CSG SYSTEMS INTERNATIONAL INC (Form: 10-Q, Received: 08/07/2014 16:51:53)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

x	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended June 30, 2014

¨	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 of

incorporation or organization)

(I.R.S. Employer

Identification No.)

9555 Maroon Circle

Englewood, Colorado 80112

(Address of principal executive offices, including zip code)

(303) 200-2000

(Registrant’s telephone number, including area code)

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 check mark whether the registrant has submitted electronically and posted on its corporate Website, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).

YES x NO ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer”, “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	x	Accelerated filer	¨

Non-accelerated filer	¨ (Do not check if a smaller reporting company)	Smaller reporting company	¨

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

YES ¨ NO x

Shares of common stock outstanding at August 1, 2014: 34,686,310

CSG SYSTEMS INTERNATIONAL, INC.

FORM 10-Q for the Quarter Ended June 30, 2014

INDEX

		Page No.

Part I -FINANCIAL INFORMATION

Item 1.	Condensed Consolidated Balance Sheets as of June 30, 2014 and December 31, 2013 (Unaudited)	3

	Condensed Consolidated Statements of Income for the Quarters and Six Months Ended June 30, 2014 and 2013 (Unaudited)	5

	Condensed Consolidated Statements of Comprehensive Income for the Quarters and Six Months Ended June 30, 2014 and 2013 (Unaudited)	6

	Condensed Consolidated Statements of Cash Flows for the Six Months Ended June 30, 2014 and 2013 (Unaudited)	7

	Notes to Condensed Consolidated Financial Statements (Unaudited)	8

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	14

Item 3.	Quantitative and Qualitative Disclosures About Market Risk	23

Item 4.	Controls and Procedures	24

Part II -OTHER INFORMATION

Item 1.	Legal Proceedings	25

Item 1A.	Risk Factors	25

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	25

Item 6.	Exhibits	26

	Signatures	27

	Index to Exhibits	28

CSG SYSTEMS INTERNATIONAL, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS - UNAUDITED

(in thousands, except per share amounts)

	June 30,			December 31,
	2014			2013
ASSETS
Current assets:
Cash and cash equivalents	$	86,122		$	82,686
Short-term investments		103,461			128,151
Total cash, cash equivalents and short-term investments		189,583			210,837
Trade accounts receivable:
Billed, net of allowance of $2,798 and $2,359		191,615			178,511
Unbilled		39,592			38,365
Deferred income taxes		11,445			15,085
Income taxes receivable		7,640			3,815
Other current assets		35,105			28,762
Total current assets		474,980			475,375
Non-current assets:
Property and equipment, net of depreciation of $135,345 and $129,522		35,711			35,061
Software, net of amortization of $83,146 and $77,504		46,434			43,565
Goodwill		236,788			233,599
Client contracts, net of amortization of $85,759 and $75,382		49,436			55,191
Deferred income taxes		7,950			7,447
Income taxes receivable		1,833			1,930
Other assets		17,658			16,812
Total non-current assets		395,810			393,605
Total assets	$	870,790		$	868,980
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Current maturities of long-term debt	$	18,750		$	15,000
Client deposits		32,445			30,431
Trade accounts payable		36,306			33,376
Accrued employee compensation		42,974			58,434
Deferred revenue		50,377			47,131
Income taxes payable		2,273			2,814
Other current liabilities		21,615			19,620
Total current liabilities		204,740			206,806
Non-current liabilities:
Long-term debt, net of unamortized original issue discount of $17,116 and $19,950		241,634			250,050
Deferred revenue		7,363			9,221
Income taxes payable		1,613			1,909
Deferred income taxes		17,653			20,274
Other non-current liabilities		14,957			14,616
Total non-current liabilities		283,220			296,070
Total liabilities		487,960			502,876
Stockholders' equity:
Preferred stock, par value $.01 per share; 10,000 shares authorized; zero shares issued and outstanding		-			-
Common stock, par value $.01 per share; 100,000 shares authorized; 34,092 and 33,745 shares outstanding		661			658
Additional paid-in capital		477,053			473,190
Treasury stock, at cost, 32,030 and 32,030 shares		(738,372	)		(738,372	)
Accumulated other comprehensive income (loss):
Unrealized gain on short-term investments, net of tax		51			41
Unrecognized loss on change in fair value of interest rate swap contracts, net of tax		-			(98	)
Cumulative foreign currency translation adjustments		5,749			1,674

Accumulated earnings		637,688		629,011
Total stockholders' equity		382,830		366,104
Total liabilities and stockholders' equity	$	870,790	$	868,980

The accompanying notes are an integral part of these condensed consolidated financial statements.

CSG SYSTEMS INTERNATIONAL, INC.

CONDENSED CONSOLIDATED STATEMENTS OF INCOME - UNAUDITED

(in thousands, except per share amounts)

	Quarter Ended						Six Months Ended
	June 30, 2014			June 30, 2013			June 30, 2014			June 30, 2013
Revenues:
Processing and related services	$	136,357		$	131,184		$	278,715		$	265,818
Software and services		25,618			31,391			50,474			56,755
Maintenance		22,583			23,532			43,397			44,166
Total revenues		184,558			186,107			372,586			366,739
Cost of revenues (exclusive of depreciation, shown separately below):
Processing and related services		67,364			62,964			135,791			124,541
Software and services		17,871			22,506			43,191			43,945
Maintenance		8,447			9,288			16,804			19,626
Total cost of revenues		93,682			94,758			195,786			188,112
Other operating expenses:
Research and development		26,437			27,548			51,444			56,093
Selling, general and administrative		39,140			37,388			74,439			72,185
Depreciation		3,440			4,770			6,926			9,770
Restructuring charges		39			(38	)		1,257			863
Total operating expenses		162,738			164,426			329,852			327,023
Operating income		21,820			21,681			42,734			39,716
Other income (expense):
Interest expense		(2,546	)		(3,180	)		(5,318	)		(6,109	)
Amortization of original issue discount		(1,430	)		(1,325	)		(2,834	)		(2,624	)
Interest and investment income, net		225			188			438			343
Other, net		(328	)		1,498			(277	)		1,080
Total other		(4,079	)		(2,819	)		(7,991	)		(7,310	)
Income before income taxes		17,741			18,862			34,743			32,406
Income tax provision		(8,338	)		(6,790	)		(15,649	)		(5,436	)
Net income	$	9,403		$	12,072		$	19,094		$	26,970

Weighted-average shares outstanding:
Basic		32,619			32,125			32,469			32,129
Diluted		33,543			32,439			33,789			32,483

Earnings per common share:
Basic	$	0.29		$	0.38		$	0.59		$	0.84
Diluted		0.28			0.37			0.57			0.83

Cash dividends declared per common share:	$	0.1575		$	0.1500		$	0.3075		$	0.1500

The accompanying notes are an integral part of these condensed consolidated financial statements.

CSG SYSTEMS INTERNATIONAL, INC.

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME - UNAUDITED

(in thousands)


	Quarter Ended						Six Months Ended
	June 30, 2014			June 30, 2013			June 30, 2014			June 30, 2013
Net income	$	9,403		$	12,072		$	19,094		$	26,970
Other comprehensive income, net of tax:
Foreign currency translation adjustments		3,171			(901	)		4,075			(9,689	)
Unrealized holding gains (losses) on short-term investments arising during period		(9	)		(55	)		10			(56	)
Defined benefit pension plan:
Net loss arising from period (net of tax effect of $0, $0, $0, and $(119))		-			-			-			(183	)
Amortization of net actuarial loss included in net periodic pension cost (net of tax effect of $0, $0, $0, and $28)		-			-			-			43
Partial settlement of pension plan liability (net of tax effect of $0, $0, $0 and $336)		-			-			-			546
Net change in defined benefit pension plan		-			-			-			406
Cash flow hedges:
Unrealized gains on change in fair value of interest rate swap contracts (net of tax effect of $0, $217, $110, and $350)		-			342			195			552
Reclassification adjustment for losses included in net income (net of tax effect of $0, $(113), $(55), and $(179))		-			(178	)		(97	)		(282	)
Net change in cash flow hedges		-			164			98			270
Other comprehensive income (loss), net of tax		3,162			(792	)		4,183			(9,069	)
Total comprehensive income, net of tax	$	12,565		$	11,280		$	23,277		$	17,901

The accompanying notes are an integral part of these condensed consolidated financial statements.

CSG SYSTEMS INTERNATIONAL, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - UNAUDITED

(in thousands)

	Six Months Ended
	June 30, 2014			June 30, 2013
Cash flows from operating activities:
Net income	$	19,094		$	26,970
Adjustments to reconcile net income to net cash provided by operating activities-
Depreciation		6,926			9,770
Amortization		16,924			18,757
Amortization of original issue discount		2,834			2,624
Loss on short-term investments and other		735			998
Gain on disposition of business operations		(222	)		-
Deferred income taxes		766			6,533
Excess tax benefit of stock-based compensation awards		(1,984	)		(542	)
Stock-based employee compensation		7,714			7,518
Changes in operating assets and liabilities, net of acquired amounts:
Trade accounts receivable, net		(13,457	)		10,382
Other current and non-current assets		(8,987	)		(8,367	)
Income taxes payable/receivable		(2,512	)		(4,178	)
Trade accounts payable and accrued liabilities		(12,353	)		(16,763	)
Deferred revenue		791			7,644
Net cash provided by operating activities		16,269			61,346

Cash flows from investing activities:
Purchases of property and equipment		(11,196	)		(11,125	)
Purchases of short-term investments		(85,014	)		(98,883	)
Proceeds from sale/maturity of short-term investments		109,138			41,361
Acquisition of and investments in client contracts		(3,296	)		(3,808	)
Proceeds from the disposition of business operations		630			-
Net cash provided by (used in) investing activities		10,262			(72,455	)

Cash flows from financing activities:
Proceeds from issuance of common stock		661			921
Payment of cash dividends		(10,322	)		-
Repurchase of common stock		(6,584	)		(14,883	)
Payments on acquired asset financing		(1,097	)		(1,894	)
Payments on long-term debt		(7,500	)		(7,500	)
Excess tax benefit of stock-based compensation awards		1,984			542
Net cash used in financing activities		(22,858	)		(22,814	)
Effect of exchange rate fluctuations on cash		(237	)		(2,975	)

Net increase (decrease) in cash and cash equivalents		3,436			(36,898	)

Cash and cash equivalents, beginning of period		82,686			133,747
Cash and cash equivalents, end of period	$	86,122		$	96,849

Supplemental disclosures of cash flow information:
Cash paid during the period for-
Interest	$	4,211		$	4,770
Income taxes		17,075			2,306
Non-cash financing activity -
Cash dividends payable		-			5,069

The accompanying notes are an integral part of these condensed consolidated financial statements.

CSG SYSTEMS INTERNATIONAL, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

1. GENERAL

We have prepared the accompanying unaudited condensed consolidated financial statements as of June 30, 2014 and December 31, 2013, and for the second quarters and six months ended June 30, 2014 and 2013, in accordance with accounting principles generally accepted in the United States of America (“U.S.”) (“GAAP”) for interim financial information, and pursuant to the instructions to Form 10-Q and the rules and regulations of the Securities and Exchange Commission (the “SEC”). Accordingly, they do not include all of the information and footnotes required by GAAP for complete financial statements. In the opinion of our management, all adjustments (consisting only of normal recurring adjustments) considered necessary for a fair presentation of our financial position and operating results have been included. The unaudited Condensed Consolidated Financial Statements (the “Financial Statements”) should be read in conjunction with the Consolidated Financial Statements and notes thereto, together with Management’s Discussion and Analysis of Financial Condition and Results of Operations (“MD&A”), contained in our Annual Report on Form 10-K for the year ended December 31, 2013 (our “2013 10-K”), filed with the SEC. The results of operations for the quarter and six months ended June 30, 2014 are not necessarily indicative of the expected results for the entire year ending December 31, 2014.

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Use of Estimates in Preparation of Financial Statements. The preparation of the accompanying Financial Statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of our Financial Statements, and the reported amounts of revenues and expenses during the reporting periods. Actual results could differ from those estimates.

Reclassifications . Maintenance revenues, as well as the cost of maintenance revenues, previously included in software, maintenance and service revenues and software, maintenance and services costs of revenues, respectively, have been presented separately in our Condensed Consolidated Statements of Income (“Income Statements” or “Income Statement”) for the quarter and six months ended June 30, 2013. In addition, certain other 2013 amounts have been reclassified to conform to the 2014 presentation.

Cash and Cash Equivalents. We consider all highly liquid investments with original maturities of three months or less at the date of the purchase to be cash equivalents. As of June 30, 2014 and December 31, 2013, our cash equivalents consist primarily of institutional money market funds, commercial paper, and time deposits held at major banks.

As of June 30, 2014 and December 31, 2013, we had $4.9 million and $4.5 million, respectively, of restricted cash that serves to collateralize outstanding letters of credit. This restricted cash is included in cash and cash equivalents in our Condensed Consolidated Balance Sheets (“Balance Sheets” or “Balance Sheet”).

Short-term Investments and Other Financial Instruments . Our financial instruments as of June 30, 2014 and December 31, 2013 include cash and cash equivalents, short-term investments, accounts receivable, accounts payable, an interest rate swap contract, and debt. Because of their short maturities, the carrying amounts of cash equivalents, accounts receivable, and accounts payable approximate their fair value.

Our short-term investments and certain of our cash equivalents are considered “available-for-sale” and are reported at fair value in our Balance Sheets, with unrealized gains and losses, net of the related income tax effect, excluded from earnings and reported in a separate component of stockholders’ equity. Realized and unrealized gains and losses were not material in any period presented.

Primarily all short-term investments held by us as of June 30, 2014 and December 31, 2013 have contractual maturities of less than two years from the time of acquisition. Our short-term investments as of June 30, 2014 and December 31, 2013 consisted almost entirely of fixed income securities. Proceeds from the sale/maturity of short-term investments for the six months ended June 30, 2014 and 2013 were $109.1 million and $41.4 million, respectively.

The following table represents the fair value hierarchy based upon three levels of inputs, of which Levels 1 and 2 are considered observable and Level 3 is unobservable, for our financial assets and liabilities measured at fair value (in thousands):

	June 30, 2014						December 31, 2013
	Level 1			Level 2		Total	Level 1		Level 2		Total
Assets:
Cash equivalents:
Money market funds	$	18,771	$	—	$	18,771	$	13,761	$	—	$	13,761
Commercial paper		—		9,649		9,649		—		19,629		19,629
Short-term investments:
Corporate debt securities		—		50,892		50,892		—		76,786		76,786
Municipal bonds		—		24,920		24,920		—		29,106		29,106
U.S. government agency bonds		—		14,033		14,033		—		18,050		18,050
Asset-backed securities		—		13,616		13,616				4,209		4,209
Total	$	18,771	$	113,110	$	131,881	$	13,761	$	147,780	$	161,541
Liabilities:
Interest rate swap contract (1)	$	—	$	—	$	—	$	—	$	154	$	154
Total	$	—	$	—	$	—	$	—	$	154	$	154

(1)	As of December 31, 2013, the fair value of the interest rate swap contract was classified on our Balance Sheet in other current liabilities.

Valuation inputs used to measure the fair values of our money market funds were derived from quoted market prices. The fair values of all other financial instruments are based upon pricing provided by third-party pricing services. These prices were derived from observable market inputs.

We have chosen not to measure our debt at fair value, with changes recognized in earnings each reporting period. The following table indicates the carrying value and estimated fair value of our debt as of the indicated periods (in thousands):

	June 30, 2014				December 31, 2013
	Carrying Value		Fair Value		Carrying Value		Fair Value
Credit Agreement (carrying value including current maturities)	$	127,500	$	127,500	$	135,000	$	135,000
Convertible debt (par value)		150,000		188,145		150,000		199,800

The fair value for our Credit Agreement was estimated using a discounted cash flow methodology, while the fair value for our convertible debt was estimated based upon quoted market prices or recent sales activity, both of which are considered Level 2 inputs.

Accounting Pronouncement Issued But Not Yet Effective. In May 2014, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2014-09, Revenue from Contracts with Customers (Topic 606). This ASU is a single comprehensive model which supersedes nearly all existing revenue recognition guidance under U.S. GAAP. Under the new guidance, revenue is recognized when promised goods or services are transferred to customers in an amount that reflects the consideration that is expected to be received for those goods or services. The ASU also requires additional disclosure about the nature, amount, timing, and uncertainty of revenue and cash flows arising from customer contracts, including significant judgments and changes in judgments and assets recognized from costs incurred to obtain or fulfill a contract. The updated accounting guidance is effective for annual and interim reporting periods in fiscal years beginning after December 15, 2016. Early adoption is not permitted. An entity may choose to adopt this ASU either retrospectively or through a cumulative effect adjustment as of the start of the first period for which it applies the standard. We are currently in the process of evaluating the impact that this new guidance will have on our consolidated financial statements and our method of adoption.

3. STOCKHOLDERS’ EQUITY AND EQUITY COMPENSATION PLANS

Stock Repurchase Program. We currently have a stock repurchase program, approved by our Board of Directors (the “Board”), authorizing us to repurchase our common stock from time-to-time as market and business conditions warrant (the “Stock Repurchase Program”). We did not repurchase any shares under our Stock Repurchase Program during the six months ended June 30, 2014. During the six months ended June 30, 2013, we repurchased 0.5 million shares of our common stock for $10.0 million (weighted-average price of $20.21 per share). As of June 30, 2014, the total remaining number of shares available for repurchase under the Stock Repurchase Program totaled 2.1 million shares.

Stock Repurchases for Tax Withholdings. In addition to the above mentioned stock repurchases, during the six months ended June 30, 2014 and 2013, we repurchased and then cancelled 0.2 million shares of common stock for $6.6 million and 0.2 million shares of common stock for $4.9 million, respectively, in connection with minimum tax withholding requirements resulting from the vesting of restricted common stock under our stock incentive plans.

Dividends. In June 2013, the Board approved the initiation of a quarterly cash dividend to be paid to our stockholders. During the second quarter of 2014, the Board approved a quarterly cash dividend of $0.1575 per share of common stock, totaling $5.4 million. During the second quarter of 2013, the Board approved a quarterly cash dividend of $0.15 per share of common stock, totaling $5.1 million. Dividends for the six months ended June 30, 2014 and 2013, totaled $10.5 million and $5.1 million, respectively.

Stock Incentive Plan. In May 2014, our stockholders approved an increase of 2.9 million shares authorized for issuance under the 2005 Stock Incentive Plan, from 15.8 million shares to 18.7 million shares.

Stock-Based Awards. A summary of our unvested restricted common stock activity during the second quarter and six months ended June 30, 2014 is as follows (shares in thousands):

	Quarter Ended June 30, 2014					Six Months Ended June 30, 2014
	Shares			Weighted- Average Grant Date Fair Value		Shares			Weighted- Average Grant Date Fair Value
Unvested awards, beginning		1,848		$	21.21		1,922			$	18.57
Awards granted		18			25.09		650				26.28
Awards forfeited/cancelled		(21	)		20.12		(51	)			20.32
Awards vested		(13	)		21.03		(689	)			18.52
Unvested awards, ending		1,832		$	21.27		1,832			$	21.27

Included in the awards granted during the six months ended June 30, 2014, are performance-based awards for 0.1 million restricted common stock shares issued to members of executive management, which vest in equal installments over three years upon meeting either pre-established financial performance objectives or pre-established stock price objectives. The performance-based awards become fully vested upon a change in control, as defined, and the subsequent involuntary termination of employment.

All other restricted common stock shares granted during the quarter and six months ended June 30, 2014 are time-based awards, which vest annually over four years with no restrictions other than the passage of time. Certain shares of the restricted common stock become fully vested upon a change in control, as defined, and the subsequent involuntary termination of employment.

We recorded stock-based compensation expense for the second quarters of 2014 and 2013 of $3.9 million and $3.9 million, respectively, and for the six months ended June 30, 2014 and 2013 of $7.7 million $7.5 million, respectively.

4. EARNINGS PER COMMON SHARE

Basic and diluted earnings per common share (“EPS”) amounts are presented on the face of the accompanying Income Statements.

No reconciliation of the basic and diluted EPS numerators is necessary as net income is used as the numerators for all periods presented. The reconciliation of the basic and diluted EPS denominators related to the common shares is included in the following table (in thousands):

	Quarter Ended June 30,				Six Months Ended June 30,
	2014		2013		2014		2013
Basic weighted-average common shares		32,619		32,125		32,469		32,129
Dilutive effect of common stock options		—		—		—		2
Dilutive effect of restricted common stock		370		314		560		352
Dilutive effect of 2010 Convertible Notes		554		—		760		—
Diluted weighted-average common shares		33,543		32,439		33,789		32,483

There were no potentially dilutive common shares related to stock options and unvested shares of restricted common stock for the second quarters of 2014 and 2013 and six months ended June 30, 2014 and 2013 excluded from the computation of diluted EPS related to common shares.

The 2010 Convertible Notes have a dilutive effect only in those quarterly periods in which our average stock price exceeds the current effective conversion price (see Note 5).

5. DEBT

Our long-term debt, as of June 30, 2014 and December 31, 2013, was as follows (in thousands):

	June 30, 2014			December 31, 2013
2012 Credit Agreement:
Term loan, due November 2017 (or December 2016 if certain conditions exist), interest at adjusted LIBOR plus 2.00% (combined rate of 2.23% at June 30, 2014 and 2.25% at December 31, 2013)	$	127,500		$	135,000
$100 million revolving loan facility, due November 2017 (or December 2016 if certain conditions exist), interest at adjusted LIBOR plus applicable margin		—			—
Convertible Debt Securities:
2010 Convertible Notes – senior subordinated convertible notes; due March 1, 2017; cash interest at 3.0%; net of unamortized OID of $17,116 and $19,950, respectively		132,884			130,050
		260,384			265,050
Current portion of long-term debt		(18,750	)		(15,000	)
Total long-term debt, net	$	241,634		$	250,050

2012 Credit Agreement. During the six months ended June 30, 2014, we made $7.5 million of principal repayments.

As of June 30, 2014, we were in compliance with the financial ratios and other covenants related to the 2012 Credit Agreement and had no borrowings outstanding on our revolving loan facility and had the entire $100 million available to us.

2010 Convertible Notes. Upon conversion of the 2010 Convertible Notes, we will settle our conversion obligation as follows: (i) we will pay cash for 100% of the par value of the 2010 Convertible Notes that are converted; and (ii) to the extent the value of our conversion obligation exceeds the par value, we will satisfy the remaining conversion obligation in our common stock, cash or any combination of our common stock and cash.

As the result of us declaring a cash dividend in June 2014 (see Note 3), the previous conversion rate for the 2010 Convertible Notes of 41.8811 shares of our common stock for each $1,000 in principal amount of the 2010 Convertible Notes (equivalent to a conversion price of $23.88 per share of our common stock) has been adjusted to 42.1363 shares of our common stock for each $1,000 in principal amount of the 2010 Convertible Notes (equivalent to a conversion price of $23.73 per share of our common stock).

Refer to Note 6 in our 2013 10-K for disclosure of the 2010 Convertible Notes’ three contingent conversion features. As a result of the cash dividend declaration in June 2014, prior to September 1, 2016, holders of the 2010 Convertible Notes can convert their securities at any time the price of our common stock trades over $30.85 per share, or 130% of the $23.73 conversion price (previously $31.04 per share, or 130% of the $23.88 conversion price) for a specified period of time.

As of June 30, 2014, none of the contingent conversion features have been achieved, and thus, the 2010 Convertible Notes are not convertible by the holders.

6. LONG-LIVED ASSETS

Goodwill. The changes in the carrying amount of goodwill for the six months ended June 30, 2014, were as follows (in thousands):

January 1, 2014 balance	$	233,599
Adjustments related to prior acquisitions		(30	)
Effects of changes in foreign currency exchange rates		3,219
June 30, 2014 balance	$	236,788

Other Intangible Assets. Our intangible assets subject to ongoing amortization consist primarily of client contracts and software. As of June 30, 2014 and December 31, 2013, the carrying values of these assets were as follows (in thousands):

	June 30, 2014							December 31, 2013
	Gross Carrying Amount		Accumulated Amortization			Net Amount		Gross Carrying Amount		Accumulated Amortization			Net Amount
Client contracts	$	135,195	$	(85,759	)	$	49,436	$	130,573	$	(75,382	)	$	55,191
Software		129,580		(83,146	)		46,434		121,069		(77,504	)		43,565
Total	$	264,775	$	(168,905	)	$	95,870	$	251,642	$	(152,886	)	$	98,756

The total amortization expense related to intangible assets for the second quarters of 2014 and 2013 were $7.7 million and $8.4 million, respectively, and for the six months ended June 30, 2014 and 2013 were $15.7 million and $17.5 million, respectively. Based on the June 30, 2014 net carrying value of our intangible assets, the estimated total amortization expense for each of the five succeeding fiscal years ending December 31 are: 2014 – $30.4 million; 2015 – $22.3 million; 2016 – $16.1 million; 2017 – $12.5 million; and 2018 – $9.3 million.

7. COMMITMENTS, GUARANTEES AND CONTINGENCIES

Warranties. We generally warrant that our solutions and related offerings will conform to published specifications, or to specifications provided in an individual client arrangement, as applicable. The typical warranty period is 90 days from the date of acceptance of the solution or offering. For certain service offerings we provide a limited warranty for the duration of the services provided. We generally warrant that services will be performed in a professional and workmanlike manner. The typical remedy for breach of warranty is to correct or replace any defective deliverable, and if not possible or practical, we will accept the return of the defective deliverable and refund the amount paid under the client arrangement that is allocable to the defective deliverable. Our contracts also generally contain limitation of damages provisions in an effort to reduce our exposure to monetary damages arising from breach of warranty claims. Historically, we have incurred minimal warranty costs, and as a result, do not maintain a warranty reserve.

Product and Services Indemnifications. Our arrangements with our clients generally include an indemnification provision that will indemnify and defend a client in actions brought against the client that claim our products and/or services infringe upon a copyright, trade secret, or valid patent. Historically, we have not incurred any significant costs related to such indemnification claims, and as a result, do not maintain a reserve for such exposure.

Claims for Company Non-performance. Our arrangements with our clients typically cap our liability for breach to a specified amount of the direct damages incurred by the client resulting from the breach. From time-to-time, these arrangements may also include provisions for possible liquidated damages or other financial remedies for our non-performance, or in the case of certain of our outsourced customer care and billing solutions, provisions for damages related to service level performance requirements. The service level performance requirements typically relate to system availability and timeliness of service delivery. As of June 30, 2014, we believe we have adequate reserves, based on our historical experience, to cover any reasonably anticipated exposure as a result of our nonperformance for any past or current arrangements with our clients.

Indemnifications Related to Officers and the Board of Directors. We have agreed to indemnify members of our Board and certain of our officers if they are named or threatened to be named as a party to any proceeding by reason of the fact that they acted in such capacity. We maintain directors’ and officers’ (D&O) insurance coverage to protect against such losses. We have not historically incurred any losses related to these types of indemnifications, and are not aware of any pending or threatened actions or claims against any officer or member of our Board. As a result, we have not recorded any liabilities related to such indemnifications as of June 30, 2014. In addition, as a result of the insurance policy coverage, we believe these indemnification agreements are not significant to our results of operations.

Favorable Settlement of Claims . In March 2014, we executed a settlement agreement ending litigation we asserted against a third party for patent infringement and misappropriation of trade secrets. In exchange for the release from the lawsuit initiated, we will receive a total of $6 million, with a portion paid in 2014 and the remainder over the next three years. We have recorded a total $3.9 million (net of a time value discount and legal costs incurred) as a reduction of selling, general and administrative (“SG&A”) expenses during the six months ended June 30, 2014.

Legal Proceedings. From time-to-time, we are involved in litigation relating to claims arising out of our operations in the normal course of business. We are not presently a party to any material pending or threatened legal proceedings.

8. SUBSEQUENT EVENTS

Employee Compensation Arrangement . In 2009, we entered into an incentive arrangement with certain employees to develop and then grow our Content Direct solution (the “Arrangement”). The Arrangement included certain liquidation options for the employees in the event of a change of control of the Content Direct solution. Because of the contingent nature of the Arrangement (i.e., payable only upon the occurrence of a change of control related to the Content Direct solution), we have not recognized any amounts in our financial statements related to this matter to date. In July 2014, in conjunction with an organizational restructuring of our Content Direct solution to facilitate its integration with our other offerings, we terminated the Arrangement in exchange for a one-time cash payment of $8 million, which will be reflected as a restructuring charge in the third quarter of 2014.

Comcast Agreement. On July 25, 2014, we entered into an amendment to our current agreement with Comcast Corporation (“Comcast”) (the “Amended Agreement”). The Amended Agreement provides the framework for Comcast to consolidate its residential customer accounts onto our Advanced Convergent Platform (“ACP”) customer care and billing solution. Key changes from the current agreement included in the Amended Agreement, and possible impacts to our business, are as follows:

Term Extension

The terms of the Amended Agreement are effective July 1, 2014, and run through June 30, 2019 (a five-year initial term). In addition, Comcast has the option to extend the Amended Agreement for two consecutive one-year terms by exercising renewal options no later than January 1, 2019 for the first extension option, and January 1, 2020 for the second extension option.

Migration of Comcast Residential Customer Accounts

·	The Amended Agreement modifies and adds pricing tiers above the level of customer accounts we currently process for Comcast, which will provide Comcast lower pricing per unit for incremental customer accounts brought under the Amended Agreement.

Issuance of Warrants

As an additional incentive for Comcast to migrate new customer accounts to ACP, the Amended Agreement includes the issuance of stock warrants (the “Warrant Agreement”) for the right to purchase up to approximately 2.9 million shares of our common stock (the “Stock Warrants”), 1.9 million warrants relate to Comcast’s existing residential business and the remaining 1.0 million warrants relate to additional residential customer accounts that Comcast may acquire and migrate onto ACP in the future. The Stock Warrants have a 10-year term and an exercise price of $26.68 per warrant.

·	Comcast’s ability to vest and exercise the Stock Warrants is tied primarily to the number of customer accounts Comcast migrates onto ACP.

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

The information contained in this MD&A should be read in conjunction with the Financial Statements and Notes thereto included in this Form 10-Q and the audited consolidated financial statements and notes thereto in our 2013 10-K.

Forward-Looking Statements

This report contains a number of forward-looking statements relative to our future plans and our expectations concerning our business and the industries we serve. These forward-looking statements are based on assumptions about a number of important factors, and involve risks and uncertainties that could cause actual results to differ materially from estimates contained in the forward-looking statements. Some of the risks that are foreseen by management are outlined within Part I Item 1A. Risk Factors (“Risk Factors”) of our 2013 10-K. Readers are strongly encouraged to review that section closely in conjunction with MD&A.

Company Overview

We are one of the world’s largest and most established business support solutions providers primarily serving the communications industry. Our proven approach and solutions are based on our broad and deep experience in serving clients in the communications industry as their businesses have evolved from a single product offering to a highly complex, highly competitive, multi-product service offering. Our approach has centered on using the best technology for the various functions required to provide world-class solutions.

Our solutions help service providers streamline and scale operations, introduce and adapt products and services to meet customer demands, and address the challenges and opportunities brought about by change. Our broad suite of solutions helps our clients improve their business operations by creating more compelling product offerings and an enhanced customer experience through more relevant and targeted interactions, while at the same time, more efficiently managing the service provider’s cost structure. Over the years, we have focused our research and development (“R&D”) and acquisition investments on expanding our solution set to address the ever expanding needs of communications service providers to provide a differentiated, real-time, and personal experience for their consumers. This extensive suite of solutions includes revenue management, content management and monetization, customer interaction management, and business intelligence.

We generate approximately 65% of our revenues from the North American cable and satellite markets, approximately 25% of our revenues from wireline and wireless communication providers, and the remainder from a variety of other verticals, such as financial services, logistics, and transportation. Additionally, during the first half of 2014, we generated approximately 86% of our revenues from the Americas region, approximately 10% of our revenues from the Europe, Middle East and Africa region, and approximately 4% of our revenues from the Asia Pacific region.

We are a S&P Small Cap 600 company.

Management Overview of Quarterly Results

Second Quarter Highlights . A summary of our results of operations for the second quarter of 2014, when compared to the second quarter of 2013, is as follows (in thousands, except per share amounts and percentages):

	Quarter Ended
	June 30, 2014			June 30, 2013
Revenues	$	184,558			$	186,107
Operating Results:
Operating income		21,820				21,681
Operating income margin		11.8	%			11.6	%
Diluted EPS	$	0.28			$	0.37
Supplemental Data:
ACP customer accounts (end of period)		49,891				49,072
Restructuring charges	$	39			$	(38)
Stock-based compensation		3,931				3,908
Amortization of acquired intangible assets		4,004				4,811
Amortization of OID		1,430				1,325

Revenues. Our revenues for the second quarter of 2014 were $184.6 million, a decrease of 1% when compared to $186.1 million for the same period in 2013. The decrease in revenues can be attributed to the two business divestitures completed in the second half of

2013 (discussed in our 2013 Form 10-K) which resulted in approximately $5 million of divested revenues for the second quarter, offset by a strong quarter of processing revenues in 2014, driven in large part by continued growth in several of our ancillary products and services.

Operating Results. Operating income for the second quarter of 2014 was $21.8 million, or an 11.8% operating income margin percentage, relatively consistent when compared to $21.7 million, or an 11.6% operating income margin percentage, for the second quarter of 2013.

Diluted EPS. Diluted EPS for the second quarter of 2014 was $0.28 compared to $0.37 for the second quarter of 2013. The second quarter of 2014 diluted EPS was negatively impacted by a higher effective income tax rate (see more detailed discussions in the Results of Operations section below) which negatively impacted diluted EPS by $0.06 per share.

Cash and Cash Flows. As of June 30, 2014, we had cash, cash equivalents and short-term investments of $189.6 million, as compared to $183.0 million as of March 31, 2014, and $210.8 million as of December 31, 2013. Our cash flows from operating activities for the second quarter of 2014 were $24.8 million. See the Liquidity section below for further discussion of our cash flows.

Significant Client Relationships

Client Concentration. A large percentage of our historical revenues have been generated from our three largest clients, which are Comcast Corporation (“Comcast”), DISH Network Corporation (“DISH”), and Time Warner Cable, Inc. (“Time Warner”). Revenues from these clients represented the following percentages of our total revenues for the indicated periods:

	Quarter Ended
	June 30, 2014			March 31, 2014			June 30, 2013
Comcast		21	%		21	%		18	%
DISH		16	%		15	%		15	%
Time Warner		11	%		11	%		10	%

The percentages of net billed accounts receivable balances attributable to our largest clients as of the indicated dates were as follows:

	As of
	June 30, 2014			March 31, 2014			December 31, 2013
Comcast		20	%		19	%		21	%
DISH		13	%		13	%		14	%
Time Warner		16	%		13	%		9	%

See our 2013 10-K for additional discussion of our business relationships and contractual terms with the above mentioned significant clients.

Comcast. On July 25, 2014, we entered into an amendment to our Master Subscriber Management System Agreement with Comcast (the “Amended Agreement”). The Amended Agreement provides the framework for Comcast to consolidate its residential customer accounts onto our Advanced Convergent Platform (“ACP”) customer care and billing solution. Key changes included in the Amended Agreement, and possible impacts to our business, are as follows:

Term Extension

Migration of Comcast Residential Customer Accounts

·	The Amended Agreement modifies and adds pricing tiers above the level of customer accounts we currently process for Comcast, which will provide Comcast lower pricing per unit for incremental customer accounts brought under the Amended Agreement.

Initially under the Amended Agreement, Comcast plans to add approximately 2.3 million residential customer accounts onto ACP in early 2015. As a result, the Amended Agreement is not expected to have a material impact to our 2014 results of operations. We have the opportunity for additional customer account migrations to CSG as part of any future consolidation or standardization by Comcast of their residential business.

The timing of and the number of customer accounts to be migrated to CSG, if any, is at the discretion of Comcast. Therefore, there can be no assurances as to the timing and/or the number of customer accounts migrated to us by Comcast, or whether we will experience any material increase in revenues or profits under the Amended Agreement.

Issuance of Warrants

·	The Stock Warrants represent potentially dilutive shares to earnings per share only to the extent the shares are “in the money” (under the treasury stock method), and not subject to performance vesting conditions.

·	Comcast’s ability to exercise the Stock Warrants is tied primarily to the number of customer accounts Comcast migrates onto ACP. The vesting of the Stock Warrants is summarized as follows:

-	Current Comcast Residential Business. Up to 1.9 million of the Stock Warrants relate to Comcast’s existing residential business and vest as follows:

§	The first 25% of these Stock Warrants (approximately 0.475 million Stock Warrants) vest in January 2015, which approximates the expected beginning of the above mentioned 2.3 million customer account migrations.

§	The next 25% of these Stock Warrants vest after the successful migration of 0.5 million customer accounts.

§	The next 25% of these Stock Warrants vest only after 5 million additional customer accounts are migrated onto ACP.

§	The last 25% of these Stock Warrants vest only after and proportionate to approximately 5 million additional customer accounts are migrated onto ACP.

Potential Future Comcast Acquired Residential Business. Should Comcast acquire additional residential customer accounts in the future, up to 1.0 million additional Stock Warrants will vest proportionately should these acquired customer accounts be migrated onto ACP from other providers’ billing platforms, with full vesting based on a target of 5 million newly migrated customer accounts.

A copy of the Amended Agreement, along with the Warrant Agreement, with confidential information redacted, will be filed as an exhibit to our Form 10-Q for the quarter ended September 30, 2014.

Risk of Client Concentration. We expect to continue to generate a significant percentage of our future revenues from our three largest clients mentioned above. There are inherent risks whenever a large percentage of total revenues are concentrated with a limited number of clients. Should a significant client: (i) terminate or fail to renew their contracts with us, in whole or in part, for any reason; (ii) significantly reduce the number of customer accounts processed on our solutions, the price paid for our services, or the scope of services that we provide; or (iii) experience significant financial or operating difficulties, it could have a material adverse effect on our financial condition and results of operations.

Critical Accounting Policies

The preparation of our Financial Statements in conformity with accounting principles generally accepted in the U.S. requires us to select appropriate accounting policies, and to make judgments and estimates affecting the application of those accounting policies. In applying our accounting policies, different business conditions or the use of different assumptions may result in materially different amounts reported in our Financial Statements.

We have identified the most critical accounting policies that affect our financial position and the results of our operations. Those critical accounting policies were determined by considering the accounting policies that involve the most complex or subjective decisions or assessments. The most critical accounting policies identified relate to: (i) revenue recognition; (ii) allowance for doubtful accounts receivable; (iii) impairment assessments of goodwill and other long-lived assets; (iv) income taxes; (v) business combinations and asset purchases; and (vi) loss contingencies. These critical accounting policies, as well as our other significant accounting policies, are discussed in our 2013 10-K.

Results of Operations

Total Revenues. Total revenues for the: (i) second quarter of 2014 were $184.6 million, a 1% decrease when compared to $186.1 million for the second quarter of 2013; and (ii) six months ended June 30, 2014 were $372.6 million, a 2% increase when compared to $366.7 million for the six months ended June 30, 2013. The components of total revenues, discussed in more detail below, are as follows (in thousands):

	Quarter Ended June 30,				Six Months Ended June 30,
	2014		2013		2014		2013
Revenues:
Processing and related services	$	136,357	$	131,184		278,715	$	265,818
Software and services		25,618		31,391		50,474		56,755
Maintenance		22,583		23,532		43,397		44,166
Total revenues	$	184,558	$	186,107	$	372,586	$	366,739

We use the location of the client as the basis of attributing revenues to individual countries. Revenues by geographic regions for the quarters and six months ended June 30, 2014 and 2013 were as follows (in thousands):

	Quarter Ended June 30,				Six Months Ended June 30,
	2014		2013		2014		2013
Americas (principally the U.S.)	$	156,783	$	158,180	$	319,128	$	312,213
Europe, Middle East, and Africa		19,500		17,487		37,890		36,951
Asia Pacific		8,275		10,440		15,568		17,575
Total revenues	$	184,558	$	186,107	$	372,586	$	366,739

Processing and related services revenues. Processing and related services revenues for: (i) the second quarter of 2014 increased 4% to $136.4 million, from $131.2 million for the second quarter of 2013; and (ii) six months ended June 30, 2014 increased 5% to $278.7 million, from $265.8 million for the six months ended June 30, 2013. The increases in processing and related services revenues are due to continued growth in several of our ancillary products and services and special project work in the first quarter of 2014. These increases were offset to a certain degree by divested revenues resulting from the sale of a small print operation and our marketing analytics business during the second half of 2013, which combined, totaled approximately $4 million and $7 million of processing revenues, respectively, for the second quarter and six months ended June 30, 2013.

Additional information related to processing and related services revenues is as follows:

Amortization of our client contracts intangible assets related to investments in client contracts (reflected as a reduction of processing and related services revenues) for the second quarters of 2014 and 2013 were $1.6 million and $1.5 million, respectively; and (ii) six months ended June 30, 2014 and 2013 were $3.1 million for both periods.

·	Total customer accounts processed on our ACP solution as of June 30, 2014 were 49.9 million, compared to 49.8 million as of March 31, 2014, and 49.1 million as of June 30, 2013.

Software and Services Revenues. Software and services revenues for the: (i) second quarter of 2014 decreased 18% to $25.6 million, from $31.4 million for the second quarter of 2013; and (ii) six months ended June 30, 2014 decreased 11% to $50.5 million, from $56.8 million for the six months ended June 30, 2013. These decreases in software and services revenues can be mainly attributed to the normal fluctuations between periods in our software and professional services business, and to a much lesser degree, the divested services revenues related to our marketing analytics business which totaled approximately $1 million and $2 million, respectively, for the quarter and six months ended June 30, 2013.

Maintenance Revenues. Maintenance revenues for the: (i) second quarter of 2014 were $22.6 million, relatively consistent when compared to $23.5 million generated in the second quarter of 2013; and (ii) six months ended June 30, 2014 were $43.4 compared to $44.2 million for the six months ended June 30 2013.

Total Expenses. Our operating expenses for the: (i) second quarter of 2014 were $162.7 million, a 1% decrease when compared to $164.4 million for the second quarter of 2013; and (ii) six months ended June 30, 2014 were $329.9 million, a 1% increase when compared to $327.0 million for the six months ended June 30, 2013, with the year-over-year changes reflective of the changes in revenues between periods.

Additionally, during the first quarter of 2014, we incurred expenses related to the following unique items. These items essentially offset each other within our total expenses, but are classified in different line items within our Income Statement for the six months ended June 30, 2014:

We recorded a provision of approximately $4 million (included in the cost of software and services) for estimated cost overruns related to a large software and services implementation project. Because of the complexity of the overall project, the estimated costs and efforts required to complete the project have increased significantly from our original expectations. In addition, we may experience additional changes in our overall estimated costs to complete this project over the remainder of 2014.

We executed a settlement agreement ending litigation that we had asserted against a third party for patent infringement and misappropriation of trade secrets. In exchange for the release from the lawsuit we initiated, we will receive a total settlement of $6 million, with a portion to be paid in 2014 and the remainder over the next three years. As a result, we recorded $3.9 million (net of a time value discount and legal costs incurred) as a reduction of SG&A expenses for the first quarter of 2014.

The components of total expenses are discussed in more detail below.

Cost of Revenues. See our 2013 10-K for a description of the types of costs that are included in the individual line items for cost of revenues.

Cost of Processing and Related Services (Exclusive of Depreciation). The cost of processing and related services for the: (i) second quarter of 2014 increased 7%, to $67.4 million, from $63.0 million for the second quarter of 2013; and (ii) six months ended June 30, 2014 increased 9% to $135.8 million, from $124.5 million for the six months ended June 30, 2013. These increases are primarily due to the following key items: (i) an increase in our ACP data processing costs resulting from our clients’ continued growth and increasing complexities of their businesses, thus requiring more computing resources; (ii) increased employee-related costs; and (iii) an increase in certain variable costs related to corresponding increases in related revenues. Total processing and related services cost as a percentage of our processing and related services revenues for the: (i) second quarters of 2014 and 2013 were 49.4% and 48.0%, respectively; and (ii) six months ended June 30, 2014 and 2013 were 48.7% and 46.9%, respectively.

Cost of Software and Services (Exclusive of Depreciation). The cost of software and services for the: (i) second quarter of 2014 decreased 21%, to $17.9 million, from $22.5 million for the second quarter of 2013; and (ii) six months ended June 30, 2014 decreased 2% to $43.2 million, from $43.9 million for the six months ended June 30, 2013. These decreases in cost of software and services is a result of a reassignment of personnel and the related costs previously assigned internally to software and consulting projects to other projects, with the year-to-date amount offset to certain degree by the estimated cost overruns related to the large software and services implementation project, discussed above. Total software and services cost as a percentage of our software and services revenues for the: (i) second quarters of 2014 and 2013 were 69.8% and 71.7%, respectively; and (ii) six months ended June 30, 2014 and 2013 were 85.6% and 77.4%, respectively.

Variability in quarterly revenues and operating results are inherent characteristics of companies that sell software licenses and perform professional services. Our quarterly revenues for software licenses and professional services may fluctuate, depending on various factors, including the timing of executed contracts and revenue recognition, and the delivery of contracted solutions. However, the costs associated with software and professional services revenues are not subject to the same degree of variability (e.g., these costs are generally fixed in nature within a relatively short period of time), and thus, fluctuations in our cost of software and services as a percentage of our software and services revenues will likely occur between periods.

Cost of Maintenance (Exclusive of Depreciation). The cost of maintenance for the: (i) second quarter of 2014 decreased 9%, to $8.4 million, from $9.3 million for the second quarter of 2013; and (ii) six months ended June 30, 2014 decreased 14% to $16.8 million, from $19.6 million for the six months ended June 30, 2013, with the decreases mainly due to a decrease in amortization expense for certain technology assets that became fully amortized in previous periods. Total cost of maintenance as a percentage of our maintenance revenues for the: (i) second quarters of 2014 and 2013 were 37.4% and 39.5%, respectively; and (ii) six months ended June 30, 2014 and 2013 were 38.7% and 44.4%, respectively.

R&D Expense . R&D expense for the: (i) second quarter of 2014 decreased 4%, to $26.4 million, from $27.5 million for the second quarter of 2013; and (ii) six months ended June 30, 2014 decreased 8% to $51.4 million, from $56.1 million for the six months ended June 30, 2013. These decreases in R&D expense between years are primarily a result of the reassignment of resources previously assigned to development projects to other areas of the business, primarily client directed and funded work on our ACP platform. As a percentage of total revenues, R&D expense was 14.3% for the second quarter of 2014 compared to 14.8% for the second quarter of 2013.

Our R&D efforts are focused on the continued evolution of our solutions that enable service providers worldwide to provide a more personalized customer experience while turning transactions into revenues. This includes the continued investment in our business

support solutions aimed at improving a providers’ time-to-market, flexibility, scalability, and total cost of ownership. We expect that our R&D investment activities in the near-term will be relatively consistent with previous quarters, with the level of R&D spend highly dependent upon the opportunities that we see in our markets.

SG&A Expense . SG&A expense for the: (i) second quarter of 2014 increased 5%, to $39.1 million, from $37.4 million for the second quarter of 2013; and (ii) six months ended June 30, 2014 increased 3% to $74.4 million, from $72.2 million for the six months ended June 30, 2013. These increases are mainly due to the investments we are making in the business towards new initiatives, to include our enterprise security offerings. Additionally, included in the first quarter 2014 SG&A expense is the $3.9 million reduction of expense related to the settlement agreement discussed above.

Our SG&A costs as a percentage of total revenues for the second quarters of 2014 and 2013 were 21.2% and 20.1%, respectively.

Depreciation Expense . Depreciation expense for the: (i) second quarter of 2014 decreased 28%, to $3.4 million, from $4.8 million for the second quarter of 2013; and (ii) six months ended June 30, 2014 decreased 29% to $6.9 million, from $9.8 million for the six months ended June 30, 2013, with the decreases a result of certain assets that became fully depreciated over the past year and assets sold as part of our 2013 divestures.

Operating Income. Operating income and operating income margin percentage for the: (i) second quarter of 2014 was $21.8 million, or 11.8% of total revenues, relatively consistent when compared to $21.7 million, or 11.6% of total revenues for the second quarter of 2013; and (ii) six months ended June 30, 2014 was $42.7 million, or 11.5% of total revenues, compared to $39.7 million, or 10.8% of total revenues for the six months ended June 30, 2013, with the margin improvement a result of the higher year-to-date revenue performance, discussed above.

In July 2014, in conjunction with the organizational restructuring of our Content Direct solution to facilitate its alignment across our offerings, including management programs and incentives, (see Note 8 to our Financial Statements) we terminated an employee incentive arrangement in exchange for a one-time cash payment of $8 million, which will be reflected as a restructuring charge in the third quarter of 2014.

Income Tax Provision . The effective income tax rates for the second quarters of 2014 and 2013 and six months ended June 30, 2014 and 2013 were as follows:

Quarter Ended
June 30,

Six Months Ended

June 30,

2014

2013

2014

2013

For the full-year 2014 we are currently estimating an effective income tax rate of 45%, which does not include any benefit from R&D tax credits generated during the year, as they have not yet received Congressional approval. If enacted prior to the end of the year, we would include those income tax benefits in our 2014 effective income tax rate.

The low effective income tax rate for the six months ended June 30, 2013 reflects the benefit of approximately $6 million of R&D tax credits that we generated in 2012 but were recorded in the first quarter of 2013. As a result of the American Taxpayer Relief Act of 2012 being signed into law on January 2, 2013, we were unable to include these credits in the determination of our 2012 effective income tax rate, as a change in tax law is accounted for in the period of enactment. Thus, the benefit of these credits is reflected in our first quarter 2013 effective income tax rate.

Liquidity

Cash and Liquidity

As of June 30, 2014, our principal sources of liquidity included cash, cash equivalents, and short-term investments of $189.6 million, compared to $183.0 million as of March 31, 2014 and $210.8 million as of December 31, 2013. We generally invest our excess cash balances in low-risk, short-term investments to limit our exposure to market and credit risks.

As part of our Credit Agreement, we have a $100 million senior secured revolving loan facility (“Revolver”) with a syndicate of financial institutions that expires in November 2017 (or December 31, 2016 if certain conditions exist). As of June 30, 2014, there were no borrowings outstanding on the Revolver. The Credit Agreement contains customary affirmative covenants and financial

covenants. As of June 30, 2014, and the date of this filing, we believe that we are in compliance with the provisions of the Credit Agreement.

Our cash, cash equivalents, and short-term investment balances as of the end of the indicated periods were located in the following geographical regions (in thousands):

	June 30, 2014		December 31, 2013
Americas (principally the U.S.)	$	165,125	$	187,596
Europe, Middle East and Africa		21,451		18,665
Asia Pacific		3,007		4,576
Total cash, equivalents and short-term investments	$	189,583	$	210,837

We generally have ready access to substantially all of our cash, cash equivalents, and short-term investment balances, but may face limitations on moving cash out of certain foreign jurisdictions due to currency controls. As of June 30, 2014, we had $4.9 million of cash restricted as to use to collateralize outstanding letters of credit.

Cash Flows From Operating Activities

We calculate our cash flows from operating activities in accordance with GAAP, beginning with net income, adding back the impact of non-cash items or non-operating activity (e.g., depreciation, amortization, amortization of OID, impairments, deferred income taxes, stock-based compensation, etc.), and then factoring in the impact of changes in operating assets and liabilities. See our 2013 10-K for a description of the primary uses and sources of our cash flows from operating activities.

Our 2013 and 2014 net cash flows from operating activities, broken out between operations and changes in operating assets and liabilities, for the quarters ended are as follows (in thousands):

	Operations		Changes in Operating Assets and Liabilities			Net Cash Provided by Operating Activities – Totals
Cash Flows from Operating Activities:
2013:
March 31	$	41,320	$	(18,776	)	$	22,544
June 30		31,308		7,494			38,802
Year-to-date total	$	72,628	$	(11,282	)	$	61,346
2014:
March 31	$	27,983	$	(36,561	)	$	(8,578	)
June 30		24,804		43			24,847
Year-to-date total	$	52,787	$	(36,518	)	$	16,269

We believe the above table illustrates our ability to generate strong quarterly cash flows, and the importance of managing our working capital items. As the table above illustrates, the operations portion of our cash flows from operating activities remains a strong measure for us. The variations in our net cash provided by operating activities are related mostly to the changes in our operating assets and liabilities (related mostly to normal fluctuations in timing at quarter-end for such things as client payments and changes in accrued expenses), and generally over longer periods of time, do not significantly impact our cash flows from operations.

Significant fluctuations in key operating assets and liabilities between 2014 and 2013 that impacted our cash flows from operating activities are as follows:

Billed Trade Accounts Receivable

Management of our billed accounts receivable is one of the primary factors in maintaining consistently strong quarterly cash flows from operating activities. Our billed trade accounts receivable balance includes significant billings for several non-revenue items (primarily postage, sales tax, and deferred revenue items). As a result, we evaluate our performance in collecting our accounts receivable through our calculation of days billings outstanding (“DBO”) rather than a typical days sales outstanding (“DSO”) calculation. DBO is calculated based on the billings for the period (including non-revenue items) divided by the average monthly net trade accounts receivable balance for the period.

Our gross and net billed trade accounts receivable and related allowance for doubtful accounts receivable (“Allowance”) as of the end of the indicated quarterly periods, and the related DBOs for the quarters then ended, are as follows (in thousands, except DBOs):

Quarter Ended	Gross		Allowance			Net Billed		DBOs
2013:
March 31	$	182,711	$	(3,618	)	$	179,093	64
June 30		176,271		(3,750	)		172,521	65
2014:
March 31	$	198,840	$	(3,104	)	$	195,736	64
June 30		194,413		(2,798	)		191,615	69

The increases in gross and net billed accounts receivable in the first and second quarters of 2014 are primarily related to the timing around certain recurring customer payments that were delayed at each quarter end, negatively impacting our DBO for the second quarter of 2014. All other changes in our gross and net billed trade accounts receivable shown in the table above reflect the normal fluctuations in the timing of client payments made at quarter end, evidenced by the consistency of our DBO metric over the quarters presented.

As a global provider of software and professional services, a portion of our accounts receivable balance relates to clients outside the U.S. As a result, this diversity in the geographic composition of our client base may adversely impact our DBOs as longer billing cycles (i.e., billing terms and cash collection cycles) are an inherent characteristic of international software and professional services transactions. For example, our ability to bill (i.e., send an invoice) and collect arrangement fees may be dependent upon, among other things: (i) the completion of various client administrative matters, local country billing protocols and processes (including local cultural differences), and/or non-client administrative matters; (ii) us meeting certain contractual invoicing milestones; or (iii) the overall project status in certain situations in which we act as a subcontractor to another vendor on a project.

Other Current and Non-Current Assets

Other current and non-current assets increased $7.2 million, from $45.6 million as of December 31, 2013 to $52.8 million as of June 30, 2014. This increase is primarily due to an increase in various prepaid items, mainly prepaid internal use software and hardware maintenance fees.

Accrued Employee Compensation

Accrued employee compensation decreased $15.4 million, from $58.4 million as of December 31, 2013 to $43.0 million as of June 30, 2014. This decrease is primarily due to the payment of 2013 employee incentive compensation that were fully accrued for at December 31, 2013, offset to a certain degree by the accrual for the 2014 employee incentive compensation.

Cash Flows From Investing Activities

Our typical investing activities consist of purchases/sales of short-term investments, purchases of property and equipment, and investments in client contracts, which are discussed below.

Purchases/Sales of Short-term Investments. During the six months ended June 30, 2014 and 2013, we purchased $85.0 million and $98.9 million, respectively, and sold (or had mature) $109.1 million and $41.4 million, respectively, of short-term investments. We continually evaluate the appropriate mix of our investment of excess cash balances between cash equivalents and short-term investments in order to maximize our investment returns and will likely purchase and sell additional short-term investments in the future.

Property and Equipment/Client Contracts. Our capital expenditures for the six months ended June 30, 2014 and 2013, for property and equipment, and investments in client contracts were as follows (in thousands):

	Six Months Ended June 30,
	2014		2013
Property and equipment	$	11,196	$	11,125
Client contracts		3,296		3,808

The property and equipment expenditures during the six months ended June 30, 2014 consisted principally of investments in: (i) computer hardware, software, and related equipment; and (ii) facilities and internal infrastructure items.

The investments in client contracts for the six months ended June 30, 2014 and 2013 relate to client incentive payments ($3.0 million and $3.2 million, respectively) and the deferral of costs related to conversion/set-up services provided under long-term processing contracts ($0.3 million and $0.6 million, respectively).

Cash Flows From Financing Activities

Our financing activities typically consist of activities associated with our common stock and our long-term debt.

Cash Dividends Paid on Common Stock. During the six months ended June 30, 2014, we paid Board approved dividend payments totaling $10.3 million, of which $10.0 million related to the cash dividends that were approved in the first half of 2014, with the remaining amount attributed to previously unvested shares that were paid upon vesting in the first quarter.

Repurchase of Common Stock. During the six months ended June 30, 2013, we repurchased approximately 0.5 million shares of our common stock under the guidelines of our Stock Repurchase Program for $10.0 million. No share repurchases were made under the guidelines of our Stock Repurchase Program during the six month ended June 30, 2014. Outside of our Stock Repurchase Program, during the six months ended June 30, 2014 and 2013, we repurchased from our employees and then cancelled approximately 0.2 million shares of our common stock in each period for $6.6 million and $4.9 million, respectively, in connection with minimum tax withholding requirements resulting from the vesting of restricted common stock under our stock incentive plans.

Long-term Debt. During the six months ended June 30, 2014 and 2013, we made $7.5 million of principal repayments during each period.

Capital Resources

The following are the key items to consider in assessing our sources and uses of capital resources:

Current Sources of Capital Resources.

Cash, Cash Equivalents and Short-term Investments. As of June 30, 2014, we had cash, cash equivalents, and short-term investments of $189.6 million, of which approximately 85% is in U.S. Dollars and held in the U.S. We have $4.9 million of restricted cash, used primarily to collateralize outstanding letters of credit. For the remainder of the monies denominated in foreign currencies and/or located outside the U.S., we do not anticipate any material amounts being unavailable for use in running our business.

·	Operating Cash Flows. As described in the Liquidity section above, we believe we have the ability to generate strong cash flows to fund our operating activities and act as a source of funds for our capital resource needs.

Revolving Loan Facility. We have a $100 million senior secured revolving loan facility with a syndicate of financial institutions that expires in November 2017 (or December 2016 if certain conditions exist—see Note 5 to our Financial Statements for additional details). As of the date of this filing, we have $100 million of the revolving loan facility available to us.

Uses/Potential Uses of Capital Resources. Below are the key items to consider in assessing our uses/potential uses of capital resources:

Common Stock Repurchases. We have made repurchases of our common stock in the past under our Stock Repurchase Program. We did not repurchase any shares under our Stock Repurchase Program during the six months ended June 30, 2014. As of June 30, 2014, we have 2.1 million shares authorized for repurchase remaining under our Stock Repurchase Program. Our Credit Agreement places certain limitations on our ability to repurchase our common stock. We continue to evaluate the best use of our capital going forward, which from time-to-time, may include additional share repurchases as market and business conditions warrant.

Cash Dividends. In June 2013, our Board approved the initiation of a quarterly cash dividend to be paid to our stockholders. During the six months ended June 30, 2014, we made dividend payments totaling $10.3 million. Going forward, we expect to pay cash dividends each year in March, June, September, and December, with the amount and timing subject to the Boards’ approval.

·	Acquisitions. As part of our growth strategy, we are continually evaluating potential business and/or asset acquisitions and investments in market share expansion with our existing and potential new clients.

·	Capital Expenditures. During the six months ended June 30, 2014, we spent $11.2 million on capital expenditures. At this time, we expect our 2014 capital expenditures to be relatively consistent with that of 2013. As of June 30, 2014, we have made no significant capital expenditure commitments.

Investments in Client Contracts. In the past, we have provided incentives to new or existing U.S. processing clients to convert their customer accounts to, or retain their customer’s accounts on, our customer care and billing solutions. In addition, we incurred direct and incremental costs related to conversion/set-up services provided under long-term processing contracts. During the six months ended June 30, 2014, we made client incentive payments and incurred deferred conversion/set-up services costs totaling $3.3 million. As of June 30, 2014, we had commitments to make $3.0 million of client incentive payments, $1.5 million in 2015 and 2016, respectively.

Long-Term Debt Service. As of June 30, 2014 our long-term debt consisted of: (i) 2010 Convertible Notes with a par value of $150.0 million; and (ii) Credit Agreement term loan borrowings of $127.5 million. During the next twelve months, there are no scheduled conversion triggers on our 2010 Convertible Notes, and therefore, our expected cash debt service at this time related to the 2010 Convertible Notes is the $4.5 million of interest payments. Over the next 12 months, the mandatory repayments and the cash interest expense (based upon current interest rates) for our Credit Agreement are approximately $18.8 million and $3.1 million, respectively. We have the ability to make prepayments on our Credit Agreement without penalty.

·	We continue to evaluate the best use of our capital going forward, which from time-to-time, may include common stock repurchases, repurchases of our 2010 Convertible Notes, and/or prepayments on our Credit Agreement, as market and business conditions warrant.

In summary, we expect to continue to have material needs for capital resources going forward, as noted above. We believe that our current cash, cash equivalents and short-term investments balances and our revolving loan facility, together with cash expected to be generated in the future from our current operating activities, will be sufficient to meet our anticipated capital resource requirements for at least the next 12 months. We also believe we could obtain additional capital through other debt sources which may be available to us if deemed appropriate.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

Market risk is the potential loss arising from adverse changes in market rates and prices. As of June 30, 2014, we are exposed to various market risks, including changes in interest rates, fluctuations and changes in the market value of our cash equivalents and short-term investments, and changes in foreign currency exchange rates. We have not historically entered into derivatives or other financial instruments for trading or speculative purposes.

Interest Rate Risk.

The interest rate on our convertible debt is fixed, and thus, as it relates to our convertible debt borrowings, we are not exposed to changes in interest rates.

The interest rates under our Credit Agreement are based upon an adjusted LIBOR rate plus an applicable margin, or an alternate base rate plus an applicable margin. As of June 30, 2014, we were exposed to fluctuations in interest rate movements on $127.5 million of our term loan. See Note 5 to our Financial Statements for further details of our long-term debt.

A hypothetical adverse change of 10% in the June 30, 2014 adjusted LIBOR rate would not have had a material impact upon our results of operations.

Market Risk Related to Cash Equivalents and Short-term Investments.

Our cash and cash equivalents as of June 30, 2014 and December 31, 2013 were $86.1 million and $82.7 million, respectively. Certain of our cash balances are “swept” into overnight money market accounts on a daily basis, and at times, any excess funds are invested in low-risk, somewhat longer term, cash equivalent instruments and short-term investments. Our cash equivalents are invested primarily in institutional money market funds, commercial paper, and time deposits held at major banks. We have minimal market risk for our cash and cash equivalents due to the relatively short maturities of the instruments.

Our short-term investments as of June 30, 2014 and December 31, 2013 were $103.5 million and $128.2 million, respectively. Currently, we utilize short-term investments as a means to invest our excess cash, primarily in the U.S. The day-to-day management of our U.S. short-term investments is performed by a large financial institution, using strict and formal investment guidelines approved by our Board. Under these guidelines, short-term investments are limited to certain acceptable investments with: (i) a maximum maturity; (ii) a maximum concentration and diversification; and (iii) a minimum acceptable credit quality. At this time, we believe we have minimal liquidity risk associated with the short-term investments included in our portfolio.

Foreign Currency Exchange Rate Risk .

Due to foreign operations around the world, our balance sheet and income statement are exposed to foreign currency exchange risk due to the fluctuations in the value of currencies in which we conduct business. While we attempt to maximize natural hedges by incurring expenses in the same currency in which we contract revenue, the related expenses for that revenue could be in one or more differing currencies than the revenue stream.

During the six months ended June 30, 2014, we generated approximately 88% of our revenues in U.S. dollars. We expect that, in the foreseeable future, we will continue to generate a very large percentage of our revenues in U.S. dollars.

