CSG Clients for the Term the right to execute and use the CSG Client Development Software at CSG Clients’ Locations solely to permit a CSG Client to receive the benefit of the FDT Services in accordance with the terms and conditions of this
Services Agreement. CSG shall ensure that the CSG Clients comply with the terms of the licenses and use restrictions for the CSG Client Development Software. In addition to the foregoing, CSG shall not permit any CSG Client to modify, reverse
engineer, reverse assemble or decompile the CSG Client Development Software, nor shall any CSG Client permit any other Entity to do so. 
  
 5.5 Ownership of Information. All Software, Operating Procedures, manuals, and other documentation and similar data processing materials and
derivative works based thereon (“Data Processing Materials”) developed or owned by a Party are and, unless specifically transferred to the other, shall remain the property of such Party and shall be Confidential Information. Any Operating
Procedures, manuals, or other documentation included within Confidential Information that is required for CSG Clients to use the services of CSG may be provided to CSG Clients, provided appropriate confidentiality agreements are executed to
protect such Confidential Information. 
  
 5.6 FDT
Software. Prior to or contemporaneously with the execution of this Services Agreement, the Parties shall enter into an amended and restated agreement relating to that certain software commonly known as “Team 35.” The Parties
acknowledge and agree that CSG has the sole obligation to maintain, update, modify and enhance the FDT Software. 
  
 5.7 Injunctions. In the event any injunction is issued as to any portion of a product, service or any Software which is used to provide the FDT
Services, the unavailability of which would materially adversely affect the business or operations of CSG, due to the infringement, misappropriation or violation of a third party’s patent, copyright, trade secret or other proprietary right, FDT
will use commercially reasonable effort to modify or replace the product or service if the infringement, misappropriation or violation arises out of or relates to the Platform, the Systems Software or any portion thereof, and CSG will use
commercially reasonable efforts to modify or replace the Applications Software or FDT Software or any portion thereof if the infringement, misappropriation or violation arises out of or relates to the Applications Software or FDT Software, in either
event in order to avoid the infringement, misappropriation or violation, and if FDT or CSG, as applicable, is unable to do so with commercially reasonable efforts and/or at commercially reasonable prices, FDT shall no longer be responsible for
providing the affected portion of the FDT Services. 
  

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 Section 6 
 Liability and Indemnification 
  
 6.1 FDT’s Indemnification. FDT shall hold harmless and indemnify CSG, its Affiliates and their respective directors, officers, employees and agents from and against any and all claims, liabilities, losses
or damages (including reasonable attorneys fees, expert witness fees, expenses and costs of settlement) resulting from or arising out of: 
  
 6.1.1 the death or bodily injury of any agent, employee, customer, client, business invitee or business visitor of FDT except to the
extent, if any, that such death or bodily injury shall have been caused by the gross negligence or reckless or intentional conduct of CSG; provided, however, that for purposes of this Section 6.1.1, the agents, employees,
customers, CSG Clients, business invitees and business visitors of CSG shall not, when on the premises of FDT, be deemed FDT’s business invitee or business visitor; 
  
 6.1.2 any payment obligations of FDT to a third party relating to the Systems Software or Platform; and

  
 6.1.3 any misappropriation or misuse by FDT
or its employees or agents of Confidential Information of CSG or a CSG Client. 
  
 6.2 CSG’s Indemnification. CSG shall hold harmless and indemnify FDT, its Affiliates and their respective directors, officers, employees and agents from and against any and all claims, liabilities, losses
or damages (including reasonable attorney fees, expert witness fees, expenses and costs of settlement) resulting from or arising out of: 
  
 6.2.1 any infringement, misappropriation or violation of any patent, copyright, trade secret or other intellectual property rights
(collectively, “Infringement Claims”) asserted by any third party against FDT and/or any of its Affiliates in connection with any Application Software; 
  
 6.2.2 the death or bodily injury of any agent, employee, customer, client, business invitee or business
visitor of CSG except to the extent, if any, that such death or bodily injury shall have been caused by the gross negligence or reckless or intentional conduct of FDT; provided, however, that for purposes of this Section 6.2.2,
the agents, employees, customers, clients, business invitees and business visitors of FDT shall not, when on the premises of CSG, be deemed CSG’s business invitee or business visitor; 
  
 6.2.3 any payment obligations of CSG to a third party
relating to the CSG Proprietary Software; 
  
 6.2.4 any Infringement Claim or other claim asserted by any third party against FDT in connection with CSG Data or records provided by CSG or CSG Clients to FDT in connection with the FDT Services; 
  
 6.2.5 any claims by third parties, including pursuant to any
actions brought derivatively on behalf of CSG or actions by CSG Clients, suppliers or creditors of CSG, unless such claims arise from the sole gross negligence or willful misconduct of FDT; and 

  

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 6.2.6 any misappropriation or misuse by CSG or its employees or agents of Confidential
Information of FDT. 
  
 6.3 Indemnification Procedures.

  
 6.3.1 If any civil, criminal, administrative
or investigative action or proceeding (any of the foregoing, a “Claim”) is threatened or commenced against any person or Party that a Party is obligated to defend or indemnify under Section 6.1 or 6.2 (such person and
such Party, collectively, an “Indemnified Party”), then written notice thereof shall be given to the Party that is obligated to provide indemnification under such Sections (the “Indemnifying Party”) as promptly as practicable;
provided, however, that any delay by the Indemnified Party in giving such written notice shall not constitute a breach of this Services Agreement and shall not excuse the Indemnifying Party’s obligation under this Section 6 except
to the extent, if any, that the Indemnifying Party is prejudiced by such delay. After such notice, the Indemnifying Party shall be entitled, if it so elects in writing within ten (10) days after receipt of such notice, to take control of the defense
and investigation of such claim and to employ and engage attorneys of its choice reasonably acceptable to the Indemnified Party to handle and defend the same, at the Indemnifying Party’s sole cost and expense. The Indemnified Party shall
cooperate in all reasonable respects with the Indemnifying Party and its attorneys in the investigation, trial and defense of such claim and any appeal arising therefrom; provided however, that the Indemnified Party may, at its own
cost and expense, participate through its attorneys or otherwise, in such investigation, trial and defense of such claim and any appeal arising therefrom. No settlement of a claim that involves a remedy other than the payment of money by the
Indemnifying Party shall be entered into by the Indemnifying Party without the prior consent of the Indemnified Party, which consent will not be unreasonably withheld or delayed. 
  
 6.3.2 After written notice by the Indemnifying Party to the Indemnified Party of its election to assume full
control of the defense of any such claim pursuant to Section 6.3.1, the Indemnifying Party shall not be liable to the Indemnified Party for any legal expenses incurred thereafter by such Indemnified Party in connection with the defense of
that claim and any appeal arising therefrom. If the Indemnifying Party does not assume full control over the defense of a claim pursuant to Section 6.3.1, then the Indemnifying Party may participate in such defense, at its sole cost and
expense, and the Indemnified Party shall have the right to defend the claim in such manner as it may deem appropriate, at the cost and expense of the Indemnifying Party. 
  
 6.3.3 The remedy of indemnification described in this Section 6 shall be the sole and exclusive
remedy of the Indemnified Party for the Infringement Claims and other claims described in Section 6.1 and Section 6.2, except as otherwise provided herein for injunctive relief, the recovery of consequential damages relating to the
breach of confidentiality obligations or misappropriation of Confidential Information and the recovery of an Infringement Payment. 
  
 6.4 Additional Matters concerning Application Software. If the Application Software or any portion thereof is the subject of an Infringement Claim
asserted by any third party against FDT and/or any of its Affiliates, in addition to CSG’s indemnity obligations set 

  

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

  
 
forth in Section 6.2.1, CSG may, at its sole cost and expense, obtain a license for FDT to continue to use the same to provide the FDT Services, or
modify or replace the same in a commercially reasonable manner and/or at a commercially reasonable price so that such software is no longer the subject of an Infringement Claim. 
  
 6.5 Dispute Resolution. Subject to Section 6.6, any and all Disputes shall be resolved as provided in
Schedule 6.5. 
  
 6.6 Litigation. 
  
 6.6.1 Notwithstanding anything to the contrary set forth
herein, neither Party shall be required to submit any dispute or disagreement regarding the interpretation of any provision of this Services Agreement, the performance by either Party of such Party’s obligations under this Services Agreement or
a default hereunder to the mechanisms set forth in Section 6.5, if such submission would be seeking equitable relief from irreparable harm. 
  
 6.6.2 THE PARTIES CONSENT TO THE NON-EXCLUSIVE JURISDICTION OF THE UNITED STATES DISTRICT COURT FOR THE STATE OF NEBRASKA AND OF ANY
NEBRASKA STATE COURT SITTING IN OMAHA, NEBRASKA FOR ALL LITIGATION WHICH MAY BE BROUGHT WITH RESPECT TO THE TERMS OF, AND THE TRANSACTIONS AND RELATIONSHIPS CONTEMPLATED BY, THIS SERVICES AGREEMENT. THE PARTIES FURTHER CONSENT TO THE JURISDICTION OF
ANY STATE COURT LOCATED WITHIN A DISTRICT WHICH ENCOMPASSES ASSETS OF A PARTY AGAINST WHICH A JUDGMENT HAS BEEN RENDERED, EITHER THROUGH ARBITRATION OR THROUGH LITIGATION, FOR THE ENFORCEMENT OF SUCH JUDGMENT AGAINST THE ASSETS OF SUCH PARTY.

  
 Section 7 
 Limitation of Liability 
  
 7.1 Limitation on Amount of Damages. It is understood and agreed that a Party’s liability to the other Party or any other person for damages,
injuries, losses, costs or expenses of any kind, however caused, based on or arising from or in connection with this Services Agreement, any termination hereof, the subject matter hereof, the performance (or non-performance) of any of the FDT
Services or other service or obligation hereunder, whether arising in contract or tort (including as a result of negligence or strict liability), and whether or not such Party shall have been informed, or might have anticipated the possibility of
any such damage, loss, cost or expense (collectively, “Losses and Expenses”), shall be limited with respect to each consecutive twelve (12) month period during the Term commencing with the Effective Date, to the direct damages actually
incurred by such Party or person, or consequential damages incurred by either Party as a result of the misappropriation or misuse of Confidential Information, and shall be recoverable if, and only to the extent such Losses and Expenses exceed ***
******* ***** ******** dollars ($***); and provided further, that the aggregate amount required to be paid by a Party to the Party or any other person for all such Losses and Expenses shall not exceed ***** ******** ***** **** ********
********* *** *** ****** **** ***** ****** *********** ********* *** **** ** *** ***** ****** **** ** *** *****. The foregoing limitations shall not apply to amounts for fees and charges, including the fees and charges in Schedule 1.25, and
the fees and charges otherwise due and payable under this Services Agreement. 
  

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

  
 7.2 Unique Damages Payable by FDT to CSG.
Notwithstanding Section 7.1, and subject to Section 2.13.2, if in any calendar year during the Term CSG pays penalties or issues credits to CSG Clients that exceed ************ ******** dollars ($***), and such penalties or credits are
a direct and proximate result of FDT’s failure to meet the Principal Performance Criteria, then FDT shall issue CSG a credit for ***** percent (***%) of such payments made or credits issued by CSG (provided that CSG provides FDT with
documentation reasonably acceptable to FDT relating to the payment of such penalties or issuance of such credits), such credits not to exceed **** ******* ******** dollars ($***) in the first calendar year following the Effective Date, and for every
year thereafter through calendar year 2008, the maximum liability for unique damages recoverable pursuant to this Section 7.2 shall increase by a percentage equal to the percentage increase in the amount of revenues received by FDT under this
Services Agreement during the prior year; provided that the total amount of unique damages recoverable under this Section 7.2 during any calendar year shall not exceed *** ******* ******** dollars ($***). For avoidance of doubt, the maximum
liability for unique damages recoverable pursuant to this Section 7.2 during any calendar year shall never be less than **** ******* ******** dollars ($***). The Parties acknowledge and agree that any credits issued by FDT to CSG pursuant to
this Section 7.2 shall not be applied to the *** ******* ***** ******** dollar ($***) figure described in Section 7.1, but shall be included in the liability limitations set forth in Section 7.1. 
  
 7.3 Provision of FDT Services. CSG acknowledges that the FDT Services
provided by FDT are to assist CSG in its business activities and are not intended to replace its professional skill and judgment. CSG shall be solely responsible for: (i) its own actions or omissions, and the actions or omissions of its agents,
employees and clients with respect to CSG Data used as input for the FDT Services, and (ii) any use of any FDT Services and any use made by CSG, its agents, employees and clients of CSG Data, reports or other products produced through any of the FDT
Services. 
  
 7.4 Mitigation. Each Party shall use
commercially reasonable efforts to mitigate damages for which the other Party is responsible. 
  
 7.5 Limitation of Assertions. Neither Party may assert any cause of action against the other Party under this Services Agreement that accrued more than one (1) year prior to: (i) the filing of a suit; or (ii)
the commencement of arbitration proceedings alleging such cause of action. 
  
 7.6 Express Allocation of Risks. The Parties expressly acknowledge that the limitations contained in this Section 7 and Section 6, Section 8 and Section 9 represent the express
agreement of the Parties with respect to the allocation of risks between the Parties, including the level of risk to be associated with the provision of the FDT Services as related to the FDT Service Charges, and each Party fully understands and
irrevocably accepts such limitations. The Parties acknowledge that but for the limitations contained in this Section 7 and Section 6, Section 8 and Section 9, the Parties would not have entered into this Services
Agreement. 
  
 Section 8 
 Standard of Care and Exclusion of Warranties 
  
 FDT will use reasonable commercial efforts to meet the Performance Criteria, and FDT will use reasonable care in providing the FDT Services pursuant to
this Services Agreement. EXCEPT AS OTHERWISE EXPRESSLY PROVIDED IN THIS SERVICES AGREEMENT, FDT MAKES NO REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, TO 

  

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CSG OR TO ANY OTHER PERSON, INCLUDING ANY WARRANTIES REGARDING THE MERCHANTABILITY, SUITABILITY, ORIGINALITY, FITNESS FOR A PARTICULAR PURPOSE OR OTHERWISE
(IRRESPECTIVE OF ANY PREVIOUS COURSE OF DEALINGS BETWEEN THE PARTIES OR CUSTOM OR USAGE OF TRADE), OR RESULTS TO BE DERIVED FROM THE USE OF ANY SOFTWARE, FOR SERVICES, HARDWARE OR OTHER SERVICES, PRODUCTS OR MATERIALS PROVIDED UNDER THIS SERVICES
AGREEMENT. 
  
 Section 9 
 Exclusion of Damages 
  
 NOTWITHSTANDING ANY OTHER PROVISION TO THE CONTRARY SET FORTH IN THIS SERVICES AGREEMENT, IN NO EVENT SHALL EITHER PARTY, ANY OF THEIR AFFILIATES OR ANY
OF THEIR DIRECTORS, OFFICERS, EMPLOYEES, AGENTS OR SUBCONTRACTORS BE LIABLE UNDER ANY THEORY OF TORT, CONTRACT, STRICT LIABILITY OR OTHER LEGAL OR EQUITABLE THEORY FOR ANY LOST PROFITS, LOSS OF DATA, EXEMPLARY, PUNITIVE, SPECIAL, INCIDENTAL,
INDIRECT OR CONSEQUENTIAL DAMAGES, EACH OF WHICH IS HEREBY EXCLUDED BY AGREEMENT OF THE PARTIES REGARDLESS OF WHETHER OR NOT EITHER PARTY OR ANY OTHER SUCH ENTITY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES; PROVIDED THE FOREGOING
EXCLUSION SHALL NOT APPLY TO CONSEQUENTIAL DAMAGES INCURRED BY EITHER PARTY AS A RESULT OF THE MISAPPROPRIATION OR MISUSE OF CONFIDENTIAL INFORMATION. 
  
 Section 10 
 Confidentiality

  
 10.1 Confidential Information. Information
exchanged between the Parties or otherwise made available by one Party for the other in connection with this Services Agreement before or after the date hereof shall be considered a trade secret or confidential or proprietary information
(“Confidential Information”) if it has been designated as such in this Services Agreement or on the information itself when delivered or made available, or if delivered orally, if a written notification of the confidential nature of the
information is sent within a reasonable time after the information is transmitted. Among other things, Confidential Information shall include confidential or proprietary information of third parties in the possession of one of the Parties to this
Services Agreement and needed to perform obligations hereunder. This Services Agreement, the Systems Software and CSG Proprietary Software shall in any event be considered Confidential Information of the Parties or their licensors, respectively.
Confidential Information not requiring a marking shall include this Agreement, the Systems Software, CSG Proprietary Software, all specifications and documentation therefor, financial information of either Party, all CSG Data processed in the FDT
Data Center, or other confidential business plans of either Party. 
  
 10.1.1 Except as expressly authorized by prior written consent of the disclosing Party, the receiving Party shall: 
  
 (i) limit access to any Confidential Information received by it to its employees, agents, representatives, and consultants who have a
need-to-know in connection with this Services Agreement and the obligations of the Parties hereunder; 
  

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 (ii) advise its employees, agents and consultants having access to the Confidential
Information of the proprietary nature thereof and of the obligations set forth in this Services Agreement; 
  
 (iii) safeguard all Confidential Information received by it using a reasonable degree of care, but not less than that degree of care used
by the receiving Party in safeguarding its own similar information or material; 
  
 (iv) not disclose any Confidential Information received by it to third parties; 
  
 (v) use the Confidential Information of the other Party only
for the purposes and in connection with the performance of such Party’s obligations under this Services Agreement; and 
  
 (vi) upon the disclosing Party’s request after expiration or termination of this Services Agreement, return promptly to the
disclosing Party all Confidential Information of the disclosing Party in the receiving Party’s possession, and certify in writing to the disclosing Party its compliance with this subsection (vi). 
  
 10.1.2 Exceptions to Confidentiality. Notwithstanding
the foregoing Section 10.1.1, the Parties’ obligations respecting confidentiality under Section 10.1.1 shall not apply to any particular information of a Party that the other Party can demonstrate: (i) was, at the time of
disclosure to it, in the public domain; (ii) after disclosure to it, is published or otherwise becomes part of the public domain through no fault of the receiving Party; (iii) was in the possession of the receiving Party at the time of disclosure to
it without being subject to another confidentiality agreement; (iv) was received after disclosure to it from a third party who had a lawful right to disclose such information to it; (v) was independently developed by the receiving Party without
reference to Confidential Information of the furnishing Party; (vi) was required to be disclosed to any regulatory body having jurisdiction over FDT or CSG or any of their respective clients; or (vii) that disclosure is necessary by reason of legal,
accounting or regulatory requirements beyond the reasonable control of the receiving Party. In the case of any disclosure pursuant to clauses (vi) and (vii) above, to the extent practical, the disclosing Party shall give prior written notice to the
other Party of the required disclosure and shall use commercially reasonable efforts to obtain a protective order covering such disclosure. If such a protective order is obtained, such information shall continue to be deemed to be Confidential
Information. 
  
 10.1.3 Additional Limited
Exception to Confidentiality. Notwithstanding the foregoing Section 10.1.1, FDT may disclose those portions of this Services Agreement addressing CSG’s limited use rights relating to the Development Software and CSG’s
obligations to maintain the confidentiality of the Development Software to vendors of the same. 
  
 10.2 No License or Other Rights. Except as specifically granted herein or in the Stock Purchase Agreement, this Services Agreement does not confer
any right, license, interest or title in, to or under the Confidential Information to the receiving Party and no license is hereby granted to the receiving Party, by estoppel or otherwise under any patent, trademark, copyright, trade secret or other
proprietary right of the disclosing Party. Title to the Confidential Information shall remain solely in the disclosing Party. 
  

 20 








 10.3 Publicity and Use of Certain Information. Neither Party will, without the other Party’s
prior written consent, use the name, service marks or trademarks of the other Party or any of its Affiliates; provided, however, that FDT may use CSG as a reference and may indicate to others that CSG purchases the FDT Services under
this Services Agreement. Either Party may disclose to other persons and Entities the existence and general nature of the Services Agreement but not the terms and conditions hereof. 
  
 10.4 Equitable Remedies. Each Party acknowledges that if it breaches (or attempts to breach) its obligations under
this Section 10, the other Party will suffer immediate and irreparable harm, it being acknowledged that legal remedies are inadequate. Accordingly, if a court of competent jurisdiction should find that a Party has breached (or attempted to
breach) any such obligations, such Party will not oppose the entry of an appropriate order compelling performance by such Party and restraining it from any further breaches (or attempted breaches). 
  
 10.5 Privileged Data. CSG accepts full responsibility for complying
with federal, state and local laws, rules and regulations concerning use of privileged or confidential third party information derived from input into or output from the FDT Services provided by FDT under this Services Agreement. 
  
 Section 11 
 Termination 
  
 11.1 Termination for Cause. Except as provided in Section 11.2, if either Party breaches any of its material obligations under this Services Agreement, which breach is not substantially cured within
forty-five (45) days (ten (10) days for payment defaults) after written notice specifying the breach is given by the non-breaching Party to the breaching Party, then the other Party may, by giving notice to the defaulting Party terminate this
Services Agreement (or any service provided by or received by the non-defaulting Party hereunder) for cause as of a future date specified in the notice of termination; provided however, such termination notice shall not: (i) if
delivered by CSG to FDT, specify a future termination date more than twelve (12) months from the date of the notice; (ii) if delivered by FDT to CSG, specify a future termination date less than nine (9) months from the date of the notice; and (iii)
in any case, otherwise extend the Term of this Services Agreement beyond the date for termination specified in any previous termination notice delivered by either Party pursuant to the terms of this Services Agreement. Notwithstanding anything
herein to the contrary, in no event shall the operation of this Section 11.1 extend the Term. 
  
 11.2 Termination for Failure to Meet Performance Criteria. FDT’s performance during any month shall be evaluated against the Performance
Criteria set forth in Schedule 2.13. If FDT fails to perform a specified Performance Criteria in accordance with Section 2.13 and Schedule 2.13 during any two (2) consecutive months, CSG may notify FDT in writing of its desire
to have FDT correct such failure (hereinafter referred to as “Failed Criteria”). During the next thirty (30) days after receipt of such notice or such shorter period if FDT shall request less than thirty (30) days (hereinafter referred to
as “First Cure Period”), FDT shall correct such Failed Criteria and immediately notify CSG of its correction. If FDT fails to correct such Failed Criteria within the First Cure Period, CSG shall have a right to terminate this Services
Agreement; provided, that this termination option is exercised within thirty (30) days after the end of the First Cure Period. Such termination shall become effective on a date specified by 

  

 21 








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

  
 
CSG, which date shall be not later than twelve (12) months after CSG’s delivery to FDT of a written notice of its intention to so terminate. If FDT
cures the Failed Criteria within the First Cure Period, but thereafter within the next sixty (60) days again fails to satisfy such Failed Criteria, CSG, at its election, may terminate this Services Agreement; provided, that this termination
option is exercised within thirty (30) days after CSG receives notice of FDT’s repeated failure to perform (as set forth above), and provided that such termination shall become effective on a date specified by CSG, which date shall be not later
than twelve (12) months after CSG’s delivery to FDT of a written notice of its intention to so terminate this Services Agreement. Notwithstanding anything herein to the contrary, in no event shall the operation of this Section 11.2
extend the Term. 
  
 11.3 Termination Due to Change of Control
or Assignment. CSG shall notify FDT within ten (10) business days after any public announcement relating to: (a) the sale in one transaction or a series of related transactions of a majority of the voting equity securities of CSG other than
pursuant to an underwritten public offering; or (b) any other matter specified in Section 12.3. If such transaction or matter referred to in subsections (a) or (b) in the preceding sentence is with or to competitor of FDT in the business of
outsourcing of data center services, then FDT may, within thirty (30) days of receipt of any such notice, notify CSG of its intent to terminate this Services Agreement, effective no earlier than twelve (12) months from the date of CSG’s notice
to FDT. FDT shall provide CSG or its designee with Termination Assistance as requested by CSG commencing upon CSG’s receipt of FDT’s notice pursuant to the limitations and procedures set forth in Section 11.5. 
  
 11.4 Termination Due to Certain Infringement Matters. If CSG is unable
to license, modify or license the Applications Software or any portion thereof in a commercially reasonable manner and/or at a commercially reasonable price due to an Infringement Claim asserted against FDT and/or any of its Affiliates and/or CSG
and/or its Affiliates (the unavailability of which would materially adversely affect the business or operations of CSG, CSG may terminate this Services Agreement effective no later than nine (9) months from the date CSG notifies FDT of its intent to
terminate this Services Agreement pursuant to this Section 11.4. In addition to any payments otherwise due FDT pursuant to this Agreement and CSG indemnification obligations, CSG shall pay to FDT no later than sixty (60) days prior to the
termination of this Services Agreement the greater of: (i) ****** **** percent (***%) of the net present value of the remaining payments that would be due FDT pursuant to this Services Agreement based on the then-current forecast set forth in
Schedule 1.25; or (ii) ******* ******* dollars ($***) (the “Infringement Payment”), provided that if CSG shall notify FDT of its intent to terminate this Agreement in accordance with this Section 11.4 during the final
twelve (12) months period during the Term, CSG shall pay to FDT an Infringement Payment equal to ***** percent (***%) of the net present value of the remaining payments that would be due FDT pursuant to this Services Agreement based on the
then-current forecast set forth in Schedule 1.25. Notwithstanding anything herein to the contrary: (a) in no event shall the operation of this Section 11.4 extend the Term; and (b) in no event shall the payment by CSG to FDT of any
Infringement Payment hereunder be deemed to be Losses and Expenses for purposes of Section 7.1. 
  
 11.5 Termination Assistance. Commencing upon the giving of notice of any termination of this Services Agreement by either Party pursuant to
Section 11, and ending upon the earlier of: (a) the effective date of any such termination identified in any such notice, or (b) the expiration of the Term, FDT will provide to CSG reasonable termination assistance requested by CSG to
facilitate the orderly transfer of the systems management operations from FDT to CSG or its designee (the “Termination Assistance”). All CSG Data or data of CSG Clients shall be 

  

 22 








 
supplied on electronic media in a format selected by FDT. In addition, FDT shall: (i) provide to CSG appropriate file structure information; (ii) identify
the parameters selected for the Systems Software; (iii) identify applicable procedures and processes relating to job streams; and (iv) use reasonable commercial efforts to obtain for CSG licenses to the Software of Third Party Providers that is used
by FDT exclusively to provide FDT Services hereunder, it being understood that FDT may be unable to obtain such licenses. To the extent that any Termination Assistance is provided hereunder, CSG shall pay FDT for such Termination Assistance on a
time and materials basis at FDT’s then current rates in effect under this Services Agreement, unless CSG shall terminate the Services Agreement under Section 11.1 or Section 11.2, which in each such case, CSG shall not be liable
for the payment of Termination Assistance, but CSG shall continue to pay all other fees and charges due under this Services Agreement. If this Services Agreement is terminated by FDT pursuant to Section 11.1, then CSG shall prepay FDT, on the
first day of each month in which Termination Assistance will be provided and as a condition to FDT’s obligation to provide Termination Assistance to CSG or its designee, an amount equal to FDT’s reasonable estimate of the total amount
payable to FDT for such Termination Assistance for such month. In addition, unless this Services Agreement shall expire or CSG shall terminate this Services Agreement under Section 11.1 or Section 11.2, CSG shall pay, or reimburse FDT
for, all lease, license or other contract termination, transfer, assignment, access, upgrade, maintenance or related fees and expenses associated with the provision of the Termination Assistance to CSG or its designee. Prior to providing any of such
Termination Assistance to a CSG designee, FDT shall be entitled to receive from such designee, in form and substance, reasonably satisfactory to FDT, written assurances that (A) such designee shall maintain at all times the confidentiality of any
FDT Confidential Information, Software or materials disclosed or provided to, or learned by, such designee in connection therewith, and (B) such designee shall use such Confidential Information, Software or materials exclusively for purposes for
which CSG is authorized to use such items pursuant to this Services Agreement. FDT shall have no obligation to provide any Software to CSG as part of the Termination Assistance other than the return of the Application Software as required by this
Services Agreement. 
  
