Common use of Adjustment to Fees Clause in Contracts

Adjustment to Fees. Effective January 1 of each year of the Term, fees included in this Agreement shall be increased annually by an amount equal to the ****** **: (1) ***** ******* (**), or (2) the ******* ******* ** *** ******** ****** ****** (******** ** *** ***** **** ** ******** ** *** **** ******* ****), ***** ** ***’* ******, of the ********* (“***”) ********* ***** ****** ***** ********** *** ****** ******** ********** ********* ** *** **** ********** ** ***** ** *** ********* ***** (“Annual Adjustment to Fees”). The Annual Adjustment to Fees shall be communicated to the Customer no later than December 1 of the preceding year, but in no event shall Customer be relieved of the increase should CSG fail to provide timely notice described herein. The Annual Adjustment to Fees applies to the fees set forth in this Agreement, with the following exceptions: a) The ******* ***, as set forth in Schedule F, Section *** entitled “**********”. The annual fee adjustments for these Services have already been considered within the structure of the pricing tables, and thus, no Annual Adjustment to Fees is applicable for these items. b) The ***** ******* *** *** ***, as set forth in Schedule F, Section *** entitled “***** ******* *** *** *** ***********” until ******** *** ****. Thereafter, the ***** ******* *** *** fee shall be subject to a ***** ****** ********** ** **** ********* ******* ** ****, and for each applicable year thereafter. There is ** ****** ********** *** **** **** ***** ** ******* ** ****. c) The **** **** **** ********* *********, as set forth in Schedule F, Section *** entitled “**** **** **** ********* *********”. There is no Annual Adjustment to Fees for this item during the Term of the Agreement. d) The ********* *********** ***, as set forth in Schedule F, Section ***. entitled “****** ********* (***** *** ****)”, subsection ***. entitled “********* *********** ***”. There is no Annual Adjustment to Fees for this item during the Term of the Agreement. e) The ***** *** *********, as set forth in Schedule F, Section ***. entitled “****** ********* (***** *** ****)”, subsection ***. entitled “***** *** *********”. There is no Annual Adjustment to Fees for this item during the Term of the Agreement. CSG may increase the fees payable by Customer for ***** *** ********* (“*********”) at any time based upon the ****** ** a) ********** ******* ** ********* ***** **** *** ** ****** ***** ** *** **** *** ********* ******* or b) ****. For the purpose of determining ********* fee increases, “****” shall mean the ******** **** ******** ** * ******* ***** ******** ***** ********* ** **** *** **** *** ***** *** ***** ******* ***** ******* ****** ***** ******* *** *** ******* *** ******** ***** ***** * ******** ********* ******** *** ******* ***** ****** *** **** ****** ************ (** ******* *** ***), *** *** **** **** ******** ** *** ********. In addition, the Parties agree that in the event CSG sells all or substantially all of its stock or assets, or is under the control of an acquiring entity, any increase in the fees for ********* ***** ** ***** **** *** ****** of a) ********** ******* ** ********* ***** **** *** ** ****** ***** ** *** **** *** ********* *******, or b) ****, or c) *** ******* (**). In the event the **** is replaced, the Parties will discuss in good faith a replacement measure. f) The ******* ********** ***, as set forth in Schedule F, Section ***** entitled “******* ********** ***” shall not be adjusted under this Section 5.4 until **** *** ****. Thereafter, the ******* ********** Fee shall be subject to Annual Adjustment to Fees effective **** ** ****, and for each applicable Contract Year thereafter through the Term of the Agreement, including any extensions thereof. g) The ******** ******* ****** **** *** *** *** ***** ********* *********** *** *****, as set forth in Schedule F, Section *** entitled “******** ******* ****** **** *** *** *** ***** ********* *********** *** *****”. There is no Annual Adjustment to Fees for this item during the Term of the Agreement. 5. Amendment to Article 6 (Termination) *** Confidential Treatment Requested and the Redacted Material has been separately filed with the Commission. (a) The Agreement is amended by deleting subsections 3 and 4 of Section 6.2 C. in their entirety and replacing them with the following: (b) The Agreement is amended by deleting subsection 3 and 4 of Section 6.2 D. in their entirety and replacing them with the following:

Adjustment to Fees. Effective January 1 of each year of The Parties acknowledge and agree that (i) the Term, fees included set forth in this Agreement shall be increased annually by an amount equal to the are current as of [******* ** *: (1) ***, and include the ****** ******* (**), or ** ** **** applicable as of such date; (2ii) the fees set forth in this Agreement do not reflect the fees that were in effect for the period beginning upon the ********* **** and ending ******** *** **** ****** **** *** ** *** ***** ** *** ******** ****** ****** (******** ** *** ***** **** ** ******** ** *** **** ******* ****), ***** ** ***’* ******, of ; and (iii) the ********* (“***”) ********* ***** ****** ***** ********** *** ****** ******** ********** ********* ** *** **** ********** ** ***** ** *** ********* ***** (“Annual Adjustment to Fees”). The Annual Adjustment to Fees shall be communicated to the Customer no later than December 1 of the preceding year, but in no event shall Customer be relieved of the increase should CSG fail to provide timely notice described herein. The Annual Adjustment to Fees applies to the fees set forth in this Agreement, with the following exceptions: a) The ******* ***, as set forth in Schedule F, Section *** entitled “**********”. The annual fee adjustments for these Services have already been considered within the structure of the pricing tables, and thus, no Annual Adjustment to Fees is applicable for these items. b) The ***** ******* *** *** ***, as set forth in Schedule F, Section *** entitled “***** ******* *** *** *** ***********” until ******** *** ****. Thereafter, the ***** ******* *** *** fee shall be subject to a ***** next ****** ********** ** **** under this Agreement shall not occur until ******* ** ****]. Effective [******* ** ****], and for each year during the Term, all fees included in this Agreement, except [********* as defined below, shall be increased ******** by the lesser of (x) ****** ******* (***) of an amount equal to the ******* ******* ** ****, and for each applicable year thereafter. There is ** ****** **of the ******** *** **** **** ***** ** ******* ** ****. c) The **** **** **** ********* *********, as set forth in Schedule F, Section *** entitled “**** **** **** ********* *********”. There is no Annual Adjustment to Fees for this item during the Term of the Agreement. d) The ********* *********** ***, as set forth in Schedule F, Section ***. entitled “****** ********* (***** *** ****)”, subsection ***. entitled “********* *********** ***”. There is no Annual Adjustment to Fees for this item during the Term of the Agreement. e) The ***** *** *********, as set forth in Schedule F, Section ***. entitled “****** ********* (***** *** ****)”, subsection ***. entitled “***** *** *********”. There is no Annual Adjustment to Fees for this item during the Term of the Agreement. CSG may increase the fees payable by Customer for ***** *** ********* (“*********”) at any time based upon the ****** ** a) ********** ******* ** ********* ***** **** *** ** ****** ***** ** *** **** *** ********* ******* or b) ****. For the purpose of determining ********* fee increases, “****” shall mean the ******** **** ******** ** * *], prior to CSG’s notice, of the published (“CPI”) Consumers Price Index, All Urban Consumers, All Items, U.S. City Average 1982-1984, published by the U.S. Department of Labor or any successor index (“[****** ***** ******** ***** ********* ** **** *** **** *** ***** *** Adjustment to Fees”) or (y) ***** ******* ***** ]. The [******* ****** ***** ******* *** *** ******* *** ******** ***** ***** * ******** ] Adjustment to Fees shall be communicated to Customer no later than [********* ] of the preceding year, provided, however, that the failure to provide timely notice of the [******] Adjustment to Fees will not relieve Customer of the [******] Adjustment to Fees, except that such [******] Adjustment to Fees will be effective prospectively from the later of [******** *** ******* ***** ****** *** **** ****** ************ (** ******* *** ***), *** *** **** **** ******** ** *** ********] or the actual date that such notice is provided. In addition, the Parties agree that in the event CSG sells all or substantially all of its stock or assets, or is under the control of an acquiring entity, any increase in may modify the fees payable by Customer for [********* ***** ** ***** **** *** ****** of a) ********** ******* ** ********* ***** **** *** ** ****** ***** ** *** **** *** ********* *******, or b) ****, or c) *** ******* (**). In the event the at any time equal to **** is replaced, the Parties will discuss in good faith a replacement measure. f) The ******* ********* to ********* ***, as set forth in Schedule F, Section ** that may be ****** entitled “***** to *** from its ********* *******]. For avoidance of doubt, such fees payable by Customer for [********* shall *** ** ******* to *** ***** ********** ***” shall not be adjusted under this Section 5.4 until **** *** ****. Thereafter, the ******* ********** Fee shall be subject to Annual Adjustment to Fees effective **** ** ****, and for each applicable Contract Year thereafter through the Term of the Agreement, including any extensions thereof. g) The ******** ******* ****** **** *** *** *** ***** section 5.3 other than ********* ************ to ***** *****, as set forth in Schedule F, Section ** of the ********* entitled “as described herein. In addition, CSG agrees to **** ******* to ******** the ****** of *** ********** ******** in ********* ***** that may be ******** to *** **** its ******** *******. Customer will be notified in writing (e-mail shall suffice) of any ********* ***** ********* or ********* no less than ****** **** ****] prior to the application of such change. CSG will provide to Customer, no later than the last day of [******** of each year during the Term, * ***** **** reflecting the ************ ***** for **** *****”. There is no Annual ** and *******] included in Schedule F. However, the prices described in Schedule F, as adjusted in accordance with this Section 5.3 and reflected on the [******] Adjustment to Fees for this item during Fees, shall govern in the Term event of a discrepancy in the Agreement. 5. Amendment to Article 6 (Termination) [***** Confidential Treatment Requested ****] and any of the foregoing. If CSG or Customer determines that it has any inquiries or problems or believes there are errors or discrepancies with respect to any amounts identified in the [***** ****], either party shall notify the other party (e-mail shall suffice) and the Redacted Material has been separately filed with parties shall discuss such discrepancy and come to resolution within [****** **** ****] of the Commissiondate of such discrepancy notice. (a) The Agreement is amended by deleting subsections 3 and 4 of Section 6.2 C. in their entirety and replacing them with the following: (b) The Agreement is amended by deleting subsection 3 and 4 of Section 6.2 D. in their entirety and replacing them with the following:

Adjustment to Fees. Effective January ******* 1 of each year of the Term, all fees included in this Agreement Agreement, except Materials as defined below, shall be increased annually ******** by an amount equal to the ****** **: of (1x) ***** ******* percent (**), or (2%) of an amount equal to the ******* ******* ** of the *** ******** ****** ****** (**) ******, prior to CSG’s notice, of the published (“CPI”) Consumers Price Index, All Urban Consumers, All Items, U.S. City Average 1982-1984, published by the U.S. Department of Labor or any successor index (“****** ** *** Adjustment to Fees”) or (y) ***** percent (*%). The ****** ** Adjustment to Fees shall be communicated to Customer no later than ******** ** 1 of the preceding year, provided, however, that the failure to provide timely notice of the *** **** Adjustment to Fees will not relieve Customer of the ****** Adjustment to Fees, except that such ****** Adjustment to Fees will be effective prospectively from the later of ******* 1 or the actual date that such notice is provided. CSG may modify the fees payable by Customer for paper and envelopes (“Materials”) at any time equal to ********** ****), ***** ** ***’* ******, of the ********* (“***”) to ********* ***** that may be ****** ***** to *** from its ********* *******. For avoidance of doubt, such fees payable by Customer for ********* shall *** ** ******* to *** ***** ********** under this section 5.3 ***** than ********* ************ to ***** ******* of the ********* as described herein. In addition, CSG agrees to Execution Copy **** ******* to ******** the ****** of *** ********** ********* ** *** **** ********** ** ***** ** *** in ********* ***** (“Annual Adjustment to Fees”). The Annual Adjustment to Fees shall that may be communicated to the Customer no later than December 1 of the preceding year, but in no event shall Customer be relieved of the increase should CSG fail to provide timely notice described herein. The Annual Adjustment to Fees applies to the fees set forth in this Agreement, with the following exceptions: a) The ******* ***, as set forth in Schedule F, Section *** entitled “**********”. The annual fee adjustments for these Services have already been considered within the structure of the pricing tables, and thus, no Annual Adjustment to Fees is applicable for these items. b) The ***** ******* *** *** ***, as set forth in Schedule F, Section *** entitled “***** ******* *** *** *** ***********” until ******** *** ****. Thereafter, the ***** ******* *** *** fee shall be subject to a ***** ****** ********** ** **** ********* ******* ** ****, and for each applicable year thereafter. There is ** ****** ********** *** **** **** ***** ** ******* ** ****. c) The **** **** **** *its ******** *******. Customer will be notified in writing (e-mail shall suffice) of any **, as set forth in Schedule F, Section *** entitled “**** **** **** ********* *********”. There is no Annual Adjustment to Fees for this item during the Term of the Agreement. d) The ********* *********** ***, as set forth in Schedule F, Section ***. entitled “****** ********* (***** *** ****)”, subsection ***. entitled “********* *********** ***”. There is no Annual Adjustment to Fees for this item during the Term of the Agreement. e) The ***** *** *********, as set forth in Schedule F, Section ***. entitled “****** ********* (***** *** ****)”, subsection ***. entitled “***** *** *********”. There is no Annual Adjustment to Fees for this item during the Term of the Agreement. CSG may increase the fees payable by Customer for ***** *** ********* (“*********”) at any time based upon the ****** ** a) ********** ******* ** ********* ***** **** *** ** ****** ***** ** *** **** *** ********* ******* or b) ****. For the purpose of determining ********* fee increases, “****” shall mean the ******** **** ******** ** * ******* ***** ******** ***** ********* ** **** *** **** *** ***** *** ***** ******* ***** ******* ****** ***** ******* *** *** ******* *** ******** ***** ***** * ******** or ********* no less than ****** (**) **** prior to the application of such change. CSG will provide to Customer, no later than the last day of ******** of each year during the Term, a *** ******* ***** ****** *** **** ****** ************ (** ******* *** ***), *** *** **** **** ******** ** *** the ********. In addition, the Parties agree that in the event CSG sells all or substantially all of its stock or assets, or is under the control of an acquiring entity, any increase in the fees for ********* ***** ** ***** **** *** ****** of a) ******for **** ******* and ******* included in Schedule F. However, the prices described in Schedule F, as adjusted in accordance with this Section 5.3 and reflected on the Annual Adjustment to Fees, shall govern in the event of a discrepancy in the ***** ***** and any of the foregoing. If CSG or Customer determines that it has any inquiries or problems or believes there are errors or discrepancies with respect to any amounts identified in the ***** ***** **** *** ** ****** ***** ** *** **** *** ********* *******, or beither party shall notify the other party (e-mail shall suffice) ****, or c) *** *and the parties shall discuss such discrepancy and come to resolution within ****** (**). In the event the ) **** is replaced, the Parties will discuss in good faith a replacement measure. f) The ******* ********** ***, as set forth in Schedule F, Section ***** entitled “******* ********** ***” shall not be adjusted under this Section 5.4 until **** *** ****. Thereafter, the ******* ********** Fee shall be subject to Annual Adjustment to Fees effective **** ** ****, and for each applicable Contract Year thereafter through the Term of the Agreement, including any extensions thereofdate of such discrepancy notice. g) The ******** ******* ****** **** *** *** *** ***** ********* *********** *** *****, as set forth in Schedule F, Section *** entitled “******** ******* ****** **** *** *** *** ***** ********* *********** *** *****”. There is no Annual Adjustment to Fees for this item during the Term of the Agreement. 5. Amendment to Article 6 (Termination) *** Confidential Treatment Requested and the Redacted Material has been separately filed with the Commission. (a) The Agreement is amended by deleting subsections 3 and 4 of Section 6.2 C. in their entirety and replacing them with the following: (b) The Agreement is amended by deleting subsection 3 and 4 of Section 6.2 D. in their entirety and replacing them with the following:

Adjustment to Fees. Effective January 1 of each year of the Term, all fees included in this Agreement Agreement, except ********* as defined below, shall be increased annually ******** by the ****** of (x) ****** ******* (**%) of an amount equal to the ******* **: ***** of the ******** ****** (1**) ******, prior to CSG’s notice, of the published (“CPI”) Consumers Price Index, All Urban Consumers, All Items, U.S. City Average 1982-1984, published by the U.S. Department of Labor or any successor index (“Annual Adjustment to Fees”) or (y) ***** ******* (**%), or (2) the ******* ******* ** *** . The Annual Adjustment to Fees shall be communicated to Customer no later than ******** ****** ****** (******** ** *** ***** **** ** ******** ** *** **** ******* ****), ***** ** ***’* ******, of the ********* (“***”) ********* ***** ****** ***** , provided, however, that the failure to provide timely notice of the Annual Adjustment to Fees will not relieve Customer of such Annual Adjustment to Fees, except that such Annual Adjustment to Fees will be effective prospectively from the later of January 1, or the actual date of such notice. Except for ********** *** **, CSG agrees to not make an adjustment to fees as provided in this section 5.3 for the **** ******** ********** ********* ** *** **** ********** ** ***** ** *** ********* ***** (“Annual Adjustment to Fees”). The Annual Adjustment to Fees shall be communicated to the Customer no later than December 1 of the preceding year, but in no event shall Customer be relieved of the increase should CSG fail to provide timely notice described herein. The Annual Adjustment to Fees applies to the fees set forth in this Agreement, with the following exceptions: a) The ******* ***, as set forth in Schedule F, Section *** entitled “**********”. The annual fee adjustments for these Services have already been considered within the structure of the pricing tables, and thus, no Annual Adjustment to Fees is applicable for these items. b) The ***** ******* *** *** ***, as set forth in Schedule F, Section *** entitled “***** ******* *** *** *** ***********” until ******** *** ****. Thereafter, the ***** ******* *** *** fee shall be subject to a ***** ****** ********** ** **** ********* ******* ** ****, and for each applicable year thereafter. There is ** ****** ********** *** **** **** ***** ** ******* ** ****. c) The **** **** **** ********* *********, as set forth in Schedule F, Section *** entitled “**** **** **** ********* *********”. There is no Annual Adjustment to Fees for this item during the Term of the Agreement. d) The ********* *********** ***, as set forth in Schedule F, Section ***. entitled “****** ********* (***** *** ****)”, subsection ***. entitled “********* *********** ***”. There is no Annual Adjustment to Fees for this item during the Term of the Agreement. e) The ***** *** *********, as set forth in Schedule F, Section ***. entitled “****** ********* (***** *** ****)”, subsection ***. entitled “***** *** *********”. There is no Annual Adjustment to Fees for this item during the Term of the Agreement. CSG may increase modify the fees payable by Customer for ***** *** ********* (“*********”**) at any time based upon the ****** ** a) to ********** ******* *** to ********* ***** **** *** ** that may be ****** ***** ** to *** **** *** its ********* ******* or b) ****. For the purpose avoidance of determining doubt, such fees payable by Customer for ********* fee increases, “shall not be subject to any other adjustment under this section 5.3 other than increases ****” shall mean ******** to ***’* ******* of the ********* as described herein. In addition, CSG agrees to **** ******* to ******** the ****** of *** ********** ******** in ** * ******** ***** that may be ******** to *** **** its ******** *******. Customer will be notified in writing (e-mail shall suffice) of any ********* ***** ********* ** **** *** **** *** ***** *** ***** ******* ***** ******* ****** ***** ******* *** *** ******* *** ******** ***** ***** * ******** or ********* ******** *** ******* ***** ****** *** **** ****** ************ (** ******* *** ***), *** *** **** **** ******** ** *** ********. In addition, the Parties agree that in the event CSG sells all or substantially all of its stock or assets, or is under the control of an acquiring entity, any increase in the fees for ********* ***** ** ***** **** *** ****** of a) ********** ******* ** ********* ***** **** *** ** ****** ***** ** *** **** *** ********* *******, or b) ****, or c) *** *no less than ****** (**). In the event the ) **** is replaced, prior to the Parties will discuss in good faith a replacement measureapplication of such change. f) The ******* ********** ***, as set forth in Schedule F, Section ***** entitled “******* ********** ***” shall not be adjusted under this Section 5.4 until **** *** ****. Thereafter, the ******* ********** Fee shall be subject to Annual Adjustment to Fees effective **** ** ****, and for each applicable Contract Year thereafter through the Term of the Agreement, including any extensions thereof. g) The ******** ******* ****** **** *** *** *** ***** ********* *********** *** *****, as set forth in Schedule F, Section *** entitled “******** ******* ****** **** *** *** *** ***** ********* *********** *** *****”. There is no Annual Adjustment to Fees for this item during the Term of the Agreement. 5. Amendment to Article 6 (Termination) *** Confidential Treatment Requested and the Redacted Material has been separately filed with the Commission. (a) The Agreement is amended by deleting subsections 3 and 4 of Section 6.2 C. in their entirety and replacing them with the following: (b) The Agreement is amended by deleting subsection 3 and 4 of Section 6.2 D. in their entirety and replacing them with the following:

Adjustment to Fees. Effective January 1 of each year CSG shall not adjust any of the Term, fees included specified in this Agreement shall be increased annually by an amount equal to the until June 1, 2009. Thereafter, upon ****** (**: ) days prior written notice, CSG may increase such fees as follows: (a) as a one-time only increase effective June 1) , 2009, CSG may increase the ***** ******** (**)**** by an amount equal to *****%; provided that in the event that Customer has not converted at least **% of the Estimated Convertible Subscribers, or (2) as adjusted, by December 1, 2009, and if such failure to convert at least such amount is principally due to delays caused by Customer, such increase may be retroactively applied to June 1, 2009, in an amount equal to ****%. CSG may *** ******** the ***** ******** ****** in *** **** during the **** ***** **** ****. For purposes of this Section 5.3(a), the “Estimated Convertible Subscribers” shall be ********* as of the Effective Date (the “Initial Estimated Convertible Subscribers”) and shall be adjusted as follows: (i) If between the Effective Date and the date immediately preceding the first conversion under Section 12.3(a), or November 30, 2009, whichever comes first, the number the Customer’s subscribers that remain subject to the conversion requirements of Section 12.3(a) is **** than **% of or ******* than ***% of the Initial Estimated Convertible Subscribers, then the Estimated Convertible Subscribers shall be ******** to ***** such number of Customer’s subscribers that ****** subject to such conversion requirements; (ii) The number of Estimated Convertible Subscribers will further be ******** to reflect *** ************ by Customer occurring on or after the relevant date under clause (i) above and prior to December 1, 2009; and (iii) For purposes of this Section 5.3(a), in no event will the number of Estimated Convertible Subscribers be **** than *********, as adjusted in accordance with Section 5.3(a)(ii)) or ******* than *********. (b) CSG may ******** the fees for *** ***** ******** annually on June 1st of each year the Agreement is in effect by an amount equal to ****%; and (c) CSG may increase the fees it charges to Customer for Third Party Software