As of June 30, 2014 and December 31, 2013, the carrying amounts of our monetary assets and monetary liabilities on the books of our non-U.S. subsidiaries in currencies denominated in a currency other than the functional currency of those non-U.S. subsidiaries are as follows (in thousands, in U.S. dollar equivalents):

	June 30, 2014					December 31, 2013
	Monetary Liabilities			Monetary Assets		Monetary Liabilities			Monetary Assets
Pounds sterling	$	-		$	4,006	$	(39	)	$	3,075
Euro		(35	)		8,425		(41	)		5,618
U.S. Dollar		(78	)		12,297		(191	)		18,996
Other		(78	)		2,880		(8	)		2,686
Totals	$	(191	)	$	27,608	$	(279	)	$	30,375

A hypothetical adverse change of 10% in the June 30, 2014 exchange rates would not have had a material impact upon our results of operations.

Item 4. Controls and Procedures

(a) Disclosure Controls and Procedures

As required by Rule 13a-15(b), our management, including the Chief Executive Officer (“CEO”) and Chief Financial Officer (“CFO”), conducted an evaluation as of the end of the period covered by this report of the effectiveness of our disclosure controls and procedures as defined in Rule 13a-15(e). Based on that evaluation, the CEO and CFO concluded that our disclosure controls and procedures were effective as of the end of the period covered by this report.

(b) Internal Control Over Financial Reporting

As required by Rule 13a-15(d), our management, including the CEO and CFO, also conducted an evaluation of our internal control over financial reporting, as defined by Rule 13a-15(f), to determine whether any changes occurred during the quarter covered by this report that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting. Based on that evaluation, the CEO and CFO concluded that there has been no such change during the quarter covered by this report.

CSG SYSTEMS INTERNATIONAL, INC.

PART II. OTHER INFORMATION

Item 1. Legal Proceedings

From time-to-time, we are involved in litigation relating to claims arising out of our operations in the normal course of business. We are not presently a party to any material pending or threatened legal proceedings.

Item 1A. Risk Factors

A discussion of our risk factors can be found in Item 1A. Risk Factors in our 2013 Form 10-K. There were no material changes to the risk factors disclosed in our 2013 Form 10-K during the second quarter of 2014, with the exception of certain updates to the following risk factor:

Our Business is Dependent Upon the Economic and Market Condition of the Global Communications Industry.

Since the majority of our clients operate within the global communications industry sector, the economic state of this industry directly impacts our business. The global communications industry has undergone significant fluctuations in growth rates and capital investment cycles in the past decade. Current economic indices suggest a slow stabilization of the industry, but it is impossible to predict whether this stabilization will persist or be subject to future instability. In addition, industry consolidation continues as service providers look for ways to expand their markets and increase their revenues. A byproduct of this consolidation is that there could be fewer providers in the market, each with potentially greater bargaining power and economic leverage due to their larger size, which may result in our having to lower our prices to remain competitive, retain our market share, or comply with the surviving client’s current more favorable contract terms.

Continued consolidation, a significant retrenchment in investment by communications providers, or even a material slowing in growth (whether caused by economic, geo-political, competitive, or consolidation factors) could cause delays, cancellations or downward pricing pressure on our sales and services. This could cause us to either fall short of revenue expectations or have a cost model that is misaligned with revenues, either or both of which could have a material adverse effect on our financial position and results of operations.

We expect to continue to generate a significant portion of our future revenues from our North American cable and satellite operators. These clients operate in a highly competitive environment. Competitors range from traditional wireline and wireless providers to new entrants like digital lifestyle service providers such as Hulu, YouTube, Google, Netflix, Apple, and Amazon. Should these competitors be successful in their strategies, it could threaten our clients’ market share, and thus our source of revenues, as generally speaking these companies do not use our core solutions and there can be no assurance that new entrants will become our clients. In addition, demand for spectrum, network bandwidth and content continues to increase and any changes in the regulatory environment could have a significant impact to not only our clients’ businesses, but in our ability to help our clients be successful.

I tem 2. Unregistered Sales of Equity Securities and Use of Proceeds

The following table presents information with respect to purchases of company common stock made during the second quarter of 2014 by CSG Systems International, Inc. or any “affiliated purchaser” of CSG Systems International, Inc., as defined in Rule 10b-18(a)(3) under the Exchange Act.

Period	Total Number of Shares Purchased (1)		Average Price Paid Per Share		Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs		Maximum Number (or Approximate Dollar Value) of Shares that May Yet Be Purchased Under the Plan or Programs
April 1 – April 30		683	$	25.93		-		2,130,881
May 1 – May 31		336		25.42		-		2,130,881
June 1 – June 30		1,907		25.73		-		2,130,881
Total		2,926	$	25.74		-

(1)	The total number of shares purchased that are not part of the Stock Repurchase Program represents shares purchased and cancelled in connection with stock incentive plans.

Item 3. Defaults Upon Senior Securities

None

Item 4. Mine Safety Disclosures

None

Item 5. Other Information

None

Item 6. Exhibits

The Exhibits filed or incorporated by reference herewith are as specified in the Exhibit Index.

SIGNATURES

Pursuant to the requirements 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.

Dated: August 7, 2014

CSG SYSTEMS INTERNATIONAL, INC.

/s/ Peter E. Kalan

Peter E. Kalan

President and Chief Executive Officer

(Principal Executive Officer)

/s/ Randy R. Wiese

Randy R. Wiese

Executive Vice President and Chief Financial Officer

(Principal Financial Officer)

/s/ Rolland B. Johns

Rolland B. Johns

Chief Accounting Officer

(Principal Accounting Officer)

CSG SYSTEMS INTERNATIONAL, INC.

INDEX TO EXHIBITS

Exhibit
Number

Description

10.24AD*

Eighty-First Amendment to the CSG Master Subscriber Management System Agreement Between CSG Systems, Inc. and Time Warner Cable Inc.

10.24AE*

Eighty-Third Amendment to the CSG Master Subscriber Management System Agreement Between CSG Systems, Inc. and Time Warner Cable Inc.

10.24AF*

Eighty-Fourth Amendment to the CSG Master Subscriber Management System Agreement Between CSG Systems, Inc. and Time Warner Cable Inc.

10.24AG*

Eighty-Fifth Amendment to the CSG Master Subscriber Management System Agreement Between CSG Systems, Inc. and Time Warner Cable Inc.

10.24AH*

Amended and Restated Processing and Production Services Agreement entered into between CSG Systems, Inc. and Time Warner Cable Enterprises LLC

31.01

Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

31.02

Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

32.01

Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

101.INS

XBRL Instance Document

101.SCH

XBRL Taxonomy Extension Schema Document

101.CAL

XBRL Taxonomy Extension Calculation Linkbase Document

101.DEF

XBRL Taxonomy Extension Definition Linkbase Document

101.LAB

XBRL Taxonomy Extension Label Linkbase Document

101.PRE

XBRL Taxonomy Extension Presentation Linkbase Document

*	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.

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 (***).

Exhibit 10.24AD

EIGHTY-FIRST AMENDMENT

TO THE

CSG MASTER SUBSCRIBER MANAGEMENT SYSTEM AGREEMENT

BETWEEN

CSG SYSTEMS, INC.

AND

TIME WARNER CABLE INC.

This Eighty-first Amendment (the “Amendment”) is made by and between CSG Systems, Inc. , a Delaware corporation (“CSG”), and Time Warner Cable Inc. (“TWC”). CSG and TWC entered into a certain CSG Master Subscriber Management System Agreement executed March 13, 2003 (CSG document no. 1926320), and effective as of April 1, 2003, as amended (the “Agreement”), and now desire to further amend the Agreement in accordance with the terms and conditions set forth in this Amendment. If the terms and conditions set forth in this Amendment shall be in conflict with the Agreement, the terms and conditions of this Amendment shall control. Any terms in initial capital letters or all capital letters used as a defined term but not defined in this Amendment, shall have the meaning set forth in the Agreement. Upon execution of this Amendment by the parties, any subsequent reference to the Agreement between the parties shall mean the Agreement as amended by this Amendment. Except as amended by this Amendment, the terms and conditions set forth in the Agreement shall continue in full force and effect according to their terms.

CSG and TWC agree to the following as of the Effective Date:

The definition of Non-ACP Subscribers is hereby amended and restated such that “Non-ACP Subscribers” means “any subscribers or customers of TWC and/or its Affiliates for which TWC and/or its Affiliates receive bill processing from a third party billing processor or via a TWC or Affiliate proprietary billing system.”

2.	The following Section 1.6, Products/Services Relating to Non-ACP Subscribers, is hereby added to the Agreement.

1.6 Products/Services Relating to Non-ACP Subscribers. CSG has the right to determine which Products and/or Services it will offer to TWC and the Affiliates with respect to Non-ACP Subscribers based on CSG’s assessment of whether it has the functional and technical ability to provide such Products and Services with respect to Non-ACP Subscribers. TWC and any Affiliate of TWC may use and receive Products and/or Services offered by CSG with respect to Non-ACP Subscribers for the applicable fees provided in Schedule F or the applicable Statement of Work (as the case may be), and may enter into Statement(s) of Work to implement such Products and/or Services (or otherwise related to such a Product or Service), without any requirement that any such Affiliate execute a separate master agreement, or an Affiliate Addendum, with CSG. TWC and any Affiliate that elects to use a Product and/or Service offered by CSG for Non-ACP Subscribers are deemed to be “Customers” under the Agreement with respect to such their use of such Products and/or Services for Non-ACP Subscribers. For the avoidance of doubt, the Basic Products and Basic Services will not be provided by CSG, or purchased by TWC or an Affiliate, with respect to Non-ACP Subscribers. Further, the purchase by TWC or an Affiliate of any Product or Service offered by CSG for Non-ACP Subscribers is optional. After the expiration or termination of this Agreement and the expiration of the Termination Assistance Period, CSG shall not be obligated to provide Products and/or Services for use with Non-ACP Subscribers. Further, unless otherwise provided in an amendment to this Agreement, in addition, to TWC's termination rights set forth in Article 6 of the Agreement, *** ***** **** **** *** ***** ** ********* *** *** ** ******* ** *** ** *** ************** ********* ****** ** *** ******** ****** ******** *** ******* *********** *** ***********, upon prior written notice to CSG, at no charge or penalty to such Customer (s) unless mutually agreed otherwise in an amendment to this Agreement. With respect to any use of the Products or Services for Non-ACP Subscribers, Customers agree to be bound by the terms of this Agreement, but in any event, TWC will remain liable for all obligations of

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

Exhibit 10.24AD

any Affiliate (other than BHN) receiving Product(s) and/or Service(s) under this Agreement with respect to Non-ACP Subscribers, including, but not limited to, the obligation to pay any fees set forth in Schedule F .

3.	TWC and CSG hereby agree that the Seventy-sixth Amendment to the Agreement (CSG document no. 2504020), effective as of December 16, 2013, by and between TWC and CSG, was mis-numbered and that such mis-numbering is hereby corrected by renaming such amendment as the Eighty-second Amendment.

4. CSG has renamed its CSG Care Express® service to Precision eCare®. Therefore, CSG and Customer agree that all references in the Agreement to CSG Care Express® services, described in the Agreement, including associated fees, shall mean Precision eCare®.

THIS AMENDMENT is executed as of the day and year last signed below (the Effective Date").

TIME WARNER CABLE INC. (“TWC”)

CSG SYSTEMS, INC. (“CSG”)

By: /s/ Cesar Beltran

By: /s/ Joseph T Ruble

Name: Cesar Beltran

Name: Joseph T. Ruble

Title: Vice President

Title: EVP, CAO & General Counsel

Date: May 12th, 2014

Date: 27 May 2014

Exhibit 10.24AE

EIGHTY-THIRD AMENDMENT

TO THE

CSG MASTER SUBSCRIBER MANAGEMENT SYSTEM AGREEMENT

BETWEEN

CSG SYSTEMS, INC.

AND

TIME WARNER CABLE INC.

This Eighty-third Amendment (the “Amendment”) is made by and between CSG Systems, Inc. , a Delaware corporation (“CSG”), and Time Warner Cable Inc. (“TWC”). CSG and TWC entered into a certain CSG Master Subscriber Management System Agreement executed March 13, 2003 (CSG document no. 1926320), and effective as of April 1, 2003, as amended (the “Agreement”), and now desire to further amend the Agreement in accordance with the terms and conditions set forth in this Amendment. If the terms and conditions set forth in this Amendment shall be in conflict with the Agreement, the terms and conditions of this Amendment shall control. Any terms in initial capital letters or all capital letters used as a defined term but not defined in this Amendment, shall have the meaning set forth in the Agreement. Upon execution of this Amendment by the parties, any subsequent reference to the Agreement between the parties shall mean the Agreement as amended by this Amendment. Except as amended by this Amendment, the terms and conditions set forth in the Agreement shall continue in full force and effect according to their terms.

WHEREAS, CSG currently provides Customers with ACSR® (web-enabled) licenses ("ACSR WE Licenses") pursuant to the various Participating Affiliate Addendums and the Agreement; and

WHEREAS, TWC desires to reduce the number of ACSR WE Licenses for all Customers during calendar year 2014; and

WHEREAS, TWC desires to change the timing of invoices for certain ACSR WE Licenses with respect to fees for calendar year 2014 and, further, the party to which invoices for ACSR WE License fees will be directed, each as more specifically set forth below; and

WHEREAS, pursuant to the foregoing, the Parties desire to amend the Agreement as provided herein.

NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, CSG and TWC agree as follows:

As of December 31, 2013 and effective as of the first calendar quarter of 2014, pursuant to various Participating Affiliate Addenda and the Agreement, CSG and TWC agree that Customers have purchased, in the aggregate, a total of *** ******** **** ******* ************ (*****) ACSR WE Licenses, as follows:


Customer	Sys/Prin	Number of ACSR WE Licenses 2014 First Quarter*
*****	*********	*****
*****	*********	*** (also referred to herein as the “Original ACSR WE Licenses – *”)
*******	*********	***
*****	*********	**
***	*********	* (to TWC *******)
****	*********	***
Total		*****

* The number of ACSR WE Licenses, excluding the Original ACSR WE Licenses - *** will be adjusted for the second, third and fourth quarters of calendar year 2014 as set forth in Section 2(a) below.

**Subject to the second paragraph of Section 3, below

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

Exhibit 10.24AE

2 .	Notwithstanding anything in the various Participating Affiliate Addenda and the Agreement to the contrary:

(a) In lieu of invoicing for fees on an ****** *****, Facilities Management and Maintenance fees for all ACSR WE Licenses, excluding the Original ACSR WE Licenses – ***, with respect to calendar year 2014 will be invoiced to TWC (rather than Participating Affiliates) on a ********* *****, with the amount of fees invoiced determined on ********* *** **** *****, as follows: (a) on the ********* **** **** ******* ** *** ***** ******** ******* ** ****, and (b) ** *** ***** *** ** **** ** *** ******* ***** *** ****** ******** ******** of 2014 based on the applicable number of ACSR WE Licenses in use by Customers on the **** ******** *** ** *** *********** ********* ******** ******* of the calendar ******* to be invoiced.

(b) With respect to determining applicable fees in calendar year 2015, the number of ACSR WE Licenses will be determined as of ******* ** ****, based on any remaining ACSR WE Licenses of those specified in Section 1 above, including the Original ACSR WE Licenses – ***, in use as of ******** *** ****, if any (and on a similar basis in subsequent years, if applicable), subject to ***’* ******** with respect to any ******** in the ****** of such licenses (e-mail is acceptable). In addition, commencing as of ******* ** ****, (a) CSG will resume invoicing Facilities Management and Maintenance fees for such ACSR WE Licenses, as applicable, on an ****** *****, including the Original ACSR WE Licenses – *** pursuant to Section 4 below, and (b) CSG agrees to invoice TWC (rather than Participating Affiliates) for such fees (including any fees for ACSR (web-enabled) Access (for Excess Concurrent Use), if any).

3 .

The Original ACSR WE Licenses – ***, Facilities Management fees are currently ******** ******* pursuant to the Ninth Amendment under CSG document number 2295033 (currently the ****** is $***********) to the *** ********. Notwithstanding the foregoing, commencing as of the Effective Date, CSG shall invoice TWC (rather than the applicable Participating Affiliate) for such Facilities Management fees at the rate of $******* (such rate is subject to increase pursuant to Section 5.4 of the Agreement) per each such Original ACSR WE Licenses – *** in use as of the last day of the immediately prior ******** ***** by Sys/Prin *********, subject to TWC’s approval with respect to any ******** in the ****** of such licenses (e-mail is acceptable), until such time as the number of Original ACSR WE Licenses - *** ****** ****.

The foregoing notwithstanding, the Original ACSR WE Licenses – *** will be ********* ** ***** ****, subject to Section 2(b) above and after the ***** ******* (***) Licensed ACSR (web-enabled) – *** licenses in the table in Section 1 above under Sys/Prin ******** ****** ****.

4 .

Commencing on ******* ** ****, the Facilities Management fee for the Original ACSR WE Licenses - *** will be invoiced to TWC (rather than the applicable Participating Affiliate) on an ****** rather than ******* *****, with the number of Original ACSR WE Licenses - *** determined in the same manner as the other ACSR WE Licenses as set forth in Section 2(b) above. The annual Facilities Management fee for each Original ACSR WE Licenses - *** shall be calculated based on the then applicable per Original ACSR WE License – *** *** ********** ** **. For avoidance of doubt, pursuant to the 9th Amendment of the NYC Addendum, ** *********** **** ***** to the Original ACSR WE Licenses – ***.

5 .	Except as expressly set forth herein, the terms and conditions of this Amendment do not alter, change or waive any other terms and conditions set forth in the Agreement or any Participating Affiliate Addendum with respect to the ACSR WE Licenses.

[Signature Page Follows]

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

Exhibit 10.24AE

THIS AMENDMENT is executed as of the day and year last signed below (the Effective Date").

TIME WARNER CABLE INC. (“TWC”)

CSG SYSTEMS, INC. (“CSG”)

By: /s/ Cesar Beltran

By: /s/ Joseph T Ruble

Name: Cesar Beltran

Name: Joseph T. Ruble

Title: Vice President

Title: EVP, CAO & General Counsel

Date: June 6, 2014

Date: 16 June 2014

Exhibit 10.24 AF

EIGHTY-FOURTH AMENDMENT

TO THE

CSG MASTER SUBSCRIBER MANAGEMENT SYSTEM AGREEMENT

BETWEEN

CSG SYSTEMS, INC.

AND

TIME WARNER CABLE INC.

This Eighty-fourth Amendment (the “Amendment”) is made by and between CSG Systems, Inc. , (“CSG”), and Time Warner Cable Inc. (“TWC”). CSG and TWC entered into a certain CSG Master Subscriber Management System Agreement executed March 13, 2003 (CSG document no. 1926320), effective as of April 1, 2003, as amended (the “Agreement”), and now desire to further amend the Agreement in accordance with the terms and conditions set forth in this Amendment. If the terms and conditions set forth in this Amendment shall be in conflict with the Agreement, the terms and conditions of this Amendment shall control. Any terms in initial capital letters or all capital letters used as a defined term but not defined in this Amendment shall have the meaning set forth in the Agreement. Upon execution of this Amendment by each of CSG and TWC, the effective date of this Amendment is the date defined as the "Effective Date" of the New P&M Agreement (as defined below) (CSG document no. 2505411) (the "Effective Date"). Further, upon execution of this Amendment by the parties, any subsequent reference to the Agreement between the parties shall mean the Agreement as amended by this Amendment. Except as amended by this Amendment, the terms and conditions set forth in the Agreement shall continue in full force and effect according to its terms.

WHEREAS, CSG currently provides Customers with Print and Mail Services pursuant to the various Participating Affiliate Addendums and the Agreement; and

WHEREAS, CSG currently also provides print and mail services to TWC pursuant to that certain Processing and Production Services Agreement executed as of June 18, 2003 (CSG document no. 2294504), as amended (the "P&M Agreement"); and

WHEREAS, CSG and TWC desire to enter into a new print and mail master agreement, pursuant to which Customers (except ****** ***** ********, *** ("***"), which will continue to receive Print and Mail Services under this Agreement) and "Affiliates," pursuant to the P&M Agreement, will be provided print and mail services by CSG to TWCE (as defined below); and

WHEREAS, CSG and Time Warner Cable Enterprises LLC (“TWCE”) are currently negotiating terms and conditions of the new print and mail master agreement entitled "Amended and Restated Processing and Production Services Agreement" (CSG document no. 2505411) (the "New P&M Agreement").

Effective in the month in which pricing and services commence under the New P&M Agreement, CSG shall, except as to Print and Mail Services, Statement Express and Statement Express API (for purposes of this Amendment “Print and Mail Services”) that will continue to be provided by CSG to *** as applicable and the resulting obligations of CSG and *** relating thereto pursuant to the Agreement and Schedule I-14 to the Agreement, as amended, no longer provide Print and Mail Services to TWC and the Participating Affiliates (other than ***) and TWC and the Participating Affiliates (other than ***) shall no longer be obligated to pay fees for Print and Mail Services under this Agreement. The foregoing shall not impact or conflict with the obligations of CSG or TWC under the New P&M Agreement. Notwithstanding anything to the contrary in the Participating Affiliate Addendums, this Amendment shall govern and control CSG’s provision of and TWC’s (other than ***) obligation to pay for Print and Mail Services under this Agreement. Accordingly, the following Articles, sections and subsections of the Agreement shall no longer

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

Exhibit 10.24 AF

be applicable to TWC and the Participating Affiliates (other than ***), effective as of the effective date of the New Print Mail Agreement (the “New Print Mail Agreement Effective Date”):

a.	Article 3, "Services," Section 3.2, Print and Mail Services.

b.	Article 3, "Services," Section 3.3, Enhanced Print and Mail Services.

c.	Article 7, "Indemnity," Section 7.1, Intellectual Property Indemnity: reference to ESP statements.

d.	Schedule B, "Basic Products and Additional Products and Associated Exhibits": reference to CSG Statement Express®.

e.	The following Product Descriptions from Schedule B, "Basic Products and Additional Products and Associated Exhibits": CSG Statement Express.

Schedule C, "Basic Services and Additional Services and Associated Exhibits": (i) reference to Print and Mail Services/Enhanced Statement Presentation® (ESP®) under Basic Services shall be deleted; (ii) Enhanced Past Dues Notices – Exhibit C-6 under Additional Services shall be deleted; and (iii) Exhibit C-6, Enhanced Past Due Notices.

g.	Schedule C, "Basic Services and Additional Services and Associated Exhibits", Services Descriptions: the paragraph entitled Print and Mail Services/Enhanced Statement Presentation (ESP).

h.	Schedule D, Designated Environments: the CSG Statement Express® Designated Environment DEG.

i.	The following sections of Schedule F, Fees, including any footnotes attached thereto:

1.	CSG Services, III. Payment Procurement, A. Direct Solutions (Print and Mail)

2.	CSG Products, I. Call Center, H. Statement Express

3.	For purposes of clarification, the bullet points under CSG Services, I. Processing, A. Video and Non-Rated High Speed Data, 1. Monthly Connected Subscriber Charge related to Statement Express and Statement Express Archival, which read as follows:

·	Statement Express (Perpetual Software License) (refer to Section I under CSG PRODUCTS for items that are billed separately and excluded from the CSC)

·	Statement Express and Statement Express API Archival - Six (6) months of on-line statement image storage (refer to Section I under CSG PRODUCTS for items that are billed separately and excluded from the CSC)

j.	The following sections of Schedule K, Performance Standards and Remedies:

1.	Section (a) Performance (iv) ******* *****

2.	In Section B, ******, the reference to (a)(iv), as subject to a ** ******* **** ****.

k.	The following references in Schedule L, ****** **** ,: * ******* *****.

l.	Amendment 2, CSG document no.1958282, adding Postal Endorsement.

m.	Paragraph 1 (a) of Amendment 4, CSG document no. 2017632, adding Customer Letters.

n.	Amendment 25, CSG document no. 2291540, adding Standard Rate Mail for Letters.

o.	Amendment 37, CSG document no. 2297404, adding Enhanced Past Dues, Braille and Large Print Statements, Mail Trace and Highlight Color.

p.	Amendment 58, CSG document no. 2310598, adding Statement Express API services.

q.	Amendment 59, CSG document no. 2310701, providing for, among other things, unbundling of the Print and Mail Services from TWC’s CSC. As a result of the termination of Print and Mail Services under this Agreement, the following Paragraphs:

(i) Paragraph 4, which amended Section 3.2, Print and Mail Services;

(ii) Paragraph 20.d.;

(iii) Paragraph 20.e. solely with respect to references to Statement Express and Statement Express Archival in subsections numbered 28 and 29;

(iv) Paragraph 20.f;

(v) Paragraph 20.g.;

(vi) Paragraph 20.h.;

(vii) Paragraph 20.i; and

(viii) Paragraph 20.j.

r.	Amendment 72, CSG document no. 2501934, amending the additional statement page fee.

Effective upon the Effective Date of the New P&M Agreement, as a result of Statement Express and Statement Express API Services being provided under the New P&M Agreement, inapplicability of the Fifty-eighth Amendment to TWC and Participating Affiliates (other than ***) and the ********** ** ********* ******* archival from TWC’s CSC under the Agreement, the following shall take place:

CSG shall provide TWC with a ***-**** ******* ****** in the ****** of $********** to be reflected on TWC's invoice in the month following the Effective Date. The foregoing ****** represents the agreed upon *********** of ***** (*) ****** of the ****** *********** ********** **** by TWC in ******* for ********* *******.

CSG shall provide a ****** ******* TWC’s CSC in the amount of $****** *** ********* ********** *** ***** so long as any such *** *** ********* ********** *** applies under this Agreement and CSG shall ******** such ****** ****** on an annual basis in accordance with Section 5.4 in the **** ****** ** **** *** ******** under this Agreement, and CSG shall include such adjustment as a separate line item under *** ****. For example, if pursuant to Section 5.4, CSG has the right to ******** *** *** ******* *** ********* ********** fee hereunder by ****, the same ******** ***** ***** to the foregoing ****** ****** to ****** *** ************* *** ******** to the *** ****. For avoidance of doubt, such ****** shall apply any time the *** *** ********* ********** *** applies hereunder including, but not limited to, in connection with the *********** of a ************** ***, or for a ******* ********* ********** ******* or a TWC Renewal Term ******* ********** ********* ***********, ********** ****, *** ** ******, or other fees identified in this Agreement for ***** **********, if applicable.

In the event that any Print and Mail Services (and/or Products) under this Agreement are not provided as print/mail products and/or services under the New P&M Agreement as of the New P&M Agreement Effective Date, CSG will continue to provide such Print and Mail Services (and/or Products) under this Agreement to Customers under the terms of this Agreement in effect immediately prior the Effective Date of this Amendment until the effective date of an amendment to the New P&M Agreement to incorporate such print/mail products and/or services on terms and pricing no less favorable than under this Agreement.

4.	Effective upon the Effective Date of the New P&M Agreement, Paragraph 17 of Amendment 59, CSG document no. 2310701, providing for "******** **" under Schedule F to the Agreement, is deleted in its entirety and restated as follows:

"********** ****

During the term of this Agreement, each month each Customer shall be responsible for paying CSG the fees, as set forth in this Schedule F , in relation to any Products or Services utilized by such Customer during such month. The Parties have mutually agreed upon the fees for the Products and Services to be provided hereunder based upon certain ******* ******* ** ******** ********, and the term of this Agreement. Customers acknowledge and agree that, ******* *** ********* ** ******* ******** ** *** *********** set forth in this Agreement, CSG would have been ********* ** ******* *** ******** *** ******** ** *** **** set forth in this Schedule F . Because of the difficulty in ascertaining ***’* ****** ******* for a *********** ** ***** ****** ** **** ********* ** *** ********* ** * *********** ** **** ********* before the ********** ** *** ****-******* ****, TWC agrees that, upon *********** ** **** ********* ** *** ******** *** ******* ***** **** ** *** ******** ** ******* ***(*) ** ***(*) in addition to *** ***** ******* **** *** *** ***** ** *** *** ******** ********** ********* *** **** *** ** *** (as a ******** ************** *** *** *** ** * *******) ** ****** ***** **: the ******* ** (i) the ******* *** **** ******* ** *** ***** **** ******** * ** ********** **** *** ******* ********* ********** *******, ** ****** ** *** **** ** *********** ** **** ********** ********** ** **** *** ****** ** ****** ********* ** *** **** ** **** ********* *** ***** **** ** *********** ** ****** (the “************** ***”). *** acknowledges and agrees that the ************** *** is a ********** ********** ** *** ****** ******* **** *** ***** ****** ** *** **** ** **** ** ******* *** ****** ** ******** ************ ** **** *********."

IN WITNESS WHEREOF, CSG and TWC each cause this Amendment to be duly executed below by its duly authorized representative as of the date indicated below, effective as of the Effective Date.

TIME WARNER CABLE INC. (“TWC”)

CSG SYSTEMS, INC. (“CSG”)

By: /s/ Cesar Beltran

By: /s/ Joseph T Ruble

Name: Cesar Beltran

Name: Joseph T. Ruble

Title: Vice President

Title: EVP, CAO & General Counsel

Date: April 27th. 2014

Date: 30 April 2014

Exhibit 10.24AG

EIGHTY-FIFTH AMENDMENT

TO THE

CSG MASTER SUBSCRIBER MANAGEMENT SYSTEM AGREEMENT

BETWEEN

CSG SYSTEMS, INC.

AND

TIME WARNER CABLE INC.

This Eighty-fifth Amendment (the “Amendment”) is made by and between CSG Systems, Inc. , a Delaware corporation (“CSG”), and Time Warner Cable Inc. (“TWC”). CSG and TWC entered into a certain CSG Master Subscriber Management System Agreement executed March 13, 2003 (CSG document no. 1926320), and effective as of April 1, 2003, as amended (the “Agreement”), and now desire to further amend the Agreement in accordance with the terms and conditions set forth in this Amendment. If the terms and conditions set forth in this Amendment shall be in conflict with the Agreement, the terms and conditions of this Amendment shall control. Any terms in initial capital letters or all capital letters used as a defined term but not defined in this Amendment, shall have the meaning set forth in the Agreement. Upon execution of this Amendment by the parties, any subsequent reference to the Agreement between the parties shall mean the Agreement as amended by this Amendment. Except as amended by this Amendment, the terms and conditions set forth in the Agreement shall continue in full force and effect according to their terms.

CSG and TWC agree as follows as of the date last signed below (the "Effective Date"):

1.	Amended and Restated Schedule P . Schedule P to the Agreement is hereby amended and restated to read in its entirety, as set forth in the document that is labeled as “Schedule P” and attached to this Amendment.

IN WITNESS WHEREOF the parties hereto have caused this Amendment to be executed by their duly authorized representatives as of the Effective Date.

TIME WARNER CABLE INC. (“TWC”)

CSG SYSTEMS, INC. (“CSG”)

By: /s/ Sully McConnell

By: /s/ Joseph T Ruble

Name: Sully McConnell

Name: Joseph T. Ruble

Title: Vice President

Title: EVP, CAO & General Counsel

Date: May 12, 2014

Date: 15 May 2014

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

Exhibit 10.24AG

SCHEDULE P

EXPORT APPROVED PRODUCTS AND EXPORT APPROVED COUNTRIES


Foreign Countries	Products
*********	*ACSR
**** * ***** **** ***** * ** ** ******* ***** ****** **** ****** ******** ****** ******	*ACSR (web-enabled) Product Configurator
	*These products include the following software or product modules: 1.CIT 2.Leads Tracking 3.OWF 4.Enhanced Campaigns 5.Offer Management 6.Equipment (OPE) 7.Billing Calculator 8.Credit Verification 9.Risk Management 10.ACSR Voice 11.EAR / AR 12.Account Hierarchies 13.Outage Detection 14.Enhanced Statement Screen 15.AOI / AIT 16.LOB indicators (HSD, Voice, Data), a/k/a ACSR HSD module 17. Unbilled Usage

Exhibit 10.24AH

AMENDED AND RESTATED PROCESSING AND

PRODUCTION SERVICES AGREEMENT

This AMENDED AND RESTATED PROCESSING AND PRODUCTION SERVICES AGREEMENT (“Agreement”), is made and entered into effective as of the date of last signature by a party hereto (“Effective Date”), by and between CSG Systems, Inc. (“CSG”), with a principal office located at 9555 Maroon Circle, Englewood, CO 80112 and Time Warner Cable Enterprises LLC., a limited liability company (“TWC”), with a principal office located at 60 Columbus Circle, New York, New York 10023.

WHEREAS, CSG and Time Warner Cable Inc. entered into that certain ComTec Processing and Production Services Agreement (CSG #2294504) effective as of June 18, 2003, as amended (“Original Agreement”);

WHEREAS, on or before the Effective Date, Time Warner Cable Inc. assigned all of its rights, title and interest under the Original Agreement to TWC;

WHEREAS, CSG and Time Warner Cable Inc. entered into a Master Subscriber Management Agreement (CSG #1926320), executed March 13, 2003 and effective as of April 1, 2003, as amended (“Billing Agreement”) which relates to print/mail products and services;

WHEREAS, CSG and ****** ***** ********* *** (“***”), an entity affiliated with Time Warner Cable, Inc., entered into a Processing and Output Services Agreement (CSG #2500363) executed December 31, 2012, as amended (“*** *********”) which relates to print/mail products and services;

WHEREAS, CSG and TWC desire to amend and restate the Original Agreement, to transfer print/mail products and services, described herein as Products and Services, from the Billing Agreement to this Agreement, and to establish a procedure whereby *** may receive Products and Services hereunder;

NOW, THEREFORE, in consideration of mutual covenants and agreements contained herein, the parties agree as follows:

1. Definitions . As used herein, the following terms shall have the meanings set forth below:

“ACP Client” shall mean any Client that receives bill processing from CSG under the Billing Agreement and will receive Products and Services under this Agreement. ACP Clients as of the Commencement Date are described in Exhibit K .

“Addendum” shall mean the agreement in the form of Exhibit L between *** and CSG for the provision of Products and Services to *** under the terms and conditions of this Agreement.

“Allocated Monthly PDF Service Fee” shall mean $******.

“Client” or “Clients” shall mean TWC, and each TWC Company that receives Products and/or Services pursuant to this Agreement.

“Commencement Date” shall mean May 1, 2014.

“Control” (including the terms "controlling," "controlled by" and "under common control with") shall mean, in relation to any business entity, the ownership directly or indirectly of fifty percent (50%) or more of the outstanding voting securities or capital stock of such business entity, or any other comparable equity or ownership interest with respect to a business entity other than a corporation, or the possession, either directly or indirectly, of the legal power to direct or cause the direction of the general management of the entity in question, whether through the ownership of voting equity interests, by contract, or otherwise.

“Customer” means any customer or subscriber of a Client.

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

Exhibit 10.24AH

“Electronic Billing” shall have the meaning set forth in Section 3(f) of this Agreement.

“Electronic Billing Systems” shall mean any Client or third party systems that provide electronic presentment or payment of Customer bill statements on behalf of Clients.

“Export Approved Countries,” if applicable to the Services and Products under this Agreement, shall mean *********, ******, ***** ****, ********* ********, *********, *****, ******, ******, ***********, *********, ** ********, ******** ** ******** and ************ ** ********.

“Letter of Authorization” or “LOA” shall mean an agreement executed by CSG and any Client for the provision of CSG professional services to Client in connection with Products and/or Services at an estimated fee of less than $*********.

“Materials” shall mean paper and envelopes.

“Migration Services” shall have the meaning set forth in Section 3(d) of this Agreement.

“Migration to CSG” shall have the meaning set forth in Section 3(d) of this Agreement.

“Migration SOW” shall have the meaning set forth in Section 3(d) of this Agreement. “Non-ACP Client” shall mean any Client which receives bill processing from a third party bill processor or via a Client proprietary billing system. Non-ACP Clients as of the Commencement Date are described in Exhibit K .

“Other Mediums” shall mean mediums that Clients may elect from time to time including but not limited to website and desktop applications, wireless devices, etc. through which PDF Images may be viewed.

“PDF Images” shall mean a Customer’s statement in the form of a .pdf image exactly as a hard copy version of the statement would appear to the applicable Customer (front and back), including customized statement messages and advertisements.

“PDF Presentment Services” shall mean the services defined in Exhibit A , Section 9 and in Exhibit A-4 .

“Pricing Schedule” shall mean Exhibit C , Fees, to this Agreement .

“Products” shall mean any software or other products licensed or otherwise provided by CSG to Clients under this Agreement, including but not limited to those described on Exhibit B hereto and/or as listed on Exhibit C hereto.

“Services” shall mean the processing, print and mail and other services provided by CSG under this Agreement, including but not limited to those described on Exhibit A hereto and/or as listed on Exhibit C hereto.

“Statement of Work” or “SOW” shall mean an agreement executed by CSG and any Client for the provision of CSG professional services to Client in connection with Products and/or Services at an estimated fee of more than $*********.

“Technical Services” shall mean professional services provided by CSG.

“Technical Services fee” shall mean the Technical Services fee as set forth in Exhibit C , Fees, Section 3.B.IV., Optional Services.

“Third Party Systems” shall mean third party systems not provided by TWC through which PDF Images may be viewed.

“TWC Company or “TWC Companies” shall mean (a) Time Warner Cable Inc. and/or Time Warner Entertainment-Advance/Newhouse Partnership, or (b) any entity that is majority-owned by TWC and/or one or more of the foregoing entities, or (c) any corporation, partnership, limited liability company or other entity which is managed in whole or in

significant part by any entity described in clause (a) or (b) above or through managers designated by any entity described in clause (a) or (b) above.

“TWC Design Look and Feel” shall have the meaning set forth in Section 13(c) of this Agreement.

“TWC Marks” shall have the meaning set forth in Section 13(b) of this Agreement.

“USPS” shall have the meaning set forth in Section 3(f) of this Agreement.

2. Term . This Agreement shall commence as of the Effective Date and shall expire on April 30, 2019. As of the Commencement Date, the Original Agreement shall be superseded by the terms of this Agreement with respect to Products and Services hereunder; provided, however, that the Statements of Work and/or Letters of Authorization described in Exhibit J shall remain in effect and be governed by this Agreement.

3. Services and Products .

(a) As of the Commencement Date, CSG will provide Products and Services to ACP Clients. Concurrently herewith, CSG and Time Warner Cable Inc. are negotiating an amendment to the Billing Agreement to delete print/mail products and services in the Billing Agreement, including but not limited to paragraph B. of the Section in Schedule F of the Billing Agreement titled “********** ****” (as set forth in the Fifty-Ninth Amendment to the Billing Agreement) (“Billing Agreement Amendment”). The parties thereto agree to sign the Billing Agreement Amendment to be effective on May 1, 2014. In the event that any print/mail products and services under the Billing Agreement are not identified under this Agreement as Products and Services as of the Commencement Date, CSG will continue to provide such print/mail products and services to ACP Clients under the terms of the Billing Agreement until the effective date of an amendment to this Agreement to incorporate such print/mail products and services on terms and pricing no less favorable than in the Billing Agreement.

(b) At any time during the Term of this Agreement, *** may elect to receive Products or Services in accordance with the terms and conditions of this Agreement by giving CSG at least thirty (30) days’ prior written notice of such election to CSG and TWC. At any time following such notice from ***, CSG may provide *** with copies of this Agreement and any subsequent amendments thereto promptly after execution by CSG and TWC without prior notice to TWC and without violating the provisions of Section 9, Confidentiality. *** and CSG shall execute an Addendum in the form of Exhibit L to document such election and, as of the effective date thereof, *** may receive Products and Services hereunder. The Addendum shall not vary the terms and conditions of this Agreement as it applies to *** without TWC’s prior written consent. CSG shall provide a copy of the Addendum (and any subsequent amendments thereto) to TWC promptly after execution by CSG and ***. If CSG and *** make any such variation, then CSG agrees that, upon TWC’s election, Clients shall be entitled to any rights or benefits in favor of *** set forth in any such variations, and CSG will provide TWC with confirmation of such variations. Notwithstanding the above, CSG may provide print/mail products and services to *** under and Addendum, as it may be amended from time to time, that are not Products and Services under this Agreement without TWC’s prior written consent and such shall not be considered a variation hereunder. TWC shall not be responsible for ***’* compliance with this Agreement or for the acts or omissions of ***. Instead, if *** elects to receive Products or Services hereunder, CSG shall look only to *** for payment of all amounts owed to CSG, and performance of any other obligations hereunder, as they relate to ***.

(c) Any TWC Company (at its option) may purchase Products and Services pursuant to this Agreement by (i) submitting a purchase order therefor to CSG or by an amendment mutually acceptable to the parties, and (ii) where Client is migrating print/mail services from a different provider or contract to this Agreement, such Client shall also enter into a mutually agreed upon Statement of Work for Migration Services (as defined in paragraph (d) below). Schedule K shall be amended to include such TWC Company’s sites.

(d) Where migration from a different print/mail vendor or a different contract will occur in connection with any Products and/or Services purchased by a Client hereunder (a “Migration to CSG”), CSG and Client shall enter into a Statement of Work pursuant to which CSG shall provide the following Services (collectively, “Migration Services”):

(i) programming and implementation of the Client’s proprietary bill statement design provided by the Client to CSG;

(ii) programming and implementation necessary in order for CSG to process, print and mail all hard copy bill statements;

(iii) programming and implementation of the PDF Presentment Services and support to third party Electronic Billing Systems, Third Party Systems and Other Mediums in accordance with this Agreement and SOWs; and

(iv) any other activities, including letters, that are mutually agreed upon in connection with the Migration to CSG.

Where a Migration to CSG involves the Migration Services described in paragraphs (d)(i) or (d)(ii) above, then unless otherwise agreed by such Client in writing, CSG may not charge any fees or expenses for such Migration Services, except for any reasonable out-of-pocket travel expenses that are mutually agreed upon in writing in a Statement of Work for such Migration Services (“Migration SOW”). Where a Migration to CSG involves the Migration Services described in paragraphs (d)(iii) or (d)(iv) above, then, subject to mutual agreement of the parties, CSG may charge fees and expenses for such Migration Services, including any reasonable out-of-pocket travel expenses, that are mutually agreed upon in writing in the Migration SOW, computed on the basis of the Technical Services fees. Migration Services shall be deemed to be complete when the services set forth in each Migration SOW are accepted by Client(s), except that the Migration SOW for Customer billing statements will be deemed complete once CSG has printed and mailed the first live Customer billing statement for each bill cycle to be migrated. After completion of each Migration SOW, the Client shall have a period of ***** (**) days to identify and communicate to CSG any problems identified by the Client in connection with the printing and mailing of such billing statements or services under such Migration SOW, provided that such problems arise from CSG’s failure to meet the requirements of the Migration SOW. CSG agrees to correct any such problems at ** ****** to the Client. Any technical and programming services requested by the Client subsequent to completion of the Migration Services (except for any issues identified within the ***** (**) day window described above) shall be performed by CSG for a fee computed on the basis of the Technical Services fees.

(e) CSG shall provide the Services and Products to Clients for the prices set forth in the Pricing Schedule.

(f) During the Term, each Client hereunder shall use CSG as its sole and exclusive provider of services for the printing and mailing, through the United States Postal Service (“USPS”), of its Customers’ monthly bill statements solely to the extent described on Exhibit H ; provided, however, that such obligation shall not apply with respect to any cable system or business unit (i) that will undertake a Migration to CSG until the Migration to CSG is completed; or (ii) acquired by a Client and within the scope described on Exhibit H for the term (which shall not include any optional renewals) of any existing agreement with a different print and mail vendor or a different contract with CSG applicable to such cable system or business unit. Notwithstanding the foregoing, under no circumstances shall such obligation be deemed to apply to the generation or viewing of images of Customer bill statements or to electronic presentment or payment of Customer bill statements (collectively, “Electronic Billing”). CSG understands and agrees that Clients may purchase or receive services from third parties, and license or receive products from third parties, that are similar to the Services and Products with respect to (i) any part of its business that is not expressly included within the scope of exclusivity described on Exhibit H ; and (2) Electronic Billing. Without limiting the Products and/or Services that may fall within the term “Electronic Billing” hereunder in the future, the parties agree that, as of the Commencement Date, the Services provided under this Agreement that fall within the term “Electronic Billing” are as follows: PDF Presentment Services, Statement Express, Statement Express API, Exact View and Exact View API. With respect to any Client that is subject to the exclusivity obligations described in the first sentence of this Section 3(f), CSG acknowledges and agrees that it is not a violation of such exclusivity obligations if such Client sells, transfers or otherwise divests any cable system(s) or business unit(s) receiving Products and/or Services under this Agreement (whether such transaction takes the form of a conveyance of assets or equity, merger, consolidation or other business reorganization). For purposes of the preceding sentence, “divest” shall mean a sale or transfer to an entity that is not a TWC Company.

(g) Subject to each Client’s compliance with any applicable exclusivity obligations it may have under Section 3(f) above, any Client may, by notice to CSG from time to time, add or remove cable systems or business units, as applicable, with respect to which it will receive Services and Products hereunder.

(h) A Client may modify specifications for a particular Service by furnishing revised specifications in writing to CSG, which completely replace the previous specifications. If such a modification would result in significant out-of-pocket

costs for CSG to perform the required Service, as so modified by such Client, then (i) CSG shall promptly notify Client of such increased costs and shall set forth in writing and in reasonable detail the basis for calculating any such increase in cost, and (ii) CSG and such Client shall negotiate in good faith to determine a reasonable price increase for the performance of such Service pursuant to such modified specification. If CSG and such Client cannot reach mutual agreement on the price relating to such modification, then CSG shall not proceed with performance of such Service pursuant to such modified specification.

4. Support Services .

CSG shall provide each Client with technical support and maintenance of the Products and Services as described on Exhibit G hereto (“Support Services”). In the event that CSG and the applicable Client disagree about the appropriate severity level classification of the reported problem, then the ************** ** *** ******* **** ** ****** ***** ******.

5. Service Level Agreement .

CSG shall provide the Products and Services in accordance with the service levels described in Exhibit I .

6. Invoicing and Payment; Audit Rights .

(a) All Clients shall be aggregated for purposes of determining the applicable fee rate pursuant to the Pricing Schedule (where any such fees fluctuate based on volume); but once such rate(s) have been determined, CSG shall invoice each Client separately for the fees relating solely to Products and Services provided to such Client in accordance with the applicable Client’s invoicing instructions (for example, invoicing address and separate invoices relating to residential vs. business Customers). Invoices will be rendered monthly by CSG to each Client and payment for all invoiced amounts (other than any amount disputed by a Client in good faith) shall be due net ********** (**) **** from the date of the invoice. With respect to disputed amounts, once the billing dispute is resolved, payment shall be made by the applicable Client within *** (**) **** following such resolution. All payments shall be sent to the address of CSG set forth on the applicable invoice.

(b) During the Term, the Termination Assistance Period and for one year thereafter, (i) CSG shall maintain complete and accurate books and records to substantiate CSG’s charges invoiced hereunder, and (ii) TWC (or an independent third party on behalf of TWC) shall have the right to inspect, copy, verify and audit such books and records at any time upon *** (*) ***** prior written notice in order to verify that CSG’s charges to Clients under this Agreement are in accordance with this Agreement. Any information provided to TWC or its designated third party under this Section, and any information derived from, and the process of, such review shall constitute CSG’s Confidential Information and shall be subject to the terms of Section 9. Any overcharge of a Client discovered in connection with an audit of CSG by TWC shall be ******** to the applicable Clients within ****** (**) **** of the completion of such audit. If such an audit uncovers an overcharge of Clients exceeding **** ******* (**) for the audit period, then *** shall promptly ********* *** for all ********** ******** ******** in the conduct of such audit. TWC may perform such audit only during CSG’s normal business hours and may not unreasonably disrupt CSG’s business operations. CSG, and its employees, agents and representatives, will cooperate with TWC’s reasonable requests that are within the scope of the audit permitted above.

7. Taxes . All applicable taxes, fees, levies, imposts, duties, withholding or other taxes, exclusive of those relating to CSG’s net income (including any interest and penalty thereon) arising from the provision of the Services to a Client are to be paid by such Client. Each Client will indemnify and hold harmless CSG from and against any liability arising out of a third party claim for such taxes, fees, levies, imposts, duties, withholding or other taxes, exclusive of those relating to CSG’s net income (including any interest and penalty thereon) arising from the provision of the Services to such Client. *** and such ****** shall comply with the *************** ********** set forth in ******* **.

8. Account Management . CSG agrees to maintain dedicated account management for Clients and to use its commercially reasonable efforts to minimize the turnover of Clients’ account managers. At no charge, CSG will hold twice-yearly on site (as requested) statement summits with Clients to review project metrics and conduct planning and prioritization of upcoming initiatives. The purpose of these meetings shall be to maintain open lines of communications between Clients and CSG as well as to share technical information between Clients. CSG shall facilitate conference calls at Client request (collectively, “User Group Meetings”) in order to discuss topics of relevance to Clients and solicit Clients’ input in order to

improve CSG’s level of service provided to Clients including, without limitation, bill design and redesign issues, successful database driven upsell/advertising campaigns on bill statements, future intelligent messaging campaigns, retention strategies, use of planet codes, use of imaging solutions, other marketing, customer service, information technology, and billing and finance issues of Clients. All User Group meetings shall be hosted by CSG at CSG’s sole expense.

9. Confidential Information .

(a) Clients, on the one hand, and CSG, on the other hand, will treat as confidential all of the following information received by such party hereunder (the “Receiving Party”) that is provided by the other party hereto (the “Disclosing Party”): any information or data that is (i) fixed in a tangible medium (including any electronic medium) and furnished by the Disclosing Party to the Receiving Party under this Agreement and marked as the confidential or proprietary information of the Disclosing Party; or (ii) which, if disclosed orally, is identified by the Disclosing Party at the time as being confidential or proprietary and is confirmed by the Disclosing Party as being Confidential Information in writing within ****** (**) **** after its initial disclosure. In addition, CSG acknowledges that all information and data relating to the residential or commercial Customers of a Client, in whatever form provided, shall constitute Confidential Information of such Client. Further, the terms and conditions of this Agreement shall constitute Confidential Information of each party hereto. The Receiving Party will make the same effort to safeguard the Confidential Information of the Disclosing Party as it does in protecting its own proprietary data but in no event less than reasonable care. All data and other information provided to CSG by a Client shall remain the exclusive property of such Client. The Receiving Party will not disclose or make available the Confidential Information supplied by the Disclosing Party to anyone other than its employees agents, or third party contractors who have a need to know the information for purposes of conducting the Receiving Party’s business, or provision or consumption of Products or Services and who agree to comply with restrictions with respect to the Confidential Information that are no less restrictive than the use and nondisclosure obligations (and, in the case of Personal Information, the privacy and data security obligations) of this Agreement that are applicable to such Confidential Information. Unless use and access of Confidential Information is at the request and direction of the Disclosing Party, the Receiving Party shall be responsible under this Agreement, as though it were the Receiving Party’s act or omission, for any violation of the provisions of this Section 9 that is caused by the acts or omissions of any third party to which it has disclosed any Confidential Information of the Disclosing Party. Each party shall notify all employees, third party contractors and agents who have access to Confidential Information or to whom disclosure is made that the Confidential Information is the confidential, proprietary property of the Disclosing Party and shall instruct such employees, agents and third party contractors to maintain the Confidential Information in strict confidence. In the event of any conflict or inconsistency between the provisions of this Section 9(a) and Section 10, the provisions of Section 10 shall control and prevail. The Receiving Party shall use the Confidential Information of the Disclosing Party only for the purpose of fulfilling its obligations under this Agreement and, in the case of TWC as the Receiving Party also for the purpose of using the Products and Services.

(b)The Receiving Party shall be relieved of the obligations of Section 9(a) with respect to information it can establish through credible evidence: (i) was in the public domain at the time it was disclosed or has become in the public domain through no fault of the Receiving Party; (ii) was known to the Receiving Party, without restriction, at the time of disclosure as shown by the files of the Receiving Party in existence at the time of disclosure; (iii) was independently developed by the Receiving Party without any use of the Disclosing Party’s confidential information and by employees or other agents of the Receiving Party who have not had access to any of the Disclosing Party’s confidential information; or (iv) became known to the Receiving Party, without restriction, from a source other than the Disclosing Party (which source was not bound by confidentiality restrictions) without breach of this Agreement by the Receiving Party and otherwise not in violation of the Disclosing Party's rights. In furtherance of CSG’s obligations hereunder and without limiting the foregoing, CSG agrees that, with respect to any materials that contain personally identifiable information of a Client’s Customers that CSG discards or disposes of under this Agreement, CSG shall properly shred any such materials in order to avoid a disclosure of such Confidential Information of such Client.

(c)If the Receiving Party is required by any law, rule or regulation of any governmental authority or by order of any court of competent jurisdiction to disclose Confidential Information of the Disclosing Party, the Receiving Party may disclose such Confidential Information to such governmental authority or court to the extent so required, provided, that, the Receiving Party shall: (i) give reasonable notice to the Disclosing Party in advance of such disclosure; (ii) seek confidential treatment of such information from the entity to which the disclosure is made; and (iii) limit disclosure of the Disclosing Party's Confidential Information to that required to be disclosed.

(d)Upon the termination, cancellation or expiration of this Agreement for any reason or upon the reasonable request of the Disclosing Party, all Confidential Information of the Disclosing Party, together with any copies thereof, shall be returned to the Disclosing Party or, if requested by the Disclosing Party, destroyed, in which case the Receiving Party shall certify that such destruction has occurred.

(e)Each of the parties acknowledges and agrees that the other would be irreparably harmed if any of the Confidential Information were to be disclosed to third parties, or if any use were to be made of the Confidential Information other than that permitted herein, and further agrees that the other shall have the right to seek and obtain injunctive relief upon any violation of the terms of this Section, in addition to all other rights and remedies available at law or in equity.

(f)The Receiving Party shall defend, hold harmless and indemnify the Disclosing Party and the Disclosing Party’s owners, parent company, partners, affiliates, subsidiaries, agents, officers, directors, managers, or employees (collectively, the “Related Parties”) from any and all losses, damages, liabilities, judgments, settlement amounts, costs and expenses (including, without limitation, reasonable attorneys’ fees) arising from any third party claim, demand, action, suit, proceeding or investigation against the Disclosing Party as a result of the Receiving Party’s breach of its obligations under this Section 9. The affected parties shall comply with the indemnification procedures set forth in Section 15.

10.	Privacy and Data Security Obligations .

(a) For purposes of this Agreement:

“Personal Information” means any information or data that identifies an individual or from which an individual may be identified that is provided or made available to CSG by Clients, and accessed, received, controlled, stored, processed, transmitted, maintained, or possessed by CSG, in connection with the provision of Products and/or Services under this Agreement for or on behalf of Clients, including, without limitation, an individual’s name, address, telephone number, driver’s license, identification card or passport numbers, personal identification codes or numbers, electronic mail names or addresses, account numbers, and other similar information, however described, as defined under applicable law.

(b) In connection with its performance of the Services hereunder, and in addition to any other of its obligations set forth herein, CSG: (1) acknowledges that CSG is responsible for the privacy and security of the Personal Information that CSG, at any time, accesses, stores, processes, transmits, or otherwise possesses, for such time as the Personal Information remains in CSG’s or its Permitted Subcontractors’ (as defined in Section 10(k) below) possession or control; and (2) shall comply with and adhere to all applicable laws, in each case as such may be amended, modified, supplemented, or replaced from time to time (“Security Requirements”).

(c) Subject to Section 10(f) below, if requested by TWC, CSG shall, not more than once per year, provide TWC with such evidence, information, and documentation as is reasonably necessary to demonstrate and confirm CSG’s compliance with the Security Requirements and the requirements of this Section 10.

(d) In connection with the Services provided by CSG under this Agreement, Clients may provide to CSG and CSG may access certain Personal Information (orally, in writing, or in any other form or media) relating to Customers, potential Customers, employees, or independent contractors of Clients or TWC Companies. CSG shall use its commercially reasonable efforts to protect the confidentiality and security of the Personal Information. CSG acknowledges and agrees that the Personal Information is, as between CSG and Clients, the sole property of the applicable Client, and shall be considered Proprietary Information hereunder. CSG shall use Personal Information for the purpose of providing Services pursuant to this Agreement and for other purposes that are expressly agreed upon between CSG and Clients. CSG shall not use Personal Information for the purpose of soliciting, or to permit any others to solicit, individuals to subscribe to any other services or promote the sale of any product. Except as otherwise set forth in this Section 10, CSG shall not, under any circumstances directly or indirectly reveal Personal Information to any third party, for any reason without the prior written consent of the applicable Client, which such Client may withhold in its sole and absolute discretion.

(e) CSG represents, warrants, and covenants to Clients that CSG has developed and implemented, currently has in place, and shall maintain during the Term of this Agreement and the Termination Assistance Period an information security program that is at least industry standard and that includes administrative, technical, and physical safeguards and

controls sufficient to: (i) ensure the security and confidentiality of Personal Information; (ii) protect against anticipated threats or hazards to the security or integrity of such information; and (iii) protect against unauthorized access to, or disclosure or use of, Personal Information that CSG accesses, receives, stores, processes, transmits, maintains, or possesses (collectively, “Security”). CSG shall document its Security and all safeguards, procedures, and controls and update them as necessary to comply with applicable laws. Such Security shall include, but not be limited to, the following:

(1) CSG has developed and implemented and shall maintain appropriate security measures regarding physical and electronic access to Personal Information, which measures shall be materially based upon ******* or equivalent industry standards and best practices applicable to Products and Services provided by CSG and shall include, without limitation: (A) physical access controls and access controls on information systems, including secure user authentication protocols, secure access control methods, firewall protection, and malware protection, (B) encryption of electronic information, including in transit and in storage on systems or networks, in each case where appropriate or required by applicable laws, which may include Massachusetts M.G.L. c. 93H and 201 CMR §§ 17.00-17.05; (C) employee background checks for any new employees, contractors or agents with responsibilities for or access to Personal Information for purposes of providing the Services; (D) training to implement the information security measures; and (E) industry standard measures to protect against destruction, loss or damage to Personal Information.

(2) Only those CSG employees, contractors or agents who are necessary in CSG’s performance of its obligations under this Agreement, may have access to the Personal Information (whether physically or through computer system access) and such access shall solely be on a “need to know” basis. To the extent Personal Information is stored electronically in connection with this Agreement on any information processing system, such system will have industry standard password control access. In furtherance, and not in limitation of, the foregoing, CSG shall comply with all rules, regulations, and requirements governing access to C lients’ systems and facilities.

(3) CSG shall employ **********, **********, and ******** ********** to ensure internal compliance with the requirements and safeguards set forth in this Section 10(e) the (“Security Safeguards”) and shall conduct a complete assessment of the Security Safeguards at least ********. Subject to Section 10(f) below, CSG shall, upon request from TWC, provide a report on the results of this assessment.

(4) If requested by TWC, CSG shall, at least **** **** ******** **** at ** ******* **** ****** ***** ******** from the previous audit (such interval, the “Audit Period”), (i) provide TWC with a copy of its most recent SOC 1 report and, to the extent CSG has obtained the same, a copy of CSG’s most recent SOC 2 Type 2 audit, report, attestation and opinion, and (ii) at ***’* *******, allow TWC ******, for the purpose of evaluating CSG’s ******** *** ******* ****** and ********* ************* ** ********, to CSG’s *****, **********, ******* (including **************, ********, ******, **********, and ****), and ****** ********** through or from which the Services are provided, including those of all of CSG’s ************** and ********** ************* (if applicable) as applicable to Products and Services provided to TWC and Clients, (collectively, “CSG Systems”). In performing such evaluation, but without prejudice to TWC’s right to ****** the CSG Systems, TWC will first consider the documents which CSG may make available to TWC, which may include, but not be limited to CSG’s Internal Audit security and data privacy *********, ***** and ****** ******* over CSG’s *****, **********, ******* and ****** ********** through or from which the Services are provided prior to the execution of further evaluation procedures. CSG shall provide the reports authorized to be distributed to TWC to TWC within *** (*) **** of CSG’s receipt thereof. For purposes of this section “******” shall mean **** **** ****** or ******** ** * *** ******** with CSG designated ****** *** ***********.

(f) CSG’s obligations to demonstrate and confirm its compliance with the Security Requirements pursuant to Section 10(c) above, or to ****** ** *** ******* ** *** ******** ********** ********** pursuant to Section 10(e)(3) above, shall be subject to CSG’s right to withhold any *********** or ****** regarding the specific details of how its Security Requirements controls and/or Security Safeguards are implemented to the extent that such disclosure would be

reasonably likely to jeopardize the security of its other customers’ confidential information or the integrity of its Security Requirements controls and/or Security Safeguards, as determined by CSG in its reasonable discretion (the “Security Requirements Disclosure Exception”). For the avoidance of doubt, the Security Requirements Disclosure Exception in no way entitles CSG to refuse to provide a ********** ******** *********** of what its Security Requirements ******** ***/** ******** ********** are, what *********** **** *** ******** ** *******, and *** ***** *********** *** ********** ********** ** ******* ************ ****** ** ******** ***********. With regard to any information that is requested by TWC but that CSG does not provide pursuant to the Security Requirements Disclosure Exception, CSG will, if requested by Client, provide to TWC a written certification from an officer of CSG that CSG is complying with the terms of the Security Requirements.

(g) CSG shall comply with all laws, rules, and regulations applicable to the handling of personally identifiable information that are now in effect or hereafter promulgated, to the extent the same apply to the Services provided by CSG under this Agreement or any Personal Information that CSG controls, accesses, receives, stores, processes, transmits, maintains, or possesses in connection with the provision of the Services. Without limiting the foregoing, CSG acknowledges and agrees that Personal Information relating to Customers or potential Customers of TWC or any TWC Company may be subject to the “subscriber” privacy protections set forth in Section 631 of the Cable Communications Policy Act of 1984, as amended (47 U.S.C. Section 551) and, to the extent applicable to CSG and as related to the provision of Services hereunder, CSG shall comply with the requirements thereof.

(h) If, at any time, CSG discovers or becomes aware of any unauthorized disclosure of or access to Personal Information, (“Security Incident”), CSG shall, as soon as reasonably practical after discovery and reasonable investigation thereof, and subject to any reasonable restrictions placed on CSG by any law enforcement agency in the process of conducting an investigation relating thereto (“Law Enforcement Restrictions”), notify TWC in writing of such Security Incident, including a detailed description of such Security Incident and take the measures as may be reasonably necessary to prevent any further Security Incident. CSG shall fully cooperate with TWC in any reasonable action or proceeding as may be deemed necessary by TWC as the result of such Security Incident.

(i) In the event of any Security Incident, and subject always to any third party confidentiality obligations owed by CSG, CSG shall permit TWC and ***** ******** ******* to ******* * ******** ****** of CSG’s ********** ** *** ******** ******** which may include the ************** ** ******** ***** *** ******* ******** ** *** in conducting its investigation, but in any event solely to the extent necessary to investigate and/or remediate a Security Incident and in no event for discovery purposes in a suit between the parties (the “Security Audit”), provided, however, that absent reasonable provocation or unless required by applicable laws, rules or regulations (collectively, “Laws”), such Security Audit will not be performed more than **** ********. CSG shall provide TWC and ***** ******** ******* with full cooperation and access to the extent reasonably required, to enable such Audit. If any Audit identifies any failure of CSG to comply with the Security Requirements or other requirements of this Section 10, CSG shall ******** ****** ***/** ****** *** **** ******* and deliver written notice of such efforts and remedy to TWC and any other affected Client(s). TWC acknowledges and agrees that any such Security Audit shall be proportionate to the applicable Security Incident and the level of risk arising therefrom, as ********** ** *** ** *** ********** **********. Nothing in this subsection shall prevent TWC from separately requesting discovery and production from CSG of the materials provided herein pursuant to a pending matter before a court of competent jurisdiction.

(j) Upon the termination, cancellation, or expiration of this Agreement for any reason and the expiration of the Termination Assistance Period, or upon the request of any Client, all Personal Information, together with any copies made thereof, in addition to any media upon which such Personal Information or copies thereof is stored, whether electronic, magnetic, hard copy or in any other form, shall be returned to the applicable Client or, if requested by any Client, destroyed in a commercially reasonable manner and certified destroyed by CSG in writing.

(k) To the extent that CSG is permitted to engage subcontractors to perform, or otherwise provide support to assist CSG to perform, any portion of the Services hereunder and who have access to Personal Information (each a “Permitted Subcontractor”), then: (i) CSG shall not share or disclose, or engage a Permitted Subcontractor to access, store, process, transmit, or otherwise possess any Personal Information of any Customer, unless and until such Permitted Subcontractor has agreed in writing to protect such Personal Information of such Customer in a manner equivalent to that required of CSG under this Agreement, and then only on a need-to-know basis; (ii) CSG shall cause such Permitted Subcontractors to comply in all material respects with obligations and restrictions associated with the services, tasks,

functions, and responsibilities performed by such Permitted Subcontractors, including, without limitation, the obligations set forth in this Section 10; (iii) CSG shall maintain a current and accurate list of all Permitted Subcontractors and shall, in the event of a Security Incident involving any Permitted Subcontractor(s), provide reasonably necessary details with respect to such Permitted Subcontractor(s) to Clients; (iv) to the extent CSG engages any Permitted Subcontractor as a **** ****** *** ******** ** ******* ******** *********** ** *** ******** (a “**** ******”), CSG ***** *** *******, ********** or ********* ****** such **** ****** with, or to, any **** ****** ******* ******* ** *** ****** ****** without the ***** ******* ******* ** ***; and (v) CSG shall not otherwise permit any Personal Information to be transferred outside of the United States, except that this prohibition does not ******** *** ********* *********** supporting the Products and Services from ********* ******** *********** or ************ *********** from a ******** ******* the ****** ******.

(l) The exclusions set forth in Section 9(b)(i) through (iv) above shall not apply to Personal Information.

(m) CSG acknowledges and agrees that, in the course of providing the Services hereunder, CSG off-shore resources shall not have access to any TWC technical information, or other materials, that would require a Client to obtain any export licenses, authorizations, clearances or approvals.

(n) CSG shall defend, hold harmless and indemnify Clients and Clients’ Related Parties from any and all losses, damages, liabilities, judgments, settlement amounts, costs and expenses (including, without limitation, reasonable attorneys’ fees) arising from any third party claim, demand, action, suit, proceeding or investigation against Clients as a result of CSG’s breach of its obligations under this Section 10. CSG and the affected Clients shall comply with the indemnification procedures set forth in Section 15.

(o) The rights and obligations set forth in this Section 10 shall survive the expiration or termination of this Agreement for any reason.

11. Warranties .

(a)CSG shall use due care in processing all work submitted by each Client. CSG warrants that all statements mailed by CSG hereunder for a Client shall conform to the format and other specifications agreed to by CSG and such Client. CSG shall, at such Client’s option and CSG’s sole expense, either rerun or credit any job, or any portion of any job, which cannot be used in the normal course of such Client’s business due to errors made by CSG.

(b)In performing all Services hereunder, CSG shall assign personnel to complete the Services that are competent, knowledgeable and experienced professionals in the type of Services to be performed pursuant to this Agreement. CSG warrants that it will perform the Services in a professional and workmanlike manner and in accordance with the highest industry standards. In addition, CSG warrants that the Products will perform, in all material respects, in accordance with the published specifications for such Products (“Specifications”). In case of breach of the foregoing warranty or any other duty related to the quality of the Services or Products for which a remedy is not provided under subparagraph 11(a) above, CSG will promptly correct, replace or re-perform any defective Service or Product or, if not commercially practicable, CSG will accept the return of the defective Product, or the rejection of such Service, and refund to the applicable Client the amount actually paid to CSG for such Service or Product.

(c)TO THE FULLEST EXTENT PERMITTED BY LAW, AND EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, NEITHER PARTY MAKES ANY REPRESENTATION OR WARRANTY TO THE OTHER PARTY, EITHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING ANY REPRESENTATION OR WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.

12. Limitation of Liability .

EXCEPT FOR (A) AMOUNTS OWED PURSUANT TO **** *****’* *************** *********** UNDER THIS AGREEMENT, (B) AMOUNTS OWED TO ******* *** ******* ***** **********, AND (C) DAMAGES ARISING FROM A *****’* ******* **********, UNDER NO CIRCUMSTANCES WILL CSG, ON THE ONE HAND, OR CLIENTS, ON THE OTHER HAND, BE LIABLE FOR ANY SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE, EXEMPLARY OR CONSEQUENTIAL DAMAGES OF ANY KIND OR NATURE, WHETHER BASED ON

BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, EVEN IF SUCH PARTY IS NOTIFIED OF THE POSSIBILITY OF SUCH DAMAGES. EXCEPT FOR (I) AMOUNTS OWED PURSUANT TO **** *****’* *************** *********** UNDER THIS AGREEMENT, (II) AMOUNTS OWED TO ******* *** ******* ***** **********, (III) DAMAGES ARISING FROM A *****’* ******* ********** ** (IV) *******’ ********* *** ********** *** ******** OR ANY ******** **** **** ******* ***** ******* *(*) PRIOR TO ***********, IN NO EVENT WILL THE AGGREGATE LIABILITY INCURRED BY CSG, ON THE ONE HAND, OR CLIENTS, ON THE OTHER HAND, EXCEED AN AMOUNT EQUAL TO THE AMOUNT ******** **** ** ******* ** *** ****** *** **** (*) ***** PERIOD PRECEDING THE CLAIM (EXCLUDING ******* ******* AND ******** *******). If fewer than **** (*) ****** have accrued under the Agreement at the time a claim arises, THE AMOUNT ******** **** BY CLIENTS TO CSG DURING THE **** (*) ***** PERIOD PRECEDING THE CLAIM will be computed by including ******************************* under the ****************** and ALL ************ BY THE *********** for ******************* and ******** PROVIDED UNDER THE ***************** (EXCLUDING *************** AND ****************), PRIOR TO THE COMMENCEMENT DATE, that constitute Products and Services under this Agreement. CSG SHALL HAVE NO LIABILITY FOR DAMAGES RESULTING FROM ERRONEOUS OR INCOMPLETE, PROCESSING OR TRANSMISSION OF INFORMATION OR DATA BY CLIENTS.

13. Intellectual Property; Infringement Indemnity .

(a)All computer software developed and/or utilized by CSG in conjunction with CSG’s Services, whether or not Clients have been charged for such software, and all updates, modifications, enhancements and derivative works of such software and all copies thereof shall be and remain owned by and the sole property of CSG; provided however, that software provided to CSG by a Client and developed by Client or by a third party for such Client, where title to such software vests in such Client or is licensed to such Client shall remain the property of such Client. All trademarks, service marks, copyrighted material or art or other intellectual property owned or licensed by a Client and provided to CSG hereunder shall be used solely for the purpose of performing the Services and CSG shall acquire no right, title or interest therein.

(b)CSG agrees that it shall not make use of any corporate names, trade names, logos, product/service identifiers, trademarks and/or service marks owned or licensed by Clients (the “TWC Marks”) except as expressly approved in writing, in advance, by the applicable Client. All such approvals granted by a Client shall (i) be valid solely during the term specified by the Client, (ii) be limited to the specific purpose for which approval was sought and received (to the extent reasonably required in connection with CSG’s performance under this Agreement and/or any SOW), and (iii) be deemed a limited, non-exclusive, non-transferable, revocable right and license, without right to sublicense, to use the TWC Marks designated by the Client for the approved use, which right and license shall terminate and revert to the Client contemporaneously with the earliest of the expiration or earlier termination of the term of the licensed TWC Marks as specified by the Client, the expiration of this Agreement, or upon any earlier termination of this Agreement by TWC in accordance with the terms of this Agreement. All such uses shall be in accordance with the reasonable procedures and guidelines provided by the Client to CSG from time to time. CSG shall abide by all applicable laws and regulations with respect to the TWC Marks. CSG agrees that it shall not bring any legal action or claim that challenges the TWC Marks licensed to CSG for use in connection with this Agreement and/or any SOW in any forum, provided, however, the foregoing is not intended to prevent CSG from defending, or in any manner limit CSG’s ability to defend, itself against any third party claims for infringement based on the TWC Marks brought against CSG. Further, CSG shall use reasonable efforts to avoid registering on its own behalf any confusingly similar trade names, trademarks, insignia, or domain names in any jurisdiction. As between the parties, TWC shall be and remain the owner of all right, title and interest in and to all TWC Marks, along with any goodwill associated therewith, and all intellectual property rights in any of the TWC Marks licensed to CSG for its use in connection with this Agreement and/or any SOW, and CSG hereby assigns to TWC all right, title and interest CSG may be deemed to have therein. Without limiting the foregoing, all goodwill arising from CSG’s use of any TWC Marks licensed to CSG for use in connection with this Agreement and/or any SOW shall, as between the parties hereunder, inure to the benefit of TWC and its applicable licensors. All rights not expressly granted by Clients are reserved. No implied licenses are granted by the terms of this Agreement and/or any SOW and no license rights with respect to any TWC Marks shall be created by implication or estoppel.

(c)TWC Design Look and Feel:

(1)

Except as provided in Section 13(c)(2), “TWC Design Look and Feel” means (i) the composite design (or “theme”) of any statement designs provided by a Client on or after June 9, 2011 or as described in the Statement of Work entitled “Conversion Services for Full Color Printing and Mailing” (CSG Document #2305966), whether in draft or final form, (ii) any enhancements, modifications and/or updates thereto whether provided by a Client and/or otherwise developed in connection with this Agreement and whether in draft or final form, and (iii) all intellectual property rights therein, if any. TWC Design Look and Feel may include such elements as graphics, text, headings, borders, pictures, bullets, colors, shapes layouts, styles (fonts) and typefaces to the extent not excluded under Section 13(c)(2).

(2)

TWC Design Look and Feel shall not mean elements that (i) are general or generic in nature, (ii) are used by CSG and/or any third party on behalf of CSG separate and apart from the totality of the TWC Design Look and Feel, (iii) constitute tools, materials, methodologies, templates, know-how, designs and all updates, modifications, enhancement and derivative works thereof that are of general application and used or usable generally by CSG in the provision of services to its customers that are not specific and unique to the TWC Design Look and Feel (collectively, the “General Tools”), (iv) constitute the features and/or components of the TWC Design Look and Feel contributed by CSG through the use of the General Tools (“CSG Components”), or (v) constitute computer software developed and/or utilized by CSG in conjunction with the CSG Services under this Agreement and/or any SOW, and all updates, modifications, enhancements and derivative works of such software and all copies thereof (the “CSG Software”). For avoidance of doubt, the CSG Software excludes any software provided to CSG by a Client and developed by a Client or by a third party for such Client, where title to such software vests in such Client or is licensed to such Client as provided in Section 13(a) of this Agreement.

(3)

CSG hereby acknowledges and agrees that the TWC Design Look and Feel shall be owned by, and the exclusive property of, the applicable Client. CSG shall use such TWC Design Look and Feel solely in connection with performing its obligations under this Agreement. All rights not expressly granted by the Client are reserved. CSG acknowledges and agrees that no implied licenses are granted by Clients hereunder with respect to the TWC Design Look and Feel and no license rights with respect to any TWC Design Look and Feel shall be created by implication or estoppel.

(4)

Clients hereby grant to CSG a non-exclusive, non-transferable, royalty-free, license (without right to sub-license) to use the TWC Design Look and Feel solely for the purpose of performing the Services and providing any deliverables under this Agreement and/or any SOW. CSG agrees that it shall not disclose or suggest to any of its other customers, the TWC Design Look and Feel. For purposes of illustration and without limiting the foregoing, neither CSG nor any third party on behalf of CSG shall use or replicate the TWC Design Look and Feel for any other customer of CSG.

(5)

Notwithstanding anything in this Agreement to the contrary, but subject to the limitations set forth in Sections 13(c)(5)(y) and 13(c)(5)(z), CSG agrees that CSG shall not (i) incorporate into the bill statements of any of its customers other than Clients, any of the four (4) features and/or components described in Exhibit D to this Agreement (the “TWC Elements”), and/or (ii) disclose or suggest to, or make available to, any of its other customers, any of the TWC Elements. The foregoing Sections 13(c)(5)(i) and 13(c)(5)(ii), (y) shall not, in response to the independent request of any other customer of CSG, restrict CSG from independently creating and developing any features and/or components that are the same or substantially similar to the TWC Elements without reference to or use of the TWC Elements and/or the underlying creative and development information of CSG and TWC and/or of TWC which was utilized in creating and developing such TWC Elements, and (z) shall not apply to any features and/or components that are the same or substantially similar to the TWC Elements that CSG may have placed into production for, or delivered to, any other CSG customer, or that CSG independently developed, prior to **** *, **** as evidenced and verified by contemporaneous written records.

(6)	Notwithstanding anything in this Agreement to the contrary, to the extent CSG contributes or utilizes any

CSG Components and/or General Tools in the creation or development of the TWC Design Look and Feel, Client shall be entitled to replicate or have replicated the TWC Design Look and Feel without restriction. For avoidance of doubt, nothing contained in this Agreement shall be construed to prohibit Clients and/or their respective third parties from replicating any elements of the Client statements, including without limitation, designs as described in Section 13(c)(1), and CSG hereby acknowledges and agrees that Clients and/or their respective third parties may, without restriction replicate any elements of the Client statements, including without limitation, designs as described in Section 13(c)(1) (e.g., look and feel, functions and features, components, etc.). The foregoing shall survive the expiration and/or termination of this Agreement.

(d)Infringement Indemnity

(1) If any action, suit or proceeding is instituted against any Client based upon a claim that any Service or Product, or the systems or software used by CSG to provide any Service, infringes a copyright, trademark, trade secret or U.S. patent or any other intellectual property of a third party, then CSG shall indemnify, defend (including, without limitation, by making any interim payment necessary for appeal) and hold such Client and such Client’s Related Parties harmless, at CSG’s sole expense, and pay the damages and costs finally awarded against such Client and/or its Related Parties in the infringement action or any settlement amount approved by CSG, but only if such Client complies with the indemnification procedures set forth in Section 15 below. If a Product or Service, or any one or part thereof, are in such action held to constitute an infringement of a third party’s rights as set forth above, or the exercise of Client’s rights thereto is enjoined or restricted or in CSG’s reasonable judgment such rights thereto may be enjoined or restricted, CSG shall, at its own expense and in its reasonable discretion: (i) procure for Clients the right to use such Product or Service; (ii) replace or modify such Product or Service to make it non-infringing, while providing equivalent performance and functionality; or (iii) if neither (i) nor (ii) are commercially reasonable after CSG’s use of commercially reasonable efforts to achieve (i) or (ii), then CSG may direct the return of such Product or Service, terminate the related licenses and refund to Client any prepaid, unearned fees. After the occurrence of subsection (iii), *** *** ********* **** ********* **** ***** ******* ****** to CSG if, in ***’* ********** ********, the **** *** *** ********* ******** *** ******** *** *** **** ** ********* ********** ******** *** ******** ***** ** ********** ****** ** *** ********* **** *** **** ***** ** *** ************** ** ********** (iii) above or if ***’* *********** ***** ****** ** * ******** ****** ** *******’ *************. Notwithstanding the foregoing provisions of this Section 13(d)(1) and Section 15, CSG shall have no obligation with respect to any infringement action to the extent that the infringement is caused by (x) any modification t o a Product not provided or approved in writing by the CSG or its subcontractor, (y) use of any older version of a Product when use of a newer version would have avoided the infringement, but only if the newer version has been provided to Clients at no additional charge and CSG has provided written notice to Clients that Clients need to migrate to the newer version in order to avoid an infringement claim, or (z) use of a Product or Service by Client(s) in brea ch of this Agreement.

(2) If any action, suit or proceeding is instituted against CSG based upon a claim that any intellectual property of Client used by CSG in the form furnished and manner approved by Client and otherwise in conformity with the terms of this Agreement and any SOW hereunder infringes a copyright, trademark, trade secret or U.S. patent or any other intellectual property of a third party, then Client shall indemnify, defend (including, without limitation, by making any interim payment necessary for appeal) and hold CSG and CSG’s Related Parties harmless, at Client’s sole expense, and pay the damages and costs finally awarded against CSG and/or its Related Parties in the infringement action or any settlement amount approved by Client, but only if CSG complies with the indemnification procedures set forth in Section 15.

(3) THIS SECTION 13(d) AND SECTION 15 SET FORTH THE EXCLUSIVE REMEDY OF THE INDEMNIFIED PARTY AGAINST THE INDEMNIFYING PARTY AND THE COMPLETE LIABILITY OF THE INDEMNIFYING PARTY WITH RESPECT TO ANY INTELLECTUAL PROPERTY INFRINGEMENT CLAIM IN CONNECTION WITH THIS AGREEMENT.

14. ************************************.

CSG shall ********* *** **** ******** ******* *** ***** ******* ******* **** *** ******* *** ******* ******** ************ ********** ********** ******** ***** *** ******** (including, without limitation, reasonable attorneys’ fees) arising from any ***** ***** ****** ******* ******* ***** ********** or ************* ******* ****** ** a result of a ****** ** *** ** *** ** *** **************** *********** ********* or ***** or ********** of this ********* or any ********* ** **** executed pursuant hereto which, if ********, would cause a ****** ** ** ** ********* ** ********** ***.

15. Indemnification Procedures .

In the event of a claim by a third party, with respect to which either CSG or a Client is entitled to indemnification under any provision of this Agreement, the party seeking indemnification (“Indemnified Party”) shall promptly notify the other party (“Indemnifying Party”); provided, however, that any unintentional failure to make such prompt notification shall not relieve the Indemnifying Party of its obligations hereunder unless the Indemnifying Party’s ability to defend such claim is materially prejudiced thereby. The Indemnifying Party shall have sole control over the defense of the claim and any negotiation for its settlement or compromise, and the Indemnified Party shall comply with any reasonable actions required by the Indemnifying Party (at the Indemnifying Party’s expense) to minimize the Indemnifying Party’s and/or the Indemnified Party’s liability in the claim, provided such compliance is not, in the reasonable opinion of the Indemnified Party’s counsel, adverse to the Indemnified Party’s interests. However, the Indemnifying Party shall not settle any such claim or alleged claim without first obtaining the Indemnified Party’s prior written consent where the settlement would result in any admission of wrongdoing or liability on the part of the Indemnified Party, impose any obligation or liability on the Indemnified party (other than monetary liability for which the Indemnified Party is indemnified by the Indemnifying Party, or adversely affect the Indemnified Party’s rights, and such consent shall not be unreasonably withheld. In addition, the Indemnified Party may participate in any claim for indemnification under this Agreement using its own counsel at its own expense.

16. Insurance . CSG shall maintain the insurance coverages set forth on Exhibit E hereto in compliance with the terms and conditions set forth on Exhibit E hereto.

17. Disaster Recovery. CSG shall maintain a business continuity/disaster recovery plan, ********** ********** ** ***, which shall describe a pre-planned sequence of events to ensure the continuation, recovery, and restoration of all “mission-critical business functions” in the event of a business disaster with respect to CSG and which shall set forth specific time commitments for the restoration of the provision by CSG of all Services and Products pursuant to this Agreement (“Recovery Deadlines”). For purposes hereof, “mission-critical business functions” (e.g. ******** ********** ********* *********, and **********) are those which, ** *** *********, would ***** *** ********* **, or *********** ******* ******* ****, the ******** or ******** ******** by CSG to Clients. CSG shall comply in all material respects with the business continuity/disaster recovery plan ******** ** *** and shall adhere to all Recovery Deadlines in the event of a business disaster. A copy of CSG’s current business continuity/disaster recovery plan is attached hereto as Exhibit F . In the event of a disaster or other event resulting in the loss by CSG of any Client’s data, cycle mailings or Materials, CSG shall promptly regenerate such data, resupply such Materials and/or re-perform the Services, as applicable, ** ** ********** ****** ** **** ******. In the event that CSG moves performance of the Services to a different output center location as a result of a disaster, Clients ***** *** ** ******* *** *** ********** ***** ********** **** **** ****, including without limitation, ******** ***** for ********* ****** ** * ********* ********.

18. Termination. Without limiting any termination right set forth elsewhere in this Agreement, the following termination rights apply.

(a)Either CSG or TWC may terminate this Agreement with immediate effect by giving written notice to the other party if the other party:

(i) becomes insolvent, makes a general assignment for the benefit of creditors, suffers or permits the appointment of a receiver for its business or assets, becomes subject to any proceeding under any bankruptcy or insolvency law whether domestic or foreign that, if involuntary, is not dismissed within ***** (**) ****, or has wound up or liquidated, voluntarily or otherwise, or has otherwise ceased to conduct in the normal course, its business; or

(ii) is in material breach of this Agreement and has failed to cure such breach within ****** (**) **** after receipt from the non-breaching party of written notice of breach and intent to terminate if such breach is not cured

within such ****** (**)-*** period (provided, however, that there shall be ** **** ****** with respect to the ************ ** the **** ******** ****** ****** *** ****** (**) ***** period and, in such event, the termination shall be effective upon receipt of notice from the terminating party unless a later effective date is specified in such notice), except that this clause (ii) shall not be applicable with respect to breaches committed by a Client other than TWC which shall, instead, be governed by subparagraph (c) below. An example of a material breach by CSG would be the disclosure of personally identifiable Customer information by CSG. Such example is included herein only for illustrative purposes. Such example is by no means the exclusive grounds on which TWC could claim that a material breach had occurred or an exhaustive list of the acts or omissions of CSG that may constitute a material breach of this Agreement and shall in no way restrict the facts or circumstances under which TWC may be able to claim that CSG has materially breached this Agreement.

(b)In addition to, and without limiting the provisions of subparagraph (a) above, if CSG fails to supply acceptable quality services and products to any Client, or fails to meet the service level agreement requirements set forth in this Agreement with respect to any Client, and CSG has been given written notice of any such failure and has failed to correct same within ****** (**) **** of CSG’s receipt of such notice (provided, however, that there ***** ** ** **** ****** with respect to the ************ ** *** **** ******* ****** *** ****** (**) ***** period), then such Client shall have the right, upon notice to CSG, to terminate such Client’s receipt of Products and Services hereunder. Such termination shall be effective upon the receipt of such termination notice from such Client unless a later effective date is specified in such notice to CSG.

(c)CSG may terminate its provision of all Products and Services to a particular Client other than TWC only if such Client is in material breach of this Agreement and has failed to cure such breach within ****** (**) **** after receipt of written notice from CSG provided to such Client, with a copy to TWC, reasonably specifying such failure and stating its intention to terminate this Agreement with respect to such Client if such failure is not cured within such thirty (30) day period (provided, however, that there shall be ** **** ****** with respect to the ************ of the **** ******** ****** ****** *** ****** (**) ***** period and, in such event, the termination shall be effective upon receipt of such notice from CSG unless a later effective date is specified in such notice).

(d)Any Client may terminate a Product or Service that falls within the term “Electronic Billing” (including without limitation the PDF Presentment Services, Statement Express, Statement Express API, Exact View and Exact View API or any successor Products or Services) that it is then receiving, *** ***********, and ******* ****** ** *******, upon ****** (**) **** prior written notice to CSG.

19. Termination Assistance. Notwithstanding any other provision of this Agreement, upon the expiration or earlier termination of this Agreement, either in its entirety or only as it pertains to a Product and/or Service that is terminated pursuant to Section 18(d) (including without limitation the PDF Presentment Service, Statement Express, Statement Express API, Exact View and Exact View API or any successor Products or Services), and either with respect to all Clients or with respect to a particular Client, in each such case: (a) CSG shall reasonably cooperate with Client(s), to facilitate a seamless transition by Client(s), pursuant to the migration schedule reasonably requested by Client(s), to an alternate provider(s) of similar software and similar services specified by Client(s) or to a TWC solution (“Termination Assistance”) for the period of time requested by TWC, *** ** ****** ****** (**) ****** from such expiration or termination (in each case, the “Termination Assistance Period”); (b) this Agreement shall continue in effect, in each case, until such transition has been completed or the expiration of the Termination Assistance Period, whichever occurs first (“Conclusion of Termination Assistance”); and (c) without limiting the foregoing, as part of the Termination Assistance, CSG shall provide each Client with Technical Services as requested by such Client, including without limitation (i) a copy of all business rules and other information that the Client reasonably requests in order to be able to migrate the bill finishing services for Clients’ bill statements and other Customer communications printed hereunder to an alternate provider or a TWC solution and (ii) an electronic copy of all PDF images of Customers’ historical bill statements over the time period specified by TWC (up to ****** (**) ****** of history) (collectively, the items referred to in clauses (c)(i) and (c)(ii) constitute the General Transition Services”). In connection with the foregoing, (1) Clients shall continue to pay the fees for Products and Services set forth in the Pricing Schedule for the Products and Services received by Clients until the Conclusion of Termination Assistance, and (2) Clients shall pay CSG on the basis of the Technical Services fees for the time spent by CSG personnel in performing Technical Services, including but not limited to the General Transition Services, unless the termination of this Agreement in its entirety, or the termination of a Product and/or Service that is terminated pursuant to Section 18(d), occurs concurrently with a deconversion under the Billing Agreement, in which case no Technical Services fees will be assessed for the General Transition Services under this Agreement and Client(s) shall pay CSG for such services under the Billing

Agreement. If this Agreement is terminated by CSG with respect to all Clients pursuant to Section 18 (a)(ii) above due to TWC’s failure to pay undisputed fee amounts to CSG when due, then CSG may, as a condition to providing the Termination Assistance in accordance with this Section, require TWC to pay to CSG any past due undisputed fee amounts then due and owing to CSG.

20. Divestiture of Cable Systems/Business Units . If a Client sells, transfers or otherwise divests any cable system(s) or business unit(s) receiving Products and/or Services under this Agreement (whether such transaction takes the form of a conveyance of assets or equity, merger, consolidation or other business reorganization) (each, a “Divested System”), then such Divested System may continue to receive the Products and Services pursuant to the terms and conditions of this Agreement for a transitional period *** ** ****** ****** (**) ****** after the closing of the divestiture transaction (the “Divestiture Transition Period”); provided, however, that the Divested Cable System first agree in writing, for the benefit of CSG, to be bound by the terms of this Agreement during the Divestiture Transition Period and, in connection with a Divested System’s decision as to whether or not to agree thereto, the Client may disclose this Agreement to such Divested Cable System. The Divested Cable System shall be solely responsible to CSG, and CSG shall look only to such Divested Cable System, for the payment and performance of its obligations under this Agreement to CSG, including without limitation the payment to CSG of all applicable charges set forth in Exhibit C that relate to the Divested Cable System and such amounts shall be invoiced by CSG directly to such Divested Cable System.

21. ***************. During the term of this Agreement, each month each Client shall be responsible for paying CSG the fees, as set forth in Exhibit C , in relation to any Products or Services utilized by such Client during the month. The parties have mutually agreed upon the fees for the Products and Services to be provided hereunder based upon certain ******* ******** ******** and the term of this Agreement. Clients acknowledge and agree that, without the ********* ** ******* ******** by the commitments set forth in this Agreement, CSG would have been unwilling to provide the Products and Services at the fees set forth in Exhibit C . Because of the difficulty in ascertaining CSG’s actual damages for a termination of this Agreement in its entirety, before the expiration of the then-current Term, (a) by TWC *************** (which is not permitted under Section 18) or (b) by CSG under Sections 18(a)(i) or 18(a)(ii) resulting from any other breach of this Agreement by TWC, TWC agrees that, upon termination of this Agreement as described above, in addition to all other amounts then due and owing to CSG for Products and Services previously rendered, TWC will pay to CSG (as a ******** ************** *** and *** ** * *******) an amount equal to the product of (i) ******’* ******* ******* ******* (excluding any ******** ** ***) for the ********** *** ********* ********** – ******** – ***** ******** **** and ********* ********** – ********* – ***** ******** **** during the *** (*) ****** prior to termination, (ii) ********** by the ****** ** ****** ********* ** the **** ** **** ********* had there been ** *********** and (iii) ********** by ***** ******* (***) (the “********** ****”). If TWC elects to receive Termination Assistance as provided in Section 19 after termination as provided herein, then the number of months remaining in the term of this Agreement in subparagraph (ii) above will be ******* ** *** ****** ** ****** ****** *** *********** ********** ****** in which CSG is providing Print and Mail Services and the ****** of Print and Mail Services for any such months ****** ** ******* *** ****** ** ***** *** **** ******** ****** *** ***** ********* **** ***********. TWC acknowledges and agrees that the ********** **** is a ********** ********** ** *** ****** ******* that CSG would ****** **** *** **** ***** ***********. Except for amounts owed pursuant to a Client’s *************** *********** under this Agreement, a Client’s breach of ******* * (***************), and Client’s ********* *** *** ******** **** **** ******* under Section 6(a) of this Agreement, CSG acknowledges and agrees that the ********** **** are CSG’s sole and exclusive remedy for any such early termination of this Agreement.

22.

General.

(1)

Entire Agreement . This Agreement and the exhibits and schedules attached hereto, and any Letters of Authorization and Statements of Work, constitute the entire agreement and understanding of the parties and supersede all prior agreements, understandings or arrangements (both oral and written) relating to the subject matter of this Agreement.

(2)

Severability . If any provision of this Agreement is found to be invalid or unenforceable, then, so long as the remainder of this Agreement is not materially affected by such declaration or finding and is capable of substantial performance, all other provisions of this Agreement shall remain valid and enforceable.

(3)	Amendments and Waivers . No amendment or variation of the terms of this Agreement shall be effective unless it is made or confirmed in a written document signed by both CSG and TWC. No delay in exercising or non-exercise by

either party of any of its rights under or in connection with this Agreement shall operate as a waiver or release of that right. Rather, any such waiver or release must be specifically granted in writing signed by the party granting it.

(4)

Relationship . In making and performing this Agreement, the parties are acting and shall act as independent contractors. Nothing in this Agreement shall be deemed to create an agency, joint venture or partnership relationship between the parties hereto. Neither CSG nor Clients shall hold themselves out as having any authority to enter into any contract or create any obligation or liability on behalf of or binding upon the other party

(5)

Assignment; Subcontracting . CSG shall not assign (including without limitation by operation of law or the occurrence of a change of Control) any of its rights or obligations under this Agreement, without the prior written consent of TWC which shall not be unreasonably withheld (i.e. in order to withhold consent to any proposed assignment by CSG, TWC must reasonably believe that the proposed assignee is adverse to the interests of TWC or that the proposed assignee is not likely to be capable of performing the obligations of CSG set forth in this Agreement, for example, where the proposed assignee lacks financial stability or TWC has had previous unsatisfactory experiences with the proposed assignee). Further, TWC shall be deemed to have consented to any assignment of this Agreement by CSG where TWC fails to object to such assignment within sixty days of CSG’s written request for approval thereof if such written request was provided to TWC in accordance with Section 21(8) and such written request described the proposed assignment in reasonable detail. TWC shall have the right to assign its rights and obligations under this Agreement without CSG’s consent: (a) to any TWC Company; or (b) to a successor entity in connection with the sale or transfer of all or substantially all of the assets or stock of TWC, or the merger, consolidation, reorganization, spin-off or other business combination of TWC. The parties agree that any attempted assignment of this Agreement in breach of this Section shall be void and of no effect and shall constitute a material breach of this Agreement. Upon any permitted assignment of this Agreement, the assignor shall have no further obligation hereunder and the other party shall look solely to the assignee for the performance of its obligations hereunder. CSG shall remain solely responsible for all acts and omissions of its subcontractors hereunder and for the performance of all of its obligations hereunder, irrespective of any subcontracting by CSG hereunder.

(6)

Law, Venue and Jurisdiction . This Agreement shall be governed by the laws of the State of *** ****, other than such laws that would result in the application of a jurisdiction other than the State of *** ****. Any legal proceeding brought by a Client against CSG must be brought in ******* ********. Any legal proceeding brought by CSG against a Client must be brought in *** ***** *** ****. Each party submits to the exclusive jurisdiction of the courts in the location referenced in this Section and agrees not to commence any legal action under or in connection with the subject matter of this Agreement in any other court or forum. Each party expressly waives any objection to personal jurisdiction and/or to the laying of the venue of any legal action brought under or in connection with the subject matter of this Agreement, in the location referenced in this Section and agrees not to plead or claim in such courts that any such action has been brought in an inconvenient forum.

(7)

Press Releases and other Publicity . Except for disclosures required by law, each party will submit to the other all public disclosure(s), advertising and other publicity matters relating to this Agreement in which the other party’s name or mark is mentioned or language from which the connection of said name or mark may be inferred or implied, and will not publish or use such advertising or publicity matters without the express prior written approval of the other party, which may be granted or withheld in such party’s sole discretion. With respect to disclosures required by law, TWC must be provided opportunity to review and comment upon any such required disclosure prior to CSG’s filing or release thereof.

(8)

Notices . All notices required or permitted under this Agreement shall be in writing and delivered by hand or courier and shall (a) if delivered personally to the address as provided in this Section, be deemed given upon delivery, and (b) if delivered by a reputable overnight courier to the address as provided in this Section, be deemed given on the first business day following the date sent by such overnight courier. The addresses of the parties (until written notice of change shall be given in accordance with this Section) shall be as follows:

If to CSG:

CSG Systems, Inc.

9555 Maroon Circle

Denver, CO 80112

Attn: President

With a required copy to:

CSG Systems, Inc.

9555 Maroon Circle

Englewood, CO 80112

Attn: General Counsel

If to TWC:

Time Warner Cable Enterprises LLC

60 Columbus Circle

New York, New York 10023

Attn: Chief Technology Officer

With a required copy to:

Time Warner Cable

60 Columbus Circle

New York, New York 10023

Attn: General Counsel

(9)

Notice of Changes to Customer Technical Requirements . CSG shall provide at least six (6) months’ prior written notice to each Client of any change in the version of Adobe Acrobat Reader or other hardware, software or system requirements relating to the PDF Presentment Services necessary in order for Customers to have the capability to access and/or retain PDF images of their bill statements via each Client’s Electronic Billing Systems, Third Party Systems and Other Mediums.

(10)

Force Majeure . Subject to and without limiting CSG’s obligations under Section 17 above, neither party shall be held responsible for any delay or failure in performance for causes beyond its reasonable control, including without limitation, acts of God, strikes, lockouts, riots, acts of war, epidemics, governmental regulations imposed after the fact, fire, power failure, earthquakes or other disasters natural or otherwise.

(11)	Time is of the Essence . Time of performance is of the essence in this Agreement and a substantial and material term hereof.

(12)	Counterparts . This Agreement may be executed in any number of counterparts, each of which shall be deemed an original, but all of which shall constitute one and the same instrument.

(13)	Exhibits and Headings . The Exhibits to this Agreement are hereby incorporated by reference. The captions and headings of this Agreement are included for convenience only and shall not affect the interpretation or construction of this Agreement.

(14)

Survival . All provisions of this Agreement shall survive and remain in effect after the termination of this Agreement in its entirety or the expiration of this Agreement during the Termination Assistance Period. Thereafter, the rights and obligations of the parties set forth in the following Sections of this Agreement shall survive the termination or expiration of this Agreement: Sections 1, 6(b), 9 through 15, 17, 19, 22 ( except for Sections 22(9) or 22(10)) and Exhibit E , Section 6(j).

(15)	TWC Companies . TWC, at its option, may exercise any of its rights or remedies under this Agreement, and/or perform any of its duties or obligations hereunder, by itself or through any TWC Company in conformity with the terms and conditions of this Agreement.

(16)	Exhibits . The following Exhibits are attached hereto and incorporated herein by reference:

Exhibit A Services

Exhibit B Products

Exhibit C Pricing Schedule

Exhibit D TWC Elements

Exhibit E Insurance Requirements

Exhibit F Business Continuity/Disaster Recovery Plan

Exhibit G Support Services

Exhibit H Exclusivity

Exhibit I Service Level Agreements

Exhibit J Statements of Work and Letters of Authorization

Exhibit K ACP Clients and Non-ACP Clients

Exhibit L *** Addendum

IN WITNESS WHEREOF the parties hereto have entered into this Agreement as of the Effective Date.


CSG SYSTEMS, INC.	TIME WARNER CABLE ENTERPRISES LLC
By: /s/ Joseph T Ruble	By: /s/ Michael Hayashi
Name: Joseph T. Ruble	Name: Michael Hayashi
Title: EVP, CAO & General Counsel	Title: Executive Vice President
Date: 30 April 2014	Date: April 24, 2014

EXHIBIT A

DESCRIPTION OF SERVICES

Except as designated in Subsection (f) of Section 3, “Services and Products” and Exhibit H, “Scope of Exclusivity,” of this Agreement, all Services described in this Exhibit A are optional to TWC and Clients.

* Designates Services that are exclusive to CSG to the extent described Subsection (f) of Section 3, “Services and Products,” and Exhibit H, “Scope of Exclusivity,” of this Agreement.

1.	PRINT AND MAIL SERVICES* (See Exhibit A-1).

Print and Mail Services provide Clients with printing and insertion services, target marketing communication products, both print and electronic statements and other documents, computer letters, past due notices, postal verification services and quality control.

2.	SMARTCOLOR (see Exhibit A-2).

CSG shall provide dynamic full color printing, (“SmartColor”) limited to twenty percent (20%) coverage per logical page which is one side of a physical statement page. In the event a Client’s dynamic color requirements exceed twenty percent (20%), CSG and such Client shall agree on the fee adjustment required to accommodate the higher color coverage. Due to saturation of color and CSG’s experience with offline processes, such as lockbox processing, CSG and its technology partners require 24# paper weight to support SmartColor printing. Notwithstanding the foregoing, (a) if a Client has not converted to SmartColor as of the Commencement Date of this Agreement, then before CSG can provide SmartColor to such Client, such Client and CSG must enter into a separate Statement of Work for the implementation of SmartColor on terms that are consistent with this Agreement and mutually agreed by the parties; and (b) for any Client that now or hereafter uses SmartColor, such Client can convert to black only, as described in Exhibit A-2.

3.	MESSAGE MANAGER.

Message Manager is a fully CSG-hosted web application that provides Clients with the ability to compose and maintain document messages and provides robust statement message composition, prioritization, rich text, basic selectivity, preview and reporting capabilities to facilitate each Client’s communication with its Customers. The specific Message Manager capabilities that will be implemented for Clients will be set forth in a mutually acceptable Statement of Work.

4.	BRAILLE AND LARGE PRINT STATEMENTS .

Clients can flag specific Customers to receive a Braille or Large Print statement. CSG will create a PDF file of these Customers. This file is sent to a designated FTP site, to be retrieved by the Client’s vendor of choice. The Client’s vendor will in turn convert these statements to Braille or Large Print format and print and mail these statements. For any Client that is not utilizing Braille and Large Print Statements services as of the Commencement Date of this Agreement, implementation of Braille and Large Print Statements services is subject to execution of a separate SOW on terms that are consistent with this Agreement and are mutually agreed by CSG and such Client.

5.	MAIL TRACE.

Mail Trace is CSG’s mail tracking service that uses a special barcode to track letter-size mail through the USPS system at the piece level. CSG offers Mail Trace on both outgoing and incoming mail. As the piece travels through the mail, data such as time, date and location are recorded on USPS equipment and sent to CSG. Mail Trace data is accessible via DirectNet, ACSR (ACP Clients only), and/or a daily file on the Client’s ftp outgoing site. Optional Mail Trace features include populating Vantage tables or comparable tables from CSG or another data source that are licensed under the Billing Agreement (ACP Clients only) and utilizing ACP settings for the automatic delay of delinquency actions based on Mail Trace data (ACP Clients only).

6.	NCOALink (Non-ACP Clients only)

NCOALink is an automated service of the U.S. Postal Service in which CSG processes Client’s data file against the NCOALink database. CSG then automatically updates the “bill to” information for Client’s Customers with address changes. This service will be performed for letters and statements. For any Client that is not utilizing NCOALink as of the Commencement Date of the Agreement, implementation of NCOALink is subject to execution of a separate Statement of Work on terms that are consistent with this Agreement and mutually agreed by CSG and such Client.

7.	EXACT VIEW (Non-ACP Clients only) (see Exhibit A-3).

Exact View is a fully-hosted web application that electronically stores, retrieves and prints a Customer’s statement in the form of a PDF Image. PDF Images are available for multiple statement viewing audiences and needs. Exact View allows for customization of index fields and storage options to be determined by Client.

8.	EXACT VIEW API (Non-ACP Clients only).

Exact View API electronically retrieves PDF Images via an API to CSG’s hosted database. With this application, Client is responsible for any development associated with integration into its own in-house applications. For any Client that is not utilizing Exact View as of the Commencement Date of the Agreement, implementation of Exact View is subject to execution of a separate Statement of Work on terms that are consistent with this Agreement and are mutually agreed by CSG and such Client.

Exact View API will enable PDF Images to be accessed from CSG data repository databases, for both a production and a shared Client acceptance testing (“CAT”) test environment, via any Electronic Billing Systems, Third Party Systems and/or Other Mediums. CSG will provide a CAT test environment for Client in the event CSG initiates changes in the Exact View or Exact View API services. Clients will implement their own CAT test environments in the event Clients initiate changes impacting their usage of Exact View or Exact View API and CSG will support Client testing, subject to execution of a separate Statement of Work on terms that are consistent with this Agreement and are mutually agreed by CSG and such Client. Upon TWC request and subject to a mutually agreed SOW, CSG shall establish and provide an additional instance(s) of the Exact View API and all Exact View APIs shall be considered one and the same Service hereunder.

9.	PDF PRESENTMENT SERVICES (see Exhibit A-4).

PDF Presentment Services shall mean Statement Express and Exact View PDF Image generation, presentment and archival services in conjunction with Statement Express API and Exact View API delivery on behalf of a Client which may include delivery to Electronic Billing Systems, Third Parties and Other Mediums.

10.	ENHANCED PAST DUE NOTICES (ACP Clients only) (see Exhibit A-5).

A Client may elect to use CSG’s generic Enhanced Past Due Notice format or have CSG develop custom Enhanced Past Due Notices. If a Client elects to have CSG develop custom Enhanced Past Due Notices, CSG will develop one custom format and multiple custom formats shall not be used by such Client. The specific Enhanced Past Due Notices capabilities that will be implemented for such Client will be set forth in a mutually acceptable Statement of Work.

11.	CSG STATEMENT EXPRESS (ACP Clients only)

CSG Statement Express is a fully hosted web application that electronically stores, retrieves and prints a Customer’s statement in the form of a PDF Image. It allows customization of index fields and storage options to be determined by Client. CSG Statement Express works in either a stand-alone capacity or integrated with ACSR®, defined in the Billing Agreement as a graphical user interface for CSG’s service bureau subscriber management system that gives CSRs access to reference tools, help screens and Customer data.

12.	STATEMENT EXPRESS API SERVICE (ACP Clients only) (see Exhibit A-6).

Statement Express API Service electronically retrieves PDF Images via an API to CSG’s hosted database. PDF Images are then available for multiple statement viewing audiences and needs. Statement Express API works in either an application programming interface capacity or integrated with ACSR®. Upon TWC’s request and subject to a mutually agreed SOW, CSG shall establish and provide an additional instance(s) of the Statement Express API and all Statement Express APIs shall be considered one and the same Service hereunder.

Statement Express API Service will enable PDF Images to be accessed from CSG data repository databases, for both a production and a shared CAT test environment, via any Electronic Billing Systems, Third Party Systems and/or Other Mediums. All updates and enhancements of the Statement Express API Service shall be made available at no charge to Clients immediately upon release by CSG and are included within the definition of Statement Express API Service.

13.	ACS (ACP Clients only).

The Address Change Service (also known as Postal Endorsement) is an automated service used by the USPS to provide electronic updates to its customers. Instead of receiving returned mail pieces to Client’s site for address updates, the USPS will provide CSG with an address file, and CSG will automatically update the “bill to” information for Clients’ connected and disconnected Customers.

14.	CUSTOMER LETTERS (ACP Clients only).

CSG’s new Customer Letter service offers advanced flexibility, supporting page and font formatting, insertion of graphics, and the use of any font supported by Microsoft Word. The product allows for selective inserts, Ad Pages, and choice of paper stock. In addition, Clients may opt under the Billing Agreement to use CSG Vantage Direct, a suite of Vantage interactive applications that offer Vantage users the ability to target specific Customers or groups of accounts from the Vantage database (or comparable applications from CSG or another data source) to receive a particular promotion or communication through CSG Customer Letters.

Except as otherwise provided in paragraph 12 above, all updates and enhancements of the Services described above containing functionality previously existing under this Agreement shall be made available at no charge to TWC or Clients immediately upon release by CSG and are included within the Services hereunder. Except as otherwise provide herein and subject to a mutually agreed amendment to the Agreement, CSG may charge TWC or Clients for any updates only containing functionality that did not previously exist under this Agreement, provided that such new functionality must be an optional Service hereunder and is generally made available as a separately priced item. CSG will not be required to (i) develop and release updates, (ii) customize updates to satisfy Client’s particular requests, or (iii) obtain updates or enhancements to any third party products or services, provided, however, in no event shall the foregoing in any limit CSG’s support obligations hereunder.

Exhibit A-1

Print and Mail Services

1.	DEFINITIONS.

(a)	Mail Pieces : May include statements, customer letters, reports and other documents.

(b)

Cycle: A cycle is defined as the time period beginning at **:** **** and ending at **:** ******** in the time zone where physical printing occurs. A cycle can include multiple Client file transmissions of mail pieces. As used in this Agreement, the terms “Client file” or “data file” shall mean a single job of like pieces for Client.

(c)

Turnaround: The elapsed time between the end of transmission of an accurate and complete data file and the point where the last mail piece of that transmission is delivered to USPS. For any mail piece sent to a third party for further processing to receive the lowest postal rates, the Turnaround time clock stops when CSG has completed preparation of the mail piece for pick-up by such third party provider.

A single turnaround time clock will apply to each Client file received during any one cycle.

(d)	Received: Client files are deemed received upon successful transmission of an accurate, complete and properly formatted file to CSG.

Data from each Non-ACP Client is to be prepared for CSG in the agreed format and transmitted to the designated CSG Output Center no later than *:** **** ET/*:** **** CT, on each of the daily cycle processing dates. If the data is erroneous or is not prepared in the agreed format, or if a Non-ACP Client furnishes media which is in unsatisfactory condition for processing, then CSG shall immediately notify the applicable Non-ACP Client of the problem. If such Non-ACP Client requests that CSG research or resolve the problem, then a fee based on the Technical Services fee as set forth on the Pricing Schedule under Section 3.B.IV, Optional Services, may be assessed on the part of CSG to research or resolve the data or format problem. If any media furnished by a Non-ACP Client are damaged due to CSG’s equipment or processes, CSG shall replace such media at its own expense. Each Non-ACP Client is responsible for maintaining proper backup of source material sent to CSG until CSG has returned the original media to such Non-ACP Client.

3.	Under this Agreement, CSG will produce and distribute each Client’s Customer statements and other documents provided to CSG under this Agreement for printing/mailing (collectively, “Customer Mail Pieces”), which services for each Client are more particularly described as follows:

·	Daily processing, postal sortation, printing, inserting and full mail distribution of Client’s Customer Mail Pieces.

·	Processing of Client data for proper statement formatting, printing, inserting and delivery distribution requirements.

·	The appropriate return envelope as well as the required inserts. Up to seven (7) inserts may be included with each mail piece setup.

·	CASS (Coding Accuracy Support System) Certification of all Client-requested mailing names.

·	Specific Client related job program development, maintenance and backup to support print and mail application.

·	High-speed simplex and duplex laser printing with full color printing and the capability to bold certain words throughout the document specified by the Client (selective bolding requires Message Manager).

· Forms design, development and support.

· Image files for customer service viewing of printed statements.

·	XML files for e-bill presentment to third party if requested, subject to a mutually agreeable Statement of Work .

·	Any other tasks or activities necessary to print and mail any such documents to Customers and/or to provide any of the offerings listed on Exhibit C hereto.

Postage. CSG agrees to purchase the postage required to mail documents to Client’s Customers generated by CSG on behalf of Client. Postage fees (as they may be increased by the USPS from time to time) shall be charged to Clients at CSG’s actual cost. If it would result in a lower cost to the applicable Client for CSG to send certain items in a particular

job for such Client out to a presort house for sortation and mailing because a lower USPS rate could be obtained for such Client as a result, then, under such circumstances, CSG may pass through to such Client any sortation charges assessed by such presort house to CSG, but only if the postage costs for all items mailed through such presort house and such sortation charges, when taken together, would be less than the postage costs charged to such Client had CSG sorted and mailed such items. CSG shall immediately notify a Client if a mailing will not qualify for the USPS first class one/two ounce postage rate in order to afford such Client an opportunity to reduce the size of such mailing in order to enable it to qualify for such rate. Daily postal reports are available to ACP Clients (***** ********) through CSG’s DirectNet application and to Non-ACP Clients (*** ****** ********) through CSG Connect, as described in paragraph 5 below.

DirectNet and CSG Connect . CSG Connect and Direct Net are Web applications that allow CSG's clients direct access to Statement Processing Centers (SPCs). Clients can view daily file processing statistics, access operational reports (including postal reports), and upload/download files (CSG Connect only). CSG shall ensure that such applications provide Clients with daily metric information on all statement processing hereunder, including the number of statements processed at any one time for each billing cycle, the number of statements and date of delivery to the USPS (or availability to presort house) for each billing cycle, the applicable postage fees for each cycle with respect to statements delivered to the USPS (or availability to presort house), and any other information reasonably requested by Clients. The applications also serve as a single entry point for Output Solutions clients, providing links to other CSG applications.

DirectNet is accessed at the following URL:

https://directnet.csgsupport.com/dnet/Applications/LogOn/LogOn.aspx?ReturnUrl=%2fdnet%2fApplications%2fhome%2fhome.aspx

CSG Connect is accessed at the following URL:

http://mycsgconnect.com

Deposit . Each Client shall make and maintain a deposit equal to the estimated amount of actual postage charges for such Client for ********** (**) **** as reasonably determined by CSG based upon the estimated project volume of applicable Services to be performed monthly by CSG (“Deposit”). In the last month of each calendar quarter CSG shall calculate the new Deposit based on the average of the previous ***** (*) *****’* postage expense as determined by CSG. If the new Deposit is greater than the Deposit on hand, Client shall be invoiced for the required increase in the Deposit. Likewise, if the new Deposit required is less than the Deposit on hand, CSG shall provide an invoice credit for the amount required to reduce the Deposit on hand. The Deposit shall be used exclusively for the postage costs of such Client and may not be used to satisfy any other unpaid amounts of such Client under this Agreement.

Any portion of the Deposit that remains after the payment of all Payables due to CSG following the deconversion of a Client site, or termination or expiration of this Agreement and expiration of the Termination Assistance Period will be refunded to Client. Client shall not be entitled to receive interest on the Deposit while it is maintained by CSG.

7.	Cycle Minimum. Clients must have a minimum of ***** () **** * *****.

Marketing Services . Client shall use CSG’s Marketing Services group for the purchase of paper and envelopes to be used in connection with Print and Mail Services. CSG guarantees that such supplies meet all CSG required specifications and quality standards. Client, at its option, may use CSG’s Marketing Services group for the purchase of optional marketing inserts or other paper or envelopes.

9.	Marketing Insert Process.

CSG and TWC Companies agree that if any Client desires to implement an insert plan in any given month that uses more than ***** (*) marketing inserts per system/principle per day, Client shall be required to provide CSG with ********** (**) **** advance notice (such notice shall be satisfied via email or phone call) of the date in which the insert plan is to be implemented. Upon receiving such notice, CSG and Client shall agree on the timing and duration of the insert plan, any additional fees or SLA extensions to be assessed based on the number of additional jobs created and any other details necessary for CSG to fully understand and document Client’s request. Such agreement will be summarized in a Marketing Services quotation or other mutually agreed upon written document which shall be accepted and signed by authorized representatives of Client a minimum of ******* (**) **** prior to the implementation of the insert plan.

10.	Performance Standards . See Exhibit I

Exhibit A-2

SmartColor

SmartColor Printing is available on both sides of each physical statement page. The SmartColor Printing fee in Exhibit C allows for up to and including maximum ink saturation coverage of twenty percent (20%) utilizing color including black. Determination of whether the ink saturation coverage is at or below twenty percent (20%) is based on the logical page that contains the most ink coverage. The SmartColor Printing fee in Exhibit C shall be assessed against Client’s total physical page count on a monthly basis regardless of the actual number of physical pages that received color processing (i.e. the fee is assessed whether the physical page receives color or not).

In the event a Client desires to discontinue SmartColor Printing as to all of such Client’s printed statement volume plus printed additional page volume utilizing SmartColor Printing, such Client shall provide CSG sixty (60) days written notice of its election to discontinue SmartColor Printing without any fee or penalty to such Client. CSG requires the use of 24# paper for SmartColor printing due to ink saturation.

Should an event require activation of CSG’s disaster recovery plan, or in the event of an unforeseen or unplanned outage that prohibits SmartColor Printing, Client acknowledges and agrees that during such event(s) (a) CSG will use commercially reasonable efforts to continue printing in color using SmartColor Printing although colors may vary slightly, and, if unable to do so, and (b) CSG will notify Client and, thereafter, statements will be printed using black/white print technology. In such event(s), Client shall not be charged the SmartColor Printing fee for the statements printed using black/white print technology.

Exhibit A-3

Exact View

1.	The base Service includes:

·	Hosting and storage of composed PDF Image documents on CSG’s servers, which are maintained and supported by CSG.

·	Creation of PDF Images

·	**** () ****** of PDF Image storage.

·	Includes **** () **** of raw data storage.

·	Customer Service Representative (“CSR”) Workflow Screens which permit the CSR access to specific Customer document information as identified in index fields available within a PDF Image.

·	Analyst Workflow Screens which permit Clients to view the same information as the CSR Workflow Screens and also permit searching, sorting and retrieval of Images across multiple Customer records

2.	Specific costs for the following options shall be provided upon Client request.

·	Additional months of storage for documents and Images beyond the base product storage of twelve (12) months

·	Option for additional months of storage of raw data for Reprints sent to CSG’s Output Solutions Center (OSC) beyond the **** () **** base offering.

Exhibit A-4

PDF Presentment Services

At each Client’s option, presentment of PDF Images for the then-current month and prior ****** (**) ****** via Statement Express and Exact View to such Client’s CSRs, as well as via a CSG application programming interface (i.e. Statement Express API and Exact View API) to such Client’s Electronic Billing Systems, Third Party Systems and Other Mediums (“PDF Presentment Services”), and support and maintenance services for the PDF Presentment Services in accordance with this Agreement to enable retrieval by Client’s employees, agents, CSRs and Customers of such PDF images.

The PDF Presentment Services will enable PDF images of the statements to be accessed from CSG data repository databases in a production environment, via Statement Express and Exact View (in the case of a Client’s CSRs) and via any of Clients’ Electronic Billing Systems Third Party Systems, and any such Other Mediums (in the case of a Client’s Customers) as Clients may elect from time to time. CSG shall ensure that any update, enhancement, modification, fix or upgrade and/or new version of the Statement Express API and of Exact View API (“PDF Presentment Update”) shall maintain compatibility and interoperability with all Electronic Billing Systems, Third Party Systems and/or Other Mediums utilized by Clients that interface with the PDF Presentment Services as of the date of such PDF Presentment Update, and, in addition, CSG shall not implement a PDF Presentment Update without first ensuring that such PDF Presentment Update maintains compatibility with all Electronic Billing Systems, Third Party Systems, and/or Other Mediums utilized by Clients that interface with the PDF Presentment Services as of the date of such PDF Presentment Update, at no charge to Clients.

Exhibit A-5

Enhanced Past Dues

Development and Production of Enhanced Past Due Notices . Enhanced Past Due Notices may include CSG’s or such Client’s Intellectual Property. Client may elect to use CSG’s generic Enhanced Past Due Notice format or have CSG develop custom Enhanced Past Due Notices for Client. If such Client elects to have CSG develop custom Enhanced Past Due Notices, CSG will perform the design, development and programming services related to design and use of the Enhanced Past Due Notices (the “Enhanced Past Due Notice Work”) and create the Enhanced Past Due Notice Work product deliverables (the “Enhanced Past Due Notice Work Product”) set forth in a separately executed and mutually agreed upon Enhanced Past Due Notice LOA or SOW (the “Enhanced Past Due Notice Work Order”) by the completion date set forth on the Enhanced Past Due Notice Work Order. The Enhanced Past Due Notice will contain such Client’s and CSG’s Intellectual Property set forth on the Enhanced Past Due Notice Work Order. Such Client shall pay CSG the set-up fee for the Enhanced Past Due Notice Work and the Enhanced Past Due Notice Work Product set forth on the Enhanced Past Due Notice Work Order upon acceptance of the Enhanced Past Due Notices in accordance with the Enhanced Past Due Notice Work Order. After CSG has completed the Enhanced Past Due Notice Work and the Enhanced Past Due Notice Work Product, CSG will produce Enhanced Past Due Notices for such Client. Except as otherwise set forth in an Enhanced Past Due Notice Work Order between a Client and CSG, if such Client elects to have CSG develop custom Enhanced Past Due Notices, CSG will develop one custom format; multiple custom formats shall not be used.

Supplies . CSG shall purchase such Client’s requirements of Enhanced Past Due Notices supplies necessary for production and mailing of the Enhanced Past Due Notices. Such Client shall pay CSG the rates set forth in Exhibit C for the purchase of such supplies. Unless such Client requests to use custom paper stock, CSG shall supply the type and quality of the paper stock for generic Enhanced Past Due Notices. A Client may elect to use custom paper stock for generic and custom Enhanced Past Dues for the fees set forth in Exhibit C . Enhanced Past Due Notices will be mailed in generic envelopes.

The parties acknowledge that the Billing Agreement provided that, except with respect to TWC’s intellectual property, the Enhanced Past Due Notice Work and Enhanced Past Due Notice Work Product as described above are CSG’s property. Prior to requesting or provided Enhanced Past Due under this Agreement, the parties will mutually agree on the intellectual property rights that will apply to each party.

Exhibit A-6

Statement Express API Service

1. Use. TWC desires to use and CSG agrees to provide CSG’s CSG Statement Express™ API service ("Statement Express API Service") (as described in this Agreement) which may be used by Clients and/or their third party contractors in the United States and the Export Approved Countries for Client's statement archival retrieval purposes for the term of the Agreement (and any Termination Assistance Period, as defined in the Agreement), conditioned upon use of Print and Mail Services by such Clients under this Agreement, unless the Statement Express API Service is earlier terminated as provided herein. Use of the Statement Express API Service by any Client is optional.

Designated Environment. Current designated environment (“DEG”) requirements for Statement Express API Service consist of Adobe Acrobat Reader version 7.0 or higher (Requires Plug-ins) and either Internet Explorer 6.0 or higher or an industry-standard browser. Statement Express DEG requirement as used in conjunction with ACSR are set forth in the Billing Agreement.

Technical Services . Upon a Client’s request, during the term of this Agreement and any Termination Assistance Period, CSG personnel will assist such Client with any reasonable Technical Services that such Client reasonably requests in connection with the Statement Express API Service, including in relation to the Client-side integration of any Electronic Billing Systems, Third Party Systems and/or Other Mediums pursuant to a Statement of Work signed by the applicable Client and CSG for the then-current Fees for the provision of Technical Services provided in Exhibit C of the Agreement.

4.	Deconversion. In the event TWC divests a cable system CSG agrees to provide de-conversion services in accordance with Article 3.1 (c) of the Agreement and as part of such de-conversion services, the following shall be added to the list of master files and data in Section 3.1(c)(i):

·	PDF Images of Statements (for the applicable archive period selected by the Client prior to deconversion)

EXHIBIT B

DESCRIPTION OF PRODUCTS

RESERVED

EXHIBIT C

PRICING SCHEDULE AND PRICING ADJUSTMENT

1.	PRICING ADJUSTMENT

CSG shall not increase any of the pricing contained in this Exhibit C prior to the ****** *********** date of the ********* ****. Thereafter, except for the **** *********** **** ***, which shall never be increased hereunder, upon ****** (**) **** prior written notice, CSG may increase the fees set forth in this Exhibit C no more than once in any ************* year to an amount computed, with respect to each fee, by *********** the then-current fee by the greater of (i) **** or (ii) *** ******* ******* (****) of the ********** ******** ** *** ******** ***** ***** for all ***** ********* (*****): **** **** ******** *** ***** **** **** *** ****** (******* = ***), during the prior ************* as published by the **** ********** ** ***** (or any successor index); provided, however, that any such increase is capped at ***** and *** **** ******* (*½*) per ******** ****. Each Client will be notified in writing of any such increase no less than ****** (**) **** prior to the application of such increase.

Notwithstanding the foregoing, CSG may adjust the fees for Materials that CSG provides to Clients pursuant to this Agreement, as defined in this Exhibit C, or as mutually agreed upon by both parties in writing, at any time based upon documented increases (without mark-up by CSG) to Materials expenses that may be passed along to CSG from its Materials vendors and as a point of clarification such fees for Materials shall not be subject to any other adjustment provided in this section. In addition, CSG shall pass through to Clients the entire amount of any decrease in the net fees paid by CSG for Materials by its Materials vendors, which includes but is not limited to bonuses, rebates, across the board discounts, etc., allocated at an item level, immediately upon the effective date of any such decrease being applied to CSG invoices from its Materials vendors. Documentation for any adjustment to Materials due to an adjustment by a Materials vendor shall be made available to Clients upon their request. Clients will be notified in writing of any Materials price increases no less than ****** (**) **** prior to the application of such change.

c.	Within *** () **** of CSG’s adjustment to pricing under this Agreement, CSG shall provide to TWC, in electronic format, a revised version of this Exhibit C that has been updated to reflect such pricing adjustments.

2.	SMARTCOLOR FEE COMPUTATION

In exchange for TWC’s agreement to enter into this Agreement, CSG agreed to ******* TWC’s ********* ******* ** ********** ******** *** ** ********** *****. Further, TWC and CSG agree to use commercially reasonable efforts to complete ********* of the ********* ******* ** ********** ******** no later than ******** *** ****.

As TWC’s remaining Clients ******* ** ********** ** ****, such Clients **** *** ** ******* *** ********** *** ***** ** ******* ** ****. For clarity, those Clients printing using ********** as of the ********* **** of this Agreement will ******** ****** *** ********** as defined in Section 3.I.B.5 below during the remainder of ****.

c.	Commencing ***** **, and every * thereafter, CSG will invoice all Clients for SmartColor printing *** * ****** * ****** ***.

CSG and TWC agree that a calculation will be performed in order to determine the SmartColor fee that every Client will be invoiced. The intent ** ** ***** **** *** ***** ** *** ***, such that when it is ******* ******* ***’* ***** **** ******, would result in a ***** ********** ***** ***** ** *** ***** ********** **** ******** to TWC during ****. The revised SmartColor fee shall be computed as follows:

Total SmartColor fees invoiced to TWC ** **** ******* ** ***** ** *** ******** ******** ********* ***** ******* *** all Clients ** ****.

The following is provided for illustrative purposes only assuming the following:

Total SmartColor spend by TWC ** **** = $*********

Total ******** ******** ********* ***** ******* for all Clients ** **** = ***********

Revised SmartColor fee to be invoiced to all ******** Clients = $****** *** ****

e.	Any Client ****** ***** will * **** ***** ****** ****** and will be excluded for purposes of computing the revised SmartColor fee and will not be charged the SmartColor fee commencing *** ****.

CSG shall compile the necessary data, compute the value for the revised SmartColor fee and provide the details for the calculation to TWC no later than ******* *** ****. CSG and TWC shall reach agreement on the value of the SmartColor fee, which shall be documented in a separately executed Amendment to this Agreement. CSG shall commence using the revised SmartColor fee with the ******* *** **** invoices.

3.	PRICING SCHEDULE

The following Production Expenses and Fees are provided for the Services and Products contemplated by Client on the Effective Date. Should Client desire to use any additional services or products offered by CSG, CSG will provide associated fees to Client. Upon mutual agreement of the parties, CSG shall provide such services or products to Client and fees for such services and products shall be incorporated into the Agreement via separate amendment.

INDEX

3.B.	Production Expenses and Fees – ACP Clients and Non-ACP Clients

I.	Statement Processing

II.	Ancillary Print Services

III.

Materials

IV.	Optional Services

V.	Document Archival – Exact View and Statement Express API

3.C.	Production Expenses and Fees –ACP Clients Only

I.	Customer Letters/Past Dues/Disconnect Notices

II.	Optional Services

3.D.	Production Expenses and Fees – Non-ACP Clients Only

I.	Customer Letters

II.	Optional Services

B.	PRODUCTION EXPENSES AND FEES – (ACP AND NON-ACP CLIENTS)

The following Production Expenses and Fees apply to both ACP and non-ACP Clients.

I.	STATEMENT PROCESSING


DESCRIPTION OF ITEM	UNIT	FEE
A.Start-Up	Request	Quote
B.Roll-Fed (****** ******) (Note 3)
1. First Physical Page – Includes the following: - *** ****** * ******** **** - ** ***** * * - ***** ***** ****** # ** * * * *** **** - ***** ****** **** * **** - ******* ***** * ******* *** - * ****** ***** * ******* *** - ******* ****** *** * - ********** ****** **** *** * - ***** *** ****** - ** ***** - ****** ****** * ********** ***** *** ***** * ***** ** * *** Excludes the following: - ** ****** * *******	********	$******
2. Additional Physical Page (Note 1) – Includes the following: - *** ****** * ******** **** - ** ***** * * - ***** ***** ****** # ** * * * *** **** Excludes the following: - ***	****** **	$******
3. Ad Page – Roll-fed (****** ***) (Note 2)	***** **	$******
4. Ad Page – Roll-fed with SmartColor (****** ***) (Note 2)	***** **	$******
5. SmartColor - Additional fee for adding color to a black and white document, includes up to 20% coverage (Notes 4, 5)	****** **	$******
C.Cut-Sheet (****** ******) (Note 3)


DESCRIPTION OF ITEM	UNIT	FEE
1. First Physical Page – Includes the following: - *** ****** * ******** **** - *** **** ***** ***** * - ***** ***** ****** # ** * * * *** **** - ***** ****** **** * **** - ******* ***** * ******* *** - * ****** ***** * ******* *** - ******* ****** *** * - ********** ****** **** *** * - ***** *** ****** - ** ***** - ****** ****** * ********** ***** *** ***** * ***** ** * *** - ***** / * * #* ********** / * ******* *** ****** * - **** #* # ** **** ***** ******** / - ****** # # ** *** ****** *** ** Excludes the following: - *****	********	$******
2. Additional Physical Page –Includes the following: - *** ****** * ******** **** - *** **** ***** ***** * - ***** ***** ****** # ** * * * *** **** - * - ***** / * * #* ********** / ** *** ******** *** ****** * - *** **** ***** * * * **** ***** ******* * **** ******* **** * ******* ***** ****** # ** * * * *** **** (**** ***) (Note 1)	****** **	$******
3. Ad Page – Cut-sheet (****** ***) (Note 2)	***** **	$******
C.Braille and Large Print Documents – (Note 6)
1. Start-up	* **	$********
2. Processing Fee (Note 7)	***** **	$******
3. Data File Restoration (Note 8)	*******	$*****

Notes:

An Additional Physical Page means text items, such as billing details or system-generated document messages that overflow onto an additional physical page with no more graphics than those graphics tied to messages via the document message and no programmer intervention. The page may include static company information, such as policies and procedures, payment locations, franchise authorities, etc. Only graphics from CSG’s graphics library may be used on the additional physical page. Set-up and changes to this page are billed at the Technical Services Fee as defined in Section IV, Optional Services, Subsection A below.

An Ad Page means targeted messages or advertisements using text, graphics and borders generated on an additional logical page. A logical page is one side of a physical page. No reverses or dark photos may be used, only gray scale graphics and color. If the Ad Page is printed as an Additional Physical Page, Clients shall be charged the Additional Physical Page rate in addition to the Ad Page rate.

3.	If Client requests duplicate documents, Client shall pay the applicable Statement Processing Fees as outlined in Section I. of this price schedule, plus applicable paper and envelopes for the duplicate documents. Reprint charges do not apply to CSG initiated Client document reprints.

4.	Where applicable, SmartColor Printing fees are in addition to all other fees under Exhibit C . SmartColor will be deployed to all of Client’s Roll-Fed statements. .

CSG ***** ***** *** ************** **** ******** ** *** ******’* ********* ** ********** ********. All SmartColor migration efforts shall be documented in a mutually agreed upon Statement of Work. If Client desires to add statement redesign elements to the Statement of Work that are not required for purposes of printing in color, such hours shall be billable at the Technical Services Fee.

6.	Braille and large print documents are not printed by CSG. Clients must contract with a third party print vendor who can provide print processing for Braille and large print documents. CSG can provide the contact information for a preferred provider upon Client request.

7.	The monthly data frame charge is assessed against the statement data frame count ******* ** ** *** * *** ***. If a backer page or Ad Pages contains Customer statement data, it will be counted as a billable data frame.

8.	The daily AFP/PDF file is available to Clients for a period of ***** () ***. Thereafter, files are archived. Should Client require CSG to restore an archived data file, Client shall pay the Data File Restoration fee.

II.	ANCILLARY PRINT SERVICES


DESCRIPTION OF ITEM	UNIT	FEE
A. Data Composition Only – Data processing and c omposition of documents composed where printing is suppressed (Note 1)	********	$******

Notes:

1.	Data Composition Only is an option at the Client level where Clients may choose to suppress hard copy printing of the document. This Fee shall be paid by Clients for the processing of document data where the printing and mailing of the document is prevented.

III.

MATERIALS


DESCRIPTION OF ITEM	UNIT	FEE
A.Paper (Note 1)
1.Document Stock - 24# plain white paper, with one perforation (used for SmartColor printing)	****** **	$******
2.Document Stock – 20# plain white paper, with one perforation	****** **	$******
3.Other Custom Document Stock	****** **	*****
B.Envelopes (Note 1)
1.Carrier Envelope - CSG generic stock #10 envelope, 20# paper with one poly-covered pistol window	********	$******
2.Carrier Envelope – CSG standard #10 envelope, 20# paper, preprinted with two custom colors and one poly-covered window measuring 3-1/4 x 4-1/8 with a 2-3/16 pistol	********	$******
3.Remit Envelope - CSG generic stock #9 envelope, 20# paper with one open window	********	$******
4.Expansion Envelope – CSG generic stock	********	$******
5.Expansion Envelope – Account Hierarchy statements	********	$****
6.Expandable Box	****	$****
7.Other Envelopes	****	*****
C.Other Mailing Material	****	*****
D.Paper/Envelope Set-up/Revision Fee (Note 2)	*******	$******

Notes:

Custom paper and envelope pricing is based upon certain specifications, including but not limited to size, paper weight, number of preprinted colors, and order quantities. CSG typically orders custom paper and envelopes in minimum ***** (*) ***** order quantities. In the event a Client desires to use custom paper and/or custom envelopes, Client shall provide CSG with the desired specifications upon which CSG shall provide Client with a price quote. Client shall be required to approve such quote in writing (email to suffice) prior to CSG’s ordering of any custom paper and/or custom envelopes. Pricing is subject to change at any time as described in Exhibit C, Section 1, Pricing Adjustment.

2.	Client shall pay the Set-Up/Revision Fee in the event the Client desires to use paper or envelopes that require special ordering.

IV.	OPTIONAL SERVICES


DESCRIPTION OF ITEM	UNIT	FEE
A.Technical Services	****	$********
B.Marketing/Creative Services Support	****	$********
C.Inserting
1.Insertion Fee – (*****l) Automated insertion of marketing material into #10 or 6 x 9 outer envelope (* *** * * ** ****** ** ** * **** ***)	******	$******
2.Insertion Fee – Automated insertion of documents into flat envelopes excludes mailing materials)	*****	$******
3.Manual Insertion Fee – Hand insertion of documents into flat envelopes (****** *** *******)	*****	$******
4.Manual Insertion Fee – Hand insertion of documents into boxes (****** *** ******	*****	$******
5.Insert Printing – Marketing inserts or envelopes	*****	*****
6.Late Insert Notification	*******	$********
7.Late Arrival of Non-CSG Printed Inserts	*******	$********
8.Returns to Client (handling fee)	**********	$*******
9.Holds or Notification of Insufficient Inserts	**********	$*******
10.Destruction of Inserts (* * **** *** *** ***, rounded to the next highest ******)	*** *****	$*******
11.Affidavit (Note 1)	*******	$*******
D.Mail Trace
1.Start-up (Note 5)	*******	$**********
2.Mail Trace Processing	*********	$******
3.Optional Automated Delinquency Delay Service	*********	$******
4.Mail Trace – Data File Restoration (Note 6)	*******	$*******
E.Message Manager
1.Start-up (Note 2)	********	*****
2.Message Manager Processing Fee	*********	/
F.Postage, Freight, Shipping	****	****
1. Statements (Note 3)	*********	****
2. Customer Letters (Note 3)	******	****
3. Past Due Notices and Reminders (Note 4)	******	****** ********* **

Notes:

1.	An affidavit is an official statement from the CSG Insert Control team giving affirmation to the number of documents inserted with any particular insert. This statement includes the cycle dates for which the insert was run.

All Message Manager Start-Up services and the associated fees shall be set forth in a separately executed Statement of Work or Letter of Authorization. Development hours will be billed at Client’s Technical Services rate. *** ***** ******* ******* ** *** ********* **** *** ***** *** ******** *** ******* (*****) *********** ***** at $****** *** **** with any ********** *********** ***** to be ****** ** ******’* ********* ******** ****.

Actual postage shall be defined as volume billed at actual postage, based on the presort verification reports generated from each cycle. The ******** **** ** **** ** * ******* ******, and is ******* ** *** ****** ***** ** *** ********* ********** of all **** **** ** *** ******* ****** *** * ****** ***** ******.

Facility Qualification Rate shall be defined as *** ****** ****** ** *** **** ***** ***** ******* **** **** the ******** ********* ** *** ********* ********. CSG ********** *** ** ******’* ****** ** ********* *** ******* ************* **** ** **** ***** ****** ***’* ****** ********* ****** ** * ********** ****, and ******* **** ********** ** **** ******’* ******.

5.	The set-up charge is for a single statement format for all system/principles and includes redesign of statement format, set-up of user hierarchies and generation of daily scan data files.

6.	The daily flat file is available to Clients for a period of ***** () ***. Thereafter, files are archived. Should Client require CSG to restore an archived data file, Client shall pay the Data File Restoration fee.

V.	DOCUMENT ARCHIVAL – EXACT VIEW, EXACT VIEW API, STATEMENT EXPRESS AND STATEMENT EXPRESS API

Exact View and Exact View API are the PDF Image archival and retrieval services used by non-ACP Clients while Statement Express and Statement Express API are the PDF Image archival and retrieval services used by ACP Clients.


DESCRIPTION OF ITEM/UNIT OF MEASURE	FREQUENCY	FEE
A. Start-Up
1.Exact View	*******	******
2.Exact View API (Note 10)	*******	*****
3.Statement Express	*******	******
4.Statement Express API with a CAT Test Environment Interface (Note 2)(Note 10)	*******	*****
B. Monthly Fees
1.Exact View Monthly Hosting Fee	*****	******
2.Exact View API	*****	******
3.Statement Express Monthly Hosting Fee	*****	******
4.Statement Express API	*****	***** **** * *****
C. Image Archival
1.Exact View – **** () ****** image archival (Note 8)	********	$******
2.Statement Express– **** () ****** image archival (Note 8)	********	$******
D. Conversion of Historical PDF images for New Interface Application and for On-Line Image viewing for both Clients and customer service representatives (**** () ****** maximum) (per statement) (Non-ACP Clients Only) (Note 1)	********	$******
E. Interface Development and Technical Services (Note 7)	*******	*****
F. Statement Express API Support Services Fee (Notes 3-9)	********	****** * ***

Notes:

a.	CSG shall not provide a CD of the PDFs that are back-loaded into CSG’s archival repository.

b.	Data received via CD/DVD/removable hard disk must be encrypted (CSG shall be sent the key under separate delivery.

c.	Each statement cycle will be a separate PDF file containing all statement images for the cycle (cycle file).

d.	Separate flat data file to accompany PDF delivery.

e.	Flat file must be an ASCII delimited file.

f.	The field delimiter in the flat data file can be one of the following characters: pipe, tab.

g.	The record delimited in the flat data file must be a carriage return linefeed (CRLF).

h.	For minimum searchability, each record in the flat data file must contain the following information (data fields from Client’s billing extract file):

·	ACCOUNT_NUM

SITE_IDU

Filename

·	STMNT_DTE_YYYYMMDD

·	STATEMENT_CODE

·	Start Page within the cycle file

·	End Page within the cycle file

2.	Implementation of the Statement Express API for both a production and CAT test environment was completed under Statement of Work (CSG document no.2303175) pursuant to the Billing Agreement.

During the term of this Agreement and any Termination Assistance Period, CSG shall provide Support Services for the Statement Express API Service, including any interfaces following implementation as contemplated in Note 7 below, and problems shall be reported and resolved, in accordance with the priority levels set forth in Section II of Exhibit G of the Agreement.

Clients will ******* * ******* ** **** ******* *** ******* ******** (*********) *** ***** ***** *** ********** (“PDF Statement Pulls”) per ******** ***** via the Statement Express API, which, for the avoidance of doubt, ******** *** ********* ***** ***** ******* **** under the Billing Agreement (“Initial API Capacity”), ** ** ******. For purposes of clarity, any PDF Statement Pulls through the Statement Express API in conjunction with **** **** *** ***** ****** *** *** ********* *****, either in terms of Initial API Capacity or any excess over and above the Initial API Capacity. If Clients’ aggregate monthly volume of PDF Statement Pulls increases to ****** ******* (***) of the Initial API Capacity, CSG shall notify TWC in writing (email shall be sufficient). If during any calendar month, Clients’ aggregate monthly PDF Statement Pull volume exceeds the Initial API Capacity, *** ***** ******* *** *** **** *** **** ** $****** *** ***** *** **** ********* ** ***** ******* and ***** ******** (*******) *** ********* ***** *** ***** in excess of the Initial API Capacity (“Statement Express API Fees”).

5.	PDF Image history for all Statements shall be available for the then-current month and the immediately prior **** () ******.

Revisions requested by Clients to the Statement Express API Service will require a separate mutually agreed upon Statement of Work, which will include fees on a time and materials basis at a rate not to exceed the then-current Technical Services rate under Exhibit C of the Agreement, or, if mutually agreed, on a fixed fee basis for the fee set forth in such Statement of Work.

7.	Interface Development and Technical Services. Interface development and technical services requested by any Client in relation to the client-side integration of any Electronic Billing Systems, Third Party Systems and/or Other Mediums shall be set forth in a mutually agreed upon Statement of Work.

For avoidance of doubt, solely to the extent Clients continue to use CSG Statement Express™ and subject to Note 3 above, each such Client shall be subject to terms and conditions of CSG Statement Express™ set forth in this Agreement to the extent applicable, including per PDF Image archival storage fees pursuant to this Exhibit C , provided, however, for avoidance of doubt, ****** (**) ****** of PDF Image history shall be available through both the Statement Express API Service and Statement Express without duplication of any archival or storage fees (similarly, with respect to Exact View API and Exact View). Notwithstanding the foregoing, other than with respect to the Statement Express API Fees, Image Archival Fees to the extent applicable, and implementation and testing fees as contemplated in the Statement of Work referenced in Note 2 above, ** ********** ****, ********* ** *********, shall apply solely as a result of any Client’s use of the Statement Express API.

For purposes of clarification, except for monthly support fees with respect to Statement Express API as set forth in Note 4 above, *** ************ **** ***** *** ** ******* ******* ****, which does not in any way negate or limit CSG’s obligations to provide support pursuant to Section 4 of the Agreement.

10.

The parties acknowledge and agree that as of the Commencement Date, there is (a) an Exact View API and (b) a Statement Express API with a CAT Test Environment Interface provided by CSG. Upon TWC’s request and subject to a mutually agreed SOW, CSG shall establish and provide an additional instance(s) of the Exact View API and/or Statement Express API, as applicable.

C.	PRODUCTION EXPENSES AND FEES – (ACP CLIENTS ONLY )

The following Production Expenses and Fees apply to ACP Clients only.

I.	CUSTOMER LETTERS/PAST DUES/DISCONNECT NOTICES


DESCRIPTION OF ITEM	UNIT	FEE
A.Start-up
1. Customer Letters
a. Legacy Format	*******	/
b. Enhanced Customer Letters	*******	$**********
2. Enhanced Past Due Notices
a. Legacy Format	*******	/
b. Generic Enhanced Format (***** *) (Note 1)	*******	$********
c. Modified Generic/Bilingual Format (***** *) (Note 1)	*******	$********
d. Addition of System/Principle to Existing Format (***** *) (Note 2)	*******	$********
B.Roll-Fed – Letters (Note 9)
1. Legacy Format
a. First Physical Page –Black Toner Only. ****** *** * * ***** *** **** * ***** ****** **** * ******* ****** * ******** ***** ** * ** ******* (**** *****)	****** **	$******
b. Each Additional Physical Page –Black Toner Only. ****** *** * * ******* ****** ** (Note 3)	****** **	$******
2. Enhanced Format (Note 7)
a. First Physical Page –Black Toner Only. ****** ***** ****** * ******** ***** ** * ** ******* (**** ** ***** * *******)	****** **	$******
b. Each Additional Physical Page –Black Toner Only. ****** ***** ****** (**** ***) (Note 1)	****** **	$******
c. Ad Page – Roll-fed (****** ***) (Note 2)	***** **	$******


DESCRIPTION OF ITEM	UNIT	FEE
C.Roll-Fed – Past Due Notices
1. Legacy Format
1. First Physical Page –Black Toner Only. ****** *** * * ***** *** **** * ***** ****** **** * ******* ****** * ******** ***** ** * ** ******* (**** *****)	****** **	$******
2. Enhanced Format
a. First Physical Page –Black Toner Only. ****** *** * * ***** *** **** * ***** ****** **** * ******* ****** * ******** ***** ** * ** ******* (*****)	****** **	$******
b. Each Additional Physical Page –Black Toner Only. ****** *** * * ******* ****** ** ((Note 3)	****** **	$******
c. Ad Page – Roll-fed (****** ***) (Note 4)	***** **	$******
D.Past Due Notice Modified Generic/Bilingual Revision (Note 5)	*******	$********
E.Customer Letters – Standard Rate Mail (Note 6) (Note 8)	******	$******

Notes:

The Generic and Modified Generic/Bilingual format/layout includes a certain level of flexibility that Clients utilize in establishing their design. Included is *** (*) **** ** *********/******** ******** ******* *** ****** ** ********. Any additional time required is billed at the Marketing/Creative Services Support hourly rate. In the event that the level of modifications requested by Client exceeds those included in these formats/layouts, additional fees may apply.

2.	The fee includes *** () * of *** and ** ****** *** () ***/****** * **.

Only available for Clients using Enhanced Past Due Notices. An Ad Page means targeted messages or advertisements using text, graphics and borders generated on an additional logical page. A logical page is one side of a physical page. No reverses or dark photos may be used, only gray scale graphics and color. Set-up and changes to this page are billed at the Statement Design Services Fee. If the Ad Page is printed as an Additional Physical Page, Clients shall be charged the Additional Physical Page rate in addition to the Ad Page rate.

5.	In the event Client wants to revise the labels on an existing Modified Generic/Bilingual format, they may be charged for changes made to each format. The charges ***** * ***** *** () ***/****** ****.

6.	General mail delivery for standard rate mail is ***** () to *** () **. ’ ***** $**** * ****** ** ****. This rate is subject to change at any time based on changes to USPS postal rates.

7.	Customer Letter processing excludes paper and envelopes.

With respect to any materials and inserts TWC or Clients provide to CSG, TWC and Clients must abide by the Content Standards for Standard Mail Letters guidelines set forth by the USPS in the Domestic Mail Manual, which can be found at the USPS’s website ( http://pe.usps.gov/text/dmm300/243.htm#wp1048240 ), including but not limited to provisions related to hazardous materials.

II.	OPTIONAL SERVICES


DESCRIPTION OF ITEM	UNIT	FEE
A.Delinquency Labels
1. Spooled to site (* ***)	*******	$******
2. Reports (* **) ($** *****)	*******	$*******
B.Statement Checkers (***** * ***)	*******	$********
C.Postal Endorsement
1. Postal Endorsement – Address Change Services for disconnected Customers	** *******	$******
2. Postal Endorsement – Address Change Services for connected Customers	** *******	$******
D.INVIEW ARCHIVAL FOR STATEMENTS
1. Originals (Note 1)		*****

Notes:

1.	Originals continue to be a service provided as part of TWC’s Connected Subscriber rate paid under the TWC ACP agreement upon execution of a mutually acceptable Statement of Work.

D.	PRODUCTION EXPENSES AND FEES – (NON-ACP CLIENTS ONLY)

The following Production Expenses and Fees apply to Non-ACP Clients only.

I.	CUSTOMER LETTERS


DESCRIPTION OF ITEM	UNIT	FEE
A.Roll-Fed
1. First Physical Page – Simplex or Duplex printing, Black Toner Only. Laser printing on a roll-fed platform. ****** ***** ****** * ******** ***** ** *** ***** * ** ********* * ** ******* (**** *****)	****** **	$******
2. Each Additional Physical Page – Simplex or Duplex printing, Black Toner Only. Laser printing on a roll-fed platform, includes insertion of document page (****** ***) (Note 1)	****** **	$******
3. Ad Page – Roll-fed (****** ***) (Note 2)	***** **	$******
4. Ad Page – Roll-fed with SmartColor (****** ***) (Note 2)	***** **	$******
5. SmartColor - Additional fee for adding color to a black and white document, includes up to 20% coverage (Notes 3, 4 )	****** **	$******
B.Household Document Fee (Note 5)	********	$******
C.Merged Statement Fee	********	$******

Notes: An Additional Physical Page means text items, such as billing details or system-generated document messages that overflow onto an additional physical page with no more graphics than those graphics tied to messages via the document message and no programmer intervention. The page may include static company information, such as policies and procedures, payment locations, franchise authorities, etc. Only graphics from CSG’s graphics library may be used on the additional physical page. Set-up and changes to this page are billed at the Technical Services Fee.

An Ad Page means targeted messages or advertisements using text, graphics and borders generated on an additional logical page. A logical page is one side of a physical page. No reverses or dark photos may be used, only gray scale graphics and color. Set-up and changes to this page are billed at the Statement Design Services Fee. If the Ad Page is printed as an Additional Physical Page, Clients shall be charged the Additional Physical Page rate in addition to the Ad Page rate.

3.	Where applicable, SmartColor Printing fees are in addition to all other fees under Exhibit A. SmartColor will be deployed to all of Client’s Roll-Fed statements.

*** ***** ***** *** ************** **** ******** ** *** ******’* ********* ** ********** ********. All SmartColor migration efforts shall be documented in a mutually agreed upon Statement of Work. If Client desires to add statement redesign elements to the Statement of Work that are not required for purposes of printing in color, such hours shall be billable at the Technical Services Fee.

5.	Householding combines two different document types (e.g., statement/letter that could be mailed individually) into one envelope for mailing.

II.	OPTIONAL SERVICES


DESCRIPTION OF ITEM	UNIT	FEE
A.USPS NCOA Link	Address Update	$******

EXHIBIT D

TWC ELEMENTS

1. “ *** *****” ***** ****** *** ** *****;

2. ******** ** ******* *** ******* ******* ** *** ****** ** *** **** ****** **** **** ** *** ******* ****;

3. ******** ***** ***** ********* *** **** ****** **** * ********** ** ****** *********; ***

4. ********** ******** ******** ********* ******** ***** ****** ** *********.

EXHIBIT E

INSURANCE REQUIREMENTS

The following required minimum coverages and limits may be met by a combination of the primary policy with a follow-form Excess Umbrella Liability Policy.

1.	Commercial General Liability Coverage

Coverages: Premises & Operations, Broad Form or Blanket Contractual Liability, Independent Contractors Liability, Products/Completed Operations, Personal Injury and Broad Form Property Damage

Minimum Limits:

Each Occurrence (BI/PD)$*********

General Aggregate$*********

Products/Completed OperationsAgg. $*********

Medical Expenses (any one person)$*****

▪	TWC must be named as an Additional Insured - Use ISO Endorsement CG 2010 or CG 2026 (or equivalent) for ongoing operations

▪	Policy must provide completed operations coverage to TWC for a minimum of *** () **** following the completion and acceptance of the work performed by CSG.

2.	Business Automobile Liability Coverage

Coverages: Any Auto Coverage or all owned and leased vehicles. Blanket Contractual Coverage.

Minimum Limits:

Each Accident$********* Combined single limit for bodily

General Aggregate$********* injury & property damage

3.	Workers’ Compensation Insurance

Coverages and Minimum Limits:

Part IWorkers’ Compensation********* ******

Part II Employer’s Liability

Bodily Injury by Accident$*********

Bodily Injury by Disease (Each Employee) $*********

Disease Policy Limit$*********

4.	Umbrella/ Excess Liability Policy (Follow-Form)

Per Occurrence Amount must be such that when added to the

primary policy coverage, limits are equal to $**********

General Aggregate $ *********

5.	Errors and Omissions (E&O) Insurance

Coverages: must include cyber liability coverage

Minimum Limits:

Professional E&O$*********

6.	Insurance - General Conditions

a)	The certificate holder shall be:

Time Warner Cable Inc., its subsidiaries and affiliated companies

7815 Crescent Executive Drive

Charlotte, NC 28217

Attn: Contracts Administrator

b)	The certificate must be provided on the industry standard “ACORD” form (or equivalent) upon contract execution and within ** of policy renewal.

c)	Insurance carriers must have an A.M. Best rating of at least A- .

d)	CSG will name as an Additional Insured on the general liability policy, by policy endorsement , “Time Warner Cable Inc., its subsidiaries, affiliated companies, directors, officers, employees and agents”. To meet this obligation, CSG must provide TWC with:

§	Certificate of Insurance in accordance with the insurance provisions of the contract and these insurance requirements. The following shall be included in the “Description of Operations” section of the certificate:

TIME WARNER CABLE INC., ITS SUBSIDIARIES, AFFILIATED COMPANIES, DIRECTORS, OFFICERS, EMPLOYEES AND AGENTS ARE NAMED AS ADDITIONAL INSURED AS THEIR INTEREST MAY APPEAR (ATIMA).

§	Additional Insured Endorsement for ongoing operations ISO CG 2010 or CG 2026 (or equivalent)

All certificates and insurance policies will contain a statement that said policy is primary coverage to Time Warner Cable Inc., its subsidiaries, affiliated companies, directors, officers, employees and agents; and that any coverage maintained by Time Warner Cable Inc. is excess and non-contributory for claims or losses resulting from the negligence of CSG.

f)	The Workers’ Compensation policy shall include a Waiver of Subrogation in favor of Time Warner Cable Inc., its subsidiaries, affiliated companies, directors, officers, employees and agents for claims or losses resulting from CSG’s negligence.

g)	CSG will provide TWC at least **** () ****’ prior written notice of any policy cancellation or modification.

h)	The cost of any deductible amounts or self-insured retentions contained in any of the insurance policies is to be borne by CSG without any increase or adjustment to the applicable contract amount.

The required minimum limits of insurance coverage are subject to increase by TWC at any time if TWC deems it necessary for adequate protection, but no more frequently than **** ***** *** *****. Within ** **** of demand for such increased coverage, CSG will deliver to TWC evidence of such increased coverage in the form of an endorsement or revised certificate of insurance.

j)	The minimum limits of insurance coverage required by these insurance provisions will in no way limit or diminish CSG’s liability.

All of the above conditions will also apply to any subcontracted operations.

EXHIBIT F

BUSINESS CONTINUITY/DISASTER RECOVERY PLAN

CSG maintains written disaster recovery plans (“Plans”) that describe a pre-planned sequence of events to ensure the continuation, recovery, and restoration of all business-critical business functions in the event of a business disaster. Business-critical functions (computer resources, networks, processes, and facilities) are those which, if not operating, would cause significant adverse impacts upon the services or products provided by CSG Systems, Inc. to its clients. CSG shall test these plans on an annual basis for accuracy and adequacy in terms of capability to actually achieve the Recovery Time Objectives (“DR Test”). The Recovery Time Objectives (“RTOs”) for all Products and Services are set forth below.

CSG’s Plans are intended to:

·	****** ** * ** ** * ** * ****** ***** ******

·	******* * *** **** ****** * *** ******

·	***** *** * * ****************

·	****** ** * *******

·	****** * ****** **** ***** ** ******* * ********

·	***** ’ ********* ** * ******* ******

·	***** ’ ********* * ***** * *********

·	****** *** *** *******

Within ****** (**) **** of the completion of the ** **** **** ***** *** ***** ******* * ****** ** *** *********** *** ******* ** **** ** **** ** ********** ******* *** ***** ******** ******* *** ******** ********** ****** * ** **** ********** *** ********* ** **** *** ******** **** *********** *** ***** ******* *** ******* ** *** ****** ** **** *********** **** ********

**** * – *** ** *********** **** ***** ***** *********** ** * ********

·	******* ******** **** * ***** ** * ** *******

·	***** *****

·	***** * *** * ********

·	** ***

********

·	*** **

·	*** *

·	* ******* ******

·	****** * *******

·	* ***** *****

·	* ***** *** *

***

·	****** *****

*********

·	* *****

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

·	**********

EXHIBIT G

SUPPORT SERVICES

I. Strategic Business Unit

In accordance with Section 8, Account Management, of the Agreement, CSG will assign a dedicated team exclusively for the support of Clients (“TWC Strategic Business Unit or SBU”). The SBU will have the overall responsibility for Client satisfaction with all Products and Services. The make-up of the SBU will change from time to time to meet the changing needs of the industry and of the Clients. The SBU shall distribute copies of CSG’s current escalation process to all Clients and agrees to provide timely updates to reflect any material changes to the escalation process. The SBU will participate in periodic conference calls and meetings with TWC’s user group to gain direct feedback on user satisfaction, industry trends and Clients short and long term plans.

The SSC provides Clients with advice, consultation and assistance to use the Products and Services and diagnose and correct problems that Clients may encounter with the then-current version of the Products or with the Services. For the avoidance of doubt, except as otherwise expressly set forth in this Agreement, the SSC shall not be responsible for supporting problems with the inoperability of any networks (LANs or WANs), any hardware or software (other than the Products) located on Client’s premises, or third party systems. CSG will offer the SSC remotely by toll-free telephone, fax or other electronic communication **********************, ****************, ******************. Each Client will bear all fax and other expenses that it may incur in connection with the SSC. Every Client problem is assigned a tracking number and a priority. Problems are resolved according to their assigned priority. In the event that CSG and the applicable Client disagree about the appropriate priority level classification of the reported problem, then the classification of the problem made by Client in the exercise of Client’s commercially reasonable judgment shall govern.

II. SSC – PDF Presentment Services (including Statement Express, Exact View, Statement Express API and Exact View API)

After acknowledgment of a problem with the PDF Presentment Services pursuant to the procedures described below, CSG shall resolve problems with the PDF Presentment Services as follows:

Priority 1 Problems . The PDF Presentment Services are **** ** ******** ******* *************** (“CSRs”) and/or Customers are ****** ** **** *** ****** ** *** ******* ** **** ********** *** ***** ***** ********* ******* ***/** ******’* ********** ******* ******** ***** ***** *******, and/or ***** *******. CSG will respond within *** (*) **** of ******’* ******. CSG shall provide a ********* *** *** *** ******* ** **** ** ******** *** ** ** ***** ***** **** ***** (*) ***** ***** ***’* ******* ** *** ******’* ******* ****** (“Trouble Report”). CSG shall provide a ********* ********** *** **** ******* ** ***** **** *** (*) ****** from ***’* ******* ** *** ******* ******.

Priority 2 Problems . *********** ************* ** *** *** *********** ******** ** ********* ******** or **********, but the *** *********** ******** *** *** ****. CSG will ******* ****** *** (*) ***** of ******’* ******. CSG shall provide a ********* *** *** *** ******* ** **** ** ******** *** ** ** ***** ***** **** *********** (**) ***** after ***’* ******* ** *** ******* ******. CSG shall provide a ********* ********** *** **** ******* ** ***** **** *** (*) ****** from ***’* ******* ** *** ******* ******.

Priority 3 Probl ems . ***** ************* ** *** *** *********** ******** ** ********* ******** or the ******* ******* or ******** **** *** ******* ** *********** ** *** *** *********** ******** *** *** ******* **** *** ****** ** *** *** *********** ******** or *********** ************* ******* ***** ********* ******** or **********. CSG will respond within *** (*) ******** *** ** ******’* ******. CSG shall provide a ********* *** *** *** ******* ** **** ** ******** but in no event later than ***** (*) ****** from ***’* ******* ** *** ******* ******. CSG shall provide a ********* ********** *** **** ******* ** ***** **** *** (*) ****** from CSG’s ******* ** *** ******* ******.

·	Priority 4 Problems . ***** ********* * * ********* **** ******. CSG will *** ** * () ***** * ***’ ****. CSG will *** ** * () ***** *

** ******’* ******. CSG shall ******** * ********* ** *** ******* ****** ***** (*) ******** ****. CSG shall *** ** ******** ** ******* * ********* *** *** *** *******, but shall ******* * ********* ********** ** ***** **** *** (*) ****** **** ***’* ******* ** *** ******* ******.

If with respect to any Client, the target timeframes set forth above for resolution of a ******** ***** * or ******** ***** * Problem are not achieved with respect to any problem reported by a Client in a ********** ***** then CSG shall ****** **** ****** **** *** ********* ******* *** ******* *** ********** ** *** ****** ** ******** *** ****** ******* ** *** *** **** ***** (the “Support *** *******”). Any such ******* *** ******* *** ** **** ** ******* ** ****** *** ******* ********* *** ** *** ***** **** *********. Further, upon the termination or expiration of this Agreement, *** ****** ******* *** ******* ***** ** **** ** *** ** *** ********** ******(*) ** ***** ** ***** ** ** **** ******** ** ***** **** ****** (**) **** ***** **** ********** ** ***********. CSG and Clients acknowledge that it is impractical and extremely difficult to determine the damages that may proximately result from CSG’s failure to perform its obligations under this Section II of Exhibit G. Accordingly, any amounts payable to Clients hereunder are (1) ********** *******, and *** * *******, (2) ***** *** ** ******* ** *** *********** ** ********* ** ********* ** ******* ******* *** ***** ** **** ********* and, instead, *** ********* ********** ***** ***** **** ******* ** *** ******* *** *******: with regard to **** ****** **** ****** ** ******* *** *** *********** ********* *** ******* *** ******* ***** ** ******* ** ** ****** *** (i.e. *** ******** ****) of an ****** ***** **: * * (the ********* ******* *** ******* *** ********** ** *** ******* ****** ** ******** *** ****** ********* ** * ******* ***** ** **** ******** ****), and (3) ********** *** *** **************** ** *** ******** ******* ** ******* **** * ******* ** *** ** ****** **** *** ********** ** ******* ** ** **** ******* *. The provision for ****************** in any part of this Agreement shall in no way limit TWC’s right to terminate this Agreement, and Clients shall retain the right to pursue any other rights and remedies available under this Agreement or applicable law with respect to such termination. In the event CSG has ******** ***** * or ******** ***** * failure for which a ******* ****** *** would be ******* ***** **** ******* * in the **** ***** ** ** ****** ******** ******** ******** **** ******** ******* or **** ************ ******** ******* with respect to ***** ***** ***** **** **** ********* ******* ** ********* ******* *** ***** ******* *, CSG will **** ******* *** ***** **** *** ******* and/or ********* ******* *** ******* (as defined in ******* *) with respect to such Service(s), and will *** *** * ******* ****** *** ** ****** *** **** *****.

III. SSC – Products and Other Services

When contacting the SSC, the caller should be prepared to provide detailed information regarding the problem and the impact on the operation and the end user. In certain situations, Client will need to provide CSG with adequate examples and details to assist with problem identification. Each problem or question is assigned a tracking number and a priority. The priority is set to correspond with the urgency of the problem. Client shall describe the urgency of the problem when it is initially reported. The priority levels are described below. CSG shall resolve problems with the Products and Services as promptly as practicable, consistent with the priority levels described below.

CRITICAL (PRIORITY 1): ******** **** ** ************** ****** ****** or **** ********** ******* ****** ****** ****** *** ******* ****** ******* *** ******** *** ** *** ******** ***** ****, is ************ ******* ******* or ************* ********, or is ****** ** *******. Client will ******* ** ********* ******** *** ** *********** ** *** ******* *****. Once ******* *** **** ********, efforts are then made to determine the “root cause” of the problem. Considering the nature of the cause, upon Client’s consent, the problem may be adjusted to one of the other priorities and processed accordingly. While a ******** (******** *) problem exists, the *** ***** ******* **************** ******* ***** **** ******’* ******/*******/*********** ** ******** ** *********** ******.

SERIOUS (PRIORITY 2): ******* **** ** *************, or **** ** ******** ************** ******’* **********/********** ****** ** *** **** *** ***** ** ** ****** ****** *** ******/*******. If the problem persists, the ******* ** *** ******* *** ** **** ***/** ******** ******* *** ****** ******** The ***’* **** ** ** ****** **** ******* ** *** ****** ** *** *********** *** ** **** **** **** ****** ** ****** *********** ** ***** ** ******* *** *****. The *** ***** ******** ********* ****** ****** ******** ***** ***** * ********* ******** ** *****.

OPERATIONAL (PRIORITY 3): ******* **** ** ************ *************, or **** ** ******** ************* *** ***** * **** ****** ******. The problem is ****** *** ******’* ********** ***********. The **** ** ********** ** ******* ******* ** ******* *** ** ****** ********** ********** *** *******. A **** *** ** * ******** ******* *************** ********, or *** ******’* ********* ***** ******* *** ******. CSG’s *** **** ** ** ******* ** ** ****** *** **** ******** ***.

INCONVENIENCE OR INFORMATIONAL (PRIORITY 4): ************* or **** ** ************* *** ***** * *********** ******** ******, or *********** ** *********. The problem is ** ******** ************* or ****** *** ********* ***********. There is ** ******* ****** ** *** *** **** ** *** ******. The problem *** ** ******* ** ****** ******** ******* ******** ******** ** ******, or * *********** ********. There is ** ******** ****** ** ****** ******* ** *** ******* ******** *********** or **** because of this type of problem. CSG’s *** **** ** ** ******* ****** (*) ******** ****.

Should Client wish to check the status of a problem, such Client may contact the SSC desk representatives or Client’s Account Manager. In either case, Client should reference the tracking number.

EXHIBIT H

Scope of Exclusivity

TWC’s Residential Cable Business:

The exclusivity obligation described in Section 3(f) of the Agreement applies to the portion of TWC’s residential cable business that is processed via the following logical database partitions existing ** ** *** ********* **** ****** ***’* ********* ******** ** *** ***** ******* ******** (each, an “***** ****”): ****; ****** ****; *** ****; and, *******. TWC may split or merge the foregoing ***** ***** during the Term; however, as to exclusivity that applied to the printing and mailing, through the USPS, of a particular Customer’s monthly bill statement prior to such split and/or merge activities, such exclusivity shall continue to apply to such statement after such split and/or merge activities.

TWC’s Business Class Cable Business:

No exclusivity. After TWC has finalized and issued all print/mail business requirements for TWC’s business class cable services business unit (“TWCBC Requirements”), TWC will provide CSG with an opportunity to submit a bid for bill finishing services for such business unit (including the National Sales group) by the time deadline reasonably specified by TWC. TWC is under no obligation to select CSG to provide such services.

TWC’s Media Sales Business:

The exclusivity obligation described in Section 3(f) of the Agreement applies to **** ****** ***** ***** ***.

EXHIBIT I

SERVICE LEVEL AGREEMENTS

1.	******* ****** ****** .

*** ********* ********** ******** ******** ** **** ******* ****** *** ** ** ********* *** **** ******* ******’* ********** ***/** ***** ******* ** ******** ***** ** ********* **** *** **** ****** ************ ****** ** ***** **** *********** **** ***** ** *** **** ******** *** ********** ********** ** ****** **** ***’* ********** ******* ** ***** ********* ****** ****** ** **** ** *** **** **** *** *** ********* ******** ** ********** **** * ******** ******* ***** ******* **** ******* ****** ********* ****** ** ************ ****** ****** ** **** ******* ****** *“******* **** ***** ********** ********”*.

*** ********* ********** ******** ******** ** **** *** ****** *** ** ** ********* *** **** *** ******’* ********** ***** ** ********* **** *** **** ****** ************ ****** ** ***** **** ***** *** ******** **** ********* ***** ********** * ******** ** * ******* ****** ********* ****** ****** ** **** ** *** **** **** *** *** ********* ******** ** ********** **** * ******** ******* ***** ******* ** ** *** *********** *** ****** ********* ****** ** ************ ****** ****** ** **** *** ****** *“*** **** ***** ********** ********”*.

*************** *** ********** **** ******* ** ******’* ***** ***** ********* ** **** ** *** ********** **** ****** *** ***** ** ************* **** *** **** ****** *** ***** ******* ****** **** ***** *** ******** *** ********** *** *** ********** *** *******/***** ******** **** *** **** ** *** ** ***** ********* *“***** ***** **** ***** ********** ******** **** ******** **** *** ******* **** ***** ********** ******** *** *** *** **** ***** ********** ********* *** “**** ***** ********** *********”** *** ******** ** *********** ******* *** ******** *** ***** ***** **** ***** ********** ********* *** *** ** **** ******* ***** *** ** ******* ** *** ** *** ******** **** ** *** ********** ***********.

d.	* **** ** *** ***** “****** ” ** ** *** **** ***** **** ******.

2.	****** **** /****** *** *** ***

a.	****** ******

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

b.	** /****** *****

3.	* ******* *******

*** ***** ******* *** ******* ******** *** ******’* *** *********** ******** ** *** ***** ** ******* * *

4.	******* **** ***** *** * * *** **

a.	****** ****

b.	**** *****

i.	*** *

**** ******* ** **** ******* *** *** ****** ** *** ************ ******* **** ********** *** ** ******* ** *** ***** ****** **** ****** ** **** *********** *** *** ********* ** **** ****** ***** ** ********* *** ******* ** **** ********* ******* ******’* ********** ******* ******** ***** ***** ******* *** ***** ******** ** **** ***** ** ******* ** ****** **** **** ***** *** **** ***** *** **** *** ***** ****** **** *** * **** ******* ******* ** *** ***** ******** ** * ******* ****** ********* ********* ********* *** *********** ** ***** **** ****** ** ***** ** ***** *********** **** ***** ******* ****** ** **** ***** ********* ********* ***** *** ****** *** *** ***** ** *** *********** **** **** ****** ** **** *** ***** ** *** ***** *** *** **** **** **** ******* ** **** *********** ***** ****** *** **** *********** ******* *** ******’* ********** ******* ******* **** *** ********* *** ********* ** ****** **** **** ** ***** ************** ** *** ********** ******* ****** ***** *** ********* **** ** ******* ** * ******** ********* ********* ** ***** ******** *** ***** ******* **** ****** **** *********** **** ***** ******* ****** ** *** ********* ********* *** *********** ** ***’* ******* *** ******** **** ** ********** **** ***** **** *** ** ********* **** **** ******’* ********** ******* ******** ***** ***** ******* ***/** ***** ******* ** ******* *** ****** ** *********’ **** ********** ******* **** ******’* ********** ******* ******** ***** ***** ******* ***/** ***** ********

ii.	*** **

iii.	******* *** *

** ****** **** *** ***** ** * ********** ***** *** ***** ******* *** *** **** ****** **** ******** **** ****' ***** ******* ******** ****** ******** ****** ** ** **** ******** ** ** ***** ***** ***** *** ******* ******* ** ******** ****** **** *** ***** *** ***** ******** *** **** **** **** ******* ** **** *********** ***** ****** *** **** *********** ******* *** ******’* ********** ******* ******* **** *** ********* *** ********* ** ****** **** **** ** ***** *** ******** ** **** ********** ******** **** *** ******* ******* ************ ****** *** *** ***** ** ************ *** *** ***** ** *********** ** ******* ** *** ********* ******* *** ******* *** ************* ********* *** *** ***** ********* ********* *** *** ********* ******* *** *** *** ******** ******* ** ***’* ********; ********* ******** **** ** ***** *** ******* ***’* ************** ******* ****** *“***”* ** *** ********* ********* *** *** ******* ** ***’* *********

iv.	******* *****

*** ********* ******* ******* **** ** ********* *********** ******* ***** ** *** ***** ** * ******* ****** ********* ******** *** *********** *** ** ** **** *** ***** *** **** ** ***** ****** ***’* ********* ******** *** ********* ******* ***** ***** ** ********* ** **** **** ****** **** **** ** ******** ** *** ***** ***’* ********* ******** *** *********** ** ******** ** ****** **** *** ***** ** * ********** ***** *** ***** ******* *** *** **** ****** **** ******** **** ****' ***** ******* ******** ****** ******** ****** ** ** **** ******** ** ** ***** ***** ***** *** ******* ******* ** ******** ****** **** *** ***** *** ***** ******** *** **** **** **** ******* ** **** *********** ***** ****** *** **** *********** ******* *** ******’* ********** ******* ******* **** *** ********* *** ********* ** ****** **** **** ** ***** *** ******** ** **** ********** ******** **** *** ******* ******* ************ ****** *** *** ***** ** ************ *** *** ***** ** *********** ** ******* ** *** ********* ******* ******* *** ************* ********* *** *** ***** ********* ********* *** *** ********* ******* ******* ******* ** ***’* ********; ********* ******** **** ** ***** *** ******* *** ** *** ********* ********* *** *** ******* ** ***’* *********

v.	***** *****

******* ******* **** ** ********* *********** ******* ***** ** *** ***** ** * ******* ****** ********* ******** *** *********** *** ** ** **** *** ***** *** **** ** ***** ****** ***’* ********* ******** *** ******* ******* ***** ***** ** ********* ** **** **** ****** **** **** ** ******** ** *** ***** ***’* ********* ******** *** *********** ** ******** ** ****** **** *** ***** ** * ********** ***** *** ***** ******* *** *** **** ****** **** ******** **** ****' ***** ******* ******** ****** ******** ****** ** ** **** ******** ** ** ***** ***** ***** *** ******* ******* ** ******** ****** **** *** ***** *** ***** ******** *** **** **** **** ******* ** **** *********** ***** ****** *** **** *********** ******* *** ******’* ********** ******* ******* **** *** ********* *** ********* ** ****** **** **** ** ***** *** ******** ** **** ********** ******** **** *** ******* ******* ************ ****** *** *** ***** ** ************ *** *** ***** ** *********** ** ******* ** *** ******* ******* ******* *** ************* ********* *** *** ***** ********* ********* *** *** ******* ******* ******* ******* ** ***’* ********; ********* ******** **** ** ***** *** ******* *** ** *** ********* ********* *** *** ******* ** ***’* *********

c.	** ***********

i.	*** * *** *

**** ******** **** ********* ***** ** ******** *** ***** **** ** **** ** *** *** ********** ******’* ********** ******* ******** ***** ***** ******* ***/** ***** ******* ****** *********** **** ***** ** ***’* ********** ******* ** **** **** *** ********** *******

ii.	******* *** * ******* *** *

**** ******** **** ********* ***** ** ******** *** ********* ******* ** **** ** *** ********** ******’* ******** ********** ******* ******** ***** ***** ******* ***/** ***** ******* ****** *********** **** ***** ** ***** *********** ** ** *** **** ** ********* **** ******* ********** ******* *********** ********* **** ***** ***********

*********

i.	***** ******

****** *** **** ******** **** ** **** ******** ***** *** *“****** ****”** *** ***** ******* **** ****** **** * ******* ****** ******* ***** **** ** *** ******* ****** ********* ** **** ******* * *** ***’* *********** ****** *** **** ********* ******** ***** ******** ** **** ******* ******* *** ******** ** **** ******* ** * ******* ** **** * ******* ***** ***** ** ********** * “****** *********” *** ***** ****** *** ******* ****** *** ***** ** **** ******* **** * ****** ** * ******* ***** ** **** ****** ******** **** ******* *** ******* ***** ***** *** ***’* ******* ** ******* *** ******* ****** ** ********** **** *** ********** *** ***** ***** **** ****** ** * ****** ******** **** ******* ** *** ** *** ******* ****** *** ***** ** **** ******* *; *** *** ***** *** ******** * ****** *** **** *** ****** ** *** ** *** ******* ******* **** ******* **** ****** ** * ****** ******** **** ******* ** *** ******* ******* ********* ******** ** ****** ******** ***** ***** ** *** ******** *** ****** ** ***** *** ********* ****** ****** **** *** ******** **** ** *** ****** ***** *** ***** ** ******** ** **** **** *** *** **** ****** *** ***** ** *** ********* ******** ** **** **** *** **** ****** *** ******** ********

ii.	*** * *** *

** **** ******* ** *** ******* *** **** *** **** *** *********** ******** *** ***** ** ************ *** ** ***/** ** ***** **** ******* ** ****** ***** **** ** *** ***** **** *** *** *** ****** **** *** ***** ******* * *** ****** ** **** **** ****** ** ** ****** ***** ** *** ********* ******* *** ******* *** ********** ** *** ****** ** **** ******’* ******** *** ****** ******* ** *** ** *** ***** ** ***** **** ****** ******** ********* ** **** ******* ** *** ******* *** **** *** **** *** *********** ******** *** ***** ** ************ *** ** ***/** ** ***** **** ******* ** **** ***** **** *** *** ***** **** *** *** *** ****** **** *** **** **** ******* **** ****** ** ********** ******* ****** *** ***** ******* * *** ****** ** **** **** ****** ** ** ****** ***** ** $****** ********** ** *** ****** ** **** ******’* ******** *** ****** ******* ** *** ** *** ***** ** ***** **** ****** ******** ********* ************* *** ******* ******* ********* ***** *** “***** **** *** ********”

*** ********* ********** ***** ***** **** ******* ** *** ***** **** *** *******: **** ****** ** **** ****** **** **** ***** **** ***/** *** ***** **** **** *** ***** **** *** ******* ***** ** ******* ** ** ****** *** ***** *** ******** ***** ** ** ****** ***** **: *** *** * **** ********* ******* *** ******* *** ********** ** *** ******* ****** ** ******** *** ****** ********* ** * ******* ***** ** **** ******** ****** ** *** ***** *** *** ******** ***** * ** ******** ***** * ******** ** ********* ** ******* * ** *** **** ***** ** * ****** ******** ******** ** ***** **** ***/** *** ***** **** *** ***** ************ *** ** ***/** ** ****** *** **** **** ******* *** ***** **** *** ******* ** ****** *** **** ***** ******** ** ********* ** *** ********* ********* *** **** *** *** * ******* ****** *** ***** ******* **

iii.	******* *** * ******* *** *

(a)

(b)

**** ****** ***** ** ******** ** * ****** ** **** ******’* **** ******* ******** ** *** ***** *** *** ******** ***** * ** ******** ***** * ******** ** ********* ** ******* * ** *** **** ***** ** * ****** ******** ******** ** ********* ******* ***/** ********* ******* *** ***** ************ *** ** ***/** ** ****** *** **** **** ******* *** ********* ******* *** ******* ** ****** *** **** ***** ******** ** ********* ** *** ********* *********** ** *********** *** **** *** *** * ******* ****** *** ***** ******* **

5.	********* **** – *** *** ***

a.	* ****** ******* *** * * ***** ** * *** ** * ******* * ** *******

**** ******’* ******** * *********** ******* ***** ** ********** ** * ******** ****** **** ********* ** **** **** ** ******** ** **** ******** *** ********** **** *** ***’* ********** ** **** *********** ******* *** ***** ** **** *** ***** *** ** ****** **** *** **** *** ***** ***** “******** ******” ***** ***** ** *** **** ** ********

******** ****** * *** ***** ******* *** ********* ******** ****** *** ********** ***** *** *********** ******** ******** **** *** *** **** ** ***’* ******* ** ******’* ******* *********** ******** ***** *** *********** ******* **** *** ** ********** ** * **** ** *** *** ******** ****** **** ***** **** ************* ** **** *** ********** *** ** ********** ***** *** *********** ******* **** ** ********** ** * ****

(i)	****** *** – ******* **** ****** * ******* * ****** *** **** ***** ** * **** ***********

·	********* **** * * ** – ****** * * ****** *****

·	********* **** ** * ** * – * *** ******* **** * ****** * ** * ** *** ****** **** ***** *********

(ii)	******* *** – ******* **** * *************

·	********* **** * * ** – ****** ** * ****** *****

·	********* **** ** * ** * * **** * ** – ****** * **** *****

·	********* **** ** ** * * ** *** *** * – ****** ***** **** *****

·	********* **** ** * * – * * ** * **** * * ******** ****** * ** *******

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

**** ******* ** *** ******* ** *** ** **** *** ********** ********** **** *** ***** ***** *** *** ******* ********** **** *** ***** ** * **** ** ********** **** * *********** ******* ** ****** **** ** *** ***** ** * **** ***** ******* ** *** ****** ** ***’* ******* ** ******* ** *** *“********** *******”** *** ***** ****** ****** **** ** ****** ******** ** *** ***** ** *** ******* **** ********** ***** *** ********** *** ***** ** *** ******* ***** *** *** *** ******** *** ** ****** ****** ******* ***** *** *** *** ******** **** ** ***** *** ****** ******* ***** *** ***** *** ** **** ******** **** ** ***** *“********** ******* ******”** *************** *** ********** ** *** *********** ******* ********* ** *** ********** *** ** *** * ******** ****** ** *** **** ***** ** ***** *** **** “******** ***” ** *** ********* ******** ***** ** ******** **** “******** ****” *** *** ****** **** ******** ***** **** * ********** ******* *** ********* ** *** *** ****** ***** **** * ********** ******* *** ********* *** ********** ********** ******* ****** **** ** ******** ** *** *** **** ** **** ** ****** *** ******* **** *** *** ******** *** **** ******** ** *** ********** ******** ** **** ****** *** ***** ******* ****** *** *** ******* **** *** **** *** *** ** *** ********** ******* ******* *************** *** ********** ** *** ********** ******* ****** ******* *** ********* ****** ** ** ******** ** ****** *** ***** ** *** **** *** *** ******** *** *** ********* *** ** ******* ******* **** ***** ** ********** ** *** ********* **** *** ***** ****** **** ****** ** ******* ** ***** ** **** ********* ****** ****** **** **** ** *** ********** ** *** ****

*** *** ********* ** ****** *** ***** ******* ******** ******** *** ******** ***/** ********* ******* ****** ** ******’* ******** **** **** ** ***** ****** ******’* ***** ** ******** ** *** **** ***** *********** ******** ******** ** *** **** ** ******** ** * ****** ***** ** ********* ** *** ** ** *********** ***** **** *********** ******** ******* ** *** ***** **** ** ******** ** ******** *** ******* **** ******* ********** ** ** ***** ********** **** *** ********** * ****** ** ***’* ********** *********** *** ***** ******* *** ****** **** ** ***** *** *** ** **** ***** ********* * *********** ******* ******** ** * ********** ******** **** ********* ***** * ******* ******* *** * ******’* *********** **** ** ******** ** ********** *** ******** *** ******* ********** ** ** ***** ********** **** *** ********** * ****** ** ***’* ********** *********** *** ***** ****** ** ***** ** * ****** ** **** *********** ** *** *** *** ******** * *********** ******* ** *** **** ***** *** * ********* ****** ******* ** ********** *** * ********** **** ** ********* ****** **** ******** **** ** *** ********** *********** ************ ***** ***** *** *** **** ** *** ****** ** * ***** **** **** ******* *** ********* ******* ** ********** ******** ** * *********** **** ** *********

6.	* *** – ******

*** *** *** *********** **** ** ** *********** *** ********* ********* ** ********* *** ******* **** *** *********** ****** **** ***’* ******* ** ******* *** *********** ***** **** ******** ************ **** ******* ** ******* ****** *** ***** * *** ****** ******* ***** **** ******* ** ** **** ******* ***** ** ******* **** *** ******* *** *** ********** ******** *** *** * ******** **** ***** *** ** ******* ** *** *********** ** ********* ** ********* ** ******* ******* *** ***** ** **** ********* ***** ** *** **** ** *** ***** **** *** ******** *** ******* ** *** *** *** ***** ** ******* ****** ** **** ********* *** *****

*** ********** *** *** **************** ** *** ******** ******* ** ******* **** ***’* ******* ** **** **** ******* ******* ******** *** *** ********** *** *** ******* ***** **** ******* * *** ******** ** ******* ******* ****** ***** ** ** *** ***** ***’* ***** ** ********* **** ********** *** *** ******* ***** ****** *** ***** ** ****** *** ***** ****** *** ******** ********* ***** **** ********* ** ********** *** ** ********** **** **** ************ *** *** ******* ************ ** **** ******* * *** ** **** ** ******* ** ****** *** ******* ********* *** ** *** ***** **** ********** **** *** *********** ** ********** ** **** ********** *** ****** *** ******* ***** **** ******* ***** ** **** ** *** ** *** ********** ********* ** ***** ** ***** ** ** **** ******** ** ***** **** ****** **** **** ***** **** ********** ** ************

EXHIBIT J

STATEMENTS OF WORK AND LETTERS OF AUTHORIZATION


Document #	Effective Date	SOW or LOA	Title
None

EXHIBIT K

ACP CLIENTS AND NON-ACP CLIENTS


ACP CLIENTS	NON-ACP CLIENTS (ICOMS SITES)
*************	****
· *********	Ø *********
· ******* (*** *******)	· *********
· ******* (*** ********)	· ******* (*******)
******	· *********
· *********	· ******* (**** * **)
· *********	Ø *********
· ******* (*** *******)	· ******* (****)
· ******* (*** *******)	· ******* (*****)
· ******* (*** ********)	· ******* (* *****))
***********	· ******* (******)
· *********	*******
· *********	Ø *******
· ******* (*** *******)	· ******* (* ****)
· ******* (*** *******)	· *********
· ******* (*** ********)	· *********
***********	· *********
· *********	· *********
· ******* (*** *******)	· *********
· ******* (*** ********)	· *********
********	· *********
· *********	· *********
· ******* (*** *******)	· *********
· ******* (*** ********)	· *********
********	· *********
· *********	· *********
· ******* (*** ********)	· *********
· ******* (*** ********)	· ******** * * * **
*********	Ø **** **
· *********	· *********
· *********	*** ***
	· *********
	****** * ******
	· *********
	*********
	· *********

EXHIBIT L

FORM OF *** ADDENDUM

1. Agreement Reference . Reference is hereby made to that certain Amended and Restated Processing and Production Services Agreement dated as of _____________, 2014 between CSG Systems, Inc. (“CSG”) and Time Warner Cable Enterprises LLC (“TWC”) (CSG #2505411), as amended from time to time by CSG and TWC, the “Agreement”).

2. Acceptance of Agreement . ****** ***** ********* *** (“***”) agrees to be bound by the terms and conditions of the Agreement, which are hereby incorporated by reference into this *** ******** (“*** ********”) and which may be amended from time to time by CSG and TWC. All capitalized terms not defined herein shall have the meanings given to such terms in the Agreement if defined therein. Subject to the provisions of Section 3 below, upon execution of this *** ********, BHN shall have all of the rights and obligations of TWC under the Agreement solely with respect to this *** ******** and the Products and Services for ACP Clients and/or Non-ACP Clients received by *** pursuant to the Agreement, and CSG shall have the same rights and obligations vis-à-vis *** as it has with respect to TWC. ACP Clients and/or Non-ACP Clients, as applicable. In addition, the following provisions in the Agreement are modified with respect to ***.

a)	Section 1, Definitions. *** is not a TWC Company as defined in Section 1 of the Agreement.

b)	Section 2, Term. This Addendum will expire concurrently with the Term of the Agreement, unless the parties hereto amend this * ****** to extend the Term beyond the expiration or earlier termination of the Agreement.

Section 3, Services and Products, Subsection (b). *** and CSG shall not vary the terms and conditions of this Agreement as it applies to *** without TWC’s prior written consent. If CSG and *** make any such variation, then CSG agrees that, upon TWC’s election, Clients shall be entitled to any rights or benefits in favor of *** set forth in any such variations. CSG will provide a true and correct copy of any signed *** ******** (and any subsequent amendments) to TWC promptly upon signature thereof by CSG and ***. Notwithstanding the above, CSG may provide print/mail products and services to *** under and Addendum, as it may be amended from time to time, that are not Products and Services under this Agreement without TWC’s prior written consent and such shall not be considered a variation hereunder. *** will not be responsible for TWC’s, ACP Client’s or Non-ACP Client’s compliance with this Agreement or for their acts or omissions. CSG will look only to *** for payment of all amounts owed to CSG, and performance of any other obligations hereunder, as they relate to ***.

d)	Section 3, Services and Products, Subsection (f). * shall be subject to the exclusivity described in Section 3(f) and Exhibit H of the Agreement. ’ sites subject to the terms of the Agreement are set forth in Exhibit K-* attached hereto (“* *****”).

Section 12, Limitation of Liability. If fewer than **** (*) ****** have accrued under the *** ******** at the time a claim arises, the amount actually paid by *** under the *** ******** at the time a claim arises will be divided by the number of months such payments were made under the *** ********.

f)	Section 13, Intellectual Property; Infringement Indemnity, Subsections (b) and (c). To the extend they meet the definitions and criteria contained in Subsections (b) and (c), * Marks and * Design Look and Feel will be protected under this Agreement.

Section 18, Termination and Section 19, Termination Assistance. For the avoidance of doubt, *** shall be entitled to exercise the termination and Termination Assistance rights and responsibilities of TWC under the Agreement solely with respect to this *** ********. A termination by TWC under Section 18 of the Agreement shall not constitute a termination of this Addendum and *** may continue to receive Products and Services under the Agreement without interruption for so long as *** is not in default under this Addendum.

Section 21, ********** ****. A termination of the Agreement by TWC that results in the payment of a ********** *** by TWC shall not constitute a termination by *** of this Addendum or, absent any other event that would trigger a payment under Section 21, would not require *** to pay a ********** *** to CSG. ***’* average monthly invoice for purposes of computing ***’* ********** **** shall be based exclusively on *** invoices.

i)	Section 22, General, Subsection (8) . All notices that may be required or permitted to be given pursuant to the Agreement and this Addendum shall be given to the parties set forth below in accordance with the terms of the Agreement and TWC shall not receive notices under this Addendum:

If to CSG:

CSG Systems, Inc.

9555 Maroon Circle

Denver, CO 80112

Attn: President

With a required copy to:

CSG Systems, Inc.

9555 Maroon Circle

Englewood, CO 80112

Attn: General Counsel

If to ***:

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

4145 Falkenburg Road

Riverview, L 33578

Attn.: Robert L. Segers, VP Billing & CRM Services

With a copy to:

Sabin, Bermant & Gould LLP

4 Times Square

New York, NY 10036

Attn: Arthur J. Steinhauer, Esq.

j)	Section 22, General, Subsection (15). Section 21(15) shall not apply to ***.

k)	Exhibit E, Insurance Requirements. CSG will provide * with insurance in compliance with the requirements of Exhibit E, subject to ’ identification of entities to be insured and to receive proof of insurance thereunder.

3. Counterparts . This *** ******** may be executed in counterparts, each of which, when executed, shall be deemed to be an original and all of which together shall be deemed to be one and the same instrument.

Executed as of the ___ day of ___________, 20__ (“Effective Date”).

CSG SYSTEMS, INC.

By: _______________________________

Name: _____________________________

Title: ______________________________

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

By: ________________________________

Name: ______________________________

Title: _______________________________

EXHIBIT K-***

*** – NON-ACP CLIENTS

EXHIBIT 31.01

CERTIFICATIONS PURSUANT TO

SECTION 302

OF THE SARBANES-OXLEY ACT OF 2002

I, Peter E. Kalan, certify that:

1.	I have reviewed this report on Form 10-Q of CSG Systems International, Inc.;

2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a)

Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b)

Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c)	Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d)

Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5.	The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a)	All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b)	Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: August 7, 2014		/s/ Peter E. Kalan
		Peter E. Kalan
		President and Chief Executive Officer

EXHIBIT 31.02

CERTIFICATIONS PURSUANT TO

SECTION 302

OF THE SARBANES-OXLEY ACT OF 2002

I, Randy R. Wiese, certify that:

1.	I have reviewed this report on Form 10-Q of CSG Systems International, Inc.;

2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

(a)

(b)

(c)	Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d)

5.	The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a)	All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b)	Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: August 7, 2014		/s/ Randy R. Wiese
		Randy R. Wiese
		Executive Vice President and Chief Financial Officer

EXHIBIT 32.01

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

The certification set forth below is being submitted in connection with the Quarterly Report on Form 10-Q (the “Report”) for the purpose of complying with Rule 13a-14(b) or Rule 15d-14(b) of the Securities Exchange Act of 1934 (the “Exchange Act”) and Section 1350 of Chapter 63 of Title 18 of the United States Code.

Peter E. Kalan, the Chief Executive Officer and Randy R. Wiese, the Chief Financial Officer of CSG Systems International Inc., each certifies that, to the best of his knowledge:

(1)	the Report fully complies with the requirements of Section 13(a) or 15(d) of the Exchange Act; and

(2)	the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of CSG Systems International, Inc.

August 7, 2014

/s/ Peter E. Kalan

Peter E. Kalan

President and Chief Executive Officer

August 7, 2014

/s/ Randy R. Wiese

Randy R. Wiese

Executive Vice President and Chief Financial Officer