 11.6 Expiration Assistance. FDT
shall provide CSG or its designee with Termination Assistance as requested by CSG commencing no earlier than twelve (12) months prior to the expiration of this Services Agreement pursuant to the limitations and procedures set forth in Section
11.5. 
  
 11.7 Access upon Expiration or Termination.
Upon the effective date of any expiration or termination of this Services Agreement, FDT shall have no further obligation to provide CSG with access to or use of the Platform, FDT telecommunications networks or any Systems Software. 
  
 11.8 Rights Upon Expiration or Termination. Upon expiration or
termination of this Services Agreement for any reason, CSG shall pay FDT for all amounts payable to FDT pursuant to the terms of this Services Agreement including all reimbursable expenses incurred by FDT through the effective date of such
expiration or termination. The provisions of Section 3, Section 4, Section 5, Section 6, Section 7, Section 8, Section 9, Section 10, and Sections 11.5, 11.8, 12.1,
12.5, 12.8, 12.12, 12.13, 12.14, 12.15 and 12.16 shall survive the expiration or termination of this Services Agreement for any reason. In addition, the expiration or termination of this Services
Agreement shall not affect the validity of the License Agreements, which shall continue in full force and effect in accordance with their terms. 
  

 23 








 Section 12 
 Miscellaneous 
  
 12.1 Notice. All notices, requests, demands and other communications required or permitted under this Services Agreement shall be deemed to have been duly given and made if in writing upon being served either by personal delivery or
by telecopier to the Party for whom it is intended or two (2) business days after being deposited, postage prepaid, certified or registered mail, return receipt requested (or such form of mail as may be substituted therefor by postal authorities),
in the United States mail, bearing the address shown in this Section 12.1 for, or such other address as may be designated in writing hereafter by such Party: 
  

		
	If to CSG:	 	 CSG Systems, Inc.
 2525 N. 117th Avenue
 Omaha, Nebraska
68164
 Attention: Associate General Counsel
 Telecopy:
402-431-7218

		
	With a copy to:	 	 CSG Systems, Inc.
 7887 E. Bellview
Avenue
 Englewood, Colorado 80111
 Attention:
President
 Telecopy: 303-796-2881

		
	 	 	and
		
	 	 	 CSG Systems, Inc.
 7887 E. Bellview
Avenue
 Englewood, Colorado 80111
 Attention: General
Counsel
 Telecopy: 303-796-4012

		
	If to FDT:	 	 First Data Technologies, Inc.
 6200 South
Quebec Street, Ste. 335
 Englewood, Colorado 80111
 Attn: Charles
T. Fote, President
 Telecopy: 303-488-8292

		
	With a copy to:	 	 First Data Corporation
 10825 Old Mill
Road
 Omaha, Nebraska 68154
 Attention: General
Counsel
 Telecopy: 402-222-5256


  
 12.2 Entire
Agreement. This Services Agreement and the Schedules hereto embody the entire agreement and understanding of the Parties hereto with respect to the subject matter hereof, and supersede all prior and contemporaneous agreements and understandings
relative to said subject matter. 
  
 12.3 Assignment: Transfer;
Binding Agreement. Either Party may assign this Services Agreement to any Affiliate of such Party upon notice to the other Party. Either Party may: (i) transfer this Services Agreement in connection with any merger or consolidation of such


  

 24 








 
Party with another corporation, provided that such Party furnishes the other Party with notice of such transfer within ten (10) business days of the public
announcement of the same; or (ii) in connection with the sale of substantially all of the Party’s assets (including the rights of a Party under this Services Agreement), provided that (a) the assignee thereof shall assume all of such
Party’s obligations hereunder, and (b) the Party furnishes the other Party with notice of the public announcement of such assignment and assumption within ten (10) business days of the same. Subject to the foregoing, all provisions contained in
this Services Agreement shall extend to and be binding upon the Parties hereto and their respective permitted successors and permitted assigns. 
  
 12.4 Force Majeure. No Party shall be liable for any default or delay in the performance of its obligations (other than payment obligations) under
this Services Agreement if and to the extent such default or delay is caused, directly or indirectly, by (i) fire, flood, elements of nature or other acts of God; (ii) any outbreak or escalation of hostilities, war, riots or civil disorders in any
country; (iii) any act, failure to act or omission of the other Party or any governmental authority; (iv) any labor disputes (whether or not the employees’ demands are reasonable or within the Party’s power to satisfy); or (v)
nonperformance by a third party (including third party vendors) or any other similar cause beyond the reasonable control of such Party, including failures or fluctuations in electrical or telecommunications equipment or lines or other equipment. In
any such event, the non-performing Party will be excused from any further performance or observance of the obligation so affected only for as long as such circumstances prevail and such Party continues to use commercially reasonable efforts to
recommence performance or observance as soon as practicable. 
  
 12.5 Risk of Loss. Except as otherwise provided in this Section 12.5, each party shall be responsible for risk of loss of, and damage to, any equipment, software or other materials in its possession or under its control,
subject to Section 12.4. Notwithstanding anything in this Services Agreement to the contrary, each Party to this Services Agreement (the “Damaged Party”) hereby waives any and all rights of recovery, claims, actions or causes of
action, against the other Party (the “Other Party”), its Affiliates, and any of its or their directors, officers, employees, agents and subcontractors for any loss or damage that may occur to the Damaged Party’s facilities, any
improvements thereto, or any building or project of which the Damaged Party’s facilities are a part, or any improvements thereon, or any personal property of any Entity therein, by reason of fire, the elements or any other cause that could be
insured against under the terms of standard fire and extended coverage insurance policies, regardless of cause or origin, including negligence of the Other Party, its Affiliates, or such Other Party’s or its Affiliates’ directors,
officers, employees, agents or subcontractors, and both the Parties covenant that no insurer of one Party will hold any right of subrogation against the other. For purposes of this Section 12.5, the FDT Data Center shall be deemed to be under
the control of FDT at all times. 
  
 12.6 No Third-Party
Beneficiaries. Except as set forth in Section 6 with respect to the indemnification of certain directors, officers, employees, agents and Affiliates of the Parties, nothing contained in this Services Agreement is intended to confer upon
any Entity (other than the Parties hereto) any rights, benefits or remedies of any kind or character whatsoever, and no Entity shall be deemed a third-party beneficiary under or by reason of this Services Agreement. 
  
 12.7 Severability. If any provision of this Services Agreement or the
application of any such provision to any Entity, or circumstance, shall be declared judicially or by the Arbitration Panel (as defined in Schedule 6.5) to be invalid, unenforceable or void, such decision shall not have the effect of
invalidating or voiding the remainder of this Services Agreement, it being the intent and agreement of the Parties that this Services Agreement shall be deemed 

  

 25 








 
amended by modifying such provision to the extent necessary to render it valid, legal and enforceable while preserving its intent or, if such modification is
not possible, by substituting therefor another provision that is valid, legal and enforceable so as to materially effectuate the Parties’ intent. 
  
 12.8 Certain Construction Rules. The description of any FDT Services contained in the Schedules is qualified in its entirety by reference to the
information set forth in the provisions of this Services Agreement. To the extent that the provisions of this Services Agreement and of the Schedules are in any respect inconsistent, the provisions of this Services Agreement shall govern and
control. In the event of any conflict between the terms of use relating to the Software that is the subject matter of the License Agreements and the terms of this Services Agreement, the terms of the License Agreements shall prevail. 
  
 12.9 Compliance With Laws. CSG and its employees and agents and FDT
and its employees and agents shall comply, except where noncompliance would not have a material adverse effect on the Parties hereto, with all applicable laws, ordinances, regulations and codes relating to this Services Agreement, other than those
relating solely to performance of the FDT Services, which shall be the responsibility of FDT. 
  
 12.10 Counterparts. This Services Agreement may be executed simultaneously in multiple counterparts, each of which shall be deemed an original, but all of which taken together shall constitute one and the same
instrument. 
  
 12.11 Headings. The article and section
headings and the table of contents contained in this Services Agreement are inserted for convenience only and shall not affect in any way the meaning or interpretation of the Services Agreement. The recitals set forth on the first page of this
Services Agreement are incorporated into the body of the Services Agreement. 
  
 12.12 No Interpretation Against Drafter. Both Parties have participated substantially in the negotiation and drafting of this Services Agreement and each Party hereby disclaims any defense or assertion in any
litigation or arbitration that any ambiguity herein should be construed against the draftsman. 
  
 12.13 Waiver. Except as expressly provided herein, this Services Agreement may not be changed, amended, terminated, augmented, rescinded or discharged (other than in accordance with its terms), in whole or in
part, except by a writing executed by the Parties hereto. No waiver of any of the provisions or conditions of this Services Agreement or any of the rights of a Party hereto shall be effective or binding unless such waiver shall be in writing and
signed by the Party claimed to have given or consented thereto. Except to the extent that a Party hereto may have otherwise agreed in writing, no waiver by that Party of any term, condition or other provision of this Services Agreement, or any
breath thereof by any other Party shall be deemed to be a waiver of any other term, condition or provision or any breach thereof, or any subsequent breach of the same term, condition or provision by the other Party, nor shall any forbearance by the
first Party or Parties to seek a remedy for any noncompliance or breach by the other Party be deemed to be a waiver by the first party of its, his, her or their rights and remedies with respect to such noncompliance or breach. 
  
 12.14 Consent. If either Party requires the consent or approval of the
other Party for the taking of, or omitting to take, any action under this Services Agreement, such consent or approval shall not be unreasonably withheld or delayed. 
  

 26 








 12.15 Governing Law. This Services Agreement shall in all respects be construed in accordance with
and governed by the laws of the State of New York, without regard to its conflict of law provisions. 
  
 12.16 Limitation of Representations and Warranties; Indemnification. Notwithstanding anything to the contrary contained herein: (i) no
representation or warranty is made in this Services Agreement as to any matter which is the subject of a representation or warranty in the Stock Purchase Agreement; (ii) no provision of this Services Agreement shall otherwise expand or limit either
Party’s indemnity obligations set forth in the Stock Purchase Agreement; and (iii) no provision of this Services Agreement shall otherwise expand or limit either Party’s rights or obligations set forth in the License Agreements.

  
 [THE REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK]

  

 27 








 IN WITNESS WHEREOF, each of the Parties hereto has caused this Services Agreement to be executed as of
the Effective Date. 
  

	CSG SYSTEMS, INC., formerly known as CABLE SERVICES GROUP, INC. (“CSG”)
	
	 Signed By:

	
	   /s/ Edward C. Nafus


	
	 Print Name:

	
	   Edward C. Nafus


	
	 Title:

	
	   President Broadband Services


	
	 FIRST DATA TECHNOLOGIES, INC. (“FDT”)

	
	 Signed By:

	
	   /s/ Guy Battista


	
	 Print Name:

	
	   Guy Battista


	
	 Title:

	
	   EVP




  

 28 








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

  
 SCHEDULE 1.9 
  
 CSG CLIENT DEVELOPMENT SOFTWARE 
  

	 Vendor Name

	  	 Product Name


	 ******** ********** ***** ****
	  	 ********

	 ******** ********** ***** ****
	  	 *********

	 ******** ********** ***** ****
	  	 **************


  

 Schedule 1.9 – Page 1 








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

  
 Schedule 1.17 
  
 Development Software 
  

	 Vendor Name

	  	 Product Name


	 **** ******* ********
	  	 ******

	 *** ******** ****
	  	 **** *******************

	 *** ******** ****
	  	 ************

	 ****** ******* ***********
	  	 ******** ** *** ****

	 ****** ***********
	  	 *************** ***

	 ****** ***********
	  	 ******** ** *** ***

	 ******* ****
	  	 *******

	 ************* ****
	  	 *** ********

	 ******
	  	 *** ***

	 ******** ********** ***** ***
	  	 ****

	 ******** ********** ***** ***
	  	 **** *******

	 ******** ********** ***** ***
	  	 ************

	 ******** ********** ***** ***
	  	 ****

	 ******** ********** ***** ***
	  	 ********

	 ******** ********** ***** ***
	  	 ************

	 ******** ********** ***** ***
	  	 ************* ****

	 ******** ********** ***** ***
	  	 ************* **** *******

	 ******** ********** ***** ***
	  	 ***********

	 ******** ********** ***** ***
	  	 **********************

	 ******** ********** ***** ***
	  	 ************

	 ******** ********** ***** ***
	  	 ***********

	 ******** ********** ***** ***
	  	 ************

	 ******** ********** ***** ***
	  	 ********

	 ******** ********** ***** ***
	  	 *******

	 ******** ********** ***** ***
	  	 ******

	 ******** ********** ***** ***
	  	 *********

	 ******** ********** ***** ***
	  	 ********** **

	 ******** ********** ***** ***
	  	 ************ **

	 ******** ********** ***** ***
	  	 ****** ***

	 ******** ********** ***** ***
	  	 *********

	 ******** ********** ***** ***
	  	 ********* ***********

	 ******** ********** ***** ***
	  	 *********

	 ******** ********** ***** ***
	  	 ********

	 ******** ********** ***** ***
	  	 **********

	 ******** ********** ***** ***
	  	 *****************

	 ******** ********** ***** ***
	  	 ************ ********** ******

	 ******** ********** ***** ***
	  	 *** *******

	 ******** ********** ***** ***
	  	 *** ********* **

	 ******** ********** ***** ***
	  	 *** **

	 ******** ********** ***** ***
	  	 *******

	 ********* ***********
	  	 ********* ***


  

 Schedule 1.17 – Page 1 








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

  

	 ********* ***********
	 	 **** ***** * *******

	 ********* ***********
	 	 ********* ****** ********

	 ********* ***********
	 	 ************

	 ********* ***********
	 	 ******* ********** ******

	 ********* ***********
	 	 ******

	 ********* ***********
	 	 ************

	 ****
	 	 ******* *****************

	 ***** * ********
	 	 ****** ****

	 ***** * ********
	 	 ****** **** ********

	 ***** * ********
	 	 **********

	 ***
	 	 ******

	 ***
	 	 ****

	 ***
	 	 **** ***

	 ***
	 	 **********

	 ***
	 	 *******

	 ***
	 	 *******

	 ***
	 	 ****

	 ***
	 	 ****

	 ***
	 	 *** ********

	 ***
	 	 ***** ***** ***********

	 ***
	 	 ****** * *** *****

	 ***
	 	 ***** **

	 ***
	 	 ***** *** ******

	 ***
	 	 ***** **

	 ***
	 	 ******** ***********

	 ***
	 	 ***

	 ***
	 	 ***

	 ***
	 	 ****

	 ***
	 	 ****

	 ***
	 	 ****

	 ***
	 	 ******** *** ***

	 ***
	 	 *******

	 ***
	 	 ******** *

	 ***
	 	 *********** ****

	 ***
	 	 ****

	 ***
	 	 **** *** ************

	 ***
	 	 *********

	 ***
	 	 ******

	 ***
	 	 ********* *****

	 ***
	 	 *********** **********

	 ********** **** **********
	 	 *** ******

	 ********** **** **********
	 	 *******

	 ****** ****
	 	 *********

	 ***** ******** ************ ********
	 	 ****** ******

	 ******* ***********
	 	 ***

	 ********* ****
	 	 ****** ********* ********

	 ******
	 	 ***** *****

	 ******
	 	 ***** ***** ***********


  

 Schedule 1.17 – Page 2 








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

  

	 ****** ** **** *****
	  	 *****

	 ********* ******** ****
	  	 ******* ******

	 *** ********** ****
	  	 **** ***

	 ****** ******** *************
	  	 ************

	 ******** ********* ****
	  	 **************

	 ******** ********* ****
	  	 ***************

	 ******** ********
	  	 *** ***

	 ******* ***
	  	 ******

	 ******* ***
	  	 ****

	 ******* ***
	  	 ****

	 ******* ***
	  	 ***

	 ******* ***
	  	 *******

	 ******* ***
	  	 ****

	 ********* ****
	  	 ********

	 *********
	  	 ***** ******

	 ***** ******* ******** ****
	  	 ***** **** ********

	 ******
	  	 *************

	 ***** ***** ***
	  	 *** ******** *******


  

 Schedule 1.17 – Page 3 








 SCHEDULE 1.21 
  
 EXISTING CSG PROPRIETARY SOFTWARE 
  

	 AFLINFRM
	 	 BUCHKREO
	 	 BUPRDISC
	 	 BUVEDSPL
	 	 CCIDXXFR

	 AFUPLOW0
	 	 BUCHKRFD
	 	 BUPREDIT
	 	 BUVEDTBL
	 	 CCIPINTR

	 ALSQSH
	 	 BUCHRGBK
	 	 BUPROMO
	 	 BUVENROL
	 	 CCMEMMST

	 ALTRN008
	 	 BUCNTRY
	 	 BUPROSMD
	 	 BUVENTER
	 	 CCMONHST

	 AMIMENU
	 	 BUCPM004
	 	 BUPROSMM
	 	 BUVIPTPP
	 	 CCNONMON

	 AMIMPA
	 	 BUCRDRPT
	 	 BUPROSMW
	 	 BUVLETTR
	 	 CCREFUND

	 AMIMTCH
	 	 BUCRTAMT
	 	 BUPRSMRT
	 	 BUVMONBH
	 	 CCREVDTL

	 AMLOOKC
	 	 BUCSRPUL
	 	 BUPTRANS
	 	 BUVMONDS
	 	 CCREVTOT

	 AMMTCHB
	 	 BUCSTMTR
	 	 BUPULMON
	 	 BUVMONIO
	 	 CCRPTLST

	 AMMTCHC
	 	 BUCSTMT3
	 	 BUQTYRPT
	 	 BUVMONPY
	 	 CCSUBILL

	 AMMTCHT
	 	 BUCSTMT8
	 	 BUREFRPT
	 	 BUVMONTL
	 	 CCSUBLDG

	 AMSTP
	 	 BUCYCRPT
	 	 BUREJPUL
	 	 BUVNAMES
	 	 CCSUBMRG

	 BCWILBER
	 	 BUDATER
	 	 BUROYRPT
	 	 BUVNOMON
	 	 CCSUBMST

	 BDVCINIT
	 	 BUDONBLD
	 	 BUROYSUB
	 	 BUVPRMDS
	 	 CCSWSSW

	 3BDVCTLFN
	 	 BUEDSPLT
	 	 BURPTCPY
	 	 BUVPSRCH
	 	 CCTRBLCL

	 BDVQPROC
	 	 BUEDTRPT
	 	 BURPTSND
	 	 BUVRCMSG
	 	 CCTRNCM

	 BDVQROUT
	 	 BUEFTMTH
	 	 BURPT1
	 	 BUVSBSCM
	 	 CCTRNESU

	 BDVQXFER
	 	 BUEFTTRN
	 	 BURPT11A
	 	 BUVSCHIT
	 	 CCTRNHSE

	 BINREFSW
	 	 BUEPMAST
	 	 BURPT11B
	 	 BUVSPTAB
	 	 CCTRNMEM

	 BSGETDAT
	 	 BUEXPPUL
	 	 BURPT13
	 	 BUVSPZDS
	 	 CCTRNRTN

	 BUACCRPD
	 	 BUFINRPT
	 	 BURPT2
	 	 BUVSTMT
	 	 CCTRNTAC

	 BUACCRPW
	 	 BUFUTDCN
	 	 BURPT8
	 	 BUVTPREO
	 	 CCTRNWO

	 BUACTDMP
	 	 BUGENVES
	 	 BUSCREPT
	 	 BUZIPEXT
	 	 CCTRN001

	 BUACTNO1
	 	 BUGLUPDT
	 	 BUSEQNUM
	 	 BUZIPSYN
	 	 CCTRN003

	 BUACTSTA
	 	 BUGNLDBD
	 	 BUSTMT4A
	 	 B1KIBPSO
	 	 CCTRN005

	 BUACTUPD
	 	 BUHDRED2
	 	 BUSVCMST
	 	 CABLTEST
	 	 CCTRN006

	 BUADITAP
	 	 BUHLDFLG
	 	 BUSVCPUL
	 	 CAB99SO
	 	 CCTRN007

	 BUADJFMT
	 	 BUHLDRPT
	 	 BUTBLPRO
	 	 CAM7465
	 	 CCTRN008

	 BUADJRES
	 	 BUHSTUPD
	 	 BUTELEDT
	 	 CCACTUPD
	 	 CCTRN009

	 BUADKEY
	 	 BUINSTAT
	 	 BUTPFMTR
	 	 CCATXRFO
	 	 CCTRN010

	 BUADMDIS
	 	 BUINTFCE
	 	 BUTRINPL
	 	 CCAUGXFR
	 	 CCTRN011

	 BUALMRGE
	 	 BUINTLAD
	 	 BUTSTDTR
	 	 CCBANNRB
	 	 CCTRN012

	 BUALMTCH
	 	 BUIPTPOP
	 	 BUTTXINP
	 	 CCBBMST
	 	 CCTRN013

	 BUAMREPT
	 	 BULEDGIO
	 	 BUUDFBLD
	 	 CCCHGOFF
	 	 CCTRN014

	 BUASACTV
	 	 BUMATCH
	 	 BUUDFEDT
	 	 CCCHNMST
	 	 CCTRN015

	 BUATHFMT
	 	 BUMEMUPD
	 	 BUUPDATE
	 	 CCCIRLOG
	 	 CCTRN016

	 BUATHUSA
	 	 BUMMBRED
	 	 BUUSATRN
	 	 CCCIRMST
	 	 CCTRN017

	 BUATRANS
	 	 BUMMBRUP
	 	 BUUSGRPT
	 	 CCCOLBAT
	 	 CCTRN018

	 BUBACUP
	 	 BUMRGSVC
	 	 BUUSXREF
	 	 CCDCON22
	 	 CCTRN019

	 BUBILDAT
	 	 BUNOMO
	 	 BUVAJEDT
	 	 CCFLAGER
	 	 CCTRN020

	 BUBILRPT
	 	 BUOFFTRN
	 	 BUVAJENT
	 	 CCHSEACT
	 	 CCTRN021

	 BUBSPUL1
	 	 BUOLSRPT
	 	 BUVALPHA
	 	 CCHSECNT
	 	 CCTRN022

	 BUCANRPT
	 	 BUOQLKTP
	 	 BUVCHDCP
	 	 CCHSEKEY
	 	 CCTRN023

	 BUCCDRFD
	 	 BUOQSBTP
	 	 BUVCSRCH
	 	 CCHSEMRG
	 	 CCTRN024

	 BUCCRPTS
	 	 BUORDFMT
	 	 BUVCTLF0
	 	 CCHSESEQ
	 	 CCTRN025

	 BUCHDM9
	 	 BUORDTRK
	 	 BUVEDREO
	 	 CCIDXMRG
	 	 CCTRN026


  

 Schedule 1.21 – Page 1 









	 CCTRN027
	 	 CCWOLOGX
	 	 CC849419
	 	 CMPWAX1
	 	 CPCGEOHS

	 CCTRN028
	 	 CCWOMERG
	 	 CC849428
	 	 CMPWCM1
	 	 CPCNVCMB

	 CCTRN029
	 	 CCWOMLOG
	 	 CC849460
	 	 CMPWCM2
	 	 CPCNVDRV

	 CCTRN030
	 	 CCWOMRG
	 	 CC851517
	 	 CMPWCM3
	 	 CPCNVRPT

	 CCTRN031
	 	 CCWOMST
	 	 CC866010
	 	 CMPWCM4
	 	 CPCNVSEL

	 CCTRN033
	 	 CCWOPULL
	 	 CC8720A
	 	 CMPWCM5
	 	 CPCNVSPT

	 CCTRN034
	 	 CCZIPACM
	 	 CC8721A
	 	 CMPWCM6
	 	 CPCSQMTC

	 CCTRN035
	 	 CC8107TJ
	 	 CC8722A
	 	 CMPWCM7
	 	 CPGEO100

	 CCTRN036
	 	 CC811860
	 	 CC8725A
	 	 CMPWCS1
	 	 CPHSEDRV

	 CCTRN038
	 	 CC82051B
	 	 CC879054
	 	 CMPWCS6
	 	 CPHSERPT

	 CCTRN039
	 	 CC820510
	 	 CC879056
	 	 CMPWCS7
	 	 CPMONRPT

	 CCTRN040
	 	 CC821011
	 	 CC879062
	 	 CMPWDO1
	 	 CPNMNPAS

	 CCTRN044
	 	 CC821015
	 	 CC879163
	 	 CMPWDO2
	 	 CPRPTSV

	 CCTRN045
	 	 CC821110
	 	 CC890710
	 	 CMPWDO3
	 	 CPSUBDRV

	 CCTRN046
	 	 CC821149
	 	 CC8970
	 	 CMPWDO4
	 	 CPSVEDIT

	 CCTRN047
	 	 CC822318
	 	 CC8970B
	 	 CMPWDO7
	 	 CPTRNMRG

	 CCTRN048
	 	 CC825502
	 	 CC8970C
	 	 CMPWDS1
	 	 CPUPREAD

	 CCTRN049
	 	 CC825560
	 	 CC8970D
	 	 CMPWDS2
	 	 CPVERGEO

	 CCTRN050
	 	 CC825590
	 	 CENTCAPS
	 	 CMPWIUB
	 	 CPWDMSBR

	 CCTRN051
	 	 CC831010
	 	 CITYSTAT
	 	 CMPWIUC
	 	 CPWODRV

	 CCTRN052
	 	 CC834531
	 	 CMMDACCT
	 	 CMPWIUD
	 	 CPWORPT

	 CCTRN053
	 	 CC837012
	 	 CMMDEDIT
	 	 CMPWIUE
	 	 CPWOSSRT

	 CCTRN054
	 	 CC837510
	 	 CMMDFT0
	 	 CMPWIUF
	 	 CPZIPBIL

	 CCTRN055
	 	 CC837513
	 	 CMONSUBY
	 	 CMPWIU1
	 	 CPZIPCAL

	 CCTRN056
	 	 CC837542
	 	 CMPCKR
	 	 CMPWIU2
	 	 CPZIPCNT

	 CCTRN057
	 	 CC837557
	 	 CMPCKRL
	 	 CMPWIU3
	 	 CPZIPFRM

	 CCTRN058
	 	 CC837564
	 	 CMPCLTM
	 	 CMPWIU4
	 	 CPZIPHSE

	 CCTRN059
	 	 CC838104
	 	 CMPDQV
	 	 CMPWIU5
	 	 CPZIPMCH

	 CCTRN060
	 	 CC838148
	 	 CMPFBA
	 	 CMPWIU6
	 	 CPZIPRPT

	 CCTRN061
	 	 CC838182
	 	 CMPFBS
	 	 CMPWOC1
	 	 CPZIPSUB

	 CCTRN062
	 	 CC838191
	 	 CMPFDS
	 	 CMPWOC6
	 	 CQUEHDLR

	 CCTRN063
	 	 CC838365
	 	 CMPFMI
	 	 CMPWRQ1
	 	 CSBINS01

	 CCTRN064
	 	 CC8402ZZ
	 	 CMPLGR
	 	 CMPWRQ2
	 	 CSGACLOP

	 CCTRN065
	 	 CC84021A
	 	 CMPLIN1
	 	 CMPWRQ3
	 	 CSGENDIT

	 CCTRN13A
	 	 CC840217
	 	 CMPSBY1
	 	 CMPWRQ4
	 	 CSGSCUPD

	 CCTRN14A
	 	 CC840218
	 	 CMPSFS
	 	 CMPWRS1
	 	 CS010

	 CCTRN16A
	 	 CC84062B
	 	 CMPSVCA
	 	 CMPWRS6
	 	 CTACCTRP

	 CCTRN20A
	 	 CC840624
	 	 CMPSVC1
	 	 CMPWTC1
	 	 CTACMHSE

	 CCTRN21A
	 	 CC840641
	 	 CMPSVC2
	 	 CMPWTC2
	 	 CTACSRAL

	 CCTRN21B
	 	 CC84401B
	 	 CMPSVC3
	 	 CMPWTC3
	 	 CTACSRCP

	 CCTRN27A
	 	 CC84401C
	 	 CMPSVC4
	 	 CMRCS0A0
	 	 CTACSRCT

	 CCTRN36A
	 	 CC84411B
	 	 CMPSVC5
	 	 CMTYCONT
	 	 CTACSREV

	 CCTRN40A
	 	 CC844110
	 	 CMPSVC6
	 	 CMZRALPH
	 	 CTACSREX

	 CCTRN44A
	 	 CC844711
	 	 CMPSVC7
	 	 CM99SO
	 	 CTACSRIO

	 CCTRN59A
	 	 CC845055
	 	 CMPSVC8
	 	 COBVLSR
	 	 CTACSRMG

	 CCTRN99S
	 	 CC849323
	 	 CMPSVC9
	 	 CPBCKBIL
	 	 CTACSRPT


  

 Schedule 1.21 – Page 2 









	 CTACSRSC
	 	 CTCAPCNV
	 	 CTCDGRPT
	 	 CTCFORCE
	 	 CTCLARSP

	 CTACSRSE
	 	 CTCAREXP
	 	 CTCDGUPD
	 	 CTCFRMNR
	 	 CTCLASCI

	 CTACTDMP
	 	 CTCARXPR
	 	 CTCDLCTL
	 	 CTCGEOEX
	 	 CTCLAULD

	 CTACTRPT
	 	 CTCATHBD
	 	 CTCDLUPD
	 	 CTCGNJCL
	 	 CTCLDGIO

	 CTACTUPD
	 	 CTCATHEX
	 	 CTCDMLBX
	 	 CTCHCONV
	 	 CTCLGEXT

	 CTADDBRK
	 	 CTCATHLD
	 	 CTCDMRPT
	 	 CTCHDM2
	 	 CTCLGLOD

	 CTADDMSP
	 	 CTCBCAAD
	 	 CTCDMUPD
	 	 CTCHDM4
	 	 CTCLOBRP

	 CTADDSRT
	 	 CTCBINTR
	 	 CTCDQRPT
	 	 CTCHDM9
	 	 CTCLOYTY

	 CTADJBCK
	 	 CTCBLCCU
	 	 CTCDSNAL
	 	 CTCHGRPT
	 	 CTCMCCRE

	 CTADJEXT
	 	 CTCBLCRP
	 	 CTCDTBEX
	 	 CTCHKREG
	 	 CTCMCCRP

	 CTADJRES
	 	 CTCBLCUP
	 	 CTCDWNFM
	 	 CTCHKREO
	 	 CTCMELFT

	 CTADJSTR
	 	 CTCBLDCU
	 	 CTCEBCRP
	 	 CTCHOUSE
	 	 CTCMIDDT

	 CTAFPREP
	 	 CTCBLDPR
	 	 CTCEESIN
	 	 CTCHOUST
	 	 CTCMPOAK

	 CTALMRGE
	 	 CTCBLDRP
	 	 CTCEESMG
	 	 CTCHRNRC
	 	 CTCMSPUL

	 CTAMRPTS
	 	 CTCBLDUP
	 	 CTCEESND
	 	 CTCHRNRT
	 	 CTCMSSRT

	 CTANIPUL
	 	 CTCBLDXR
	 	 CTCEESOT
	 	 CTCHSEDA
	 	 CTCMTDRP

	 CTAPKMNT
	 	 CTCCAFPM
	 	 CTCEESPT
	 	 CTCHSEDB
	 	 CTCMXSEQ

	 CTAPSPLT
	 	 CTCCARPT
	 	 CTCEESRT
	 	 CTCIBUPD
	 	 CTCNLCUP

	 CTASRCH1
	 	 CTCCCRPT
	 	 CTCENSTM
	 	 CTCICVCM
	 	 CTCNLUPD

	 CTASRCH2
	 	 CTCCDBIL
	 	 CTCEPDST
	 	 CTCICVRP
	 	 CTCNMGEN

	 CTAS2BLD
	 	 CTCCDCLN
	 	 CTCESBLD
	 	 CTCICVSP
	 	 CTCNQMAS

	 CTAS2RPT
	 	 CTCCDROM
	 	 CTCESCTL
	 	 CTCINCRP
	 	 CTCNQTAP

	 CTATCRPT
	 	 CTCCDRPT
	 	 CTCESEDT
	 	 CTCINSRT
	 	 CTCNRESP

	 CTATCSRT
	 	 CTCCFMTR
	 	 CTCESERP
	 	 CTCIRKB
	 	 CTCNTFRP

	 CTATC306
	 	 CTCCMCUP
	 	 CTCESNTC
	 	 CTCIRKLD
	 	 CTCNTFY

	 CTBACKER
	 	 CTCCMERG
	 	 CTCESNXG
	 	 CTCIRKT
	 	 CTCNTT2K

	 CTBANNRB
	 	 CTCCMISP
	 	 CTCESPRE
	 	 CTCIRKUP
	 	 CTCNTVTS

	 CTBANNRS
	 	 CTCCMRPT
	 	 CTCESPRT
	 	 CTCIRK1
	 	 CTCNVCID

	 CTBBLOAD
	 	 CTCCMTCH
	 	 CTCESRRP
	 	 CTCIRK10
	 	 CTCNVEFT

	 CTBCKRSP
	 	 CTCCMUPD
	 	 CTCESSGA
	 	 CTCIRK11
	 	 CTCNVEXT

	 CTBEIQIO
	 	 CTCCNXFL
	 	 CTCESTAC
	 	 CTCIRK12
	 	 CTCNVTCC

	 CTBHSEIO
	 	 CTCCOLIN
	 	 CTCESTAD
	 	 CTCIRK3
	 	 CTCNVTR2

	 CTBILLIO
	 	 CTCCOLSP
	 	 CTCESUPD
	 	 CTCIRK4
	 	 CTCOCCUP

	 CTBILLUP
	 	 CTCCOLTO
	 	 CTCETRPT
	 	 CTCIRK5
	 	 CTCOCRPT

	 CTBLGORD
	 	 CTCCPGRP
	 	 CTCETXRF
	 	 CTCIRK6
	 	 CTCOCUPD

	 CTBLKSRT
	 	 CTCCPMT
	 	 CTCEVSRP
	 	 CTCIRK7
	 	 CTCOLPUT

	 CTBNKCMP
	 	 CTCCPSND
	 	 CTCEVSUP
	 	 CTCIRK8
	 	 CTCOLRFS

	 CTBNKPUL
	 	 CTCCRPTS
	 	 CTCEVTAD
	 	 CTCIRK9
	 	 CTCOLRPT

	 CTBRDRPT
	 	 CTCCTFN
	 	 CTCEVTCK
	 	 CTCIRREJ
	 	 CTCOLUPD

	 CTBRDUPD
	 	 CTCCTFNA
	 	 CTCEVTLD
	 	 CTCITMEM
	 	 CTCOMSLT

	 CTBSPUL1
	 	 CTCCVRPT
	 	 CTCEXRPT
	 	 CTCIXLOD
	 	 CTCONREJ

	 CTBTPRPT
	 	 CTCCYCAL
	 	 CTCEXTBB
	 	 CTCKFTCH
	 	 CTCONVPL

	 CTBULKBL
	 	 CTCCYCCD
	 	 CTCEXTMC
	 	 CTCKRDEC
	 	 CTCOPCUP

	 CTCADJXF
	 	 CTCCYCPR
	 	 CTCEXTRS
	 	 CTCKRSEL
	 	 CTCOPRPT

	 CTCALFLD
	 	 CTCCYCWS
	 	 CTCEXWAM
	 	 CTCLABEL
	 	 CTCOPUPD

	 CTCALLZP
	 	 CTCDEDIT
	 	 CTCFINIO
	 	 CTCLAGNT
	 	 CTCOQARI


  

 Schedule 1.21 – Page 3 









	 CTCOQBIL
	 	 CTCRPTSP
	 	 CTCSUBHW
	 	 CTCUMADJ
	 	 CTDLCUP

	 CTCOQMAS
	 	 CTCRSRPT
	 	 CTCSUBIF
	 	 CTCUSBLD
	 	 CTDLEVNT

	 CTCOQTAP
	 	 CTCRTPRM
	 	 CTCSUBRS
	 	 CTCUSCUP
	 	 CTDLYACM

	 CTCORDFB
	 	 CTCRYTOT
	 	 CTCSVCBL
	 	 CTCUSGIN
	 	 CTDLYACT

	 CTCORDRS
	 	 CTCSCHEX
	 	 CTCSVCDS
	 	 CTCUSLOD
	 	 CTDLYRPT

	 CTCOTCUP
	 	 CTCSDCUP
	 	 CTCSVCFB
	 	 CTCUSNUP
	 	 CTDLYSEC

	 CTCOTGRP
	 	 CTCSDFMT
	 	 CTCSVCIO
	 	 CTCUSUPD
	 	 CTDLYSUM

	 CTCPACAD
	 	 CTCSDUPD
	 	 CTCSXUPD
	 	 CTCVBHSE
	 	 CTDMLCUP

	 CTCPCMUP
	 	 CTCSELTR
	 	 CTCTAXES
	 	 CTCVBMRG
	 	 CTDOCMNT

	 CTCPFNXT
	 	 CTCSFSPT
	 	 CTCTAXEX
	 	 CTCVPPD1
	 	 CTDPLSLS

	 CTCPIFUP
	 	 CTCSIRSP
	 	 CTCTCIDC
	 	 CTCVSCIO
	 	 CTDSABLD

	 CTCPK096
	 	 CTCSIRX1
	 	 CTCTCISC
	 	 CTCVSCUP
	 	 CTDSAEXT

	 CTCPLEVT
	 	 CTCSIRX2
	 	 CTCTDMCP
	 	 CTCVSLOD
	 	 CTDSCACT

	 CTCPMREX
	 	 CTCSIRX3
	 	 CTCTDPUL
	 	 CTCVSRPT
	 	 CTDSPBLD

	 CTCPM004
	 	 CTCSIRX4
	 	 CTCTDQRP
	 	 CTCVSUPD
	 	 CTDSPCUP

	 CTCPM006
	 	 CTCSIRX5
	 	 CTCTDSRT
	 	 CTCVTCON
	 	 CTDSPEXT

	 CTCPM008
	 	 CTCSPCC
	 	 CTCTEDRP
	 	 CTCVTEXT
	 	 CTDSPULL

	 CTCPM070
	 	 CTCSPDTE
	 	 CTCTELEX
	 	 CTCVTRCP
	 	 CTDTETME

	 CTCPPVAC
	 	 CTCSPEDT
	 	 CTCTELLG
	 	 CTCVTXSP
	 	 CTDWACCM

	 CTCPPVBL
	 	 CTCSPIRP
	 	 CTCTELSB
	 	 CTCVXREF
	 	 CTDWETEL

	 CTCPPVEX
	 	 CTCSPLIT
	 	 CTCTEMRP
	 	 CTCWIUPD
	 	 CTDWRPTS

	 CTCPPVFM
	 	 CTCSPMEL
	 	 CTCTFRMG
	 	 CTCWOMKT
	 	 CTDWUPDT

	 CTCPPVTP
	 	 CTCSPMRG
	 	 CTCTFRPT
	 	 CTCWOMRG
	 	 CTDYNALC

	 CTCPRATE
	 	 CTCSPRNT
	 	 CTCTFRUP
	 	 CTCWOPFM
	 	 CTEDTCON

	 CTCPROPR
	 	 CTCSPUHS
	 	 CTCTFRXR
	 	 CTCWOWSL
	 	 CTEECCUP

	 CTCPROTO
	 	 CTCSRLBX
	 	 CTCTIDID
	 	 CTCXRKUP
	 	 CTEECUPD

	 CTCPROWS
	 	 CTCSRPTA
	 	 CTCTKEXP
	 	 CTCYCAPR
	 	 CTEFTFMT

	 CTCPSTSP
	 	 CTCSRPTC
	 	 CTCTLCRD
	 	 CTCYCAWS
	 	 CTEFTRET

	 CTCPURCV
	 	 CTCSRPUL
	 	 CTCTLSPL
	 	 CTCYCCHG
	 	 CTEFTRPT

	 CTCPYADJ
	 	 CTCSRRPT
	 	 CTCTOLSP
	 	 CTCYCCNT
	 	 CTEFTSPT

	 CTCPYCRD
	 	 CTCSSCTL
	 	 CTCTPDSC
	 	 CTCYCID
	 	 CTEFTUPD

	 CTCPYFNL
	 	 CTCSSNAP
	 	 CTCTPFMT
	 	 CTCYCMRG
	 	 CTEPIEDT

	 CTCPYMST
	 	 CTCSSNFT
	 	 CTCTTMRP
	 	 CTCZIPCD
	 	 CTEPIRPT

	 CTCPYSTX
	 	 CTCSTBRP
	 	 CTCTTRRP
	 	 CTCZIPFX
	 	 CTEPIUPD

	 CTCQUENP
	 	 CTCSTMP4
	 	 CTCTTTRP
	 	 CTCZIPRP
	 	 CTESPOVR

	 CTCRCARD
	 	 CTCSTMTC
	 	 CTCTUGIN
	 	 CTCZIPRT
	 	 CTESPRPT

	 CTCRDNLD
	 	 CTCSTMTR
	 	 CTCTWCEX
	 	 CTCZIPUP
	 	 CTEVERRP

	 CTCRDRPT
	 	 CTCSTMT2
	 	 CTCTWHEX
	 	 CTCZPRPT
	 	 CTEVSRPT

	 CTCRDSEL
	 	 CTCSTMT3
	 	 CTCTWMEX
	 	 CTCZSCRP
	 	 CTEVSTAT

	 CTCRFDRV
	 	 CTCSTMT4
	 	 CTCTWOEX
	 	 CTC097SP
	 	 CTEVTCUP

	 CTCRMSCB
	 	 CTCSTMT5
	 	 CTCTWPEX
	 	 CTDALPHA
	 	 CTEVTEXT

	 CTCRMSDF
	 	 CTCSTMT6
	 	 CTCTXIFL
	 	 CTDATER
	 	 CTEVTIFQ

	 CTCRMSRP
	 	 CTCSTMT8
	 	 CTCTXIRP
	 	 CTDCCRPT
	 	 CTEVTORD

	 CTCRMSSX
	 	 CTCSTMT9
	 	 CTCTXRPT
	 	 CTDELCHK
	 	 CTEVTSHO

	 CTCRMSXT
	 	 CTCSTRPT
	 	 CTCT44RP
	 	 CTDELRPT
	 	 CTEVTUPD

	 CTCRPRNT
	 	 CTCSUBEX
	 	 CTCT45RP
	 	 CTDEPRPT
	 	 CTEVTZUL


  

 Schedule 1.21 – Page 4 









	 CTEXADST
	 	 CTGWPPV
	 	 CTLOGXFR
	 	 CTMRGEVT
	 	 CTOSTM4B

	 CTEXSTM5
	 	 CTHACCUP
	 	 CTLTREDT
	 	 CTMRGHST
	 	 CTOSVCBL

	 CTEXTOVR
	 	 CTHOTADR
	 	 CTLTRMEM
	 	 CTMRGLAU
	 	 CTOSVCDS

	 CTEXTRPT
	 	 CTHSECPY
	 	 CTLTRMRG
	 	 CTMRGRCV
	 	 CTOTAXES

	 CTFBCCNM
	 	 CTHSECUP
	 	 CTLTRPUL
	 	 CTMRGSEL
	 	 CTOWOPRT

	 CTFBCCRT
	 	 CTHSEPUL
	 	 CTLTRSPL
	 	 CTMRGSTM
	 	 CTOWPRT2

	 CTFBCCTN
	 	 CTHSESNK
	 	 CTLTRUPD
	 	 CTMSPJCL
	 	 CTPADJLD

	 CTFBCCUP
	 	 CTHSESPL
	 	 CTLUSER
	 	 CTMSPMRG
	 	 CTPARMRG

	 CTFCHAP1
	 	 CTHSEUPD
	 	 CTMAGBID
	 	 CTMS00
	 	 CTPARTOT

	 CTFCHKEY
	 	 CTHSRPTS
	 	 CTMAGDVR
	 	 CTMWR010
	 	 CTPASSWD

	 CTFCHLST
	 	 CTHSTBLD
	 	 CTMAGEXT
	 	 CTMW308
	 	 CTPAYXFR

	 CTFCHMCR
	 	 CTHSWOLG
	 	 CTMAGTAP
	 	 CTNA00
	 	 CTPCBLST

	 CTFDFBLD
	 	 CTHSWORJ
	 	 CTMAILOW
	 	 CTNBTRT
	 	 CTPCBSRT

	 CTFFLRPT
	 	 CTHWACCT
	 	 CTMALPHA
	 	 CTNKRPTS
	 	 CTPCCNTL

	 CTFICHAP
	 	 CTHWAUDT
	 	 CTMASADJ
	 	 CTNMSPLT
	 	 CTPCSPLT

	 CTFICHBL
	 	 CTHWOANL
	 	 CTMASBIL
	 	 CTNOMO
	 	 CTPC0010

	 CTFICHLB
	 	 CTHWOPUL
	 	 CTMATREV
	 	 CTOCMERR
	 	 CTPC0020

	 CTFILCOD
	 	 CTHWORPT
	 	 CTMATSUB
	 	 CTOCMPFB
	 	 CTPC0030

	 CTFILLOD
	 	 CTHWOSKY
	 	 CTMCADST
	 	 CTOCYCCD
	 	 CTPC0040

	 CTFILPUL
	 	 CTINSTAL
	 	 CTMCHGOF
	 	 CTODQVSP
	 	 CTPC0050

	 CTFINDTL
	 	 CTINVRPT
	 	 CTMCRZAP
	 	 CTOFBASP
	 	 CTPC0060

	 CTFINFTP
	 	 CTINV040
	 	 CTMC2RPT
	 	 CTOFBSSP
	 	 CTPC0070

	 CTFINRPT
	 	 CTINV050
	 	 CTMEMDLY
	 	 CTOFDSSP
	 	 CTPC0080

	 CTFINSIN
	 	 CTINV060
	 	 CTMEMMNY
	 	 CTOFMISP
	 	 CTPC0090

	 CTFINSUM
	 	 CTIRTMGT
	 	 CTMEMTWE
	 	 CTOLGINQ
	 	 CTPC0100

	 CTFINTAP
	 	 CTIRTPUL
	 	 CTMEMWKY
	 	 CTOLGRIO
	 	 CTPC0300

	 CTFIXADR
	 	 CTIRTRPT
	 	 CTMIDCON
	 	 CTONDMD1
	 	 CTPDINTR

	 CTFORMCH
	 	 CTIRUPDT
	 	 CTMIRRPT
	 	 CTONDMD2
	 	 CTPHNUM

	 CTFORMS
	 	 CTJERDIN
	 	 CTMNSPLT
	 	 CTONWOPL
	 	 CTPHOPTN

	 CTFRMMRG
	 	 CTJRDIIN
	 	 CTMONBLD
	 	 CTOPMTSP
	 	 CTPHOPUL

	 CTFRMSPT
	 	 CTKDELET
	 	 CTMONCHG
	 	 CTOPPRT
	 	 CTPHORPT

	 CTFTPJOB
	 	 CTKEXIT
	 	 CTMONEXT
	 	 CTOPRATE
	 	 CTPHPVPP

	 CTF0044B
	 	 CTKIBPSQ
	 	 CTMONLOD
	 	 CTOPSTAT
	 	 CTPHWRPT

	 CTF0048B
	 	 CTKIOTSQ
	 	 CTMONLTR
	 	 CTORCFMT
	 	 CTPHW050

	 CTF0062B
	 	 CTKPPURC
	 	 CTMONMRG
	 	 CTORCPRT
	 	 CTPHXREF

	 CTF0110B
	 	 CTKRESET
	 	 CTMONMTA
	 	 CTORDCUP
	 	 CTPINTR

	 CTF0162B
	 	 CTKSECUR
	 	 CTMONPUL
	 	 CTORDEXT
	 	 CTPIONIN

	 CTF0240B
	 	 CTKSOALF
	 	 CTMONRPT
	 	 CTORDHDR
	 	 CTPKGBDB

	 CTF6028B
	 	 CTLABFMT
	 	 CTMONXFR
	 	 CTORDTCI
	 	 CTPKZIPA

	 CTGENSTM
	 	 CTLABRMT
	 	 CTMRGACT
	 	 CTORDUPD
	 	 CTPMEDIA

	 CTGENST3
	 	 CTLBLOG
	 	 CTMRGASR
	 	 CTORWKND
	 	 CTPMTMGR

	 CTGETCYC
	 	 CTLBSPLT
	 	 CTMRGAS2
	 	 CTOSAPEX
	 	 CTPMTMRG

	 CTGLDSIN
	 	 CTLGSPLT
	 	 CTMRGCHK
	 	 CTOSAPPU
	 	 CTPMTRPT

	 CTGLUPDT
	 	 CTLINTR
	 	 CTMRGCTL
	 	 CTOSAPTS
	 	 CTPMTSPR

	 CTGNLDBD
	 	 CTLOADPC
	 	 CTMRGDQV
	 	 CTOSECTL
	 	 CTPMTSPT

	 CTGWCONV
	 	 CTLOADVS
	 	 CTMRGESU
	 	 CTOSTM4A
	 	 CTPMTSWS


  

 Schedule 1.21 – Page 5 









	 CTPNDADJ
	 	 CTRDFBLD
	 	 CTSADTIN
	 	 CTSPLESU
	 	 CTTAXSWS

	 CTPNDPST
	 	 CTRDFRPT
	 	 CTSAMMRG
	 	 CTSPLREP
	 	 CTTAX120

	 CTPNDUPD
	 	 CTREFCHK
	 	 CTSAOPIN
	 	 CTSPLSCN
	 	 CTTBLMIR

	 CTPRECAP
	 	 CTREFRMT
	 	 CTSATLIN
	 	 CTSPLTDT
	 	 CTTCAUDL

	 CTPRECSF
	 	 CTREFRPT
	 	 CTSATRPT
	 	 CTSPLTRC
	 	 CTTCIEXT

	 CTPRECVB
	 	 CTREFUND
	 	 CTSBCTVD
	 	 CTSRECAP
	 	 CTTCIREF

	 CTPREMRG
	 	 CTREVPUL
	 	 CTSBCVTD
	 	 CTSRPROG
	 	 CTTCIRPT

	 CTPRETEL
	 	 CTROLCHK
	 	 CTSBCVTM
	 	 CTSRVRDN
	 	 CTTCISUM

	 CTPRNTFL
	 	 CTROLDAT
	 	 CTSBCVTR
	 	 CTSRVRFM
	 	 CTTCRESL

	 CTPROMED
	 	 CTROYACT
	 	 CTSBCVTW
	 	 CTSTATR1
	 	 CTTC055

	 CTPROME1
	 	 CTROYADD
	 	 CTSBCVUM
	 	 CTSTATR4
	 	 CTTC060

	 CTPROME2
	 	 CTROYBLK
	 	 CTSBSCUP
	 	 CTSTCPRI
	 	 CTTC065

	 CTPRSTMA
	 	 CTROYCUM
	 	 CTSBSLOD
	 	 CTSTMAPL
	 	 CTTC070

	 CTPRSTMB
	 	 CTROYDSK
	 	 CTSCHPRT
	 	 CTSTMARP
	 	 CTTELPFX

	 CTPSAUD1
	 	 CTROYERP
	 	 CTSCHRPT
	 	 CTSTMAUD
	 	 CTTELSPT

	 CTPSAUD2
	 	 CTROYEXT
	 	 CTSCHUPD
	 	 CTSTMCMR
	 	 CTTELSRT

	 CTPSAUD3
	 	 CTROYFIN
	 	 CTSCKLOD
	 	 CTSTMINT
	 	 CTTELUSG

	 CTPS00
	 	 CTROYMON
	 	 CTSDLYAC
	 	 CTSTMP4A
	 	 CTTESPLT

	 CTPTNCUP
	 	 CTROYPUL
	 	 CTSELBIL
	 	 CTSTMP4B
	 	 CTTFRMCH

	 CTPTNUPD
	 	 CTROYRPT
	 	 CTSELBLD
	 	 CTSTMSPL
	 	 CTTHEFT1

	 CTPTPRNT
	 	 CTROYSRT
	 	 CTSELCIN
	 	 CTSTMT3S
	 	 CTTOTRPT

	 CTPTPROC
	 	 CTROYSUB
	 	 CTSELCRZ
	 	 CTSTMT4C
	 	 CTTWCNVP

	 CTPTRANS
	 	 CTRPFCHK
	 	 CTSELCR1
	 	 CTSTMUPD
	 	 CTTWCRPT

	 CTPULCON
	 	 CTRPSTMT
	 	 CTSELCR2
	 	 CTST00
	 	 CTTWHSEP

	 CTPULHSE
	 	 CTRPSUMS
	 	 CTSELCR3
	 	 CTSUBCAL
	 	 CTTWMONP

	 CTPULLST
	 	 CTRPTCCD
	 	 CTSELECT
	 	 CTSUBCHG
	 	 CTUCTEDT

	 CTPULLTC
	 	 CTRPTCPY
	 	 CTSELEVT
	 	 CTSUBCNT
	 	 CTUCTINP

	 CTPULLWO
	 	 CTRPTFMC
	 	 CTSELEXT
	 	 CTSUBCOM
	 	 CTUCTOUT

	 CTPULMON
	 	 CTRPTFRM
	 	 CTSELHWO
	 	 CTSUBCVT
	 	 CTUCTPRT

	 CTPULPLY
	 	 CTRPTPGM
	 	 CTSELLAB
	 	 CTSUBDRV
	 	 CTUCTSUB

	 CTPULREF
	 	 CTRPTRIP
	 	 CTSELNMN
	 	 CTSUBPMT
	 	 CTUCTTAX

	 CTPULSCX
	 	 CTRPTRPT
	 	 CTSELORD
	 	 CTSUBPUL
	 	 CTUDFAUD

	 CTPULSEL
	 	 CTRPTSPT
	 	 CTSELRPT
	 	 CTSUBRDW
	 	 CTUDFBLD

	 CTPULSLS
	 	 CTRPT1
	 	 CTSELSPC
	 	 CTSUBTAP
	 	 CTUDFEDT

	 CTPULSVC
	 	 CTRPT1A
	 	 CTSELSPT
	 	 CTSVBLPR
	 	 CTUDFMIR

	 CTPULWRK
	 	 CTRPT11A
	 	 CTSELSRT
	 	 CTSVBLWS
	 	 CTUDFONL

	 CTPUL302
	 	 CTRPT11B
	 	 CTSELTAP
	 	 CTSVCREC
	 	 CTUDFRPT

	 CTPURBLD
	 	 CTRPT13
	 	 CTSEQCUP
	 	 CTSVCRPT
	 	 CTUDFSRT

	 CTPURCON
	 	 CTRPT2
	 	 CTSEQUPD
	 	 CTSVCSRT
	 	 CTUDFSVC

	 CTPURPUL
	 	 CTRPT8
	 	 CTSEQXRF
	 	 CTSVCXCP
	 	 CTUDXFMT

	 CTPUSPLT
	 	 CTRP00
	 	 CTSETTLE
	 	 CTSVDRPT
	 	 CTUD1000

	 CTPXRBLD
	 	 CTRP3060
	 	 CTSETTL1
	 	 CTSVDSPR
	 	 CTUD1005

	 CTRCPPDM
	 	 CTRSBRPT
	 	 CTSLSFMT
	 	 CTSVDSWS
	 	 CTUD1010

	 CTRCPRNT
	 	 CTRYMEDA
	 	 CTSLSRPT
	 	 CTSW306
	 	 CTUD1020

	 CTRCPWSM
	 	 CTSACCUP
	 	 CTSNTRT
	 	 CTSYSUPD
	 	 CTUD1040

	 CTRCVLOD
	 	 CTSACUPD
	 	 CTSPDRPT
	 	 CTTAXSPR
	 	 CTUD1050


  