in the amount that the ********** **** ******* ** *** ******** ****** ****** (******** ** *** ***** **** ** ******** ** *** **** ******* ****), ***** ** ***’* ******, of the ********* (“***”) ********* ***** ****** ***** ********** *** ****** ******** ********** ********* ** *** **** ********** ** ***** ** *** ********* ***** (“Annual Adjustment to Fees”). The Annual Adjustment to Fees shall be communicated to the Customer no later than December 1 of the preceding year, but in no event shall Customer be relieved of the increase should CSG fail to provide timely notice described herein. The Annual Adjustment to Fees applies to the fees set forth in this Agreement, with the following exceptions: a) The ******* ***, as set forth in Schedule F, Section *** entitled “**********”. The annual fee adjustments for these Services have already been considered within the structure of the pricing tables, and thus, no Annual Adjustment to Fees is applicable for these items. b) The ***** ******* *** *** ***, as set forth in Schedule F, Section *** entitled “***** ******* *** *** *** ***********” until ******** *** ****. Thereafter, the ***** ******* *** *** fee shall be subject to a ***** ****** ********** ** **** ********* ******* ** ****, and for each applicable year thereafter. There is ** ****** ********** *** **** **** ***** ** ******* ** ****. c) The **** **** **** ********* *********, as set forth in Schedule F, Section *** entitled “**** **** **** ********* *********”. There is no Annual Adjustment to Fees for this item during the Term of the Agreement. d) The ********* *********** ***, as set forth in Schedule F, Section ***. entitled “****** ********* (***** *** ****)”, subsection ***. entitled “********* *********** ***”. There is no Annual Adjustment to Fees for this item during the Term of the Agreement. e) The ***** *** *********, as set forth in Schedule F, Section ***. entitled “****** ********* (***** *** ****)”, subsection ***. entitled “***** *** *********”. There is no Annual Adjustment to Fees for this item during the Term of the Agreement. CSG may increase the fees payable by Customer for ***** *** ********* (“*********”) at any time based upon the ****** ** a) ********** ******* ** ********* ***** **** *** ** ****** ***** ** *** **** *** ********* ******* or b) ****. For the purpose of determining ********* fee increases, “****” shall mean the ******** **** ******** ** * ******* ***** ******** ***** ********* ** **** *** **** *** ***** *** ***** ******* ***** ******* ****** ***** ******* *** *** ******* *** ******** ***** ***** * ******** ********* ******** *** ******* ***** ****** *** **** ****** ************ (** ******* *** ***), *** *** **** **** ******** ** *** ********. In addition, unless otherwise expressly agreed by the Parties agree that in the event CSG sells all or substantially all of its stock or assets, or is under the control of an acquiring entity, any increase in the fees for ********* ***** ** ***** **** *** ****** of a) ********** ******* ** ********* ***** **** *** ** ****** ***** ** *** **** *** ********* *******, or b) ****, or c) *** ******* (**). In the event the **** is replaced, the Parties will discuss in good faith a replacement measureParties. f) The ******* ********** ***, as set forth in Schedule F, Section ***** entitled “******* ********** ***” shall not be adjusted under this Section 5.4 until **** *** ****. Thereafter, the ******* ********** Fee shall be subject to Annual Adjustment to Fees effective **** ** ****, and for each applicable Contract Year thereafter through the Term of the Agreement, including any extensions thereof. g) The ******** ******* ****** **** *** *** *** ***** ********* *********** *** *****, as set forth in Schedule F, Section *** entitled “******** ******* ****** **** *** *** *** ***** ********* *********** *** *****”. There is no Annual Adjustment to Fees for this item during the Term of the Agreement. 5. Amendment to Article 6 (Termination) *** Confidential Treatment Requested and the Redacted Material has been separately filed with the Commission. (a) The Agreement is amended by deleting subsections 3 and 4 of Section 6.2 C. in their entirety and replacing them with the following: (b) The Agreement is amended by deleting subsection 3 and 4 of Section 6.2 D. in their entirety and replacing them with the following: