1.

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.

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.

f.

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.

2.

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:

a.

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 ********* *******.

b.

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.

3.

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:

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