FIFTY-NINTH AMENDMENT TO AMENDED AND RESTATED CSG MASTER SUBSCRIBER MANAGEMENT SYSTEM AGREEMENT BETWEEN CSG SYSTEMS, INC. AND CHARTER COMMUNICATIONS HOLDING COMPANY, LLC

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 10.25BC

FIFTY-NINTH AMENDMENT

TO

AMENDED AND RESTATED

CSG MASTER SUBSCRIBER MANAGEMENT SYSTEM AGREEMENT

BETWEEN

CSG SYSTEMS, INC.

AND

CHARTER COMMUNICATIONS HOLDING COMPANY, LLC

This Fifty-ninth Amendment (the “Amendment”) is made by and between CSG Systems, Inc., a Delaware corporation (“CSG”), and Charter Communications Holding Company, LLC, a Delaware limited liability company (“Customer”).  CSG and Customer entered into that certain Amended and Restated CSG Master Subscriber Management System Agreement dated February 9, 2009 (document no. 2298875), 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.  The effective date of this Amendment is March 1, 2015 (the "Effective Date of the Fifty-ninth Amendment").  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 their terms.

CSG and Customer agree to the following as of the Effective Date of the Amendment:

1.    Extension of Term.  CSG and Customer agree section 1.2, entitled "Term," of the Agreement shall be deleted in its entirety and replaced with the following:

1.2   TERM.  Unless earlier terminated pursuant to section 6.1, this Agreement shall commence on the Effective Date and remain in effect thereafter for an initial term expiring on December 31, 2019 (the "Initial Term").  Term means the Initial Term and any Additional Terms.

2.   Technical Services.  CSG and Customer agree section 3.2, entitled "Technical Services," of the Agreement shall be deleted in its entirety and replaced with the following:

3.2    Technical Services.  During the Term of this Agreement, CSG shall provide certain consulting, development and/or integration services (“Technical Services”) required by and described in a statement of work (“Statement of Work”), which the Parties may mutually agree to in writing from time to time and which shall be substantially similar in form to Schedule D.  Customer will pay CSG any fee(s) set forth in a Statement of Work executed by both Parties, as well as any Reimbursable Expenses incurred in connection with the Technical Services performed by CSG, in accordance with the terms and conditions of this Agreement. CSG and Customer acknowledge that all Statements of Work shall form an integral part of this Agreement.  Notwithstanding the foregoing text of this section 3.2, at ** ********** ****** ** ********, CSG shall provide Customer ***** ******** (*****) *** ***** of Technical Services ********, which Customer may utilize for **********, **************, ******* **********, ********, and other mutually agreeable tasks (including *********** ********, but *** ********* *** ******** for which a ******** ***** ****** is ********** in Schedule F of the Agreement, as amended, or any SOW, LOA or TSR) for use by Customer’s *********** ********** and ******** **** department or, upon the approval of Customer’s **** of ******** ****, any other Customer department (the “Technical Service ***** ******”).  The charges for all Technical Services provided by CSG during the Term will first be applied against the Technical Service ***** ****** unless expressly agreed by Customer’s **** of ******** **** pursuant to an applicable Statement of Work or other document as provided in this Agreement.

CSG shall make available and Customer agrees to use, on an ****** basis per ******** ****, a pre-determined number of hours as provided in Schedule F (“****** Consulting Hours”) for the fees provided in Schedule F.  CSG’s Professional Services Group will be responsible for the provision of the ****** Consulting Hours and Customer’s use shall be documented in a duly executed Statement of Work between the Parties.  CSG and Customer agree the ****** Consulting Hours, pursuant to a Statement of Work, can be used for **********, ****** ******** ***********, **************, ******* **********, ******** and other mutually agreed tasks provided by CSG’s Professional Services Group.  ****** Consulting Hours shall *** ** **** for *********** ********** to CSG ******** *** ********, ***** *** **** ********, the Technical Services described in the preceding paragraph, nor to support the ******** ***** and ******** ******** provided in section 2.11 of the Agreement.  CSG shall invoice Customer ******** at the ********* of the ******** **** and Customer agrees to pay, pursuant to section 5.2, "Invoices and Payment," the fees provided in and pursuant to Schedule F ("Fees") of the Agreement for the ****** Consulting Hours (“****** Consulting Hours Fees”).  For the **** ******** ****, CSG shall invoice Customer on the **** ******* invoice following the Effective Date of the Fifty-ninth Amendment.  The ****** Consulting Hours Fees identified in Schedule F of the Agreement are non-refundable and are a commitment by Customer for payment regardless of Customer’s use of the ****** Consulting Hours.  Except as provided in Schedule F, Section VI entitled "Technical Services" under the table “****** Consulting Hours,” any unused ****** Consulting Hours at the *** ** * ******** **** shall be forfeited and shall not be carried over to the **** ******** ****.  Any ***** provided by CSG’s Professional Services Group used by Customer in excess of the then-current ****** Consulting Hours shall be paid at the rate set forth in Schedule F for ****** Consulting ***** pursuant to a mutually agreed upon Statement of Work.  

3.   Support Services.  CSG and Customer agree to amend section 4.1 "Support Services," of Article 4, "Maintenance and Support," and as a result section 4.1 shall be deleted in its entirety and replaced as follows:

4.1   Support Services.  Subject to payment by Customer of the fees set forth in Schedule F, and through the term of this Agreement as set forth in section 1.2, CSG will provide Customer its support and maintenance of the then-current version of each licensed Product (excluding any customization) and Services as described on Schedule H (“Support Services”), and each Party also agrees to comply with all other terms and conditions of Schedule H.  Included in the Support Services at the rates provided in Schedule F is support of the then-current version of the licensed Products via CSG’s Product Support Center, publication updates, and the fixes, updates, upgrades or new versions or any other major and minor enhancements of the Products or Documentation that CSG may make generally available to its customers (the “Updates”).  

4.   Adjustment to Fees.  CSG and Customer agree to amend section 5.3 “Adjustment to Fees” of Article 5, “Payment Terms,” and as a result section 5.3 shall be deleted in its entirety and replaced as follows:

5.3  Adjustment to Fees.  Effective January 1 of each year of the Term, all fees included in this Agreement, except ********* as defined below, shall be increased ******** by the ****** of (x) ****** ******* (**%) of an amount equal to the ******* ******* of the ******** ****** (**) ******, prior to CSG’s notice, of the published (“CPI”) Consumers Price Index, All Urban Consumers, All Items, U.S. City Average 1982-1984, published by the U.S. Department of Labor or any successor index (“Annual Adjustment to Fees”) or (y) ***** ******* (*%).  The Annual Adjustment to Fees shall be communicated to Customer no later than ******** * of the ********* ****, provided, however, that the failure to provide timely notice of the Annual Adjustment to Fees will not relieve Customer of such Annual Adjustment to Fees, except that such Annual Adjustment to Fees will be effective prospectively from the later of January 1, or the actual date of such notice.  Except for *********, CSG agrees to not make an adjustment to fees as provided in this section 5.3 for the **** ******** ****. CSG may modify the fees payable by Customer for ***** *** ********* (***********) at any time ***** to ********** ********* to ********* ***** that may be ****** ***** to *** **** its ********* *******.  For avoidance of doubt, such fees payable by Customer for ********* shall not be subject to any other adjustment under this section 5.3 other than increases ************ to ***’* ******* of the ********* as described herein.  In addition, CSG agrees to **** ******* to ******** the ****** of *** ********** ******** in ********* ***** that may be ******** to *** **** its ******** *******.  

Customer will be notified in writing (e-mail shall suffice) of any ********* ***** ********* or ********* no less than ****** (**) **** prior to the application of such change.

5.   Discontinuance Fee.  CSG and Customer agree to amend section 6.4 “Discontinuance Fee” of Article 6, “Termination,” by deleting it in its entirety and replacing it with the following:

6.4    Discontinuance Fee  

(a)  Non-Print and Mail Processing.  The Parties have mutually agreed upon the fees for non-Print and Mail Products and Services provided hereunder based upon certain assumed volumes of business activity, and the Term of this Agreement.  Customer understands that without the certainty of revenue promised by the commitments set forth in this Agreement, CSG would have been unwilling to provide the Products and Services in accordance with the terms set forth herein.  Because of the difficulty in ascertaining CSG’s actual damages for a termination of this Agreement by Customer without cause or other breach of this Agreement by Customer resulting in termination of this Agreement by CSG, Customer agrees that, upon termination of this Agreement in its entirety for reasons other than by a Party pursuant to section 12.7 or by Customer pursuant to section ***(*), (*), (*) or (*), in addition to all other amounts then due and owing to CSG for Products and Services previously rendered, Customer will pay to CSG (as a liquidated damage and not as a penalty) an amount equal to (i) the ***** ******** ****** (*****) multiplied by (ii) the *********** ******* of the ******* ********** (the ************ ************** ****).  Customer agrees that such amount is a reasonable estimation of the actual damages which CSG would suffer if CSG were to fail to receive the business contemplated in this Agreement. The Parties agree that, excluding any other undisputed amounts due and owing to CSG at the time of such breach, the liquidated damages for non-Print and Mail Products and Services set forth in this section 6.4 shall be available to CSG only as set forth expressly in this subsection (a) to section 6.4, and such liquidated damages shall be CSG’s sole and exclusive remedy at law or equity for termination of this Agreement prior to the Term.

(b)  Print and Mail.  The Parties have mutually agreed upon the fees for Print and Mail Services provided hereunder based upon certain assumed volumes of business activity, exclusivity restrictions and the Term of this Agreement.   Customer understands that without the certainty of revenue promised by the commitments set forth in this Agreement, CSG would have been unwilling to provide the Print and Mail Services in accordance with the terms set forth herein.  Because of the difficulty in ascertaining CSG’s actual damages for a termination of this Agreement by Customer without cause or other breach of this Agreement by Customer resulting in termination of this Agreement by CSG, Customer agrees that, upon termination of this Agreement in its entirety for reasons other than by a Party pursuant to section 12.7 or by Customer pursuant to section ***(*), (*), (*) or (*), in addition to all other amounts then due and owing to CSG for Print and Mail Services previously rendered, Customer will pay to CSG (as a liquidated damage and not as a penalty) an amount equal to (i) ********’* ******* ******* ***** ******** **** ****** ****** the *** (*) ****** *********** ********* the *********** **** ********** ** (ii) the *** ** the ************ ***** ******** **** ********* ********** **** provided in Schedule F **** the ********** ***** ********** **** provided in Schedule F ********** ** (iii) the ********* ****** in the **** ** *** *********.  Customer agrees that such amount is a reasonable estimation of the actual damages which CSG would suffer if CSG were to fail to receive the business contemplated in this Agreement.  The Parties agree that, excluding any other undisputed amounts due and owing to CSG at the time of such breach, the liquidated damages for Print and Mail Services set forth in this section 6.4 shall be available to CSG only as set forth expressly in this subsection (b) to section 6.4, and such liquidated damages shall be CSG’s sole and exclusive remedy at law or equity for termination of this Agreement prior to the Term.

6.    Print and Mail Exclusivity.  CSG and Customer agree to amend section 12.3, “Conversion and Exclusivity," of Article 12 by deleting it in its entirety and replacing it with the following:

12.3  Print and Mail Exclusivity.  

(a)  During the Term of this Agreement, the Parties agree that CSG shall be Customer’s sole and exclusive provider of Print and Mail Services for Connected Subscribers.  Further, CSG and

Customer agree CSG shall be Customer’s sole and exclusive provider of Print and Mail Services for any acquired subscribers for which CSG provided print and mail services prior to acquisition which are substantially similar to the Print and Mail Services provided under this Agreement.  If during the Term of this Agreement or any extension thereof, Customer acquires subscribers receiving print and mail services from an entity other than CSG prior to acquisition, Customer agrees such subscribers shall be migrated to CSG’s Print and Mail Services as soon as commercially reasonable after the termination or expiration of the agreement with such entity, but in no event later than ****** (**) **** after such agreement has ********** or *******.  In the event Customer identifies a ********* ***** that exists or arises within the aforementioned ****** (**) **** and which *********** **** ********* to CSG’s Print and Mail Services as provided herein, the Chief Information Officers of each Party or their designees (in the case of Customer the V.P. of Billing and Collections and in the case of CSG the Vice President of the Strategic Business Unit) shall meet within *** (**) ******** **** to provide a mutually agreeable solution and timeframe for such migration, which shall not exceed ****** (**) ******.  The Parties agree the terms of this Section 12.3 Print and Mail Exclusivity shall only be applicable to Affiliates (as defined in Schedule A) that Customer Controls (as defined in Schedule A).  The Parties agree that solely for the purpose of this Section 12.3 Print and Mail Exclusivity and Schedule F under the ******* **********, Print and Mail Services shall include and be limited to the printing and mailing, through the United States Postal Service (“USPS”), of Customer’s monthly billing statements for video, high speed data and residential and commercial voice services.

(b)  In the event of a breach of this section 12.3, Customer agrees to pay, in addition to all other amounts then due and owing to CSG, an amount equal to any ********** ******* that *** ***** **** **** ******** ** ******* under this Agreement had ******** *** ******** or ******** **** ******* **** and Customer shall use its commercially reasonable efforts to cure such violation or breach as soon as is practicable.  In addition, Customer agrees to notify CSG within a commercially reasonable time of Customer’s discovery that it is not in compliance with the terms of this section 12.3 Print and Mail Exclusivity of this Agreement.  Said notice shall include the number of additional subscribers and the date they were acquired by Customer.  Further, the Parties agree that CSG shall not terminate this Agreement for a breach of this section, unless Customer has not made payment in accordance with Article 5, "Payment Terms," of this Agreement.  

7.  Separate Cycle and Flexible Releases.  CSG agrees to provide Customer with a separate cycle and allow Customer to delay releases of CSG Updates subject to certain conditions.  As a result, the Agreement shall be amended by adding the following section 2.11, “Separate Cycle and Flexible Releases,” to Article 2, "Product Licenses":

2.11  ******** ***** and ******** ********.  

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

CSG will provide Customer with a ******** ****** ******* ********* (******) and a ******** ***** *****.  The **** will contain the *** ******* for ********'* ******** ***** **** and the ******** ***** ***** (****** **) will ******* **** f** ******** ****.  Products and Services included in ***** * include and are limited to Communications Control System ("CCS®"), Advanced Customer Service Representative ("ACSR®"), CSG SmartLink® BOS ("SLBOS"), Event Notification Interface ("ENI"), Product Configurator - Billing Configuration Edition ("BCE"), Product Configurator - Enhanced Sales Edition ("ESE"), Product Configurator - Promotions, Product Configurator - Order Presentation Controller ("OPC"), Advanced Convergent Platform ("ACP") Voice, service order distribution interface ("SODI"), ACP Commercial, CSG Vantage®, CSG Care Express®, CSG Workforce Express® ("WFX®"), Mass Change Platform ("MCP") and interfaces from CSG Products and Services.  In order to *****, ********* and ******** ***** *, Customer and CSG shall enter into a Statement of Work outlining necessary *********** **************, *********** **********, required CSG and Customer ****************, ********** ********, and the **** ** ***** ***** * shall be ********* *** *** ** ******** (****** * ****).  ***** * SOW must be completed prior to Customer being able to use ******** ********.  

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

CSG agrees to provide Customer with the ability to ***** *********** of ******** ******** for up to ********** (**) **** ***** CSG’s ********* ******* ********** ***** (“******** ********”).  As a prior condition to ************** of ******** ********, Customer and CSG shall execute a Statement of Work outlining any *********** **************, *********** **********, required CSG and Customer **************** and the date on which ******** ******** will be available for consumption by Customer.

CSG and Customer agree that any ******** ******** shall be in in accordance with and subject to the following conditions:

(a)  Customer shall provide written notice of the desire to exercise its ***** for a ******* ***** **** and align with CSG as to the ******** ****** no **** than ************ (**) **** prior to the ********* ********** ******* ****.  “******** ******” shall mean the timeframe from the ***** ******** of the ******* **** in the *** *********** until ******** ***** *** ******* **** into **********. 

