<PAGE>
================================================================================
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K/A AMENDMENT NO. 1
(Mark One)
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
FOR THE FISCAL YEAR ENDED DECEMBER 31, 1996
OR
[_] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
FOR THE TRANSITION PERIOD FROM TO
COMMISSION FILE NUMBER 0-27512
CSG SYSTEMS INTERNATIONAL, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
DELAWARE 47-0783182
(STATE OR OTHER JURISDICTION (I.R.S. EMPLOYER
OF INCORPORATION OR ORGANIZATION) IDENTIFICATION NO.)
7887 EAST BELLEVIEW, SUITE 1000
ENGLEWOOD, COLORADO 80111
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES, INCLUDING ZIP CODE)
(303) 796-2850
(REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE)
SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT: NONE
SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT:
COMMON STOCK, PAR VALUE $0.01 PER SHARE
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports) and (2) has been subject to such
filing requirements for the past 90 days. Yes [X] No [_]
Indicate by a check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to
the best of registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to the Form 10-K. [X]
The aggregate market value of the voting stock held by non-affiliates of the
registrant, computed by reference to the last sales price of such stock, as of
the close of trading on March 14, 1997 was $142,362,744.
Shares of common stock outstanding at March 14, 1997: 25,489,822
DOCUMENTS INCORPORATED BY REFERENCE
PORTIONS OF THE REGISTRANT'S PROXY STATEMENT FOR ITS ANNUAL MEETING OF
STOCKHOLDERS TO BE FILED ON OR PRIOR TO APRIL 30, 1997, ARE INCORPORATED BY
REFERENCE INTO PART III OF THE FORM 10-K.
================================================================================
<PAGE>
The undersigned Registrant hereby amends its Annual Report on Form 10-K
for the fiscal year ended December 31, 1996, that was filed by the Registrant
with the Securities and Exchange Commission on March 31, 1997, for the purpose
of filing Exhibit 10.40A and Exhibit 10.40B and amending the Exhibit Index.
SIGNATURES
PURSUANT TO THE REQUIREMENTS OF SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE
ACT OF 1934, THE REGISTRANT HAS DULY CAUSED THIS REPORT TO BE SIGNED ON ITS
BEHALF BY THE UNDERSIGNED, THEREUNTO DULY AUTHORIZED.
Date: August 22, 1997 CSG Systems International, Inc.
By: /s/ Randy R. Wiese
-------------------------
Randy R. Wiese
Controller and Principal
Accounting Officer
<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
------- -----------
<C> <S>
2.01(1) Agreement of Merger among CSG Systems International, Inc., CSG
Acquisition Corporation, Cable Services Group, Inc. and First Data
Resources Inc., dated October 26, 1994
2.02(1) Agreement of Merger among CSG Systems International, Inc., Anasazi
Acquisition Corporation, Anasazi Inc. and First Data Corporation,
dated November 29, 1994
2.03(1) Amendment Agreement between First Data Corporation, First Data
Resources Inc., CSG Systems International, Inc., CSG Systems, Inc.
and Anasazi Inc., dated April 27, 1995
2.04(1) Pre-Merger Loan Agreement among CSG Acquisition Corporation, certain
lenders, and Banque Paribas, as Agent, dated November 30, 1994
2.05(3) Amended and Restated Loan Agreement among CSG Systems, Inc., certain
lenders, and Banque Paribas, as Agent, dated April 26, 1996
2.06(1) Anasazi Inc. Series A and B Preferred Stock Purchase Agreement among
Anasazi Inc. and each of the purchasers listed on the Schedule of
Purchasers attached thereto, dated August 31, 1995
2.07(1) Founder Stock Purchase Agreement between CSG Systems International,
Inc. and Neal C. Hansen, dated November 30, 1994
2.08(1) Founder Stock Purchase Agreement between CSG Systems International,
Inc. and George Haddix, dated November 30, 1994
2.09(1) Founder Performance Stock Purchase Agreement between CSG Systems
International, Inc. and Neal C. Hansen, dated November 30, 1994, and
first and second amendments thereto
2.10(1) Founder Performance Stock Purchase Agreement between CSG Systems
International, Inc. and George Haddix, dated November 30, 1994, and
first and second amendments thereto
2.11(1) Series A Preferred Stock Purchase Agreement among CSG Systems
International, Inc. and the purchasers listed on the Schedule of
Purchasers attached thereto, dated November 30, 1994
2.12(1) Stockholders Agreement among CSG Systems International, Inc. and each
of the investors listed on the Schedule of Investors attached
thereto, dated November 30, 1994
2.13(1) Stockholders Agreement among Anasazi Inc. and each of the investors
listed on the Schedule of Investors attached thereto, dated August
31, 1995
2.14(1) Swap Transaction Cap letter agreements dated December 16, 1994
2.15(1) Consent and Limited Waiver dated as of January 4, 1996, by and among
CSG Systems, Inc., the Company, and Banque Paribas, as Agent
2.16(2) Share Purchase Agreement among Cray Systems Ltd., Digital Equipment
Company Ltd. and CSG Systems International, Inc. dated June 28, 1996
2.17(2) Administration and Development Services Agreement between Cray
Systems Ltd. and Bytel Limited dated June 28, 1996
2.18(4) First Amendment and Limited Waiver, dated August 14, 1996, to the
Amended and Restated Loan Agreement among CSG Systems, Inc., certain
lenders and Banque Paribas, as Agent
3.01(1) Restated Certificate of Incorporation of the Company
3.02(1) Restated Bylaws of the Company
4.01(1) Form of Common Stock Certificate
10.01(1) CSG Systems International, Inc. 1995 Incentive Stock Plan
10.02(1) CSG Employee Stock Purchase Plan
10.03(1) CSG Systems International, Inc. 1996 Stock Incentive Plan
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
------- -----------
<C> <S>
10.04(1) Employee Performance Stock Purchase Agreement between CSG Systems
International, Inc. and George Haddix, dated August 17, 1995, and
first amendment thereto
10.05(1) Employee Restricted Stock Purchase Agreement between CSG Systems
International, Inc. and John P. Pogge, dated March 6, 1995
10.06(1) Employee Performance Stock Purchase Agreement between CSG Systems
International, Inc. and John P. Pogge, dated March 6, 1995, and
first and second amendments thereto
10.07(1) Employee Performance Stock Purchase Agreement between CSG Systems
International, Inc. and John P. Pogge, dated May 16, 1995, and
first and second amendments thereto
10.08(1) Employee Restricted Stock Purchase Agreement between CSG Systems
International, Inc. and David I. Brenner, dated February 14, 1995
10.09(1) Employee Performance Stock Purchase Agreement between CSG Systems
International, Inc. and David I. Brenner, dated February 14, 1995,
and first and second amendments thereto
10.10(1) Employee Performance Stock Purchase Agreement between CSG Systems
International, Inc. and David I. Brenner, dated May 16, 1995, and
first and second amendments thereto
10.11(1) Registration Rights Agreement among CSG Systems International, Inc.
and the purchasers listed on the Schedule of Purchasers attached
thereto, dated November 30, 1994
10.12(1) Guaranty by CSG Systems International, Inc. in favor of certain
lenders and Banque Paribas, as Agent, dated November 30, 1994
10.13(1) Registration Rights Agreement among Anasazi Inc. and the purchasers
listed on the Schedule of Purchasers attached thereto, dated August
31, 1995
10.14(1) Employment Agreement with Neal C. Hansen
10.15(1) Employment Agreement with George F. Haddix
10.16(1) Indemnification Agreements between CSG Systems International, Inc.
and its directors and certain officers
10.17(1) Lease, Assignment and Acceptance of Lease, Assignment and Assumption
of Lease, and First Amendment to Lease respecting facility at 2525
North 117th Avenue, Omaha, Nebraska
10.18(1) Lease, Assignment and Assumption of Leases, and Lease Amendment
respecting facility at 14301 Chandler Road, Omaha, Nebraska
10.19(1) Lease and Sublease respecting facility at 4949 Pearl East Circle,
Boulder, Colorado
10.20(1) Lease and Sublease respecting facility at 5251 DTC Parkway,
Englewood, Colorado
10.21(1)* Services Agreement between First Data Technologies, Inc. and Cable
Services Group, Inc., dated October 26, 1994
10.22(1)* Subscriber Billing Service Agreement between First Data Resources
Inc. and TCI Cable Management Corporation, dated April 29, 1992,
and Addendum to the Subscriber Billing Service Agreement, dated
April 8, 1994
10.23(1)* Subscriber Billing Service Agreement between Paragon Communications
and First Data Resources Inc. dated January 1, 1989, and the first
amendment thereto, and Consent to Assignment and Delegation
10.24(1)* Subscriber Billing Service Agreement between Time Warner Cable and
First Data Resources Inc. dated October 27, 1993, and first and
second amendments thereto
10.25(1)* Subscriber Billing Service Agreement between American Cablevision of
Coronado and First Data Resources Inc. dated January 5, 1990, and
the first amendment thereto
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
------- -----------
<C> <S>
10.26(1)* Subscriber Billing Service Agreement between Southwestern Cable TV
and First Data Resources Inc. dated October 1, 1985, and amendments
thereto
10.27(1)* Subscriber Billing Service Agreement between First Data Resources
Inc. and Manhattan Cable Television, Inc. dated September 25, 1991
10.28(1)* Subscriber Billing Service Agreement between First Data Resources
Inc. and Cablevision Industries Corporation, and addenda one, two
and three thereto
10.29(1)* Subscriber Billing Service Agreement between Warner Cable
Communications, Inc. and First Data Resources Inc. dated July 1,
1991, the first and second amendments thereto, and consents to
assignment and delegation with respect thereto
10.30(1)* Subscriber Billing Service Agreement between Time Warner Cable and
First Data Resources Inc. dated October 18, 1993
10.31(1)* Subscriber Billing Service Agreement between Cable Services Group,
Inc. and Time Warner Cable of New York dated December 9, 1994, and
addenda one and two thereto
10.32(1)* Subscriber Billing Service Agreement between Cable Services Group,
Inc. and Time Warner Programming Co. dated April 30, 1994
10.33(1)* Subscriber Billing Service Agreement between Paragon Communications
and First Data Resources Inc. dated March 9, 1989, and First
Amendment thereto dated June 30, 1993, and Consent to Assignment
and delegation dated March 1, 1994
10.34(1)* Subscriber Billing Service Agreement between KBLCOM Inc. and First
Data Resources Inc. dated June 20, 1989, Consent to Assignment and
Delegation dated January 1, 1994, and Addendum I to Subscriber
Billing Service Agreement dated July 27, 1994
10.35(1)* Subscriber Billing Service Agreement between Paragon Communications
and First Data Resources Inc. dated April 14, 1989, and First
Amendment thereto dated December 20, 1991, and Consent to
Assignment and Delegation dated January 1, 1994
10.36(1)* Subscriber Billing Service Agreement between Paragon Communications
Inc. and First Data Resources Inc. dated March 1, 1989, the first,
second, third and fourth amendments thereto, and Consent to
Assignment and Delegation
10.37(1)* Printing and Mailing Services Agreement between CSG Systems, Inc.
and PageMart, Inc., dated August 29, 1995
10.38(1)* First Amendment to Services Agreement between First Data
Technologies, Inc. and CSG Systems, Inc. dated December 8, 1995,
and Second Amendment to Services Agreement between First Data
Technologies, Inc. and CSG Systems, Inc. dated January 30, 1996
10.39 CSG Systems, Inc. Wealth Accumulation Plan, as amended November 14,
1996 (previously filed as and incorporated by reference to Exhibit
10.38 to the Registrant's Quarterly Report on Form 10-Q for the
period ended September 30, 1996)
10.40(5)* Amended and Restated Services Agreement between First Data
Technologies, Inc. and CSG Systems, Inc., formerly known as Cable
Services Group, Inc., dated December 31, 1996
10.40A Schedules 2.11, 2.14, 5.3 and 6.4 and Exhibit 9(a) to Schedule 5.6
to Amended and Restated Services Agreement between First Data
Technologies, Inc. and CSG Systems, Inc., formerly known as Cable
Services Group, Inc., dated December 31, 1996.
10.40B(P) Schedules 1.21 and 1.47 and Exhibit A to Schedule 5.6 to Amended and
Restated Services Agreement between First Data Technologies, Inc.
and CSG Systems, Inc., formerly known as Cable Services Group, Inc.,
dated December 31, 1996.
10.41(5) Third Amendment to Subscriber Billing Service Agreement between CSG
Systems, Inc. and TCI Cable Management Corporation, dated March 1,
1996
10.42(5) Fourth Amendment to Subscriber Billing Service Agreement between CSG
Systems, Inc. and TCI Cable Management Corporation, dated March 29,
1996
10.43(5) Fifth Amendment to Subscriber Billing Service Agreement between CSG
Systems, Inc. and TCI Cable Management Corporation, dated September
30, 1996
11.01(5) Statement re: Computation of Per Share Earnings
21.01(5) Subsidiaries of the Company
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
------- -----------
<C> <S>
23.01(5) Consent of Arthur Andersen LLP
24.01(5) Power of Attorney
27.01(5) Financial Data Schedule (EDGAR Version Only)
99.01(5) Safe Harbor for Forward-Looking Statements Under the Private
Securities Litigation Reform Act of 1995--Certain Cautionary
Statements and Risk Factors
</TABLE>
- --------
(1) Incorporated by reference to the exhibit of the same number to the
Registration Statement No. 333-244 on Form S-1.
(2) Incorporated by reference to the exhibit of the same number to the
Registrant's Current Report on Form 8-K dated July 9, 1996.
(3) Incorporated by reference to the exhibit of the same number to the
Registrant's Quarterly Report on Form 10-Q for the period ended June 30,
1996.
(4) Incorporated by reference to the exhibit of the same number to the
Registrant's Quarterly Report on Form 10-Q for the period ended September
30, 1996.
(5) Previously filed
* Portions of the exhibit have been omitted pursuant to an application for
confidential treatment, and the omitted portions have been filed separately
with the Commission.
<PAGE>
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 the Comdisco Recovery Center
in North Bergen, New Jersey, 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 forty-eight (48) consecutive hours.
The vital data processing services to CSG shall be made available by
means of communication between North Bergen, New Jersey, and selected
terminals in FDT's current network. The capacity of the Comdisco
facility 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 Comdisco site. In the event
that it is determined that vital services can be resumed within forty-
eight (48) 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 Comdisco. If it is
determined that vital services cannot be resumed within forty-eight
(48) 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 North
Bergen site 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
Schedule 2.11 - Page 1
<PAGE>
days to handle the anticipated load during a protracted remote-
processing period.
Operation of the Comdisco remote facility will be handled entirety by
FDT personnel. A Disaster Recovery Management Team (DRMT), composed
of management in each of six (6) functional areas, will direct travel
to North Bergen 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 Comdisco data 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:
- Operations Manager contacts the Executive Vice President of FDT
Data Center Operations that a potential disaster has occurred.
- The EVP will contact all direct reports and the Disaster Recovery
Coordinator.
- The DRM Team will perform a damage assessment and report a
recommendation.
- If the recommendation is to declare a Disaster, the EVP must
contact the EVP of ISD for approval.
- Declare a Declared Disaster by contacting the Hotsite and off-site
vendors.
- Notify and mobilize teams to appropriate locations.
- Reload system at Hotsite by restoring system software and customer
data.
- Activate back-up telecommunications lines and make necessary
hardware/software connections.
- Activate CICS regions and perform required operational functions.
- If necessary, prepare to use Coldsite if outage is greater than six
(6) weeks.
- Order, install and test hardware at Coldsite.
Schedule 2.11 - Page 2
<PAGE>
- Migrate FDT Data Center to Coldsite.
- Rebuild FDT Data Center by ordering, installing and testing
hardware at such location.
- Migrate data center to FDT Data Center.
- Write management summary.
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 Comdisco. 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. 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.
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 Comdisco.
Schedule 2.11 - Page 3
<PAGE>
SCHEDULE 2.14
CONFIDENTIALITY AGREEMENT
-------------------------
See attached.
Schedule 2.14 - Page 1
<PAGE>
CONFIDENTIALITY AGREEMENT
This Confidentiality Agreement, made this ____ day of ___________,
19__, is by and between CSG Systems, Inc., 2525 N. 117th Avenue, Omaha, Nebraska
68164 ("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) and 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:
Schedule 2.14 - Page 2
<PAGE>
(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; and
(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; and
(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; and
(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; and
(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; and
(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;
or
(B) Was lawfully received by the Participant from a third party
free of any obligation of confidence to such third party; or
(C) Was already in the possession of the Participant prior to
receipt thereof, directly or indirectly, from CSG; or
Schedule 2.14 - Page 3
<PAGE>
(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.
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. 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
<PAGE>
IN WITNESS WHEREOF, the parties have executed this Agreement as of the date
first written above.
Participant CSG SYSTEMS, INC.
By:___________________________ By:___________________________
Name:_________________________ Name:_________________________
Title:________________________ Title:________________________
Schedule 2.14 - Page 5
<PAGE>
SCHEDULE 5.3
EXISTING FDT PROPRIETARY SOFTWARE
---------------------------------
COBVLSR FDRSORT FDSSECUR PROCPRNT
FDRAITCT FDRSPOOL FDSTDATA PROCSCAN
FDRALLOC FDRTRACE GETVOL SETSSI
FDRCBCTO FDRTSP GETVOLS SPLRPRGEZ
FDRCMCTO FDSACF HPFILPGM TSG@@WTR
FDRCOMPR FDSCOBAL HPRPTPGM VSAMLOAD
FDRNULL FDSCOTRM OPTPRINT WTOR
FDROPID FDSICTL PDSPRINT ZIPBARCD
FDRSNP FDSSART
In addition, see Team 35 Software description on attached list.
<PAGE>
SCHEDULE 6.4
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 6.4 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 6.5 of the Services
-----------
Agreement.
II. Arbitration. If the Parties are unable to resolve any Dispute as
-----------
contemplated by Section I of this Schedule 6.4 and if such Dispute is not
------------------------------
subject to Section 6.5.1 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 6.4, 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
Schedule 6.4 -- Page 1
<PAGE>
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.
(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 6.4.
-------------------------------
(c) Should an arbitrator refuse or be unable to proceed with
arbitration proceedings as called for by this Section II of Schedule 6.4, 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 6.4. Each such replacement arbitrator shall
- ----------------------------------
satisfy the Basic Qualifications. If an arbitrator is replaced pursuant to this
Section II(c) of this Schedule 6.4 after the arbitration hearing has commenced,
- ----------------------------------
then a rehearing shall take place in accordance with the provisions of this
Section II of Schedule 6.4 and the Commercial Arbitration Rules of the AAA.
- --------------------------
Schedule 6.4 -- Page 2
<PAGE>
(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 judgement 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 6.4.
-------------
Schedule 6.4 -- Page 3
<PAGE>
EXHIBIT 9(A)
------------
DISPUTE RESOLUTION PROCEDURES
-----------------------------
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 License 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 Exhibit 9(a) 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 to preliminary injunctive relief pursuant to Section
-------
9(b) of the License Agreement.
----
II. Arbitration. If the Parties are unable to resolve any Dispute as
-----------
contemplated by Section I of this Exhibit 9(a) and if such Dispute is
------------------------------
not subject to Section 9(b) of the License 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 Exhibit 9(a), 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
EXHIBIT 9(a) TO SCHEDULE 5.6 - PAGE 1
<PAGE>
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.
(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 5 of the License
---------
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 License
Agreement, including the provision of this Section II of this Exhibit
--------------------------
9(a).
----
(c) Should an arbitrator refuse or be unable to proceed with
arbitration proceedings as called for by this Section II of Exhibit
---------------------
9(a), 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 Exhibit 9(a). Each such replacement arbitrator shall satisfy the
-----------------
Basic Qualifications. If an arbitrator is replaced pursuant to this
Section II(c) of this Exhibit 9(a) after the arbitration hearing has
----------------------------------
commenced, then a rehearing shall take place in accordance with the
provisions of this Section II of Exhibit 9(a) 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
EXHIBIT 9(a) TO SCHEDULE 5.6 - PAGE 2
<PAGE>
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 License 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 judgement 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 License
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 Exhibit 9(a).
------------
EXHIBIT 9(a) TO SCHEDULE 5.6 - PAGE 3