 Schedule 1.21 – Page 6 









	 CTUD1060
	 	 CTVARWAC
	 	 CTVCKDGT
	 	 CTVCSDMT
	 	 CTVDLUPD

	 CTUD2000
	 	 CTVASCCD
	 	 CTVCKFMT
	 	 CTVCSMX
	 	 CTVDLWRT

	 CTUD2500
	 	 CTVASCQI
	 	 CTVCLARK
	 	 CTVCSRCH
	 	 CTVDMLCK

	 CTUD2700
	 	 CTVASCRT
	 	 CTVCMFIO
	 	 CTVCSXIO
	 	 CTVDMLCP

	 CTUD3000
	 	 CTVASCSR
	 	 CTVCMLOG
	 	 CTVCSXRX
	 	 CTVDMLIO

	 CTUD4000
	 	 CTVASEBC
	 	 CTVCMPRS
	 	 CTVCS030
	 	 CTVDMLSC

	 CTUNEVTM
	 	 CTVASGEN
	 	 CTVCMUPD
	 	 CTVCTBLD
	 	 CTVDMUSC

	 CTUNORDM
	 	 CTVASPCT
	 	 CTVCNBLD
	 	 CTVCTLFN
	 	 CTVDSCED

	 CTUPCABL
	 	 CTVASRCH
	 	 CTVCNLED
	 	 CTVCTYSP
	 	 CTVDSCHG

	 CTUPDATE
	 	 CTVASUPD
	 	 CTVCNLIO
	 	 CTVCTYST
	 	 CTVDSPIO

	 CTUPDEND
	 	 CTVAS2IO
	 	 CTVCNVED
	 	 CTVCUSED
	 	 CTVDSPSU

	 CTUPRPTS
	 	 CTVAS2PR
	 	 CTVCNVIO
	 	 CTVCUSIO
	 	 CTVDSPTA

	 CTUPSUBR
	 	 CTVATHIO
	 	 CTVCODGN
	 	 CTVCUSNO
	 	 CTVDSPTT

	 CTVAASDS
	 	 CTVATOAT
	 	 CTVCOLNT
	 	 CTVCUSSC
	 	 CTVDSPWO

	 CTVAICA
	 	 CTVATPKG
	 	 CTVCOMIO
	 	 CTVCVCIA
	 	 CTVDTBLD

	 CTVAISCR
	 	 CTVAUTHI
	 	 CTVCPBUF
	 	 CTVCVCLD
	 	 CTVDTDSC

	 CTVAJDSP
	 	 CTVAUTHO
	 	 CTVCPCNV
	 	 CTVCVEDT
	 	 CTVDTMIO

	 CTVAJEDT
	 	 CTVBIO
	 	 CTVCPCUS
	 	 CTVCVEDT
	 	 CTVDTTMC

	 CTVAJENT
	 	 CTVBITCK
	 	 CTVCPCVE
	 	 CTVCVEIO
	 	 CTVDUDET

	 CTVAJSMP
	 	 CTVBLCED
	 	 CTVCPCVI
	 	 CTVCVEMI
	 	 CTVDUDS

	 CTVAJSRC
	 	 CTVBLCIO
	 	 CTVCPDSP
	 	 CTVCVEMO
	 	 CTVDYSEC

	 CTVAJSRR
	 	 CTVBLCIU
	 	 CTVCPDST
	 	 CTVCVEPR
	 	 CTVEDSEM

	 CTVAJUPD
	 	 CTVBLCRD
	 	 CTVCPHSE
	 	 CTVCVESC
	 	 CTVEDSPL

	 CTVALLOC
	 	 CTVBLDED
	 	 CTVCPMPR
	 	 CTVCVIMI
	 	 CTVEDTBL

	 CTVALPHA
	 	 CTVBLDIO
	 	 CTVCPORD
	 	 CTVCVIMO
	 	 CTVEDVAL

	 CTVANCTL
	 	 CTVBLDIU
	 	 CTVCPPVS
	 	 CTVCVIPV
	 	 CTVEECCP

	 CTVAND
	 	 CTVBLDRD
	 	 CTVCPPV2
	 	 CTVCVISC
	 	 CTVEECIO

	 CTVANEMI
	 	 CTVBLKDS
	 	 CTVCPQUE
	 	 CTVCVQUE
	 	 CTVEECSC

	 CTVANSDE
	 	 CTVBLKED
	 	 CTVCPSAC
	 	 CTVCVREJ
	 	 CTVEEFIO

	 CTVANSDM
	 	 CTVBLKIO
	 	 CTVCPSAM
	 	 CTVCVTR1
	 	 CTVEIQIO

	 CTVANSEM
	 	 CTVBRDIO
	 	 CTVCPSCD
	 	 CTVCVTR2
	 	 CTVENTER

	 CTVANTBL
	 	 CTVBREAK
	 	 CTVCPSCU
	 	 CTVCXSRC
	 	 CTVEPVIO

	 CTVANVEW
	 	 CTVBRNTR
	 	 CTVCPSDC
	 	 CTVDATE
	 	 CTVEQLOP

	 CTVAPMRG
	 	 CTVBSRCH
	 	 CTVCPSED
	 	 CTVDATEU
	 	 CTVEQTOT

	 CTVARDSU
	 	 CTVCAPCC
	 	 CTVCPSEQ
	 	 CTVDDUMP
	 	 CTVESLOD

	 CTVARFRM
	 	 CTVCCAIO
	 	 CTVCPSI2
	 	 CTVDGLIO
	 	 CTVESMIO

	 CTVARMPT
	 	 CTVCCIDS
	 	 CTVCPTBL
	 	 CTVDGLOG
	 	 CTVESPUL

	 CTVARMSG
	 	 CTVCDSPT
	 	 CTVCPUID
	 	 CTVDGLS1
	 	 CTVESPUR

	 CTVARSBS
	 	 CTVCDTBL
	 	 CTVCPUPL
	 	 CTVDGLS2
	 	 CTVEVCEA

	 CTVARSCH
	 	 CTVCHDCP
	 	 CTVCPXPA
	 	 CTVDGLS3
	 	 CTVEVENT

	 CTVARSCR
	 	 CTVCHECK
	 	 CTVCPXPL
	 	 CTVDGLS4
	 	 CTVEVERR

	 CTVARSEM
	 	 CTVCHKIO
	 	 CTVCPYBT
	 	 CTVDGTRL
	 	 CTVEVLFL

	 CTVARUCC
	 	 CTVCHNLD
	 	 CTVCPYIT
	 	 CTVDILFM
	 	 CTVEVREJ

	 CTVARUFB
	 	 CTVCHNLM
	 	 CTVCREEL
	 	 CTVDISP
	 	 CTVEVSDN

	 CTVARUOC
	 	 CTVCHOP
	 	 CTVCRYPT
	 	 CTVDLBLD
	 	 CTVEVSED

	 CTVARUPD
	 	 CTVCINIT
	 	 CTVCSDIO
	 	 CTVDLDFL
	 	 CTVEVSIO


  

 Schedule 1.21 – Page 7 









	 CTVEVSIU
	 	 CTVINCP
	 	 CTVLTRTO
	 	 CTVODCNV
	 	 CTVOUTJR

	 CTVEVSQU
	 	 CTVINDC
	 	 CTVLUAIO
	 	 CTVODCOL
	 	 CTVOUTJ0

	 CTVEVSUP
	 	 CTVINES
	 	 CTVL6CNV
	 	 CTVODCUS
	 	 CTVOUTJ1

	 CTVEVTED
	 	 CTVINFL
	 	 CTVMBLD
	 	 CTVODDTS
	 	 CTVOUTKP

	 CTVEVTIO
	 	 CTVINGC
	 	 CTVMCCQU
	 	 CTVODEDT
	 	 CTVOUTKS

	 CTVEVXIO
	 	 CTVINJD
	 	 CTVMCR
	 	 CTVODGET
	 	 CTVOUTLR

	 CTVEXRIQ
	 	 CTVINJR
	 	 CTVMEDIT
	 	 CTVODHSE
	 	 CTVOUTNV

	 CTVEXTRA
	 	 CTVINJ0
	 	 CTVMEMIO
	 	 CTVODKEY
	 	 CTVOUTOA

	 CTVFCTBL
	 	 CTVINJ1
	 	 CTVMEMO
	 	 CTVODMAR
	 	 CTVOUTPN

	 CTVFDTBL
	 	 CTVINKP
	 	 CTVMENU
	 	 CTVODMBR
	 	 CTVOUTPU

	 CTVFDTRD
	 	 CTVINLR
	 	 CTVMNAME
	 	 CTVODMEM
	 	 CTVOUTSA

	 CTVFIEDT
	 	 CTVINNV
	 	 CTVMONBH
	 	 CTVODMPY
	 	 CTVOUTSD

	 CTVFIFLD
	 	 CTVINOA
	 	 CTVMONCC
	 	 CTVODPRS
	 	 CTVOUTSL

	 CTVFIIO
	 	 CTVINPN
	 	 CTVMONDU
	 	 CTVODPXR
	 	 CTVOUTTD

	 CTVFILER
	 	 CTVINPU
	 	 CTVMONIO
	 	 CTVODREQ
	 	 CTVOUTTN

	 CTVFILLD
	 	 CTVINSA
	 	 CTVMONPL
	 	 CTVODRPC
	 	 CTVOUTTO

	 CTVFLDCM
	 	 CTVINSD
	 	 CTVMONPY
	 	 CTVODRPT
	 	 CTVOUTTR

	 CTVFLDFM
	 	 CTVINSL
	 	 CTVMONTL
	 	 CTVODSAC
	 	 CTVOUTTS

	 CTVFLESP
	 	 CTVINTD
	 	 CTVMONWO
	 	 CTVODSCU
	 	 CTVOUTVD

	 CTVFLOAT
	 	 CTVINTN
	 	 CTVMPRSC
	 	 CTVODSDC
	 	 CTVOUTZN

	 CTVFLOTP
	 	 CTVINTO
	 	 CTVMRDYT
	 	 CTVODSEL
	 	 CTVOUTZP

	 CTVFLQUE
	 	 CTVINTR
	 	 CTVMROTB
	 	 CTVODSEQ
	 	 CTVOUT2P

	 CTVFMSVC
	 	 CTVINVD
	 	 CTVMROTB
	 	 CTVODSUB
	 	 CTVPARSE

	 CTVFONKY
	 	 CTVINZN
	 	 CTVMSEND
	 	 CTVODTIO
	 	 CTVPCBDF

	 CTVGDSN
	 	 CTVINZP
	 	 CTVMSGIO
	 	 CTVODUPD
	 	 CTVPCFM

	 CTVGETCC
	 	 CTVIN2P
	 	 CTVMSGXF
	 	 CTVODVAL
	 	 CTVPCINP

	 CTVGETNO
	 	 CTVIPTPP
	 	 CTVNAMCD
	 	 CTVODWRK
	 	 CTVPCMED

	 CTVGJCL
	 	 CTVJOB
	 	 CTVNAMCM
	 	 CTVOKEDT
	 	 CTVPCMIO

	 CTVHBPGM
	 	 CTVJOBNO
	 	 CTVNAMES
	 	 CTVOPEDT
	 	 CTVPCMIU

	 CTVHRSCH
	 	 CTVJRCKD
	 	 CTVNAMLN
	 	 CTVOPEIO
	 	 CTVPCMQU

	 CTVHSCVT
	 	 CTVJSRCH
	 	 CTVNAMSC
	 	 CTVOPEIU
	 	 CTVPCMSG

	 CTVHSEDT
	 	 CTVKPCKD
	 	 CTVNAMSW
	 	 CTVOPUPD
	 	 CTVPCOUT

	 CTVHSEIO
	 	 CTVLABFM
	 	 CTVNMFM
	 	 CTVOQFMT
	 	 CTVPCUPL

	 CTVHSESC
	 	 CTVLDCTL
	 	 CTVNMNIO
	 	 CTVOQRAS
	 	 CTVPCXMT

	 CTVHSHBB
	 	 CTVLGPUL
	 	 CTVNQFMT
	 	 CTVOR
	 	 CTVPDDCP

	 CTVHSHMU
	 	 CTVLIPED
	 	 CTVNQRAS
	 	 CTVORAMT
	 	 CTVPDDSC

	 CTVHSHSL
	 	 CTVLLBB4
	 	 CTVNTRY
	 	 CTVORDER
	 	 CTVPHENC

	 CTVHSHSU
	 	 CTVLMTIO
	 	 CTVOACED
	 	 CTVORSEM
	 	 CTVPIFKY

	 CTVHSHZL
	 	 CTVLOBPR
	 	 CTVOCEDT
	 	 CTVOTCIO
	 	 CTVPINHD

	 CTVHSNUM
	 	 CTVLRPUR
	 	 CTVOCIO
	 	 CTVOUTCP
	 	 CTVPMINQ

	 CTVHSQUE
	 	 CTVLSTRT
	 	 CTVOCKYT
	 	 CTVOUTDC
	 	 CTVPML

	 CTVHSTAG
	 	 CTVLTRDK
	 	 CTVOCLRS
	 	 CTVOUTDN
	 	 CTVPMTIO

	 CTVHSTIO
	 	 CTVLTRFM
	 	 CTVOCMTR
	 	 CTVOUTES
	 	 CTVPNCKD

	 CTVHSUPD
	 	 CTVLTRNM
	 	 CTVOCOIU
	 	 CTVOUTFL
	 	 CTVPNMSG

	 CTVHXCHR
	 	 CTVLTRPR
	 	 CTVOCRD
	 	 CTVOUTGC
	 	 CTVPNPUR

	 CTVIMGCK
	 	 CTVLTRTI
	 	 CTVODBLD
	 	 CTVOUTJD
	 	 CTVPNSFT


  

 Schedule 1.21 – Page 8 









	 CTVPNUPL
	 	 CTVRCVSP
	 	 CTVSELDS
	 	 CTVSSMIU
	 	 CTVTIMER

	 CTVPOINQ
	 	 CTVRECFM
	 	 CTVSELED
	 	 CTVSSMI2
	 	 CTVTNUPL

	 CTVPOLCP
	 	 CTVREGON
	 	 CTVSELFL
	 	 CTVSTAT7
	 	 CTVTRACK

	 CTVPPVAL
	 	 CTVRGNCK
	 	 CTVSELFM
	 	 CTVSTMBR
	 	 CTVTRMBR

	 CTVPPVMV
	 	 CTVRGNPK
	 	 CTVSELIO
	 	 CTVSTMCC
	 	 CTVTRNFR

	 CTVPROSP
	 	 CTVRGNTB
	 	 CTVSELIQ
	 	 CTVSTMCS
	 	 CTVTRUPL

	 CTVPSMIU
	 	 CTVRPTFM
	 	 CTVSELIT
	 	 CTVSTMCU
	 	 CTVTSRCH

	 CTVPSRCH
	 	 CTVRTPIO
	 	 CTVSELLB
	 	 CTVSTMDM
	 	 CTVTTFLX

	 CTVPTEXT
	 	 CTVSACED
	 	 CTVSELMH
	 	 CTVSTMDQ
	 	 CTVTTLGX

	 CTVPTWRT
	 	 CTVSACIN
	 	 CTVSELNM
	 	 CTVSTMDS
	 	 CTVTXIIO

	 CTVPULOG
	 	 CTVSACIO
	 	 CTVSELPC
	 	 CTVSTMED
	 	 CTVTXIPR

	 CTVPXRIO
	 	 CTVSACKD
	 	 CTVSELRP
	 	 CTVSTMIO
	 	 CTVTZCON

	 CTVPXRPL
	 	 CTVSACQU
	 	 CTVSELRQ
	 	 CTVSTMMC
	 	 CTVUDCFM

	 CTVPXRRX
	 	 CTVSACSC
	 	 CTVSELSC
	 	 CTVSTMML
	 	 CTVUDCP

	 CTVQASVC
	 	 CTVSAMIO
	 	 CTVSELTA
	 	 CTVSTMMM
	 	 CTVUDFIO

	 CTVQBKLG
	 	 CTVSAMSC
	 	 CTVSELTP
	 	 CTVSTMPA
	 	 CTVUDLT

	 CTVQCONV
	 	 CTVSATIO
	 	 CTVSELWO
	 	 CTVSTMSS
	 	 CTVUPSEL

	 CTVQCRDT
	 	 CTVSATSC
	 	 CTVSELXX
	 	 CTVSTMT
	 	 CTVUSGFM

	 CTVQDLSB
	 	 CTVSAXRF
	 	 CTVSEQCO
	 	 CTVSTMTR
	 	 CTVVDCKD

	 CTVQDLSP
	 	 CTVSBEDT
	 	 CTVSEQED
	 	 CTVSTM1
	 	 CTVVRBIO

	 CTVQEVDL
	 	 CTVSBED2
	 	 CTVSEQIO
	 	 CTVSTOTA
	 	 CTVVSMLD

	 CTVQEVNT
	 	 CTVSBQUE
	 	 CTVSEQQU
	 	 CTVSTOTR
	 	 CTVVSPUT

	 CTVQFBCC
	 	 CTVSBSBB
	 	 CTVSEQSC
	 	 CTVSUBBY
	 	 CTVWASPC

	 CTVQFBYR
	 	 CTVSBSCM
	 	 CTVSERVC
	 	 CTVSUBEQ
	 	 CTVWCADJ

	 CTVQINPT
	 	 CTVSBSVC
	 	 CTVSESCH
	 	 CTVSUBIO
	 	 CTVWMSPC

	 CTVQIUSP
	 	 CTVSBYTL
	 	 CTVSESSN
	 	 CTVSUBMT
	 	 CTVWOBLK

	 CTVQMCIC
	 	 CTVSCATG
	 	 CTVSFSSC
	 	 CTVSUBNO
	 	 CTVWOBRO

	 CTVQMEMO
	 	 CTVSCDSC
	 	 CTVSGNON
	 	 CTVSUBRQ
	 	 CTVWOCVT

	 CTVQNPAY
	 	 CTVSCEDT
	 	 CTVSHDLR
	 	 CTVSUBRX
	 	 CTVWODSP

	 CTVQNTRK
	 	 CTVSCHED
	 	 CTVSHFTL
	 	 CTVSUBSR
	 	 CTVWOEDT

	 CTVQPADJ
	 	 CTVSCHIO
	 	 CTVSHFTR
	 	 CTVSUBZ
	 	 CTVWOED2

	 CTVQPASS
	 	 CTVSCHIT
	 	 CTVSI2SC
	 	 CTVSUBZC
	 	 CTVWOED3

	 CTVQPMON
	 	 CTVSCICS
	 	 CTVSLCHR
	 	 CTVSVCDL
	 	 CTVWOHIS

	 CTVQPRNT
	 	 CTVSCIDX
	 	 CTVSLINT
	 	 CTVSVCED
	 	 CTVWOINP

	 CTVQPROC
	 	 CTVSCKED
	 	 CTVSLPRS
	 	 CTVSVCGT
	 	 CTVWOIO

	 CTVQPYMT
	 	 CTVSCKIO
	 	 CTVSLSRT
	 	 CTVSVCMT
	 	 CTVWOPFM

	 CTVQROUT
	 	 CTVSCKSC
	 	 CTVSLSVC
	 	 CTVSVSPL
	 	 CTVWOPRC

	 CTVQSIO
	 	 CTVSCNIO
	 	 CTVSMPIO
	 	 CTVTABLR
	 	 CTVWOPRR

	 CTVQSVCC
	 	 CTVSCRN
	 	 CTVSMPKY
	 	 CTVTABS
	 	 CTVWOQUE

	 CTVQTAPD
	 	 CTVSCSCU
	 	 CTVSOSMD
	 	 CTVTABS
	 	 CTVWOREJ

	 CTVQUEIO
	 	 CTVSCSSP
	 	 CTVSPADF
	 	 CTVTAPFM
	 	 CTVWOSCH

	 CTVQUESP
	 	 CTVSCUCM
	 	 CTVSPLIO
	 	 CTVTDRCV
	 	 CTVWOSCR

	 CTVQXFER
	 	 CTVSDTCP
	 	 CTVSQXIO
	 	 CTVTDUPL
	 	 CTVWOTA

	 CTVQXFRS
	 	 CTVSDTIO
	 	 CTVSRDFM
	 	 CTVTEDDY
	 	 CTVWOUPD

	 CTVRCMSG
	 	 CTVSECUR
	 	 CTVSRDWR
	 	 CTVTEST
	 	 CTVWOVAL

	 CTVRCVIO
	 	 CTVSEDSC
	 	 CTVSRQIO
	 	 CTVTHNDL
	 	 CTVWOWBB


  

 Schedule 1.21 – Page 9 









	 CTVWRKUP
	 	 CTWRKPCI
	 	 CXCLBFRM
	 	 CXTMPAS2
	 	 JTCCNXFL

	 CTVWRTLG
	 	 CTWRKRSP
	 	 CXCNTCNV
	 	 CXUCTEXT
	 	 JTCDEDIT

	 CTVWSCHS
	 	 CTWRKXFR
	 	 CXCNVEXT
	 	 CXVANCTL
	 	 JTCEINVC

	 CTVWSDMV
	 	 CTWRORPT
	 	 CXCNVFRM
	 	 CXWKOEXT
	 	 JTCEPACK

	 CTVXCIDS
	 	 CTWRTOFF
	 	 CXCNVUPK
	 	 CXWKOFRM
	 	 JTCFFRPT

	 CTVXLIST
	 	 CTXFRMST
	 	 CXCNVVAL
	 	 CXWKOSCK
	 	 JTCGDFRP

	 CTVXPAED
	 	 CTXPACUP
	 	 CXCOLEXT
	 	 CXWKOUPK
	 	 JTCMARLD

	 CTVXPAIO
	 	 CTXPAEVL
	 	 CXCUSEXT
	 	 CXWOHCPY
	 	 JTCMARUP

	 CTVXPAND
	 	 CTXPAEX1
	 	 CXCUSFRM
	 	 DBCCUSEX
	 	 JTCMBNUP

	 CTVXPASC
	 	 CTXPAEX2
	 	 CXDISCNV
	 	 DBPLAGST
	 	 JTCMBRLD

	 CTVXPLSC
	 	 CTXPALOD
	 	 CXDTEPAS
	 	 DBPLCUST
	 	 JTCMBRRP

	 CTVZASDU
	 	 CTXPAMON
	 	 CXDTPSSR
	 	 DBPLHSAC
	 	 JTCMBRUP

	 CTVZIPCV
	 	 CTXPAMRG
	 	 CXEVTEXT
	 	 DBPLHSEQ
	 	 JTCPAYFM

	 CTVZIPFX
	 	 CTXPAMRP
	 	 CXEVTFRM
	 	 DBPLSTNM
	 	 JTCRGRXP

	 CTVZIPIO
	 	 CTXPAPRG
	 	 CXEVTUPD
	 	 DBPULCUS
	 	 JTCRGSTR

	 CTVZIPRT
	 	 CTXPARPT
	 	 CXEVTUPK
	 	 DESCSQSH
	 	 JTCRIPFM

	 CTVZNCKD
	 	 CTXPASUM
	 	 CXEVTVAL
	 	 ESPINTR
	 	 JTCRIPOT

	 CTVZPCNV
	 	 CTXPAUPD
	 	 CXFINCNV
	 	 EZPRINT
	 	 JTCRIPRP

	 CTVZPINT
	 	 CTXPAUPD
	 	 CXFINEXT
	 	 FDCIKCP
	 	 JTCRPTDS

	 CTVZSEDT
	 	 CTXPCCMG
	 	 CXFINRTN
	 	 FDRAITCT
	 	 JTCRPTD1

	 CTVZVTAM
	 	 CTXSORT
	 	 CXFTPINP
	 	 FDRAITVX
	 	 JTCSYPXL

	 CTWAPULL
	 	 CTX100
	 	 CXHSEEXT
	 	 FDRALLOC
	 	 JTCTBPXL

	 CTWJOBLD
	 	 CTX110
	 	 CXHSEFRM
	 	 FDRCBCT0
	 	 JTCTRNFM

	 CTWOAUDT
	 	 CTX150
	 	 CXHSESCK
	 	 FDRCMCT0
	 	 JTCTUGBD

	 CTWOCUP
	 	 CTX203
	 	 CXHSEUPK
	 	 FDRCOMPR
	 	 JTCTUGMG

	 CTWODATE
	 	 CTX250
	 	 CXHSEVAL
	 	 FDRNULL
	 	 JTCXLAT2

	 CTWOHUPD
	 	 CTX300
	 	 CXMONEXT
	 	 FDRSORT
	 	 JTCXLAT5

	 CTWOLOAD
	 	 CTX350
	 	 CXORCCNV
	 	 FDRSPOOL
	 	 JTCXLCCS

	 CTWOPPDM
	 	 CTX350A
	 	 CXORDEXT
	 	 FDRTOCP
	 	 JTCXRFLD

	 CTWOPPD2
	 	 CTX360
	 	 CXPAJEXT
	 	 FDRTSP
	 	 JTCYCMRG

	 CTWOPRDR
	 	 CTX370
	 	 CXPCTEND
	 	 GETVOL
	 	 JTLGSPLT

	 CTWOPRFL
	 	 CTX380
	 	 CXPCTEOJ
	 	 GETVOLS
	 	 JTLTRHED

	 CTWOPRNT
	 	 CTX90200
	 	 CXROWCNT
	 	 G1CPC10
	 	 JTPAYEXT

	 CTWOPRPT
	 	 CTZIPBR9
	 	 CXRTYEXT
	 	 G1CPC20
	 	 JTPAYHST

	 CTWOPRSL
	 	 CTZIPCAL
	 	 CXSACEXT
	 	 HGVOUTJ1
	 	 JTPMTMGR

	 CTWOPRT1
	 	 CTZIPDEN
	 	 CXSBBFRM
	 	 HPFILPGM
	 	 JTPMTRPT

	 CTWOPRT2
	 	 CTZIPEXT
	 	 CXSCHEXT
	 	 HPRPTPGM
	 	 JTPMTSPR

	 CTWOPSEL
	 	 CTZNTHIN
	 	 CXSEQEXT
	 	 INDEX
	 	 JTPMTSPT

	 CTWOPWSM
	 	 CT3060CH
	 	 CXSRTBLD
	 	 INDEX
	 	 JTPMTSWS

	 CTWOPWS2
	 	 CT3060QT
	 	 CXSUBEXT
	 	 INFORPT2
	 	 JTPTRANS

	 CTWOREAD
	 	 CT3060RP
	 	 CXSUBSCK
	 	 INFOTES1
	 	 JTSTMCMR

	 CTWOSORT
	 	 CXADJEXT
	 	 CXSUBUPK
	 	 INFOTES2
	 	 JTVASGEN

	 CTWOUPD
	 	 CXBASECD
	 	 CXSUPER0
	 	 JTCAGGMG
	 	 JTVCTBLD

	 CTWOWRIT
	 	 CXBLDEXT
	 	 CXSUPER1
	 	 JTCAGGRP
	 	 JTVESLOG

	 CTWPULL4
	 	 CXBLKEXT
	 	 CXSVCEXT
	 	 JTCAGGTR
	 	 JTVFONKY

	 CTWRKLOB
	 	 CXCLBEXT
	 	 CXTMEPAS
	 	 JTCARCCS
	 	 JTVMARCP


  

 Schedule 1.21 – Page 10 









	 JTVMARED
	 	 OPRPRINT
	 	 TTATCTOT
	 	 TTDSPULL
	 	 TTPC0070

	 JTVMARIO
	 	 PDSPRINT
	 	 TTATC306
	 	 TTDSRRPT
	 	 TTPC0075

	 JTVMBRCP
	 	 PHONCODE
	 	 TTATNTRY
	 	 TTDUPETA
	 	 TTPC0080

	 JTVMBRED
	 	 PROCPRNT
	 	 TTBLDPAS
	 	 TTDWNCBL
	 	 TTPC0090

	 JTVMBRIO
	 	 PROCSCAN
	 	 TTBLECTL
	 	 TTEDTCI
	 	 TTPC0100

	 JTVMBRNO
	 	 RNSELEXT
	 	 TTBLKPAS
	 	 TTESIDIN
	 	 TTPC0300

	 JTVMBXIO
	 	 RPTCOPYS
	 	 TTBLKREC
	 	 TTESSCIN
	 	 TTPHSPL1

	 JTVMPHCP
	 	 RPTCOPYX
	 	 TTBRISFR
	 	 TTEVTPAS
	 	 TTPHWRPT

	 JTVMPYCP
	 	 RRMATCHR
	 	 TTBTPRPT
	 	 TTEXSTMR
	 	 TTPLMTCH

	 JTVMSRCH
	 	 RRPULLER
	 	 TTCACBIN
	 	 TTFINPAS
	 	 TTPSASFM

	 JTVNAMCD
	 	 RSETVSAM
	 	 TTCACBRF
	 	 TTFRMTYP
	 	 TTPTEDIT

	 JTVNAMLN
	 	 SAPAMPSC
	 	 TTCACBTO
	 	 TTGCBOT
	 	 TTPTPRNT

	 JTVNAMSC
	 	 SAPSAPEN
	 	 TTCCPCAP
	 	 TTGEOEXT
	 	 TTPTPROC

	 JTVPCFIO
	 	 SAPSAPPS
	 	 TTCDEDIT
	 	 TTGLTPAS
	 	 TTPTRPTS

	 JTVPYHIO
	 	 SAPSAPRT
	 	 TTCESACT
	 	 TTGSCMT
	 	 TTPULEVT

	 JTVSCNIO
	 	 SAPSAPRU
	 	 TTCESAEC
	 	 TTGSCTMR
	 	 TTPULRTM

	 KMVOUTVN
	 	 SAPSAPSD
	 	 TTCESGRF
	 	 TTGWCONV
	 	 TTPULSEL

	 LESTER
	 	 SAPSAPSN
	 	 TTCESMOD
	 	 TTGWCRBU
	 	 TTPULSUB

	 LTRSNAME
	 	 SAPSAPST
	 	 TTCESMOW
	 	 TTGWPPV
	 	 TTPUL308

	 MABADATE
	 	 SAPSAPSU
	 	 TTCESPLY
	 	 TTGWSUBS
	 	 TTPURPUL

	 MC2PINTR
	 	 SAPSAPUT
	 	 TTCESPRM
	 	 TTHSECPY
	 	 TTROPID

	 MRCHREAD
	 	 SCANMOD
	 	 TTCESREQ
	 	 TTHSEPAS
	 	 TTROYPUL

	 MSBILLUP
	 	 SCANMOD
	 	 TTCESVWC
	 	 TTHSESTP
	 	 TTRPTCI

	 MSCLNYPT
	 	 SETSSI
	 	 TTCEXATC
	 	 TTHSEUPD
	 	 TTRPT6

	 MSCLNYRP
	 	 SISMERGE
	 	 TTCLBUPD
	 	 TTIRUPDT
	 	 TTRTYPAS

	 MSCSFINT
	 	 SISTOTAL
	 	 TTCNREXT
	 	 TTKSETRN
	 	 TTSACF

	 MSDIRINT
	 	 SPLPRGE2
	 	 TTCNTUPD
	 	 TTKSOACT
	 	 TTSAXSUB

	 MSEDTRPT
	 	 SQEZALFA
	 	 TTCNVPAS
	 	 TTLABELS
	 	 TTSBCVDM

	 MSEDTRSL
	 	 STLOOKUP
	 	 TTCNVUPD
	 	 TTLABFMT
	 	 TTSBCVDT

	 MSESPRPT
	 	 TCASEBCD
	 	 TTCONVPL
	 	 TTLABRMT
	 	 TTSCHADT

	 MSMS00
	 	 TCDLRCPR
	 	 TTCRSYNC
	 	 TTMDOBIL
	 	 TTSCHBLD

	 MSNA00
	 	 TCDLRRPT
	 	 TTCSELTR
	 	 TTMDOEDT
	 	 TTSCOBAL

	 MSPDINTR
	 	 TCDLRRP1
	 	 TTCSOXLT
	 	 TTMDOSTR
	 	 TTSCOTRM

	 MSPREDIR
	 	 TCSHOEXT
	 	 TTCSPREX
	 	 TTMONEXT
	 	 TTSELCI

	 MSPRERSL
	 	 TCSHOVIA
	 	 TTCSWEEP
	 	 TTOCKRSP
	 	 TTSETTL1

	 MSPSTNET
	 	 TCSHOWAT
	 	 TTCTAMDA
	 	 TTORDPAS
	 	 TTSICTL

	 MSPS00
	 	 TEST
	 	 TTCTAMDB
	 	 TTPAJPAS
	 	 TTSPAEXT

	 MSRESRPT
	 	 TSG@@WTR
	 	 TTCTKRHS
	 	 TTPARMRG
	 	 TTSRPROG

	 MSRPSTMT
	 	 TTACTNO1
	 	 TTCTKRPV
	 	 TTPARTOT
	 	 TTSSART

	 MSRPSUMS
	 	 TTACTNO2
	 	 TTCTKRSE
	 	 TTPASSWD
	 	 TTSSECUR

	 MSRP00
	 	 TTADDBRK
	 	 TTCVTXDT
	 	 TTPAYXFR
	 	 TTSTDATA

	 MSST00
	 	 TTADJPAS
	 	 TTCYCUPD
	 	 TTPC0010
	 	 TTSUBDMP

	 MSSYSPRN
	 	 TTAMWMON
	 	 TTDB2EXT
	 	 TTPC0030
	 	 TTSUBPAS

	 MSZIPCOD
	 	 TTAMWTAX
	 	 TTDISRPT
	 	 TTPC0040
	 	 TTSUBSEL

	 NAMSWTCH
	 	 TTATCMRG
	 	 TTDLEVNT
	 	 TTPC0050
	 	 TTSUBSTP

	 NEWFILE
	 	 TTATCPAS
	 	 TTDLQEXT
	 	 TTPC0060
	 	 TTSUBTAP


  

 Schedule 1.21 – Page 11 









	 TTSUBYTD
	 	 TVIDXXFR
	 	 VTS300I
	 	 VXATHFMT
	 	 VXCSTMT5

	 TTSVCPAS
	 	 TVRESTOR
	 	 VTS300K
	 	 VXATHSPS
	 	 VXCSTMT8

	 TTSW306
	 	 TVSNTRT
	 	 VTS300L
	 	 VXATHUSA
	 	 VXCYCRPT

	 TTTAX110
	 	 TVUPSUBR
	 	 VTS300M
	 	 VXATRANS
	 	 VXDALPHA

	 TTTBCPAS
	 	 TVVASGEN
	 	 VTS300O
	 	 VXBACUP
	 	 VXDATER

	 TTTELSUB
	 	 TVVCPTBL
	 	 VTS300P
	 	 VXBCHMON
	 	 VXDBPRTR

	 TTTEVENT
	 	 TVVMONCC
	 	 VTS301
	 	 VXBCHPRT
	 	 VXDELQIO

	 TTTHEFT1
	 	 TVVOUTDC
	 	 VTS310MN
	 	 VXBILDAT
	 	 VXDNRBLD

	 TTTHEFT2
	 	 TVVWOIO
	 	 VTS320MN
	 	 VXBILLIO
	 	 VXDONBLD

	 TTTNVPAS
	 	 TVVZPINT
	 	 VTS600
	 	 VXBILLUP
	 	 VXDSCACT

	 TTTOTRPT
	 	 UPDTDATE
	 	 VTS610
	 	 VXBILRPT
	 	 VXEDSPLT

	 TTTRNLST
	 	 UPMS00
	 	 VTS620
	 	 VXBLDSLS
	 	 VXEDTRPT

	 TTTRN045
	 	 UPNA00
	 	 VTS630
	 	 VXBSPUL1
	 	 VXEFTCNG

	 TTTRN046
	 	 UPPS00
	 	 VTS635
	 	 VXCANRPT
	 	 VXEFTMTH

	 TTTWHPS1
	 	 UPRPSTMT
	 	 VTS640
	 	 VXCBORFD
	 	 VXEFTPAY

	 TTTWHPS2
	 	 UPRPSUMS
	 	 VTS650
	 	 VXCCDRFD
	 	 VXEFTTRN

	 TTUNSUBM
	 	 UPRP00
	 	 VTS660
	 	 VXCCDUPS
	 	 VXEPMAST

	 TTUPREAD
	 	 UPST00
	 	 VTS670
	 	 VXCCRPTS
	 	 VXEXPCON

	 TTVCNVWS
	 	 VCOMPRES
	 	 VTS680
	 	 VXCCXREF
	 	 VXEXPGRA

	 TTVDATER
	 	 VGEO005
	 	 VT300MS
	 	 VXCHBRPT
	 	 VXEXPPUL

	 TTVINOS
	 	 VGEO010
	 	 VT301MS
	 	 VXCHBRPT
	 	 VXEXTUPD

	 TTVINRC
	 	 VGEO025
	 	 VT302MS
	 	 VXCHDM2
	 	 VXFDPRM

	 TTVINUW
	 	 VGEO040
	 	 VT303MS
	 	 VXCHDM4
	 	 VXFICHE

	 TTVINZV
	 	 VGEO050
	 	 VT304MS
	 	 VXCHDM9
	 	 VXFILBLD

	 TTVINZ7
	 	 VGEO100
	 	 VT305MS
	 	 VXCHKREO
	 	 VXFILCOD

	 TTVOUTOS
	 	 VSAMLOAD
	 	 VT306MS
	 	 VXCHKRFD
	 	 VXFILLOD

	 TTVOUTRC
	 	 VSAMPUT
	 	 VT307MS
	 	 VXCHPROM
	 	 VXFILPUL

	 TTVOUTUW
	 	 VSCMACCT
	 	 VT308MS
	 	 VXCHRACT
	 	 VXFINDTL

	 TTVOUTZV
	 	 VSCMEDIT
	 	 VXACCRPD
	 	 VXCHRGBK
	 	 VXFINRPT

	 TTVOUTZ7
	 	 VSCMIC
	 	 VXACCRPW
	 	 VXCNTRY
	 	 VXFUFLPL

	 TTVOVRID
	 	 VSCMRNDX
	 	 VXACTDMP
	 	 VXCOFMNT
	 	 VXFUFNJE

	 TTVRBRIO
	 	 VSCMRTR
	 	 VXACTNO1
	 	 VXCPM004
	 	 VXFUTDCN

	 TTVRENUM
	 	 VTS100
	 	 VXACTSTA
	 	 VXCPM006
	 	 VXGENVES

	 TTVSECRU
	 	 VTS101
	 	 VXACTUPD
	 	 VXCPM008
	 	 VXGLUPDT

	 TTVVWLST
	 	 VTS105
	 	 VXADITAP
	 	 VXCPM014
	 	 VXGNLDBD

	 TTVZIPFX
	 	 VTS110
	 	 VXADJFMT
	 	 VXCPM016
	 	 VXHDREDT

	 TTVZIPRT
	 	 VTS110C
	 	 VXADJRES
	 	 VXCPM018
	 	 VXHDRED2

	 TTWKOPAS
	 	 VTS120
	 	 VXADKEY
	 	 VXCRDRPT
	 	 VXHDRED3

	 TTWKOUPD
	 	 VTS120N
	 	 VXADMDIS
	 	 VXCRTAMT
	 	 VXHLDFLG

	 TTWOPRPT
	 	 VTS200
	 	 VXALMRGE
	 	 VXCSRPUL
	 	 VXHLDRPT

	 TTZIPDEN
	 	 VTS250
	 	 VXALMTCH
	 	 VXCSRRPT
	 	 VXHRDSUB

	 TTZIPEXT
	 	 VTS250N
	 	 VXAMREPT
	 	 VXCSTMTR
	 	 VXHSTUPD

	 TVBACUP
	 	 VTS300
	 	 VXAPDECL
	 	 VXCSTMT1
	 	 VXINSTAT

	 TVFREAD
	 	 VTS300C
	 	 VXASACTV
	 	 VXCSTMT2
	 	 VXINTFCE

	 TVFREAD2
	 	 VTS300E
	 	 VXATHAMX
	 	 VXCSTMT3
	 	 VXINTLAD

	 TVFWRIT
	 	 VTS300G
	 	 VXATHDEC
	 	 VXCSTMT4
	 	 VXIPTPOP


  

 Schedule 1.21 – Page 12 









	 VXITEMIO
	 	 VXOQCCTP
	 	 VXPRMSND
	 	 VXSIPERR
	 	 VXTS301

	 VXKEXIT
	 	 VXOQLKTP
	 	 VXPRMSN1
	 	 VXSIPSHT
	 	 VXTS600

	 VXKIOTSQ
	 	 VXOQPRTP
	 	 VXPROCUM
	 	 VXSISMER
	 	 VXTS610

	 VXKSECUR
	 	 VXOQSBTP
	 	 VXPROMER
	 	 VXSISTOT
	 	 VXTS620

	 VXLEDGIO
	 	 VXOQSTTP
	 	 VXPROMO
	 	 VXSLSRPT
	 	 VXTS630

	 VXLTREDT
	 	 VXORDFMT
	 	 VXPROMTB
	 	 VXSNTRT
	 	 VXTS635

	 VXLTRMRG
	 	 VXORDRPT
	 	 VXPROPUL
	 	 VXSRECAP
	 	 VXTS640

	 VXLTRPUL
	 	 VXORDTRK
	 	 VXPROSMD
	 	 VXSSEDIT
	 	 VXTS650

	 VXLTRUPD
	 	 VXOREJER
	 	 VXPROSMM
	 	 VXSTAPRO
	 	 VXTS660

	 VXLUSER
	 	 VXOSKLTN
	 	 VXPROSMW
	 	 VXSTATR1
	 	 VXTS670

	 VXMALPHA
	 	 VXOSKLTP
	 	 VXPRSMRT
	 	 VXSTDLTS
	 	 VXTTXINP

	 VXMATCH
	 	 VXOSTXAD
	 	 VXPRSTMA
	 	 VXSTMEDT
	 	 VXTXDLTS

	 VXMATSUB
	 	 VXOSTXED
	 	 VXPTRANS
	 	 VXSTMP4A
	 	 VXUDFAUD

	 VXMEMO
	 	 VXOSTXIO
	 	 VXPULCON
	 	 VXSTMSRT
	 	 VXUDFBLD

	 VXMEMPUL
	 	 VXOSTXIQ
	 	 VXPULMON
	 	 VXSTMT4A
	 	 VXUDFEDT

	 VXMEMUPD
	 	 VXOSTXTP
	 	 VXPULPEN
	 	 VXSUBPUL
	 	 VXUDFFE

	 VXMMBRED
	 	 VXOSTXUP
	 	 VXPULREF
	 	 VXSVCIO
	 	 VXUPDATE

	 VXMMBRUP
	 	 VXOV0MS
	 	 VXPULSCX
	 	 VXSVCMST
	 	 VXUPSUBR

	 VXMM012
	 	 VXOV1MS
	 	 VXPUL302
	 	 VXSVCPUL
	 	 VXUSATRN

	 VXMM020
	 	 VXOV2MS
	 	 VXQTYRPT
	 	 VXSVCSND
	 	 VXUSGRPT

	 VXMONBLD
	 	 VXOV3MS
	 	 VXREFRPT
	 	 VXSVCXCP
	 	 VXUSGSND

	 VXMONLTR
	 	 VXOV4MS
	 	 VXREJPUL
	 	 VXSW306
	 	 VXUSXREF

	 VXMONMTA
	 	 VXOV5MS
	 	 VXRESTOR
	 	 VXTAXXCP
	 	 VXVAJEDT

	 VXMONPUL
	 	 VXOV6MS
	 	 VXRNLSPT
	 	 VXTAX100
	 	 VXVAJENT

	 VXMRGSVC
	 	 VXOV7MS
	 	 VXROMRPT
	 	 VXTAX105
	 	 VXVALPHA

	 VXNKRPTS
	 	 VXOV8MS
	 	 VXROYADD
	 	 VXTAX110
	 	 VXVANEDT

	 VXNMMEMO
	 	 VXO300C
	 	 VXROYCUM
	 	 VXTAX120
	 	 VXVASGEN

	 VXNMONBT
	 	 VXO300E
	 	 VXROYFIN
	 	 VXTAX260
	 	 VXVBSDSP

	 VXNMONPL
	 	 VXO300G
	 	 VXROYRPT
	 	 VXTAX300
	 	 VXVBUILD

	 VXNOMO
	 	 VXO300I
	 	 VXROYSRT
	 	 VXTBLPRO
	 	 VXVCHDCP

	 VXNRFRPT
	 	 VXO300K
	 	 VXROYSUB
	 	 VXTBLRNW
	 	 VXVCKDGT

	 VXOCUSIO
	 	 VXO300L
	 	 VXRPTCPY
	 	 VXTBLSVC
	 	 VXVCRYPT

	 VXOCUSTP
	 	 VXO300M
	 	 VXRPTPRT
	 	 VXTELEDT
	 	 VXVCSRCH

	 VXOFFTRN
	 	 VXO300O
	 	 VXRPTSND
	 	 VXTELINP
	 	 VXVCTLF0

	 VXOINSTP
	 	 VXO300P
	 	 VXRPT1
	 	 VXTHLCPY
	 	 VXVCTYST

	 VXOLSRPT
	 	 VXPACKIO
	 	 VXRPT11A
	 	 VXTMEDIT
	 	 VXVDUFRP

	 VXOMEMAD
	 	 VXPASSWD
	 	 VXRPT11B
	 	 VXTMPRG
	 	 VXVDUPLX

	 VXOMEMCH
	 	 VXPCTYPE
	 	 VXRPT13
	 	 VXTOTSIO
	 	 VXVEDREO

	 VXOMEMIO
	 	 VXPHXREF
	 	 VXRPT2
	 	 VXTPFMTR
	 	 VXVEDSPL

	 VXOMEMTP
	 	 VXPRDISC
	 	 VXRPT2A
	 	 VXTRINPL
	 	 VXVEDTBL

	 VXOOLPTP
	 	 VXPRECAP
	 	 VXRPT2B
	 	 VXTSTDTR
	 	 VXVENROL

	 VXOOLSDR
	 	 VXPREDIT
	 	 VXRPT8
	 	 VXTS100
	 	 VXVENTER

	 VXOOLSER
	 	 VXPREDON
	 	 VXSCREPT
	 	 VXTS101
	 	 VXVESLOD

	 VXOOLSTP
	 	 VXPREMRG
	 	 VXSEQBIL
	 	 VXTS105
	 	 VXVFONKY

	 VXOPPRT
	 	 VXPRENJE
	 	 VXSEQNUM
	 	 VXTS110
	 	 VXVFREAD

	 VXOPSTAT
	 	 VXPREPAS
	 	 VXSETDAY
	 	 VXTS120
	 	 VXVFWRIT


  

 Schedule 1.21 – Page 13 









	 VXVGETNO
	 	 VXZIPCAL
	 	 XXTSTDTR
	 	 	 	 
	 VXVIPTPP
	 	 VXZIPDEN
	 	 XXUDFEDT
	 	 	 	 
	 VXVLETTR
	 	 VXZIPEXT
	 	 XXVAIP
	 	 	 	 
	 VXVLNGTH
	 	 VXZIPSPA
	 	 XXVAUTHI
	 	 	 	 
	 VXVLTRDK
	 	 VXZIPSYN
	 	 XXVAUTHO
	 	 	 	 
	 VXVLTRFM
	 	 VX287MEM
	 	 XXVBLKDS
	 	 	 	 
	 VXVLTRNM
	 	 VX287PAS
	 	 XXVFLECT
	 	 	 	 
	 VXVLTRPR
	 	 VX287RPT
	 	 XXVMEMIO
	 	 	 	 
	 VXVLTRTI
	 	 VX288CCD
	 	 XXVMEMO
	 	 	 	 
	 VXVLTRTO
	 	 VX288RPT
	 	 XXVSMSCM
	 	 	 	 
	 VXVMGHND
	 	 WBCOMMON
	 	 XXVSVCTX
	 	 	 	 
	 VXVMONBH
	 	 WBLATETO
	 	 XXVXBSCM
	 	 	 	 
	 VXVMONDS
	 	 WBSDMNME
	 	 XXVXISCM
	 	 	 	 
	 VXVMONIO
	 	 WCFRMMRG
	 	 XXVXUEDT
	 	 	 	 
	 VXVMONPY
	 	 WMBMONTH
	 	 XXVXUSCM
	 	 	 	 
	 VXVMONTL
	 	 WTOR
	 	 ZIPBARCD
	 	 	 	 
	 VXVNAMES
	 	 XREFPULR
	 	 	 	 	 	 
	 VXVNAMEV
	 	 XVALMTCH
	 	 	 	 	 	 
	 VXVNMNIO
	 	 XXATHORD
	 	 	 	 	 	 
	 VXVNOMON
	 	 XXBITMAP
	 	 	 	 	 	 
	 VXVOLSND
	 	 XXCSTMT6
	 	 	 	 	 	 
	 VXVPHCKD
	 	 XXCSTMT7
	 	 	 	 	 	 
	 VXVPRMDS
	 	 XXCSTMT8
	 	 	 	 	 	 
	 VXVPROIO
	 	 XXDATER
	 	 	 	 	 	 
	 VXVPSRCH
	 	 XXDONRBL
	 	 	 	 	 	 
	 VXVRCMSG
	 	 XXEPSINS
	 	 	 	 	 	 
	 VXVREOIO
	 	 XXFORMS
	 	 	 	 	 	 
	 VXVSAVVY
	 	 XXMRCHCD
	 	 	 	 	 	 
	 VXVSBSCM
	 	 XXMRCHTB
	 	 	 	 	 	 
	 VXVSCHIT
	 	 XXOTPXAD
	 	 	 	 	 	 
	 VXVSPTAB
	 	 XXOTPXDL
	 	 	 	 	 	 
	 VXVSPZDS
	 	 XXOTPXED
	 	 	 	 	 	 
	 VXVSPZIO
	 	 XXOTPXIO
	 	 	 	 	 	 
	 VXVSTMIO
	 	 XXOTPXIP
	 	 	 	 	 	 
	 VXVSTMT
	 	 XXOTPXIT
	 	 	 	 	 	 
	 VXVSTXIO
	 	 XXOTPXTP
	 	 	 	 	 	 
	 VXVSUBIO
	 	 XXOTPXUP
	 	 	 	 	 	 
	 VXVSYSDF
	 	 XXPRODUP
	 	 	 	 	 	 
	 VXVTIMER
	 	 XXPRONEG
	 	 	 	 	 	 
	 VXVTPREO
	 	 XXPROSPL
	 	 	 	 	 	 
	 VXVTSRCH
	 	 XXROYSUB
	 	 	 	 	 	 
	 VXVTUFIO
	 	 XXSCATCH
	 	 	 	 	 	 
	 VXWPULL1
	 	 XXSIPFRM
	 	 	 	 	 	 
	 VXWPULL3
	 	 XXSSPULL
	 	 	 	 	 	 
	 VXZIPADI
	 	 XXSSREPT
	 	 	 	 	 	 
	 VXZIPBR9
	 	 XXTBLSVC
	 	 	 	 	 	 

  

 Schedule 1.21 – Page 14 








 SCHEDULE 1.25 
  
 FDT SERVICES AND FDT CURRENT SERVICE CHARGES 
  
 I. FDT Services: 
  
 Account Management: 
  
 Provide coordination, direction and assistance for problem management related to all FDT Data Center activities regarding
problems and changes that impact CSG’s system performance. Account management participates in ongoing discussion and project management efforts to ensure that all FDT activities are in accordance with CSG’s business objectives. 

 
 Automation Analyst: 
  
 Automation analysts review manual computer operation procedures for possible
automation using operator automation tools, primarily Computer Associate’s Automate software. Automated procedures are developed to improve operator manual errors, batch cycle and transmission completion times to meet all agreed Performance
Criteria. This group is the primary point of contact for problem determination and resolution regarding automated procedures. 
  
 Capacity Planning: 
  
 FDT’s capacity planning department monitors current system resource capacity used based on projections provided by CSG for forecasting system
resource utilization. The forecasts are presented to CSG as recommendations in capacity plans for CPU, DASD, TAPE indicating trends and possible estimates of how system resources and their use may change. 
  
 Technical Services: 
  
 Technical Services supports the System Software, CICS and OEM software
(excluding the FDT Software) required by CSG to run its applications. 
  
 DASD: 
  
 The DASD group
for FDT continually monitors DASD file placement and availability and provides first level support for all DASD related problems. This group also reviews system storage growth estimates for overall growth and special projects provided by FDT
customer business units and the FDT Capacity group. 
  
 Data Network Services: 
  
 Data Network Services
encompasses all components related to the physical equipment used for telecommunications, including, telephone company circuit orders, dial backup testing, performance of circuit outage, dial backup and telephone company escalation for
telecommunications related problems and installation and design of new telecommunications equipment and network configurations. Data Network Services provides 24x7 second level support for all network problems and works continually with the Network
software group to obtain the optimal level of circuit loading and network capacity for the FDT Data Center. 
  

 Schedule 1.21 – Page 1 








 Disaster Recovery: 
  
 Disaster Recovery develops and maintains plans for FDT Data Center recovery. The plans which identify all procedures and
resources necessary for recovery are tested with the coordination and cooperation of CSG. 
  
 Hardware and Facilities: 
  
 The FDT hardware area coordinates installation, upgrades and maintenance for all physical hardware and related critical environmental support facilities
(power, water coolers, air handlers, etc.) used by FDT. This area plans and coordinates all vendor required upgrades and preventative maintenance to help ensure that equipment functions in accordance with current Performance Criteria. 
  
 Help Desk: 
  
 The Help Desk (commonly known as the “CSC” — Customer Support
Center) at FDT provides the first point of contact for FDT internal, CSG calls for all system and network related problems. The CSC performs first level problem determination notifying additional technical support as needed. 
  
 The CSC will provide 24x7 coverage for calls relating to the FDT Data Center
and receive those related calls from CSG’s internal support center. 
  
 Data Security: 
  
 FDT
Data Security team maintains access rules for files, system resource and user id’s. In addition, Data Security performs the above functions for other related OEM software requiring internal product security administration. 
  
 Standards: 
  
 FDT Data Center standards are supported by the FDT Quality Services area and
include revisions to established standards and the preparation of proposals relating to those standards for periodic review by the FDT Standards Committee, which committee includes CSG personnel. The approved standards are then published by Quality
Services for online viewing. 
  
 Change
Management: 
  
 Change Management is supported by the Quality
Services area and includes a review of all changes for the FDT Data Center. This review is performed to identify conflicts with other changes, missing required information needed for changes, and scheduling/approvals for those changes. Reports
listing changes by day and week are published by the Change Management group and are reviewed during regular meetings internally and with CSG to ensure that system changes meet both FDT’s and CSG’s business needs. 
  
 Infoman Standard Support Processes: 
  
 FDT Quality Services supports administrative Infoman functions relating to
the FDT standard problem and change screens and reports. 
  

 Schedule 1.25 – Page 2 








 Mainframe Console Operations: 
  
 Operations is responsible for monitoring all Systems Software and the
Platform to help ensure continued service to CSG. Operations tracks CSG batch cycle and online processes and reports any Performance Criteria or key indicator impact to appropriate FDT and CSG management personnel. Operations also assists in
coordinating the implementation of all approved system changes. 
  
 Media Services: 
  
 FDT
Media Services processes, distributes and mails all output generated by CSG’s applications to CSG, CSG customers and associated vendors. Media forms currently produced are microfiche, magnetic tapes and personal computer diskettes. 

 
 Network Software: 
  
 The Network Software (VTAM) group installs, maintains and monitors all
network software components necessary to support host mainframe data communications as well as specialized hardware components. This group provides support to CSG and its customers for data file transfer, including RJE, NDM, PC download, and IP data
transfer methods. This group also provides network capacity plans indicating trends based on projections provided by CSG for forecasting resource utilization. 
  

Performance: 
  
 FDT Performance monitors and identifies trends, changes and bottlenecks in system workload. The performance area recommends and implements system tuning
changes based on identified variances in system performance and workload. 
  
 Problem Management: 
  
 Problem management provides resolution and follow-up assistance relating to FDT related problems. Daily and monthly reporting is provided by problem management for tracking by the Parties. 
  
 Tape Operations: 
  
 Tape operations mounts and re-files tapes for all external tape drives and
re-files tapes ejected from tape silos. Tape operations also performs physical maintenance related to tape media, including new tape initialization, tape cleaning, replacement of broken or damaged tapes. Tape operations also resolves tape drive and
silo problems. 
  
 II. FDT Service
Charges: 
  
 1. Monthly Service Fees. The fees for
FDT Services shall be determined as set forth below and as set out in Exhibits 1 and 2 attached to this Schedule 1.25. Exhibit 2 to this Schedule 1.25 sets forth Sysplex pricing models for High Application Resiliency. 
  
 2. Pass-Through Expenses. The costs associated with Data Lines,
Postage, Special Projects and Unshared Software are paid by FDT as payment agent for CSG, subject to Section II.3 of this Schedule 1.25. If the Parties agree that any other particular expense is to be paid directly by CSG, FDT will
promptly provide CSG with a copy of the third party invoice for such expense. If the Parties agree that FDT shall act as a payment agent for CSG for any other particular expense, FDT shall pay any third party charges comprising such expense, subject
to Section II.3 of this Schedule 1.25. 

  

 Schedule 1.25 – Page 3 








 3. Reimbursable Expenses. In addition to any other payments specified in this Services Agreement
and to the extent not provided for in this Schedule 1.25, CSG will pay, or reimburse FDT for, all reasonable out-of-pocket costs and expenses incurred by FDT in connection with: (a) travel specifically requested by CSG; (b) any CSG-requested
document production; (c) specially CSG-requested courier deliveries; (d) CSG-required preprinted and stock forms; (e) general supplies; (f) third party charges for programming, training, seminars and similar consulting; (g) overtime, additional
personnel, products and services required as a result of (i) any federal, state or local regulatory or administrative authority, (ii) third party audit, or (iii) CSG’s internal or external auditors; or (h) any pass-through expenses paid on
CSG’s behalf pursuant to Section II.2 of this Schedule 1.25, including costs arising out of all CSG Vendor Software license and maintenance fees, as well as Software requested by CSG and not originally included in this Services
Agreement. Any items set forth in this Section II.2 of this Schedule 1.25 that are not specifically requested or required by CSG shall be subject to CSG prior approval, which approval shall not be unreasonably withheld or delayed.

  
 4. Billing. FDT shall bill CSG monthly with a single
invoice for all of CSG’s monthly fees and charges. The invoice shall reflect in reasonable detail the total fees and charges of CSG by FDT Service component, and shall be supported by appropriate documentation. FDT shall designate a contact
person to answer questions from CSG regarding the monthly invoice. 
  

 Schedule 1.25 – Page 4 








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

  
 TABLE OF CONTENTS 
  
 Page 
  
 EXHIBIT 1 TO SCHEDULE 1.25 4,6 
  

	 	  	Year

	 
	 Item

	  	2003

	 	 	2004

	 	 	2005

	 	 	2006

	 	 	2007

	 	 	2008

	 
	 Processing Fee
	  	$	(***	)	 	(***	)	 	(***	)	 	(***	)	 	(***	)	 	(***	)
	 CPU Rate per MIP1
	  	 	(***	)	 	(***	)	 	(***	)	 	(***	)	 	(***	)	 	(***	)
	 Out of Bound MIP Rate
	  	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 DASD Rate per GB
	  	 	(***	)	 	(***	)	 	(***	)	 	(***	)	 	(***	)	 	(***	)
	 (***)
	  	 	(***	)	 	(***	)	 	(***	)	 	(***	)	 	(***	)	 	(***	)
	 Fiche Masters
	  	 	(***	)	 	(***	)	 	 	 	 	 	 	 	 	 	 	 	 
	 Fiche Duplicators
	  	 	(***	)	 	(***	)	 	 	 	 	 	 	 	 	 	 	 	 
	 One-Way Tape Rate
	  	 	(***	)	 	(***	)	 	(***	)	 	(***	)	 	(***	)	 	(***	)
							
	 Network Services
	  	 	(***	)	 	(***	)	 	(***	)	 	(***	)	 	(***	)	 	(***	)
	 Disaster Recovery2
	  	 	(***	)	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
							
	 	  	 (Core Services) +
 Future
 Requirements

	 	 	 (***)+
 future
 requirements

	 	 	 (***)
 future
 requirements

	 	 	 (***)
 future
 requirements

	 	 	 (***)
 future
 requirements

	 	 	 (***)
 future
 requirements

	 
	 Data Lines
	  	 
 	**** *******
****	 
 	 	**** *******
****	 
 	 	**** *******
****	 
 	 	**** *******
****	 
 	 	**** *******
****	 
 	 	**** *******
****	 
 
	 Postage
	  	 
 	**** *******
****	 
 	 	**** *******
****	 
 	 	**** *******
****	 
 	 	**** *******
****	 
 	 	**** *******
****	 
 	 	**** *******
****	 
 
	 Special Projects
	  	 
 	**** *******
****	 
 	 	**** *******
****	 
 	 	**** *******
****	 
 	 	**** *******
****	 
 	 	**** *******
****	 
 	 	**** *******
****	 
 
	 Unshared Software
	  	 
 	**** *******
****	 
 	 	**** *******
****	 
 	 	**** *******
****	 
 	 	**** *******
****	 
 	 	**** *******
****	 
 	 	**** *******
****	 
 

  
 Assumed Annual Volume Growth Rates: 3,5 
  

	 MIPs
	  	(***)%
	 DASD
	  	(***)%
	 Tape
	  	(***)%
	 One-Way Tape
	  	(***)%
	 Fiche to end 2004
	  	 

  
 Proposed MIP Pricing
Illustration (Early 2004) 
  

	 	  	Current Contract

	 	 	Proposed

	 
	 Mgmt Fee
	  	(***	)	 	(***	)
	 Processing Fee
	  	(***	)	 	(***	)
	 LPAR
	  	(***	)	 	(***	)
	 MIP Rate
	  	(***	)	 	(***	)
	 Incremental MIP Rate
	  	(***	)	 	(***	)
	 Total CPU Fees
	  	(***	)	 	(***	)
	 Total Monthly MIPs
	  	(***	)	 	(***	)
	 Effective Cost/MIP
	  	(***	)	 	(***	)

  

 Schedule 1.25 – Page 5 








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

  


	1	The Processing Fee covers base MIPs of (***) per month. Under this Agreement, the CPU rate is only on MIPs above (***) per
month. 


	2	$(***) price is for Disaster Recovery Core Services, as such services are set out in Exhibit 3 to Schedule 1.25. Services
outside Disaster Recovery Core Services will be provided to CSG at an additional price. Disaster Recovery Care Services above the (***)% band or below the (***)% band (as referred to in Note 5, below) will be provided to CSG at an additional
price. 


	3	Pricing is based on assumed annual volume growth rates. Any variance in assumed annual volume growth rates will change
pricing. 


	4	These rates are for technology described in Schedule 1.43 and do not include the costs for new LPARs, job streams or
advanced technology. Requests for such new technology shall be deemed requests for Additional Services, as defined by and pursuant to the terms of Section 2.15.



	5	Re-negotiation of MIP and DASD rates will occur if rolling 12-month growth rates are less than (***)% or more than (***)%.
Re-negotiation of tape and one-way tape rates will occur if rolling 12-month growth rates are less than (***)% or more than (***)%. Growth rates will be evaluated January 1 and July 1 during the life of the contract. 


	6.	In the event CSG does not continue to provide
services to ******* as a Customer, then FDT and CSG agree to act in good faith to enter into negotiations to set a new pricing Schedule 1.25. 

  

 Schedule 1.25 – Page 6 








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

  
 TABLE OF CONTENTS 
  
 Page 
  
 EXHIBIT 2 TO SCHEDULE 1.25 
  
 ******** (CSG4) High Application Resiliency Sysplex Pricing Models 
  
 7/22/2003 
  

	 Model A

	  	2004

	 	 	2005

	 	 	2006

	 	 	2007

	 	 	2008

	 
	Business Unit Level Isolation	  	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 One-time Implementation Charge
	  	(***	)	 	 	 	 	 	 	 	 	 	 	 	 
	 Monthly Charge
	  	(***	)	 	(***	)	 	(***	)	 	(***	)	 	(***	)
						
	 Model B

	  	2004

	 	 	2005

	 	 	2006

	 	 	2007

	 	 	2008

	 
	New ******** LPAR (CSG5)	  	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 One-time Implementation Charge
	  	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 Monthly Charge
	  	(***	)	 	(***	)	 	(***	)	 	(***	)	 	(***	)
						
	 Model C

	  	2004

	 	 	2005

	 	 	2006

	 	 	2007

	 	 	2008

	 
	******** Workload Split	  	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 One-time Implementation Charge
	  	(***	)	 	 	 	 	 	 	 	 	 	 	 	 
	 Monthly Charge
	  	(***	)	 	(***	)	 	(***	)	 	(***	)	 	(***	)

  
 Note: ******** Sysplex Pricing
coverage is shown above for each of the models. Service coverage and isolation of the ******** business is represented as follows: Model A: Two dedicated LPARS using new and dedicated ******** Processing Units; Model B: Two dedicated LPARS using
existing CSG processing units; Model C: Use existing LPARS. 
  

 Schedule 1.25 – Page 7 








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

  
 EXHIBIT 3 TO SCHEDULE 1.25 
  
 DISASTER RECOVERY CORE SERVICES 
  

	 Disaster Recovery
 Core Services

	    	 Current subscription
 As of August 2003


	 MIPS
	    	 
	 SY2
	    	(***)
	 VIPA
	    	(***)
	 CSG3
	    	(***)
	 CSG4
	    	(***)
	 	    	

	 TOTAL
	    	(***)
		
	 DASD
	    	 
	 Volumes
	    	(***)
		
	 Tape:
	    	 
	 Silo
	    	(***)
	 *(SunGard – Facility
 buildout for Silo’s)
	    	 
	 Virtual:
	    	(***)
	 VSM Count
	    	(***)
	 # Virtual drives
	    	(***)
	 DASD Cache Drives
	    	(***)
		
	 Network
	    	 Supports CSG Network
                 infrastructure


  

 Schedule 1.25 – Page 8 








 “Confidential Treatment Requested 
 and the Redacted Material has been 
 separately filed with the Commission.” 
  
 Schedule 1.43 
  
 PLATFORM DESCRIPTION 
  

	CSG/Shared	  	Component	  	Manufacturer	  	Model	  	Serial #	  	Complex	  	MIPS	  	Engines	  	Storage (MB)	  	ESCON	  	Parallel	  	OSA	  	CF(1)	  	CF(3)	  	LPAR(s)
	***	  	*********	  	***	  	********	  	*****	  	****	  	****	  	*	  	******	  	***	  	*	  	*	  	*	  	*	  	 ****
 ****

	***	  	*********	  	***	  	********	  	*****	  	****	  	****	  	*	  	******	  	***	  	*	  	*	  	*	  	*	  	****
	******	  	*********	  	***	  	********	  	*****	  	****	  	****	  	*	  	******	  	***	  	*	  	*	  	*	  	*	  	****
															
	 Section 13
	  	*********	  	************	  	*****	  	****** *	  	 ********
 ****
	  	***** ****	  	*******	  	 	  	 	  	 	  	 	  	 	  	 	  	 
															
	 Section 14C
*******
 **
	  	 	  	 	  	 	  	 	  	 	  	 	  	 	  	 	  	 	  	 	  	 	  	 	  	 	  	 
	 ***
	  	****	  	***	  	*****	  	*****	  	*****	  	*	  	***	  	 ********* ******** **** ****** **** ** *******

	 ***
	  	****	  	***	  	*****	  	*****	  	*****	  	*	  	***	  	 ********* ******** **** ****** **** ** *******

	 ***
	  	****	  	***	  	*****	  	*****	  	*****	  	*	  	***	  	 ********* ******** **** ****** **** ** *******

	 ***
	  	****	  	***	  	*****	  	*****	  	*****	  	*	  	***	  	 	  	 	  	 	  	 	  	 	  	 	  	 
	 ***
	  	****	  	***	  	*****	  	*****	  	*****	  	*	  	***	  	 	  	 	  	 	  	 	  	 	  	 	  	 
															
	 Section 15C
 *******
 **
	  	*********	  	************	  	******	  	******	  	 **********
 *
	  	********	  	 	  	 	  	 	  	 	  	 	  	 	  	 	  	 
	 ***
	  	**** ******	  	***	  	****	  	*	  	***	  	 	  	 	  	 	  	 	  	 	  	 	  	 	  	 	  	 
	 ***
	  	**** ******	  	***	  	**********	  	**	  	***	  	 	  	 	  	 	  	 	  	 	  	 	  	 	  	 	  	 
	 ***
	  	**** ******	  	***	  	**** ********	  	*	  	***	  	 	  	 	  	 	  	 	  	 	  	 	  	 	  	 	  	 
	 ***
	  	**** ******	  	***	  	 ****
 *********
	  	**	  	***	  	 	  	 	  	 	  	 	  	 	  	 	  	 	  	 	  	 
	 ***
	  	**** ******	  	***	  	***	  	*	  	 ****** ****
 ****
	  	 	  	 	  	 	  	 	  	 	  	 	  	 	  	 	  	 

  
 Schedule 1.43 - Page 1

  










	  
 ***
	 	 ****
 **********
	 	  
 ***
	 	  
 ****
	 	  
 *
	 	  
 ***
	 	 ****** **********
 **
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	***	 	 **** *****
 ****
	 	***	 	****	 	*	 	***	 	***** ****	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
															
	 Section 16
 CSG/Shared
	 	Component	 	Manufacturer	 	Model	 	Number	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
															
	***	 	 *********
 ********
 *******
 *********
	 	***	 	********	 	*	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	******	 	 *********
 ********
 *******
 *********
	 	*****	 	*** *******	 	*	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	***	 	 *********
 ********
 *******
 *********
	 	***	 	*** ************	 	*	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	***	 	 *********
 ********
 *******
 *********
	 	***	 	**** ***********	 	*	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	******	 	 *********
 ********
 *******
 *********
	 	***	 	**** *** ***********	 	**	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 

  
 16.1 Specifically
excludes any equipment owned and operated by CSG 
  

 56 








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

  
 SCHEDULE 1.49 
  
 SYSTEMS SOFTWARE 
  

	 Vendor Name

	 	 Product Name

	 	Software
Release Levels

	 	 Software
 License
 and
 applied to
 SY2

	 	 Software
 License
 and
 applied to
VIPA

	 	 Software
 License
 and
 applied to
 CSG4

	 	 Software
 License
 and
 applied to
CSG3


	*** ******* ********	 	******	 	 *****
	 	x	 	x	 	x	 	x
	*** ******** ****	 	************	 	 ***** ********
	 	x	 	x	 	x	 	x
	****** ***********	 	***************	 	 **** ******
	 	 	 	x	 	 	 	 
	****** ***********	 	******** ** *** ****	 	 *** ******
	 	x	 	x	 	x	 	x
	****** ***********	 	******** ** *** ***	 	 *** ******
	 	x	 	x	 	x	 	x
	******* ****	 	*******	 	 	 	 	 	x	 	 	 	x
	************* ****	 	**** *******	 	 *** *****
	 	x	 	x	 	x	 	x
	******** ********** ***** ****	 	****	 	 *** ***
	 	x	 	x	 	x	 	x
	******** ********** ***** ****	 	**** *******	 	 *******
	 	x	 	x	 	x	 	x
	******** ********** ***** ****	 	****	 	 *** *** *****
	 	x	 	x	 	x	 	x
	******** ********** ***** ****	 	********	 	 *** ******
	 	x	 	x	 	x	 	x
	******** ********** ***** ****	 	************	 	 ***
	 	x	 	x	 	x	 	x
	******** ********** ***** ****	 	************* ****	 	 *** *** ******
	 	x	 	x	 	x	 	x
	******** ********** ***** ****	 	************* **** ******t	 	 *** *** ******
	 	x	 	x	 	x	 	x
	******** ********** ***** ****	 	**********	 	 *** ***
	 	x	 	x	 	x	 	x
	******** ********** ***** ****	 	**********************	 	 *** ***
	 	x	 	x	 	x	 	x
	******** ********** ***** ****	 	************	 	 ***
	 	x	 	x	 	x	 	x
	******** ********** ***** ****	 	***********	 	 *** *** ******
	 	x	 	x	 	x	 	x
	******** ********** ***** ****	 	************	 	 *** **** ******
	 	x	 	x	 	x	 	x
	******** ********** ***** ****	 	********	 	 *** ******
	 	x	 	x	 	x	 	x
	******** ********** ***** ****	 	*******	 	 *** ******
	 	x	 	x	 	x	 	x
	******** ********** ***** ****	 	******	 	 *** *** ******
	 	x	 	x	 	x	 	x
	******** ********** ***** ****	 	*********	 	 *** ******
	 	x	 	x	 	x	 	x
	******** ********** ***** ****	 	********** **	 	 *** *** ******
	 	x	 	x	 	x	 	x
	******** ********** ***** ****	 	************ **	 	 *** **** ******
	 	x	 	x	 	x	 	x
	******** ********** ***** ****	 	****** ***	 	 *** ******
	 	x	 	x	 	x	 	x
	******** ********** ***** ****	 	*********	 	 *** **** ******
	 	x	 	x	 	x	 	x
	******** ********** ***** ****	 	********* ***********	 	 ***** **** ******
	 	x	 	x	 	x	 	x
	******** ********** ***** ****	 	*********	 	 *** *** ******
	 	x	 	x	 	x	 	x
	******** ********** ***** ****	 	********	 	 **** *** ******
	 	x	 	x	 	x	 	x
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 Schedule 1.49 – Page 1 








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

  

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 Schedule 1.49 – Page 2 








 SCHEDULE 2.3 
  
 CSG-VENDOR SOFTWARE 
  
 VERTEX SOFTWARE including: GEO CODER and VERTEX SALES TAX – calculates sales tax at the State, City, Municipality, etc. level. CSG has the right to use the VERTEX
SOFTWARE under a license granted to Time Warner Satellite Services, (a/k/a Time Warner Publishing Co.). CSG may access and use the VERTEX SOFTWARE for Time Warner’s business purposes only. 
  
 GROUP 1 SOFTWARE including: CODE 1+, Code 1+ Canadian, Bar Coded Bag Tray Option, MAILSTREAM
+, DESKTOP MAILSTREAM+, and ARCLIST/ONLINE/TIME SHARING – used to perform various addressing and sorting functions for mailing statements to subscribers of CSG Clients. 
  
 VERSION MERGER – a software package that allows source modules to be checked out of a library and manages the merging of multiple
program versions. 
  
 XENOS – statement format product. 
  
 PROTERM TransCentury Enterprise Tester– simulates transactions and scripts for volume
testing. 
  
 C-CUBED, INC. – development product used to write code on a PC
and then upload to the mainframe system for production implementation. 
  

 Schedule 2.3 – Page 1 








 SCHEDULE 2.3A 
  
 FORM OF CSG-VENDOR SOFTWARE LETTER  
  
 [TO BE PREPARED ON CSG LETTERHEAD] 
  
 April 1, 2000 
  
 First Data Technologies, Inc. 
 6200 South Quebec Street. Ste. 335 
 Englewood, Colorado 80111 
  

	 	Re:	Second Amended and Restated Services Agreement between First Data Technologies, Inc. and CSG Systems, Inc. dated as of April 1, 2000 (“Services Agreement”)


  
 Ladies and Gentlemen:

  
 Reference is made to Section 2.3 of the above-referenced
agreement. All capitalized terms not otherwise defined in this letter shall have the meaning set forth in the Services Agreement. 
  
 In accordance with Section 2.3 of the Services Agreement, we hereby notify you that CSG has obtained at its sole cost and expense all rights necessary for
FDT to access, operate (at or from any location where FDT will provide the FDT Services), and modify the CSG-Vendor Software to provide the FDT Services pursuant to this Services Agreement. 
  
 Very truly yours, 
 [NAME TO BE INSERTED] 
  

 Schedule 2.3A – Page 1 








 SCHEDULE 2.9 
  
 OPERATING PROCEDURES 
  

1. ACCOUNT MANAGEMENT 
  

	 FDT

	 	 CSG


	 •    Provide quality control on Performance Criteria and key indicators.
  
 •    EnsurePerformance Criteria and key
indicators are communicated to CSG.
  
 •    Provide status and statistical reporting to help ensure Services Agreement compliance
  
 •    Conduct regular quality of service review meetings.
  
 •    Help ensure technology concerns are closely linked to business decisions.
  
 •    Identify open issues and future plans
through ongoing discussions with CSG management personnel.
  
 •    Include client in change control planning and IPL control planning meetings.
	 	 •    Ensure FDT is aware of all data processing
 /telecommunications implemented by CSG affecting production batch, onlines and network.
  
 •    Adhere to established change control and problem management methodologies for application
changes. (INFOMAN/Development calendar) Provide representation for change control and problem management planning meetings.
  
 •    Communicate changes to business that may require alteration of Performance Criteria and key
indicators.


  

 Schedule 2.9 – Page 1 








 2. OPERATIONS AUTOMATION 
  

	 FDT

	 	 CSG


	 •    Investigate the possible elimination of all manual computer operations
intervention.
  
 •    Coordinate
implementation of new operator automation procedures between all affected departments.
  
 •    Maintain operation automation software in a dynamic environment.
  
 •    Work issues pertaining to Performance Criteria using operator automation tools where applicable.
  
 •    Develop automatic controls around the
transmission environment that would escalate lateness or problem situations.
  
 •    Propose the appropriate course of action for research, development, implementation and problem resolution of operator automation issues.
  
 •    Review and resolve any problems with
automated procedures.
	 	 •    Create RFSin INFOMAN to request specific automation changes or enhancements.


  

 Schedule 2.9 – Page 2 








 3. CAPACITY PLANNING 
  

	 FDT

	 	 CSG


	 •    Based on receipt of 90 day rolling MIPS capacity report from CSG, FDT will provide CSG
with 90 day rolling MIPS capacity forecast
  
 •    Gather resource usage for existing applications from SMF, RMF, NETVIEW, DASD monitoring software and tape.
  
 •    Identify how resources may grow.
  
 •    Apply resource usage and estimate CPU, DASD, Tape, FDT network components or other
resources from business unit assumptions.
  
 •    Estimate total resources required (CPU, DASD, and Tape).
  
 •    Monitor and provide reports for trends in workloads. Recommend trending for workloads that do not have a specific
estimate.
  
 •    Summarize capacity
plan by customer and seek approval from customer’s management.
  
 •    Present consolidated customer plans to FDT management.
	 	 •    Application capacity planner must provide MIP, Subscriber and DASD information on a
rolling 90-day forecast one month before end of each quarter to include information in capacity plan.
  
 •    Document dates of major software implementations.
  
 •    Document all assumptions which include how resource utilization will grow for identified
areas.
  
 •    Provide monthly
volume growth rate.
  
 •    Approve
FDT Data Center capacity plan.
  
 •    Create change record in INFOMAN to request specific changes or enhancements.
  
 •    Build Capacity plan for MIPS


  

 Schedule 2.9 – Page 3 








 4. CICS ON LINE SOFTWARE 
  

	 FDT

	 	 CSG


	 •    CICS installation, customization, tuning, application of PTFs, table
maintenance.
  
 •    Support CICS
disaster recovery.
  
 •    Build new
CICS regions as requested.
  
 •    Design and implement CICS direction.
  
 •    Monitor all production CICS regions and note exceptions.
  
 •    Provide debugging and problem resolution assistance for application programming staff when requested.
  
 •    Tech Services will triage all region
abends.
  
 •    Tech Services will
research host response in production issues.
  
 •    Tech Services will assist with transaction abends upon request.
  
 •    Tech Services will research all exceptions to Performance Criteria.
  
 •    Participate in department education
practices and provide workshops on materials and information obtained. (In-house, IBM external and vendor supplied).
  
 •    Evaluate new products.
  
 •    Data set contents (dumps) cleanup/copy.
  
 •    Create and maintain documentation within the CICS team.
  
 •    Create documentation to educate the
technical services staff.
  
 •    Create documentation within INFOMAN for problem understanding and future tracking.
  
 •    Maintain accurate software inventory listing.
  
 •    Maintain software at vendor’s supported releases.
  
 •    Jointly evaluate and recommend Max Task
and T Class parameters for CICS.
	 	 •    Applications (or Q/A) is responsible for its loadlibs: cleanup old versions, sizing,
compression, backups.
  
 •    Each
application group is responsible for completing the correct paperwork for normal table maintenance along with the correct parameters for the usage of the table entry (i.e., CICS region/notification of entries that will have abnormally high
usage).
  
 •    Each application
group is responsible for identifying correctly the requirements for new CICS regions when requesting the same, including, region size, table entries, customization, etc.
  
 •    CSG should contact Applications as the first point of contact for transaction ASRA (s) and
Abends.
  
 •    CSG should contact
Applications as the first point of contact for Short on Storage conditions.
  
 •    CSG should contact Applications immediately for storage violations along with FDT Tech Services and both groups will investigate the dumps.
  
 •    Evaluate host response issues that may be
caused by application issues in production regions.
  
 •    Use supplied monitoring tools to report on and analyze applications.
  
 •    All Genisys Software.
  
 •    Recovery/synchronization of all on-line application data sets at DR.
  
 •    Advantis: assignment of valid LU names
that follow auto-install standards.
  
 •    Adhere to established change control methodologies for applications changes (INFO/MAN and Development Calendar).
  
 •    Create documentation within INFOMAN for problem understanding and future tracking.
  
 •    Run traces for troubleshooting application
problems.
  
 •    Provide reasonable
written notice (30 days) for the creation and/or major modifications to the CICS environment.


  

 Schedule 2.9 – Page 4 








 5. DASD 
  

	 FDT

	 	 CSG


	 DASD Capacity Planning
 1. Review the forecast provided by CSG and determine hardware requirements.
  
 a.      Analyze current DASD availability.
  
 b.      If necessary,
outline increased DASD to be purchased.
  
 c.      2 Execute the approved proposal.
  
 a.      Order and install DASD.
  
 b.      Initialize and configure DASD.
	 	 DASD Capacity Planning:
  
 1.      Project quarterly DASD requirement forecasts with changes and
refinements noted.
  
 a.      Develop requirements for new and existing projects and special projects.
  
 2.      Distribute forecast to FDT and conduct formal review.

		
	 File Monitoring/Maintenance:
  
 1. Provide reporting to assist CSG with file maintenance and monitoring. Review and discuss
with CSG changes necessary to enhance performance or alleviate problems and implement decided plan for change.
  
 2. Allocate production VSAM files as requested by CSG, determine sizing and placement from attributes in request.
  
 3. Implement and maintain software that manages DASD at the dataset and pool level. Review with CSG changes necessary for problem resolution, enhancements, conversions or
growth and implement decided plan for change.
  
 4. Monitor all production batch
and online files for extents daily and make changes to alleviate any space problems.
  
 5. Monitor for High RBA.
	 	 File Monitoring/Maintenance:
  
 1. Monitor GDG bases and sequential files for allocation, sizing, and attributes to enhance
performance and prevent problems. Initiate review with FDT to discuss recommended changes and determine implementation plan.
  
 2. Provide change control or form to FDT with necessary specifications for production VSAM files.
  
 3. Allocate and size production GDG bases and sequential files.
  
 4. Implement and maintain daily cleanup jobs on test, work and GDG volumes.
  
 5. Review extent reports.
  
 6. Review and monitor High RBA reports.
  
 7. Review and monitor Last Reference Date Reports

		
	 Monitor DASD Usage:
  
 1. Review DASD pools for performance and sizing, discuss suggested changes with CSG and implement decided plan for change.
  
 2. Research and recommend software packages.
  
 3. Monitor freespace and CI/CA splits.
  
	 	 Monitor DASD Usage:
  
 1. Review suggestions with FDT to determine final resolution to necessary changes.
  
 2. Review and Monitor files.
  
 3. Monitor freespace

		
	 Production Support:
  
 1. Provide first level oncall support for DASD and storage software issues.
  
 .
 3. Provide support on restore/recall
problems.
  
 4. Review and resolve any problems with DASD
procedures.
	 	 Production Support:
  
 1.      Provide first level support for applications
issues.
  
 2.      Review suggestions with FDT to
determine final resolution to necessary changes.
  
 3.      CMA spool, BUNDL(RMS) administration.
  
 4.      Create change records in INFOMAN to request specific changes for enhancements.

 
 5.      Review and
resolve any problems.
  
 6.      Perform weekly library compression and defrag routines, determining the applicable candidates.


  

 Schedule 2.9 – Page 5 








 6. DATA NETWORK SERVICES 
  

	 FDT

	 	 CSG


	 •    Place orders with telephone companies for data circuits as required.
  
 •    Maintain network availability for all
client data connections.
  
 •    Provide monthly dial back up line testing for all circuits having these features.
  
 •    Perform monthly data line billing review and audits. Approval of all data line invoices.
  
 •    Order, test and install all data
communications hardware associated with client orders.
  
 •    Administration and monitoring of all network management systems for clients. This includes Racal NMS400 system used in the network control center.
  
 •    Provide 24X7 NCC second level support for all clients.
  
 •    Perform all required disaster recovery
testing for each client as directed.
  
 •    Enter appropriate change control records.
  
 •    Review/approve change control records.
  
 •    Develop and distribute all problem report and network performance information used to produce client Performance
Criteria statistics.
  
 •    Joint
responsibility with network software group for circuit loading and network capacity planning.
  
 •    Represent Telecommunications in all scheduled and required client performance/status meetings.
  
 •    Vendor management of data network service
providers which terminate at Millennium.
  
 •    Telephone company service escalation’s at all levels.
  
 •    Provide client quotes for pricing of new data lines and/or other network services.
  
 •    Second level support for protocol
converter troubles and configurations as required.
  
 •    Arrange for any internal wiring or connectivity as required from telecommunication on demarc to DTE equipment within Millenium building
	 	 •    Submit telecommunications service changes/requests for all new installations, changes,
deletions or information regarding data network services and price quotes.
  
 •    Place orders with telephone companies for data circuits as required.
  
 •    Provide internal local security and access to installed data communications equipment in specified secured
areas.
  
 •    Install dial back up
analog lines at remote customer locations when required.
  
 •    Purchase hardware such as modems and csu/dsu’s when not provided by FDT.
  
 •    Physically replace failed modems and communications equipment at remote sites which are CSG owned
  
 •    Provide third level support for all
clients.
  
 •    Assist FDT
personnel as needed in the local troubleshooting CSG provided communications equipment. i.e. modems, sharing devices.
  
 •    Arrange for any internal wiring or connectivity as required from telecommunications demarc to DTE equipment at client
sites.
  
 •    Enter appropriate
change control records.
  
 •    Third level support for protocol converter troubles and configurations as required.
  
 •    Support new client installations and/or upgrades to existing configurations.


  

 Schedule 2.9 – Page 6 








 7. DISASTER RECOVERY 
  

	 FDT

	 	 CSG


	 •    Develop and maintain DR plans for initial response and recovery of the Data Center
including, Disaster Recovery Management Team, Recovery Site Team, Telecom Team, Quality Services Team, Administration Team
  
 •    Maintain Recovery contract and administer costs to business unit
  
 •    Ensure all business units have appropriate
hardware to receive their application or if such hardware is not required, have such business units acknowledge such non-requirements.
  
 •    Coordinate and plan DR tests for CSG.
  
 •    Document the recovery test plans, post mortem and track problem/resolution.
  
 •    Assist business units where possible with
their planning efforts.
  
 •    Assist if requested, in business units’ business recovery planning efforts
  
 •    Ensure offsite storage audits are performed quarterly.
  
 •    Assist business unit in their implementation of the data set tracking tool.
  
 •    Restore CSG’s production environment
including the database data but not the production application data for recovery testing
  
 •    Develop and maintain technical recovery plans: Technical support (MVS), (CICS), Software Telecommunications, Hardware Telecommunications, Operations support, Quality Services

 
 •    To recover the system, the following
areas shall have the following responsibilities:
  
 •    MVS: recover the operating system with the appropriate software
  
 •    Define, restore and back up of Code1+ Files
  
 •    DASD: provide full volume backups of System, and CSG Applications Software volumes for
CSG. Also maintain the VSAM allocation process. At time of disaster or testing, restore the system volumes, CSG Application Software volumes and execute the VSAM allocation process
  
 •    CICS: recover the CICS software
  
 •    Software/Hardware/ Telecom: recover the
subscribed to telecom network
	 	 •    Supply recovery testing requirements in the form of goals and objectives
  
 •    Document and maintain the application
recovery plan for the product
  
 •    Participate in the hotsite recovery testing by supporting the applications and their clients
  
 •    To backup and send offsite, CSG Application Data
  
 •    Recover application data for testing and in the event of a disaster (which includes the
forward recovery of CICS.)
  
 •    If there is any additional data that CSG wants FDT to be responsible for backing up and recovering for disaster recovery, CSG shall submit these requirements in writing to FDT, and FDT must agree in writing to
the additional requirements.
  
 •    Develop, maintain and test its business recovery plans


  

 Schedule 2.9 – Page 7 








 8. HARDWARE AND FACILITIES 
  

	 FDT

	 	 CSG


	 •    Coordinate the installation and/or upgrade of the requested FDT Data Center hardware
with the vendor and all business units serviced by the FDT Data Center.
  
 •    Coordinate the installation and/or upgrade of the FDT Data Center hardware microcode, to current and supported levels.
  
 •    Evaluate vendor hardware related to the operations of the FDT Data Center and the business
unit needs.
  
 •    Maintain a
current floor plan of the FDT Data Center.
  
 •    Maintain hardware configuration documentation related to the hardware installed in the FDT Data Center.
  
 •    Manage and maintain the power plant which support the FDT Data Center and will provide a configuration to support the
continuous 24x7x365 operation of the FDT Data Center businesses.
  
 •    Manage problem and change records within INFOMAN.
	 	 •    Determine hardware requirements and submit a formal request to FDT
quarterly.
  
 •    If MIPS
available, all requests for hardware and/or facility changes require 60 days prior written notice to FDT.
  
 •    Approve change requests on a timely basis for hardware improvements.


  

 Schedule 2.9 – Page 8 








 9. HELP DESK 
  

	 FDT

	 	 CSG


	 -Responsible for triaging first level data communications, hardware and software related issues.
  
 -Responsible for performing hardware dispatch and follow-up.
  
 -Provide assistance to CSG in order to assist in resolution of second level and higher
online software, system software and network related issues.
  
 - -Responsible
for providing critical situation notifications to CSG management. Notifications to be performed on a 7x24 basis.
  
 -Responsible for providing 30 minutes status notifications throughout the life of all critical situations (life of problem means the time the CSC is aware of a critical
problem until the impact to client has ceased). This notification is performed on a 7x24 basis.
	 	 -Main point of contact for all external customer calls regarding online software, system software, network related issues, and all CSG
application software issues.
  
 -Responsible for coordinating and resolving new
customer installation issues.
  
 -Responsible for coordinating and resolving
first, second and higher level application software, addressability and other external customer interfaces.
  
 -Responsible for coordinating and resolving CSG network related issues.
  
 -Responsible for escalating issues with the FDT processing platform to the FDT help desk.


  

 Schedule 2.9 – Page 9 








 10. MEDIA SERVICES 
  

	 FDT

	 	 CSG


	 •    Responsible for the creation of microfiche and distributing the same to CSG and its
customer base.
  
 •    Responsible
for mailing out all CSG customer Tapes, diskettes and cartridges
  
 •    Responsible for all media conversion ( Tape to diskette )
  
 •    Responsible for processing/distributing special tape requests.
  
 •    Responsible for labeling and entering into
Roscoe all conversion tapes received from the customer.
  
 •    Responsible for providing monthly Media statistical reports showing volumes processed, distributed and accuracy.
  
 •    Review and resolve any problems with Media processes.
	 	 •    Responsible for providing update/current distribution list for all microfiche and
special tape mailings 14 days prior to implementation
  
 •    Main point of contact for all CSG external customer calls and questions regarding inquiries/problems with distributed microfiche, conversion, CDROM, and tapes.
  
 •    Responsible for coordinating and
implementing all customer conversions.
  
 •    Responsible for approving change requests.


  

 Schedule 2.9 – Page 10 








 11. MVS SYSTEMS SOFTWARE 
  

	 FDT

	 	 CSG


	 •    Install, maintain, customize and support all mainframe operating systems and associated
program products.
  
 •    Perform
diagnostic and consulting services to the business unit.
  
 •    Provide product documentation for the FDT Data Center on operational aspects of installed products.
  
 •    Investigate and recommend new system software.
  
 •    Maintain accurate software inventory listing.
  
 •    Maintain software at vendor’s
supported releases.
  
 •    Participate in INFO management procedures to assist in problem tracking and documentation.
  
 •    Adhere to established change control methodologies for changes (INFO/MAN and Develop Calendar).
  
 •    Test new releases of software

 
 •    Support Annual disaster recovery
testing
  
 •    Research exception
to performance criteria
  
 •    Provide product documentation for mainframe, OEM products utilized by CSG when requested.
	 	 •    Request product trials and utilize product request process.
  
 •    Assist in testing of new releases and
upgrades of all software.
  
 •    Support administration of third party software as agreed.
  
 •    Adhere to established change control methodologies for applications changes (INFO/MAN and Develop Calendar).

 
 •    Provide reasonable prior written notice
(30 days) for platform and infrastructure changes.


  

 Schedule 2.9 – Page 11 








 12. NETWORK SOFTWARE 
  

	 FDT

	 	 CSG


	 •    Maintain high network availability/stability.
  
 •    Perform Network customization, monitoring
and tuning.
  
 •    Install,
customize and maintain network and network related software products.
  
 •    Problem determination and resolution of network and network related software product issues.
  
 •    Install, customize and maintain transmission software products.
  
 •    Problem determination and resolution of
transmission software product issues.
  
 •    Assist client with client and sub-client transmission software/hardware installation and support issues.
  
 •    Assist in installation and support of network hardware components (including 3745, CIP, SPC, Netlink solutions,
OSA).
  
 •    Maintain accurate
software inventory listing.
  
 •    Perform Network disaster recovery planning and support.
  
 •    Design and implement network direction/workload analysis.
  
 •    Provide consulting services for software product acquisition and evaluation.
  
 •    Provide consulting services for network
planning and design.
  
 •    Participate in the monitoring, tuning, capacity planning and problem determination/resolution issues with external connected networks and VAN providers.
  
 •    Provide debugging and problem resolution
assistance for client representatives when requested.
  
 •    Assist with network connectivity and access issues.
  
 •    Run traces to assist in troubleshooting network and application issues.
  
 •    Research exceptions to Performance Criteria.
  
 •    Create and maintain network documentation to assist the technical services and support
staffs in troubleshooting and providing client service.
  
 •    Participate in interdepartmental education and provide seminars on monitoring and first level debugging procedures.
  
 •    Provide available network performance and availability reports as requested.
	 	 •    Determine Network software requirements and submit formal requests to FDT
staff.
  
 •    Test and evaluate
software and network installations to insure requirements are satisfied.
  
 •    Participate with FDT staff in monitoring network resources.
  
 •    Use monitoring tools to report on and analyze network resources.
  
 •    Provide feedback to assist in
customization and tuning efforts.
  
 •    Interface with and provide first level troubleshooting for sub clients.
  
 •    Assist sub clients with transmission software selection, installation and support.
  
 •    Primary interface with telecommunications
access providers on network definitions, problem determination and resolution.
  
 •    Primary support for client connections to SP2.
  
 •    Provide forecasts to assist in Network capacity analysis.
  
 •    Adhere to established INFO management procedures for problem notification and tracking of
network, transmission and related issues.
  
 •    Adhere to established INFO management change control procedures in addition to the development calendar for network, transmission and related change implementations.
  
 •    Design Network Direction and network
analysis
  
 •    Provide reasonable
prior written notice (30 days) for complex related changes
  
 •    Notify FDT and Coordinate to resolve issues

	  
 •    Participate in INFO management procedures to assist in problem tracking and in change control tracking/documentation.
  
 •    Provide Network capacity analysis on a monthly basis based on input from CSG.
  
 •    Notify CSG and coordinate to resolve
issues
	 	 

  

 Schedule 2.9 – Page 12 








 13. CHANGE MANAGEMENT 
  

	 FDT

	 	 CSG


	 •    Provide Standard INFOMAN Support.
  
 •    Provide Standard Reports to support
scheduled meetings.
  
 •    All
changes are opened on FDT’s INFOMAN System.
	 	 •    Submit all request for services through INFOMAN for all FDT Data Center Activities,
including:
  
 System Software (MVS, CICS)
 Hardware
 Network Requests

Operations Requests
 Security
 Storage Management
 Media Requests
 Capacity
 Performance
 Network (VTAM) Requests
 Installation of New System Products
 INFOMAN Panel Change Requests


  

 Schedule 2.9 – Page 13 








 14. INFOMAN STANDARD SUPPORT PROCESSES 
  

	 FDT

	 	 CSG


	 Administrative Functions
  
 •    Set up user id by specific privilege classes within business unit controls.
  
 •     Store employee data for interested party
access.
  
 Problem Tracking
  
 •    Collection of production identified job
abend data.
  
 •    Log problems
regarding end users that appear to be caused by FDT support groups:
  
  Systems area
  Security
  Operations
  INFOMAN
  DASD management
  Capacity
management
  performance management
  
 Change Tracking
  
 •    Allow logging of request for service from each business unit to support areas of FDT:
  
 Systems’ areas
 Security
 Operations
 INFOMAN
 DASD management
 Capacity management
 Performance
management
	 	 Administrative Functions
  
 •    Request changes to user id by specific privilege classes for problem record administration and for approvers on change
records.
  
 Problem Tracking
  
 •    Collection of production identified job
abend data.
  
 •    Review and
closure of problem records assigned to CSG application areas.
  
 •    Participation in Problem Review meetings.
  
 Change Tracking
  
 •    Create and approve change requests for service from FDT support areas.


  

 Schedule 2.9 – Page 14 








 15. MAINFRAME CONSOLE OPERATIONS 
  

	 FDT

	 	 CSG


	 •    Monitor system tasks
  
 •    Monitor system performance
  
 •    Monitor and adjust cycle progress based upon key indicator jobs defined by CSG

 
 •    Notify FDT management and primary
business unit contact of problems impacting Performance Criteria and key indicator jobs
  
 •    Monitor system hardware
  
 •    Monitor computer room environmentals
  
 •    Track and act upon approved changes assigned to operations including IPL’s
  
 •    Process approved special
requests
  
 •    Perform system
level control functions as required
  
 •    Process batch cycle as defined in CA-7 and notify cycle support of discrepancies/problems identified in the process
  
 •    Provide 24x7 console coverage
  

•    Monitor CAD1 transmissions during off hours
  
 •    Perform off hour job restarts based on CSG provided documentation or verbal instructions
from cycle support groups
	 	 •    Maintain list of unique business unit system tasks to be monitored
  
 •    Maintain list of key indicator jobs and
latest completion time without impacting Performance Criteria
  
 •    Maintain list of contacts and phone numbers
  
 •    Maintain Performance Criteria and key indicator expectations via CSG operations
  
 •    Maintain escalation and notification procedures
  
 •    Maintain job restart documentation and procedures
  
 •    Provide operations with cycle run
instructions
  
 •    Perform all CA7
scheduling functions for application related jobs


  

 Schedule 2.9 – Page 15 








 16. PERFORMANCE 
  

	 FDT

	 	 CSG


	 PERFORMANCE
  
 •    Provide standard reports that identify changes in workloads.
  
 •    Monitor reports to ensure Performance
Criteria and key indicators are met, and recognize workload variances.
  
 •    Identify application/systems tuning opportunities.
  
 •    Provide manpower for systems tuning when Performance Criteria and key indicators are not being met.
  
 •    Assist in trouble shooting for host
response issues.
  
 •    Provide
input to problem records and implement changes as requested.
	 	  
 •    Complete
application design and maintenance.
  
 •    Identify application tuning opportunities.
  
 •    Implement application tuning changes.
  
 •    Identify business elements for Performance Criteria and key indicators
  
 •    Provide manpower for application tuning
when Performance Criteria and key indicators are not being met.
  
 •    Adhere to established change control methodologies for applications changes (INFO/MAN and Develop Calendar).


  

 Schedule 2.9 – Page 16 








 17. PROBLEM MANAGEMENT 
  

	 FDT

	 	 CSG


	All problems are opened on FDT’s Infoman system by FDT or CSG personnel.	 	All problems are opened on FDT’s Infoman system by FDT or CSG personnel.
		
	FDT will respond to, update and resolve any records assigned to FDT Data Center departments.	 	CSG will respond to, update and resolve any records assigned to CSG departments.
		
	Performance Criteria exceptions: FDT will compile exception information for Performance Criteria records. FDT and CSG will negotiate accountability if necessary.	 	CSG will ensure that any Performance Criteria records assigned to them will contain accurate resolution and duration information.
		
	FDT will provide scheduled and adhoc reporting from data on the FDT Infoman database.	 	CSG will have access to the FDT Infoman database for data retrieval, reporting, etc.
		
	FDT Problem Management Department will provide CSG with problem detail information from the Infoman database. FDT will provide CSG with any requested summaries, memos, post-mortems,
etc.	 	CSG will provide problem summary information whenever the recipient is a CSG client.

  

 Schedule 2.9 – Page 17 








 18. PRODUCTION SCHEDULING 
  

	 FDT

	 	 CSG


	 •    Perform CA-7 scheduling for non application related jobs
  
 •    Support operations in maintaining and
verifying production processing.
  
 •    Support operations/tape library in maintaining TMS batch processing.
  
 •    Document departmental procedures
  
 •    Maintain CA-7 automated scheduler jobs and parameters for system level and operations
processing.
  
 •    Provide abend
restart functions where requested.
  
 •    Document and escalate processing problems according to escalation procedures.
	 	 •    Add, delete and update jobs in CA-7 scheduler.
  
 •    Add, delete and update all scheduling
parameters with the exception of the security macro.
  
 •    CreateRFS in INFOMAN to request adds/deletes to security macro
  
 •    Provide restart services for Cable processing.


  

 Schedule 2.9 – Page 18 








 19. DATA SECURITY 
  

	 FDT

	 	 CSG


	 •    Upgrade or install fixes to the RACF software.
  
 •    Maintain RACF databases.
  
 •    Install/maintain external security
interfaces between RACF and other software.
  
 •    Maintain internal security for other software, such as:
  
 •    CA7
 •    NETVIEW
 •    INFOMAN
 •    ROSCOE
 •    QMF
 •    VMANCSG
 •    NETSPY
 •    NDM
 •    TSO
  
 •    Reset passwords, suspend or resume user ids for FDT personnel.
  
 •    Maintain RACF user ids: create, modify,
delete.
  
 •    Reset passwords
and/or resume user ids for CSG clients and personnel on RACF.
  
 •    Maintain CSG client and personnel on RACF.
  
 •    Maintain DSN/RESOURCE access rules under RACF.
  
 •    Delete datasets/aliases when user id are deleted.
  
 •    SDSF system access.
  
 •    Interface with CSG data security administrator.
  
 •    Respond to audits with respect to FDT
responsibilities.
  
 •    Provide
documentation annually of FDT security policy and procedures.
	 	 •    Maintain internal security of other products: RMS/ESF (BUNDLE).
  
 •    RACF for RMS/ESF (clients only): create,
modify, delete.
  
 •    Respond to
audits with respect to CSG responsibilities.
  
 •    Reset passwords and/or resume user ids for CSG clients and personnel on RACF.
  
 •    Administer all Team 35 Software security.
  
 •    Establish, maintain and administer security procedures consistent with industry standards
for access to the Development Software and CSG Data by anyone accessing the same by or through CSG, its systems and networks, including access of the same through open systems adapters with or without the use of a firewall.


  

 Schedule 2.9 – Page 19 








 20. TAPE OPERATIONS 
  

	 FDT

	 	 CSG


	 •    Monitor all external tape drives for mount activity.
  
 •    Setup, maintain and support tape vault
patterns offsite disaster recovery activities.
  
 •    Pull all offsite backup tapes from offsite storage
  
 •    Refile all returning backup tapes from offsite storage.
  
 •    Refile tapes manually loaded (round reel and cartridge).
  
 •    Refile all tapes ejected from the tape silo’s throughout the day.
  
 •    Enter scratch tapes, cleaning cartridges
and requested input tapes into the tape silo’s
  
 •    Initialize new tapes both round reel and cartridge (inhouse and oneway tapes).
  
 •    Clean and/or replace broken or damaged tapes with I/O errors for inhouse and microfiche.
  
 •    Retrieve and deliver all microfiche and
Media Support tape requests for CSG.
  
 •    Publish monthly reports for tape utilization both automated and manual.
  
 •    Monitor, clean and resolve tape drive and silo problems.
  
 •    Provide 24 x 7 tape coverage for CSG.
  
 •    Analyze daily tape operations for possible
improvements.
  
 •    Perform
updates to TMS (i.e. extend and/or expire tapes).
  
 •    Resolve problem tickets involving tape library and tape operations.
  
 •    Monitor tape drive utilization and tape usage to minimize impact
  
 •    Recommend and actively engage CSG in
technology reviews to help maintain processing levels
	 	 •    Maintain master document of what application files are sent offsite.
  
 •    Provide written documentation when
requesting offsite disaster recovery tape vaulting.
  
 •    Maintain a master list of retention periods for all tapes created using RDS (Retention DataSet).
  
 •    Provide written documentation when requesting changes to RDS file.
  
 •    Minimize tape drive allocation during job
processing.
  
 •    Migrate small
datasets to disk whenever possible.
  
 •    Provide change requests for modifying tape
 activities.


  

 Schedule 2.9 – Page 20 








 SCHEDULE 2.10 
  
 CSG BATCH JOB TARGETS 
  

See attached listing. All times listed are Mountain Time. 
  

 Schedule 2.10 – Page 1 








 Critical path completion time means the end time of CAD0350, which as of the Effective Date, completes at approximately
05:30. 
  

	 DESCRIPTION

	 	 DEFINITION

	 	 TARGET


	1. Online System Updated: CCS	 	 CAD0139, Cycle A; CBD0139, Cycle B
  
 CED0139, Cycle E
	 	 Completed by 04:15
  
 Cycle A: CAE9000* to CAD0139 and/or Cycle B: CBE9000* to CBD0139, CED9000 to CED0139 to be completed within a 1 hour outage M-Sa; Cycle A: CAE9000* to CAD0139; Cycle B:
CBE9000* to CBD0139 to be completed within 1.5hour outage Sat/Sun. Extended IPLs are the exception.

			
	2. Online System Updated: SMS	 	VID0139	 	Completed by 04:30
			
	3. File Availability: CCS	 	This covers the availability of production files for CCS.	 	All CCS files available 23 hours a day, from 04:30 to 03:30, 98.2% of the total monthly hours. File availability is measured at the completion of CAD0139/CBD0139 and will encompass
downtime of CICS and the operating system.
			
	4. Daily Reports	 	Sequence (CADSEQ11/CBDSEQ11, CED), house and work order (CADHWRK1/CBDHWRK1) and converter (CADCPMD1/CBDPMD1) reports available for printing at customer’s location.	 	In the print queue by 04:30
			
	5. Work orders	 	Cycle A: CAEWPT2; Cycle B: CBEWTP2 , CEEWPT2	 	Completed by 02:00
			
	6. WPT Transactions	 	 Cycle A: CAEWPT1B, CAEWPT1C, CAEWPT1D
  
 Cycle B: CBEWPT1B, CBEWT1D, CEEWPT
	 	Completed by 1 1/4 hours after scheduled
beginning time. Scheduled beginning time is 05:30, 09:00, 12:00, 14:00, and 17:00

  

 Schedule 2.10 – Page 2 









	 DESCRIPTION

	 	 DEFINITION

	 	 TARGET


	7. Weekly Reports	 	 CAW7000
  
 CEW7000
  
 CBW7000
	 	 CAW7000 completed by 18:00 on Saturday
  
 CBW7000 completed by 18:00 on Saturday

			
	8. Monthly Financial Reports	 	 A. CAM7031 and CBM7031, CEM7031
  
 B. Financial Tapes
	 	 A. Completed by 18:00 on the 22nd of the month.
  
 B. Tapes mailed
within 48 hours after creation, 99.9% of the time.

			
	9. Monthly Statistics Reports	 	Completes the following statistics reports: CPMM0004, CPRM0006, CPMM308, CAM7062 and CBM7062, CEM7062	 	CAM7062, CBM7062 and CEM 7062 completed by 19:00 on the 23rd of the month.
			
	10. Online Statements – Information Available	 	CAD0350, Cycle A;CBD0350, Cycle B, CED0350	 	Completed by 05:30
			
	11. Statements Available to the CSG Production Facility (Legacy & ESP)	 	 CAD0332, CAD0336, Cycle A;
  
 CBD0332, CBD0336, Cycle B
  
 CED0332, CED0336
	 	Completed by 07:30
			
	12. Daily Vantage Cycle Extracts	 	UL04VEND	 	Completed by 04:00

  

 Schedule 2.10 – Page 3 








 SCHEDULE 2.11 
  
 DISASTER RECOVERY PLAN 
  

2.11.1 Data Processing. 
  
 If FDT declares the existence of a complete, unplanned interruption or inaccessibility to the FDT Data Center used to provide the FDT Services (a “Declared
Disaster”), FDT shall make arrangements for the resumption and continuation of vital data processing services to CSG (the “Plan”). The resumption and continuation of vital data processing services shall be provided at a disaster
recovery center selected by FDT (the “Disaster Recover Center”) using off-site back-up copies of critical application systems data sets in accordance with and subject to the terms of governing contracts. Vital services shall include those
data processing services which are necessary for the survival of the business and where there would be a substantial cost or expense associated with the loss of the data processing services for which there is no satisfactory backup procedure, and
for which an outage cannot be tolerated for more than twenty-four (24) consecutive hours. The vital data processing services to CSG shall be made available by means of communication between the Disaster Recovery Center, and selected terminals in
FDT’s current network. The capacity of the Disaster Recovery Center currently has the capacity to enable FDT to run vital data processing services for CSG for up to six (6) weeks and for a “Coldsite” facility for up to six (6) months.

  
 In the event of a Declared Disaster, FDT’s Disaster Recovery Management
Team (DRMT) shall immediately assemble and determine whether to establish processing at the Disaster Recovery Center. In the event that it is determined that vital services can be resumed within twenty-four (24) consecutive hours after FDT announces
a Declared Disaster, the DRMT will direct the resumption of such vital services, and will not initiate the transfer of processing to the Disaster Recovery Center. If it is determined that vital services cannot be resumed within twenty-four (24)
consecutive hours after FDT announced the Declared Disaster, the DRMT shall immediately begin the implementation of the Plan, including the initiating of procedures for the declaration of disasters under applicable disaster recovery contracts and
the establishment of processing at the disaster recovery site in accordance herewith. FDT shall recover the Systems Software and make it available to CSG within 18 hours after a Declared Disaster. As soon as processing is established at the disaster
recovery site, a determination will be made as to whether additional equipment will be needed at the Disaster Recovery Center to adequately handle longer term load requirements. Extra data storage devices, tape drives, communication gear, and even
central processing mainframes (CPU’s) can be acquired and installed in a matter of hours or days to handle the anticipated load during a protracted remote-processing period. 
  
 Operation of the Disaster Recovery Center will be handled entirety by FDT personnel. A DRMT, composed of management in each of six (6)
functional areas, will direct travel to the Disaster Recover Center and to Denver Business Recovery Center, their staff at the earliest opportunity to set-up the normal FDT Data Center environment. The Hotsite Restoration Team (HRT), will then
operate the Disaster Recovery Center for approximately the first forty-eight (48) hours and be relived by a second wave of FDT personnel who will take over and run the data center. The HRT and CSG conduct an annual disaster recovery test.

  
 Listed below is a summary of actions contemplated by the Plan: 
  

 Schedule 2.11 – Page 1 









	 	•	The FDT Data Center help desk initiates severity level 1 page to Denver Data Center management indicating a potential disaster has occurred. 

  

	 	•	The FDT Data Center help desk opens the Disaster Recovery bridge line to initiate a center conference call for management to assess the situation. The Denver Data Center Executive
Vice President, his direct reports, and the Director of Disaster Recovery are in attendance. 

  

	 	•	The DRMT will initiate an Emergency Response by initiating the Incident Management Plan and apprising Corporate Crisis Management of the situation. 

  

	 	•	Corporate Crisis Management will work with the Denver Incident Management team to perform a damage assessment and report a recommendation. 

  

	 	•	If the recommendation is to declare a disaster, The EVP must contact the EVP of CSG for approval. 

  

	 	•	The EVP will announce a “Declared Disaster” and instruct the Disaster Recovery Director to initiate the Data Center Business Continuity Plan (BCP). The recovery site
manager and all off-site vendors will notified that the plan is in effect. 

  

	 	•	The DRMT will notify all Disaster Recovery Support Teams to mobilize according to the BCP. 

  

	 	•	The DR Support Teams will establish the CSG systems software environment at the recovery site and assure the availability of the customer data according to contract.


  

	 	•	The Disaster Recovery Support Teams will establish the required telecommunications lines and verify that the necessary systems hardware and software connectivity is in place,
including but not limited to, CICS regions and operational functions. 

  

	 	•	If necessary, enact the “return home” strategy to prepare a cold site if the recovery site cannot accommodate the deployment for longer than 6 weeks. Activation of the
“Return Home” strategy includes, but is not limited to, the ordering hardware and software for the cold site and the verification of the cold site environment. This process is carried out for both interim and permanent redeployment of the
Denver Data Center. 

  

	 	•	Develop and publish a management summary report of the event. 

  
 During the Term, FDT shall provide CSG with additional information concerning the Plan as may be reasonably required in writing by CSG, and which may require prior
approval of the Disaster Recovery Center provider, if any. FDT reserves the right to change the Plan from time-to-time during the Term, provided that any such change shall not degrade the quality of the Plan in any manner which has a material,
adverse impact on the data processing services provided hereunder. 
  
 Notwithstanding the foregoing, during the Term, CSG may instruct FDT to initiate the processes set forth in the Plan that occur prior to the declaration of a Declared Disaster for CSG processing only if the operating system incurs an outage
greater than four (4) hours. Notwithstanding the foregoing, CSG may also instruct FDT to declare a Declared Disaster for CSG processing only if the operating system incurs an outage greater than twelve (12) hours. CSG and FDT may engage in disaster
declaration discussions after eight (8) hours. If CSG instructs FDT to declare a Declared Disaster, CSG shall pay to FDT FDT’s insurance deductible relating to such Declared Disaster (not to exceed $50,000 per instruction), provided,
that if FDT subsequently makes a Declared Disaster for multiple clients, such deductible shall not be the responsibility of CSG. 
  
 2.11.2 Return Home Strategy. 
  
 FDT has established a strategy to support CSG for a “Return Home” following a disaster declaration for the Denver Data Center. The plan will be enacted
immediately upon deployment to the primary recovery facility. In the plan, FDT will exercise the following tasks: 
  

 Schedule 2.11 – Page 2 









	 	•	Determine time frames and dependencies for stay at recovery facility 

  

	 	•	Review Established Priorities 

  

	 	•	Evaluate sister company support availability 

  

	 	•	Analyze and Document Issues and Constraints 

  

	 	•	Inventory offsite storage 

  

	 	•	Verify Asset Management dB 

  

	 	•	Determine availability of salvage 

  

	 	•	Develop gap analysis 

  

	 	•	Update equipment requirements 

  

	 	•	Evaluate availability and contract tape and media storage facility 

  

	 	•	Evaluate equipment requirements 

  

	 	•	Evaluate network requirements 

  

	 	•	Evaluate telecom requirements 

  

	 	•	Evaluate software licensing requirements 

  

	 	•	Evaluate power and environmental requirements 

  

	 	•	Determine personnel resources required 

  

	 	•	Evaluate space / building availability 

  

	 	•	Contract building space 

  

	 	•	Contact vendors / determine equipment availability 

  

	 	•	Develop floor space plan (based on site) 

  

	 	•	Develop procurement plan 

  

	 	•	Obtain capital 

  

	 	•	Purchase all requirements 

  

	 	•	Build out space / environment 

  

	 	•	Establish OEM / Systems environment 

  

	 	•	Establish network and telecom environment 

  

	 	•	Recover applications environment 

  

	 	•	Return to normal operations 

  
 These tasks will be accomplished within a 49 day cycle. It is assumed that FDT will be able to gain time in excess of the 6 weeks contracted at the primary recovery facility by announcing a re-declaration immediately
after the initial deployment. 
  
 During the Term, CSG shall provide FDT with
ninety (90) days advance written notice of changes required by CSG relating to the hardware and network to be used in connection with a Declared Disaster so that FDT may coordinate such changes with the Disaster Recovery Center provider, if any.

  
 2.11.3 Outsourced – In-House
Models. 
  
 The Services described in this Schedule 2.11 (“Disaster
Recovery Services”) are based on an outsourced service model. Should FDT bring the Disaster Recovery Services in-house during the Term, FDT agrees to perform appropriate testing and development of the fully implemented in-house Disaster
Recovery Services with the goal of improving the operating system restoration time. 
  

 Schedule 2.11 – Page 3 








 SCHEDULE 2.13 
  
 PERFORMANCE CRITERIA 
  

See attached list. All times listed are Mountain Time. 
  

 Schedule 2.13 – Page 1 








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

  
 FDT has no control or responsibility of how Application Software and FDT
Software uses the environment. Application Software, FDT Software, hardware at client sites, client provided networks and hardware, use of DB2, CICS transactions and batch scheduling is the responsibility of CSG. 
  

	 CATEGORY

	  	 DEFINITION

	  	 PERFORMANCE CRITERIA

	  	 REPORTED BY

	  	 MEASUREMENT


	1. Operating System Availability	  	This covers the host computer hardware and system’s software	  	 The operating system will be available 24 hours a day, (***)% of the time, excluding scheduled
 downtime.
  
 
-Maintenance window : (02:30-04:00 -1 FDT initiated IPL per month (Hardware/Software) (12 annually)
  
 -1 FDT Quarterly extended IPL outage (02:30-06:30) with 30 day prior notification (4 annually)
  
 -2 FDT alternate IPL’s to be coordinated with CSG (Hardware/Software) (2 annually)
  
 -IPL’s required for CSG application will be additional.
  
 -Non IPL weekends : Maintenance window for non-IPL weekends will be reserved for FDT to
perform maintenance on software/hardware excluding instances where CSG will be implementing major application releases or have special business related events.
	  	 Data Center
 
(Operations)
	  	 Report daily and detail exceptions
 monthly.

					
	2. CICS Availability	  	This covers availability to all production online regions	  	 The online regions will be available 24 hours per day, (***)% of the time, excluding scheduled
 downtime.
  
 –CICS regions are cycled nightly with batch jobs Cycle A,; CAD0133, Cycle B, CBD0133, Cycle E CED0133
	  	 Data Center
 
(Operations)
	  	 Report daily and detail exceptions
 monthly


  

 Schedule 2.13 – Page 2 








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

  

	 CATEGORY

	  	 DEFINITION

	  	 PERFORMANCE CRITERIA

	  	 REPORTED BY

	  	 MEASUREMENT


	 	  	 	  	*CSG must identify unscheduled CICS recycle timeline.	  	 	  	 
					
	3. Host Response Time	  	Processing time for task by the CPU. Measure the host response time for production CICS regions. Excluding DB2.	  	 a. General Criteria. Average * ****** during each 15 minute interval (an “Interval”) from 06:00 to 18:00 Monday through
Saturday, it being understood that FDT shall be permitted (***) Intervals per calendar month to exceed this Performance Criteria, calculated pursuant to the General Guidelines and Performance Criteria Conditions set forth below.
  
 

General Guidelines:
  
 -(***) or more Intervals exceeding an average of * ****** shall be deemed to be 1 violation
of this Performance Criteria, provided that each such Interval violation exceeding an average of * ****** relates to the same issue.
  
 -if an issue arises that causes an Interval to exceed an average of * ******, and FDT creates a remedy for such issue, CSG and FDT shall confer promptly regarding the
implementation of such remedy. If CSG does not permit FDT to implement the remedy, any subsequent Interval that exceeds an average of * ****** as a result of FDT not being permitted to implement such remedy shall not be deemed to be a violation of
this Performance Criteria.
  
 - if one or more Interval fails to meet
this
	  	Data Center	  	Report and detail exceptions monthly.

  

 Schedule 2.13 – Page 3 








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

  

	 CATEGORY

	  	DEFINITION

	  	 PERFORMANCE CRITERIA

	  	REPORTED BY

	  	MEASUREMENT


	 	  	 	  	 Performance Criteria due to the way in which CSG conducts its business, such failures shall not be deemed to be a violation of this
Performance Criteria.
  
 Application path-length should not exceed the reciprocal
of the arrival rate of a single CICS region (example: if transaction arrival rate is (***) per seconds; then the application path–length should not exceed (***) of a second). The components of the application path length are CPU, I/O request,
application imposed waits (i.e. stimer, exec cics delay)
  
 Minimum arrival rate
of (***) transactions per second for the period is required to establish the response time measurements
  
 b. ******** Criteria. Average *** *********** during each 15 minute Interval from 06:00 to 18:00 Monday through Saturday, it being understood that FDT shall be permitted 2 Intervals per calendar month to exceed
this Performance Criteria, calculated pursuant to both the ******** Guidelines and Performance Criteria Conditions set forth below.
  
 ******** Guidelines:
  
 -(***) or more Intervals exceeding an average of *** *********** shall be deemed to be 1 violation of this Performance Criteria, provided that each such Interval violation exceeding an average of *** ***********
relates to the same issue.
	  	 	  	 

  

 Schedule 2.13 – Page 4 








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

  

	 CATEGORY

	  	 DEFINITION

	  	 PERFORMANCE CRITERIA

	  	 REPORTED BY

	  	 MEASUREMENT


	 	  	 	  	 -if an issue arises that causes an Interval to exceed an average of *** ***********, and FDT creates a remedy for such issue, CSG and
FDT shall confer promptly regarding the implementation of such remedy. If CSG does not permit FDT to implement the remedy, any subsequent Interval that exceeds an average of *** *********** as a result of FDT not being permitted to implement such
remedy shall not be deemed to be a violation of this Performance Criteria.
  
 -
if one or more Interval fails to meet this Performance Criteria due to the way in which CSG conducts its business, such failures shall not be deemed to be a violation of this Performance Criteria.
  
 -Additional requirements for *** *********** response time for ******** Application
path-length should not exceed the reciprocal of the arrival rate of a single CICS region (example: if transaction arrival rate is *** per second; then the application path–length should not exceed (***) of a second). The components of the
application path length are CPU, I/O request, application imposed waits (i.e. stimer, exec cics delay)
  
 -Minimum arrival rate of (***) transactions per second for the period is required to establish the response time measurements
	  	 	  	 

  

 Schedule 2.13 – Page 5 








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

  

	 CATEGORY

	  	 DEFINITION

	  	 PERFORMANCE CRITERIA

	  	 REPORTED BY

	  	 MEASUREMENT


	 	  	 	  	 Performance Criteria Conditions
  
 -To meet this performance criteria the following conditions must be met:
  
 Regions must utilize under (***)% of a single logical engine during the period.
  

All operating system components and the CICS regions on LPAR must utilize under (***)% of all the MIPS on LPAR during the period.
  
 Allow a mutually agreed upon number of SMF 110 records to be captured and full usage of CICS
Monitoring software, to provide timely and accurate measurement and diagnosis.
	  	 	  	 
					
	4 Host Network Response Time	  	Response time as measured between the Mainframe and FDC owned Network Hardware	  	 .
  
 Average * ****** during each 15 minute interval (an “Interval”) from 06:00 to 18:00 Monday through Saturday, it being understood that FDT shall be permitted
(***) Intervals per calendar month to exceed this Performance Criteria, calculated as follows:
  
 -(***) or more Intervals exceeding an average of * ****** shall be deemed to be 1 violation of this Performance Criteria, provided that each such Interval violation exceeding an average of * ****** relates to the same
issue.
  
 -if an issue arises that causes an Interval to
	  	Data Center Network	  	 Report and detail exceptions monthly
  
 Netspy, PINGALL, SNMP, and Netmaster


  

 Schedule 2.13 – Page 6 








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

  

	 CATEGORY

	  	 DEFINITION

	  	 PERFORMANCE CRITERIA

	  	 REPORTED BY

	  	 MEASUREMENT


	 	  	 	  	 exceed an average of * ******, and FDT creates a remedy for such issue, CSG and FDT shall confer promptly regarding the implementation of
such remedy. If CSG does not permit FDT to implement the remedy, any subsequent Interval that exceeds an average of * ****** as a result of FDT not being permitted to implement such remedy shall not be deemed to be a violation of this Performance
Criteria.
  
 OSA Adapters
                *** ****** Measured via     automated PING, SNMP
  
 CSG’s CIP interfaces         *** Measured via automated PING, SNMP
  
 MF/MF
                    *** ******* Measured via Netspy Virtual Route Response Time
  
 3745 FEPs (Local)         *** ******* Measured via Netspy Virtual Route Response
Time
	  	 	  	 
					
	 5.
  
 . Host Network Availability
	  	Measure the network availability which includes 3745 front end processors, 7513 Cisco CIP routers and IOS running on the OSA Express Adapters directly
connected to the FDT host	  	Mainframe Network connectivity will be available 24 hours a day, (***)% of the time excluding scheduled downtime (same downtime as the Operating System) An outage is defined as
connectivity not an individual device. I.e. If one CIP were down but the other CIP provided full connectivity there would be no SLA hit.	  	Data Center (Network)	  	Report and detail exceptions monthly.

  

 Schedule 2.13 – Page 7 








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

  

	 CATEGORY

	  	 DEFINITION

	  	 PERFORMANCE CRITERIA

	  	 REPORTED BY

	  	 MEASUREMENT


	 6. Media Service
  
 Tape/Diskette Turnaround
  
 a. Selects and Specials
  
 b.
Conversions
	  	Measure the turnaround percentage of magnetic media items that are received by Media Services.	  	 (***)% of tapes and diskettes will be shipped to client within 48 hours of receipt by Media Services.
  
 (***)% of conversions will be entered into the system within 48 hours of receipt by Media
Services.
  
 Exception situations will be handled using commercially reasonable
efforts.
	  	Data Center (Media Services)	  	Report and detail exceptions monthly
					
	 7. Media Services Microfiche Turnaround
  
 a. Daily
  
 b. Weekly
  
 c. Monthly
	  	Measure the percentage of microfiche items shipped to clients.	  	 a. Daily
  
 (***)% of daily microfiche mailed within 48 hours of tape receipt by Media Services.
  
 b. Weekly
  
 (***)% of weekly microfiche mailed within 72 hours of tape receipt by Media Services.
  
 c. Monthly
  
 (***)% of monthly microfiche mailed within 14 days of tape receipt by Media Services.
	  	Data Center (Media Services)	  	Report and detail exceptions monthly

  

 Schedule 2.13 – Page 8 








 SCHEDULE 2.14 
  
 CONFIDENTIALITY AGREEMENT 
  
 See attached. 
  

 Schedule 2.14 – Page 1 








 CONFIDENTIALITY AGREEMENT 
  
 This Confidentiality Agreement, made this             
day of             , 200    , is by and between CSG Systems, Inc., 7887 E. Bellview Avenue, Englewood, Colorado 80111 (“CSG”), and
                                        
                                        
                 (the “Participant”). 
  
 RECITALS 
  
 A. Participant desires to review an audit of CSG’s electronic data processing environment. 
  
 B. In connection with these discussions, certain confidential and proprietary
information regarding CSG may be disclosed to the Participant to permit the review by Participant. 
  
 C. CSG desires to establish the terms under which it will disclose certain confidential and proprietary information. 
  
 The parties agree as follows: 
  
 1. Confidential Information. Confidential Information shall mean:

  
 (A) any data or information that is competitively sensitive
material, or secret, and not generally known to the public, including, but not including to, an audit of FDT’s electronic data processing environment for services provided to Participant by Cable Services Group, Inc.; 
  
 (B) any scientific or technical information, design, process, procedure,
formula, or improvement that is commercially valuable and secret in the sense that its confidentiality affords CSG a competitive advantage over its competitors; and 
  
 (C) all confidential or proprietary concepts, documentation, reports, data, specifications, computer software, source code,
object code, flow charts, databases, inventions, information, know-how, show-how and trade secrets, whether or not patentable or copyrightable. 
  
 Confidential Information includes without limitation, all documents, inventions, substances, engineering and laboratory notebooks, drawings, diagrams,
specifications, bills of material, equipment, prototypes and models, and any other tangible manifestation of the foregoing which now exist or come into the control or possession of the Participant. 
  
 2. Confidentiality Obligations. Except as expressly authorized by
prior written consent of CSG, the Participant shall: 
  
 (A)
limit access to any Confidential Information received by it to its employees who have a need-to-know in connection with the evaluation of the potential or ongoing business transaction, and only for use in connection therewith; 
  

 Schedule 2.14 – Page 2 








 (B) advise its employees having access to the Confidential Information of the proprietary nature thereof
and of the obligations set forth in this Confidentiality Agreement; 
  
 (C) take appropriate action by instruction or agreement with its employees having access to the Confidential Information to fulfill its obligations under this Confidentiality Agreement; 
  
 (D) safeguard all Confidential Information received by it using a reasonable
degree of care, but not less than that degree of care used by the Participant in safeguarding its own similar information or material; 
  
 (E) use all Confidential Information received by it solely for purposes of evaluating the potential or ongoing business transactions with CSG and for no
other purpose whatsoever; 
  
 (F) not disclose any Confidential
Information received by it to third parties; and 
  
 (G) not
disclose the existence of the discussions to any third party. 
  
 Upon the request of CSG, the Participant shall surrender to CSG all memoranda, notes, records, drawings, manuals, records, and other documents or materials (and all copies of same) pertaining to or including the Confidential Information.
Upon the return of such materials, the Participant agrees to certify, in writing, that all of the foregoing materials have been surrendered to CSG. 
  
 3. Exceptions to Confidentiality. The obligations of confidentiality and restriction on use in Section 2 shall not apply to any
Confidentiality Information that the Participant proves: 
  
 (A)
was in the public domain prior to the date of this Agreement or subsequently came into the public domain through no fault of the Participant; 
  
 (B) was lawfully received by the Participant from a third party free of any obligation of confidence to such third party; 
  
 (C) was already in the possession of the Participant prior to receipt
thereof, directly or indirectly, from CSG; 
  
 (D) is required to
be disclosed in a judicial or administrative proceeding after all reasonable legal remedies for maintaining such information in confidence have been exhausted including, but not limited to, giving CSG as much advance written notice of the
possibility of such disclosure as practical so CSG may attempt to stop such disclosure or obtain a protective order concerning such disclosure; or 
  
 (E) is subsequently and independently developed by employees, consultants or agents of the Participant without reference to the Confidential Information
disclosed under this Agreement. 
  

 Schedule 2.14 – Page 3 








 4. Rights in Confidential Information. Except as specifically provided for herein, this Agreement
does not confer any right, license, interest or title in, to or under the Confidential Information to Participant. Except as specifically provided for herein, no license is hereby granted to Participant, by estoppel or otherwise under any patent,
trademark, copyright, trade secret or other proprietary rights of CSG. Title to the Confidential Information shall remain solely in CSG. 
  
 5. Indemnity by Participant. Participant agrees to indemnify and hold harmless CSG from and against any and all losses, claims, damages and
expenses (including, but not limited to, attorneys’ and experts’ fees, costs of investigation and costs of settlement) which result from Participant’s breach of this Agreement or unauthorized use or disclosure of the Confidential
Information. Participant’s indemnification obligations pursuant to the immediately preceding sentence shall include an obligation to indemnify and hold harmless CSG from and against any and all losses, claims, damages and expenses asserted by
anyone claiming by, through or under CSG. 
  
 6. Equitable
Relief. The Participant and CSG agree that money damages would not be a sufficient remedy for breach of the confidentiality and other obligations of this Agreement. Accordingly, in addition to all other remedies that either party may have, CSG
shall be entitled to specific performance and injunctive or other equitable relief as a remedy for any breach of the confidentiality and other obligations of this Agreement. The Participant agrees to waive any requirement for a bond in connection
with any such injunctive or other equitable relief. 
  
 7.
Third Party Beneficiary. First Data Technologies, Inc. shall be the only third party beneficiary of this Agreement. 
  
 8. Merger. This Agreement embodies the entire agreement and understanding of the parties hereto with respect to the subject matter hereof, and
supercedes all prior and contemporaneous agreements and understanding relative to such subject matter. 
  
 9. Governing Law. This Agreement and performance thereunder shall be governed by the laws of the State of Nebraska, excluding its conflicts of laws
rules. 
  

 Schedule 2.14 – Page 4 








 IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first written above.

  

	 Participant
	 	 	 	 CSG SYSTEMS, INC.

					
	 By:
	 	 /s/ Guy Battista

	 	 	 	 By:
	 	 /s/ Edward C. Nafus


					
	 Name:
	 	 Guy Battista

	 	 	 	 Name:
	 	 Edward C. Nafus


					
	 Title:
	 	 EVP

	 	 	 	 Title:
	 	 President Broadband Services



  

 Schedule 2.14 – Page 5 








 SCHEDULE 2.16.1 
  
 ADDITIONAL CSG OBLIGATIONS 
  
 1. Applications Software; FDT Software. CSG will have responsibility for the integrity and performance of the
Applications Software and the FDT Software and will cause the same to be maintained in accordance with the provisions of the Services Agreement, including any special provisions in the Operations Procedures. 
  
 2. Trained Personnel. CSG will provide appropriate training for all
new CSG employees on Software then in use by or on behalf of CSG. CSG will notify FDT promptly of any changes in authorized users of the Software to be operated by FDT. 
  
 3. Compatible Operating Environment. If CSG obtains any services from a third party relating to the FDT Services, any
Software provided by such third party that will be operated by FDT must conform to, and be compatible with, the then current operating environment in the FDT Data Center and must meet any applicable operating standards relating to the FDT Services.
In addition, CSG shall ensure that any third party-provided services or Software will not interfere with FDT’s ability to provide the FDT Services hereunder or increase FDT’s costs associated therewith. 
  
 4. Resource Requirements. It will be CSG’s responsibility to
track its production and resource requirements and to request any Additional Services required beyond the existing FDT Services, allowing a reasonable time under the circumstances for FDT to provide such Additional Services in accordance with the
Operations Procedures. 
  

 Schedule 2.16.1 – Page 1 








 SCHEDULE 6.5 
  
 DISPUTE RESOLUTION 
  
 Disputes shall be resolved as follows: 
  
 I. Informal Dispute Resolution. 
  
 (a) Upon the written request of either Party, both Parties will appoint a designated representative who does not devote substantially all of his or her
time to performance under this Services Agreement, whose task it will be to meet for the purpose of endeavoring to resolve such Dispute. 
  
 (b) The designated representatives shall meet as often as the Parties reasonably deem necessary to discuss the problem in an effort to resolve the
Dispute without the necessity of any formal proceeding. 
  
 (c)
Formal proceedings for the resolution of a Dispute may not be commenced until the earlier of: 
  
 (i) the designated representatives concluding in good faith that amicable resolution through continued negotiation of the matter does not
appear likely; or 
  
 (ii) the expiration of the
30-day period immediately following the initial request to negotiate the Dispute; 
  
 provided, however, that this Section I of this Schedule 6.5 will not be construed to prevent a Party from instituting formal proceedings earlier to avoid the expiration of any applicable
limitations period, to preserve a superior position with respect to other creditors or to seek temporary or preliminary injunctive relief pursuant to Section 6.6 of the Services Agreement. 
  
 II. Arbitration. If the Parties are unable to resolve any Dispute as contemplated by
Section I of this Schedule 6.5 and if such Dispute is not subject to Section 6.6.1 of the Services Agreement, then such Dispute shall be submitted to mandatory and binding arbitration at the election of either Party (the
“Disputing Party”). Except as otherwise provided in this Section II of this Schedule 6.5, the arbitration shall be pursuant to the Commercial Arbitration Rules of the American Arbitration Association (the “AAA”).

  
 (a) To initiate the arbitration, the Disputing Party shall
notify the other Party in writing (the “Arbitration Demand”), which shall (i) describe in reasonable detail the nature of the Dispute, (ii) state the amount of the claim, (iii) specify the requested relief and (iv) name an arbitrator who
(A) has been licensed to practice law in the United States of America for at least ten years, (B) is not then an employee or attorney of either Party or of an Affiliate of either Party, and (c) is experienced in representing clients in connection
with data processing services and mergers and acquisitions (the “Basic Qualifications”). Within 15 days after the other Party’s receipt of the Arbitration Demand, such other Party shall file, and serve on the Disputing Party, a
written statement (i) answering the claims set forth in the Arbitration Demand and including any affirmative defenses of such Party, (ii) asserting any counterclaim, which shall (A) describe in reasonable detail the nature of the Dispute relating to
the counterclaim, (B) state the amount of the counterclaim, and (C) specify the requested relief; and (iii) naming a second arbitrator satisfying the Basic Qualifications. Promptly, but in any event within 15 days thereafter, the two arbitrators so
named will select a third neutral arbitrator from a list provided by the AAA of potential arbitrators who satisfy the Basic Qualifications and who have no past or present relationships with the Parties or their counsel, except as otherwise disclosed
in writing to and approved by the Parties. The arbitration will be heard by a panel of the three arbitrators so chosen (the “Arbitration Panel”), with the third arbitrator so chosen serving as the chairperson of the Arbitration Panel. All
actions of the Arbitration Panel shall be by a majority vote of the arbitrators. 
  

 Schedule 6.5 – Page 1 








 (b) The arbitration hearing shall be held in such neutral location as the Parties may mutually agree.
The Arbitration Panel shall have the power and authority to exclude evidence on grounds of prejudice, immateriality, or redundancy, and no ruling by the Arbitration Panel rejecting evidence on any of these grounds shall be a reason for vacating the
arbitration award. The Party bringing a particular claim or asserting an affirmative defense will have the burden of proof with respect thereto. The arbitration proceedings and all testimony, filings, documents and information relating to or
presented during the arbitration proceedings shall be deemed to be confidential information subject to Section 10 of the Services Agreement. The Arbitration Panel will have no power or authority, under the Commercial Arbitration Rules of the AAA or
otherwise, to relieve the Parties from their agreement hereunder to arbitrate or otherwise to amend or disregard any provision of this Services Agreement, including the provisions of this Section II of this Schedule 6.5. Subject to the
foregoing, the Arbitration Panel will have the authority to grant preliminary and permanent injunctive relief. 
  
 (c) Should an arbitrator refuse or be unable to proceed with arbitration proceedings as called for by this Section II of this Schedule 6.5,
the arbitrator shall be replaced by the Party who selected such arbitrator, or if such arbitrator was selected by the two Party-appointed arbitrators, by such two Party-appointed arbitrators selecting a new third arbitrator in accordance with
Section II(a) of this Schedule 6.5. Each such replacement arbitrator shall satisfy the Basic Qualifications. If an arbitrator is replaced pursuant to this Section II(c) of this Schedule 6.5after the arbitration hearing
has commenced, then a rehearing shall take place in accordance with the provisions of this Section II of this Schedule 6.5 and the Commercial Arbitration Rules of the AAA. 
  
 (d) Within 15 days after the closing of the arbitration hearing, the Arbitration Panel shall prepare and distribute to the
Parties a writing setting forth the Arbitration Panel’s award. The Arbitration Panel’s award must state those reasons (but only those reasons) necessary to support its award. The award and the reasons for the award shall be deemed to be
Confidential Information subject to the confidentiality obligations of the attached Services Agreement. 
  
 (e) The Chairman of the Arbitration Panel is instructed, directed, and commanded to schedule promptly all discovery and other procedural steps and
otherwise to assume case management initiative and control to assure resolution of the Dispute as expeditiously as practicable but in no event more than 365 days after the Arbitration Demand. 
  
 (f) Any award rendered by the Arbitration Panel will be final, conclusive
and binding upon the Parties and any judgment thereon may be entered and enforced in any court of competent jurisdiction. 
  
 (g) Each Party will bear 50% of all fees, costs and expenses of the arbitrators, and notwithstanding any law to the contrary, each Party will bear all
the fees, costs and expenses of its own attorneys, experts and witnesses; provided, however, that in connection with any judicial proceeding to compel arbitration pursuant to this Services Agreement or to enforce any award rendered by
the Arbitration Panel, the prevailing Party in such a proceeding will be entitled to recover reasonable attorneys’ fees and expenses incurred in connection with such proceeding, in addition to any other relief to which it may be entitled.

  
 (h) Prompt disposal of any Dispute is important to the
Parties. The Parties shall conduct resolution of each Dispute expeditiously and shall use their reasonable best efforts to finally dispose of each Dispute within 365 days or less following the Arbitration Demand. 
  
 (i) Time is of the essence of this Schedule 6.5. 
  

 Schedule 2.16.1 – Page 2