(b)  CSG reserves the right to review and approve support and maintenance system changes for **** ***** to production during the ******** ******.  Depending on the **** ***, CSG may need to apply the *** to the current production version that Customer has *** ** ******* or ********* *** *** to the ***** ******* that Customer is ******* ** **********. In the event CSG **** *** ******* the request to apply the *** to the ******* that ******** is ******* ** **********, CSG and Customer agree to follow the escalation process outlined in Exhibit H, section H.10, “Problem Escalation & Resolution” of the Agreement, to resolve the matter.

(c)  Customer shall implement the ******* ******* of the ********** **** (***** or ***** *******) into the ***** * ********** *********** within ********** (**) **** of the ********* ********** ******* ****.

(d)  ******** ******** shall not be ******* or ********.

(e)  ***** * ********** *********** shall not be more than *** (*) ******* ****** the ******* ********* ******* **** ****.

(f)  ***************** * or ***** ********** ****** will not be addressed during any ******** ****** in the ***** * environment. ********** ****** resolved during any ******** ****** will be applied to the ********* ********** **** **** to be *********** with ***** * ****** ******* into **********.  ***************** * or * ********** ****** found in ***** * during the applicable ******** ****** that ******* **** ******* will be performed on an ***** ** ***** basis for implementation in ***** *.  ******* ******* **** ****** ********** and **** *********** in the ********* ********** **** **** will also be applied to Customer’s ********** ************ prior to ******* and shall also be delivered to ********** **** the ****** ******* has been *********** in ***** *.

(g)  Incident Report (“IR”) support, which shall not include Technical Services ***** or ****** Consulting ***** provided in section 3.2, throughout the ******** ****** will be analyzed and handled by CSG on an individual time and materials basis (for purposes of this section 2.11 “****** Support *****”) for the standard rate of ****** Support ***** provided in Schedule F.  CSG agrees to make available on an ****** basis as **** ** *** ***, *** ******** (*****) ****** Support ***** to be used to support ***** *.  Any unused hours may not be carried over into a subsequent **** nor will Customer be entitled to any credit related to unused ****** Support *****.  CSG will make available to Customer a list of known defects and the associated timeframe for repairing the defect.

(h)  CSG and Customer agree that ******** **** ******** may require additional ****** Support *****.  Customer may request the detail of ****** Support ***** charged to understand the *****

billed to Customer.  CSG and Customer agree, prior to the enablement of ******** ******** and as a prior condition of Customer being able to request the ******** ******, Customer and CSG shall enter into a Statement of Work for the provision and payment of additional ****** Support ***** necessary to support ******** ********.  The Parties agree this is necessary in order for CSG to have appropriately trained staff available and in place to support * ******** ****** at Customer’s request.

(i)  The CSG standard ************** and ********** ******* for **** ******* installs will be performed during the ***** * **************.

(j)  Customer agrees to provide CSG with written notice of any ***************** * issues, defined in the Agreement, applicable to the ***** * ********** ******* prior to ******* in **********.  In the event that Customer and CSG agree that a ***************** * ***** exists prior to ******* in the ***** * ********** ***********, CSG agrees not to ********* the **** into ********** until the ******** * ***** is resolved or reduced to a ******** * or * *****.  In the event that Customer and CSG do not mutually agree as to the ******** ***** or ********** of the *****, CSG and Customer agree to resolve the matter by following the process outlined in Exhibit H, section H.10, “Problem Escalation & Resolution,” of the Agreement. The obligations provided herein shall not be exclusive to any other provisions relating to the Parties for ***************** ****** resolution.

(k)  Shared third party products and vendor services, including but not limited to ****** ***, statements, financial institutions, electronic funds transfer ("EFT"), credit card, regulatory, or United States Postal Services are not eligible to be delayed and will require separate deployment of functionality, as necessary, in conjunction with regularly scheduled releases.

(l)  Customer shall be required to implement the ********* ********** **** **** into CTER (Customer's test environment) within ******** (**) **** of the published production release date.

8.    Sale of Assets.  The Agreement is amended by deleting section 12.7 (a) in its entirety and replacing it with the following:

(a)  In the event that Customer sells, divests or otherwise transfers all or substantially all of its assets, or Charter becomes subject to a change of Control, prior to the expiration of the then current Term to an unrelated third party (a “Successor Entity”), Customer shall use commercially reasonable efforts to assign or transfer this Agreement to the Successor Entity.  In the event that such Successor Entity does not assume this Agreement, regardless of whether by contract or operation of law, either Party may terminate this Agreement, Customer agrees to pay to CSG, (as a liquidated damage and not as a penalty) in addition to any other undisputed amounts due under this Agreement, an amount equal to the product of: (i) the then applicable Basic Services Charge multiplied by (ii) the unfulfilled portion of the Minimum Commitment multiplied by (iii) ***** ******* (**%) (the “Non-Print and Mail Assignment Discontinuance Fee”).  In addition to the Non-Print and Mail Assignment Discontinuance Fee, Customer agrees to pay CSG, (as a liquidated damage and not as a penalty) an amount equal to (i) ********’* ******* ******* ***** ******** **** ****** during the *** (*) ****** *********** ********* the *********** **** ********** ** (ii) the *** of the ************ ***** ******** **** ********* ********** **** provided in Schedule F **** the ********** ***** ********** **** provided in Schedule F multiplied by (iii) the ********* ****** in the **** of the ********* ********** ** (iv) ***** ******* (**%) (the “Print and Mail Assignment Discontinuance Fee”).  Customer agrees that such amounts are a reasonable estimation of the actual damages which CSG would suffer if CSG were to fail to receive the business contemplated in this Agreement as a result of events occurring under this section 12.7.  

9.  Definitions.  The Agreement is amended by deleting the definitions of “Affiliate,” “Conversion Date,” “Minimum Commitment,” and “Subscriber Months” in Schedule A and replacing them with the following:

“Affiliate” means (a) with respect to Customer, Charter Communications, Inc., or any entity that is, directly or indirectly, Controlled by Charter Communications, Inc., or Greatland or (b) with respect to any other entity at any time, another entity, directly or indirectly, through one or more intermediaries, Controlled by, under common Control with or which Controls, such entity.  For purposes of this definition *********** means that entity formed and referred to as ******** in accordance with the *************** ************ Agreement

described in the Form 8-K filed with the Securities and Exchange Commission by Charter Communications, Inc. dated April 25, 2014, also defined in Schedule F as the **** ***********, including all direct and indirect subsidiaries of such entity (also known as ********** ************).  The Parties agree that Charter Communications Holding Company, LLC will remain liable for all obligations, acts or omissions of an Affiliate receiving CSG Products and Services under this Agreement.

“Conversion Date” means the date upon which a conversion of Customer subscribers from another vendor to CSG’s billing platform has been completed.  The Parties shall acknowledge the Conversion Date by written confirmation (e-mail shall suffice).

“Minimum Commitment” means *********** ********** ****** over the period beginning ******* *, ****, through ******** **, ****, as may be adjusted in accordance with the Agreement.

“Subscriber Months” are calculated as of any date by *********** the ****** ** ********* *********** in **** ***** during the period beginning ******* *, ****, through ******** **, ****.  For example, and not by way of limitation, if ******** *** ********* ********* *********** in the ***** ********* *** ********* **** (***** *) and ********* ********* *********** in the next succeeding ***** (***** *), then as of ***** *, Customer has reached ********** ********** ******.

10.  The Agreement is amended by deleting the definition of “Voice Services Fee” or “VSF” and “Initial Termination Date” in Schedule A.

11.  The Agreement is amended by adding a new Product, "CSG Vantage® Updates," to "Product Descriptions" of Schedule B, "Products," as follows:

i.  Schedule B, titled “PRODUCTS” shall be amended to add "CSG Vantage® Update Optional Tables."

ii.  “Product Descriptions" of Schedule B, shall be amended by adding the following:

"CSG Vantage® Update Optional Tables (“Update Tables”) provide Customer nightly updates of the incremental data for records processed by CSG for a given day (the "Record Process Date") for the Update Tables implemented at Customer's request pursuant to one (1) or more Statement(s) of Work.  Each such record will be tagged with an identifier which will be either "Insert," "Change," or "Delete" and will be accessible to Customer for a period of ***** (*) **** from the date processed.  The Update Tables may be queried by Customer to extract records to feed to its data warehouses or to identify Connected Subscriber activity pertaining to the Record Process Date."

12.  The Agreement is amended by deleting Product Configurator - Offer Management Edition ("OME"), from Schedule C, "Services," and Schedule F, "Fees."

13.  The Agreement is amended by adding the following new Services, "CSG Product Configurator - Promotions," and "Financial Forecaster" to Schedule C, "RECURRING SERVICES," as follows:

i.   “RECURRING SERVICES DESCRIPTION," of Schedule C shall be amended to add the following:

ii.   "RECURRING SERVICES DESCRIPTION," of Schedule C shall be amended to add the following:

"Financial Forecaster.  CSG Financial Forecaster is a service by which Customer is able to select from various flexible financial reporting schedule options that can include daily, weekly, and custom recurring schedules.  Based on the selected schedule and frequency, Customer will receive financial

snapshot production reports (“Financial Snapshot Reports”) and files extracted from CSG Vantage® Plus and select CSG Vantage® tables, as documented in CSG’s Financial Forecaster User Guide.  Financial Snapshot Reports cannot be run on Customer’s actual month end date.  While Financial Forecaster relies on Vantage to provide this Service and its functionality, Vantage SLAs do not apply to Financial Forecaster.

Financial Snapshot Reports will be delivered to Customer via a secure file transfer protocol (“FTP”).  CSG will maintain the extracted data for the Financial Snapshot Reports on the secure FTP directory until (i) pick up by Customer or (ii) *********** (**) ***** following CSG's delivery of such extracted data, whichever is earlier.  A backup copy of the extracted data will be maintained by CSG for a period of *** ******* ****** (***) ***** following CSG's delivery of such extracted data.  For the File Restoration Fee set forth below, such data shall be made available for pick up from the Archive FTP Directory by Customer upon Customer's written request (via email is sufficient) to CSG.

14.  CSG and Customer agree that the first or initial implementation of CSG Vantage Update Optional Tables, Promotions and Financial Forecaster will be provided at ** ****** ** ********.  Should Customer request the implementation of CSG Vantage Update Optional Tables, Promotions or Financial Forecaster such implementation shall be subject to the Parties entering into a Statement of Work or Letter of Authorization.  Such implementation shall consist of the standard implementation services consistent with similar projects completed for Update Tables, Promotions and Financial Forecaster. Any additional and/or custom services requested by Customer shall be scoped and priced accordingly on a time and materials basis between CSG and Customer.

15.  The Agreement is amended by deleting the following Attachments and Schedules to Exhibit C-2 for Print and Mail Services for Additional Subscribers:

Attachment A

Schedule A-1 to Attachment A

Schedule A-2 to Attachment A

Schedule A-3 to Attachment A

16.  CSG and Customer agree Schedule F, FEES, the Conversion Bonus and Incentive Bonus sections, shall be deleted in their entirety and replaced with the following:

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

As an ********* to ******* *********** to CSG from a vendor other than CSG and thus make such subscribers Connected Subscribers under this Agreement (for purposes of the ********** ********* ***** and the BSC Rate Table, the “********* ********* ***********”), CSG agrees, unless otherwise provided in Schedule F. "Fees," under the BSC Rate Table, to provide Customer with an ********* ***** equal to $****** per ***** for each ********* ********* ********** (*********** ********* ******).  The ********** ********* ***** shall be payable with respect to **** ********* ********* ********** in each ***** from the ***** in which the applicable ********** **** occurs through ******** **, **** (********** *****) and such payable amount will be applied as an ******* ****** against Customer's fees in the **** ********** *****. Upon the expiration of the ********* ****, the ********** ********* ***** shall cease.  ********** ********* ***** ******* ******* may be ********** as ********** ********** *********** for which the ********** **** occurs in the ****, **** and **** ******** ***** in which the ********** ********* ***** is applicable.  The ********** ********* ***** may only be earned during the ****, **** and **** ******** ***** of the Agreement and will no longer be applicable to ********** *********** that occur after ******** **, ****. The ********** ********* ***** is only applicable to ********* ********* ***********.  For clarification purposes, ********* ********* *********** shall not include acquired subscribers which Customer brings under this Agreement for the provision of Print and Mail Services.  ********** ********* ***** calculation example:

Example 1:  If there were *** ******* (*********) ********* ********* *********** in ****** ****, then *** ***** ******* a ********** ********* ***** ******* ******* ****** of $********** (********* ********* ********* *********** * $******) which will be ******* ** * ******* ******* ****** in the ********* ******* (i.e., the **** ******* ******* in which **** *** ******** as ********* ***********) and ********** **** ***** at the **** ****** through the ********* ****.

Example 2: If there were an ********** **** ******* ******** (*******) ********* ********* *********** in ********* ****, then *** ***** ******* an ********** ********** ********* ***** ******* ******* ****** of $********* (******* * $******) which will be ******* ** * ******* ******* ****** in the ******* ******* and ********** **** ***** at the **** ****** through the ********* ****, resulting in an ********* ********** ********* ***** ******* ******* ****** of $**********.

Notwithstanding the foregoing, CSG shall have the right to ****** the ********** ********* ***** by the ****** of any ****** ********* that may be accumulated during the ********* ****** as defined in Schedule F, Fees under the BSC Rate Table, which may result in ** ********** ********* ***** ***** ******* as an ******* ****** during the ********* ******.  CSG shall also have the right to ****** the ********** ********* ***** ********* ******* ******* ****** ************* over the ********* ********* **** in the event that ******** ******* any ********* ***********.  Such ********* to the ********** ********* ***** ********* ******* ******* ****** will be calculated by *********** the ****** ****** of ******** ********* *********** at the **** ** *********** by $****** and ******** the ********* ******* ******* ****** ********** with the ********** ********* ***** by such amount through the expiration of the ********* ****.

In the event this Agreement is terminated, except for the limited scenario in which CSG terminates this Agreement without cause prior to the expiration of the ********* ****, Customer shall ******* ** ******** to a ****** *** any ******* ******* of the ********** ********* ***** because it shall *** **** *** the ********** of this Agreement necessary to **** *** ********** ********* *****.  If CSG does terminate this Agreement without cause prior to expiration of the ********* ****, then, in addition to any other rights and remedies Customer may have for such termination, Customer shall be entitled to an ******* ****** as ********** by the following: the ****** ** ********* ********* *********** at the **** ** *********** ********** ** $****** ********** ** the ****** ** ****** ********* ** *** ********* ****, subject to any limitations and ********** as described above if ********* *********** are **** **** ***** ********* ********** levels corresponding with resulting levels at each ********** **** at the time of termination.

CSG and Customer agree, as of the Effective Date of the Fifty-ninth Amendment, Customer shall no longer be provided an ********* ***** for any conversion which occurred prior to ******* *, ****.

17.  CSG and Customer agree the Minimum Commitment and Interim Determination sections within Schedule F, FEES CSG SERVICES, Section I., “Processing,” Subsection a) “Non-Rated Video, Non-Rated High Speed Data, and Telephony” shall be deleted in their entirety and replaced with the following:

Minimum Commitment.  Subject to the Acquisition and Divestiture Exceptions described below, Customer has agreed to ******* * ******* ****** of *********** ********** ****** for the period of ******* *, ****, through ******** **, ****.  If Customer fails to achieve the Minimum Commitment by ******** **, ****, Customer shall pay CSG an amount equal to (i) the then ******* **** ** *** **** ********** by (ii) the *********** ******* ** t** ******* ********** (“Minimum Commitment True-up”).  Such Minimum Commitment True-up shall be invoiced no later than ******* **, ****, and paid in accordance with section 5.2, "Invoices and Payment," of the Agreement and shall be in addition to any other amounts due pursuant to the terms and conditions  of the Agreement.

Customer and CSG agree the Minimum Commitment shall be subject to adjustment for *********** and *********** activity that may occur subsequent to the **** ***********.  The Minimum Commitment shall be ********* in the case of an *********** ** *********** for whom CSG is *********

******** and ********, excluding ***** *** **** ********, under ******* ********* that are ************* ******* to the ***** *** **** ******** defined in Section **** (*) and such subscribers are ******* ***** **** ********* as ********* ***********.  The amount of the ******** to the ******* ********** will be determined by *********** the ****** ** ******** *********** at the time they are ******* ***** **** ********* as ********* *********** ***** the ****** of ***** ****** ********* ** ******** **, ****, and ****** the ****** ** *** ******* ******* **********.  The Minimum Commitment shall be ******* in the case of a *********** of ********* ***********. The amount of the ********* to the Minimum Commitment will be determined by *********** the ****** of ********* *********** at the time that such are ** ****** ********* *********** under **** ********* ***** the ****** of ***** ****** ********* ** ******** **, ****, and *********** the ****** **** *** ******* ******* **********.  

18.  CSG and Customer agree that Schedule F, "Fees," of the Agreement shall be amended as follows:

A.   The following paragraphs to Schedule F related to Basic Services Charge ("BSC") and Voice Services Fee ("VSF") after the paragraphs entitled "Fees, Quotes, SOW, and Other Conditions":

· CSG and Customer agree to eliminate the *** resulting in a ******** **** per ********* ********** for Non-Rated Video, Non-Rated High Speed Data and Telephony.  Such ******** **** shall continue to be referred to as the ***** ******** ****** (*****).  As a point of clarification, in the event that a Connected Subscriber is utilizing several services (e.g., Non-Rated Video, Non-Rated High-Speed Data and Residential Voice Services) on a single subscriber account on the last processing day of a processing month, such Connected Subscriber shall be counted as *** (*) ********* **********.  However, in the event that a Connected Subscriber is utilizing several services (e.g., Non-Rated Video, Non-Rated High-Speed Data and Residential Voice Services services) on ***** (*) ******** ********** ******** on the last processing day of a processing month, such Subscriber shall be counted as ***** (*) ********* ***********.

Any previous references to Voice Services ("VSF") throughout the Agreement shall be replaced with Basic Services Charge ("BSC") as of the Effective Date of the Fifty-ninth Amendment.

B.  The following services identified by item 23 below shall be unbundled from the BSC for Non-Rated Video and Non-Rated High-Speed Data and Residential Voice Services and as a result shall no longer be included in the Monthly BSC, shall  be invoiced separately for the fees set forth in Schedule F of the Agreement as amended and shall be deleted from the list of included items:

23.  AESP Statement Processing (First Physical Page (Duplex) Black Print Only.  Includes Generic Statement Paper, Generic Carrier Envelope, Generic Remittance Envelope, Insertion of the Statement and Remittance Envelope, and Mail Handling) (refer to Section III.A under CSG SERVICES for items that are billed separately and excluded from the BSC)

C.   Schedule F, FEES, CSG SERVICES, Section I entitled “Processing,” subsection a.i entitled “Basic Services Charge,” tiered pricing and associated notes shall be deleted and replaced with the following tiered pricing table and associated notes:

i)   Basic Services Charge (“BSC”) for Non-Rated Video and Non-Rated High-Speed Data and Residential Voice Services (per Connected Subscriber) (Note 1).  Customer shall pay CSG the BSC ******* calculated pursuant to the row in the table immediately below, which corresponds to the total number of Connected Subscribers in such month.

BSC Rate Table

Note 1: The BSC Tiers, as set forth in the table above, are intended to be cumulative and not incremental.  For example, if Customer has ********* ********* *********** in the current billing *****, the BSC on all *** ******* (*********) ********* *********** will be $****** per ********* **********.  As a point of clarification, in the event that a Connected Subscriber is utilizing several services (e.g., Non-Rated Video, Non-Rated High-Speed Data and Residential Voice Services) on a single subscriber account on the last processing day of a processing *****, such Subscriber shall be counted as *** (*) ********* **********.  However, in the event that a Connected Subscriber is utilizing several services (e.g., Non-Rated Video, Non-Rated High-Speed Data and Residential Voice Services services) on ***** (*) ******** ********** ******** on the last processing day of a processing *****, such Connected Subscriber shall be counted as ***** (*) ********* ***********.

Notwithstanding the foregoing BSC Rate Table above,  CSG agrees that in the event Connected Subscriber volumes fall below the level measured as of the Effective Date of the Fifty-ninth Amendment (“Subscriber Volume Benchmark”), and such Connected Subscriber volume decreases are directly attributable to the **** ***********, CSG will provide an ********* in the *********** of the ********* ********** ****** tier rates identified in the BSC Rate Table above during a ************* ********* ******.  “**** ***********” shall mean closure of the transaction made public on ***** **, ****, between ******* *********** and ******* ************** which results in ******** ********* and ********* *********** upon its close which is expected to be in ****.  For purposes of the BSC, ********* ****** shall mean the period beginning with the ***** that ********’* ***** ********* ********** ****** ***** ***** the ********** ****** ********* as a result of the **** *********** and ****** with the ********** (****) ***** thereafter.  In the event that the transition of billing services related to the **** *********** is ******** by the parties involved, Customer may ****** the ********* ****** for a corresponding period not to exceed up to *** (*) ****** by providing written notice to CSG, but in no case shall the ********* ****** be more than *********** (**) ****** from the period beginning with the month that Customer’s ***** ********* ********** ****** ***** ***** the ********** ****** ********* as a result of the **** ***********.  

During the ********* ******, Customer’s ********* ********** ****** is expected to be ******* as a result of the **** ***********.  In the event that Customer’s ********* ********** ****** is *******, Customer will nonetheless be ******** the *** **** ************ with the ********** ****** ********* as long as such ********* ********** ****** stays ***** **** ******* **** ******* ******** (*********) ********* ***********. If at any time during the ********* ******, Customer’s ********* ********** ****** ***** ***** **** ******* **** ******* ******** (*********), the BSC rate corresponding to the ***** ****** ** ********* *********** for that ********** ******* ****** will be ******** ******** to the ********* ********** ****** ***** as provided in the BSC Rate Table.  Customer will continue to pay the corresponding rate for ********** ****** in which ********* ********** ******* are ***** **** ******* **** ******* ******** (*********) and will pay the applicable rate for the ********** ****** ********* if Customer’s ********* ********** ****** ********* ***** *********, but not ***** the ********** ****** *********.  Conversely, if Customer’s ********* ********** ****** ********* ***** the ********** ****** *********, Customer will be invoiced at the ************* **** as provided in the BSC Rate Table for that respective billing period and for any ****** *****(s) that the ********* *********** ****** the tier ********** by the ********** ****** *********.

During the ********* ******, if applicable, and in the event that Customer’s ****** ********* ********** ****** ***** ***** the ********** ****** ********* and Customer is *********** being ******** the BSC rate ************ with the ********** ******

*********, CSG will ***** *** ********** or ********* *** from Customer on a ********** ***** (******* **********).

Example: Customer’s Connected Subscriber volume is **** ******* ***** ******* ******** (*********) in the ***** ***** of the ********* ******; the BSC rate from the BSC Rate Table for this ********* ********** ****** is $******.  Customer’s ********** ****** ********* was determined to be *** ******* **** ******* ******** (*********); the BSC rate from the BSC Rate Table for this ********* ********** ****** is $******.  In this example, Customer would be invoiced $************ (********* ********* *********** * $******) for the BSC.  The ****** ********* for this ***** would be $********** (********* ********* *********** * ($*******$******)).  This process and calculation of the ****** ********* would continue and would accumulate on a ********** basis during the ********* ******.

It has been contemplated by the Parties that there may be ********* ********* *********** during the ********* ****** for which a ********** ********* ***** would apply.  CSG shall have the right to apply any ********** ********* ***** against the balance of the ****** ********* during the ********* ****** prior to any ********** ********* ***** ******* ******* being applied to Customer’s *******.  In the event that the ****** ********* has a balance at the end of the ********* ******, Customer agrees to *** *** for **** ******* in accordance with section 5.2, "Invoices and Payment" upon presentation by CSG of an invoice in such amount.  Notwithstanding the foregoing, CSG agrees to work in good faith with Customer to determine an alternate ****** ********* ************* **** if requested by Customer at the end of the ********* ******; however, any alternate reimbursement plan shall be at CSG’s sole discretion.

D.  As a result of CSG and Customer amending the Agreement to add Product Configurator- Promotions, Financial Forecaster, Vantage Updates Optional Table, Separate Cycle, Flexible Release, Schedule F, FEES, CSG SERVICES, Section I.a, shall be amended to add the following new Products and Services, to the section identifying inclusions in the BSC:

E.  Schedule F, FEES, CSG SERVICES, Section I.a, shall be amended to add the following items to the section identifying inclusions in the BSC and, as a result, these items and identified fees shall be included in the *** and shall ** ****** ** ******** ********** to Customer:

F.  As a result of the elimination of the VSF incremental fee and its application to the BSC, subsection a.ii entitled “Voice Services Fees (“VSF”) (incremental to the BSC)” under Schedule F, FEES, CSG SERVICES, Section I entitled “Processing,” shall be deleted in its entirety and replaced with the following:

ii.   Intentionally Left Blank

G.  Schedule F, FEES, CSG SERVICES, Section III. Payment Procurement, Direct Solutions (Print and Mail), Subsection 2) Statement Processing, shall be deleted in its entirety and replaced with the following:

Note 6:  Additional Logical Page – Ad Page/Coupon is only available for customers using AESP or Enhanced Past Due Notices.  An ad page/coupon page means targeted messages, coupons or advertisements using text, graphics and coupon 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.  This page may be duplexed, but only text may be printed on the back side.  Setup and changes to this page are billed at the Development and Programming rate, as set forth in the table above.  If the ad page/coupon page is printed on an additional physical page, Customer shall be charged the Additional Physical Page rate, and the applicable Paper rate, as set forth in the table above, in addition to the Additional Logical Page-Ad/Coupon rate.

H.  Schedule F, FEES, CSG SERVICES, Section III. Payment Procurement, Direct Solutions (Print and Mail) Subsection 6) Inserts, subsection b) Processing (******* of * inserts per *********), shall be deleted in its entirety and replaced with the following:

I.   Schedule F, FEES, CSG SERVICES, Section III. Payment Procurement, Direct Solutions (Print and Mail) Subsection 8) Custom Paper and Custom Envelopes (Statements, Customer Letters and Past Due Notices (Note 9) shall be deleted in its entirety and replaced with the following: