EXHIBIT
10.24B
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 (***).
SECOND AMENDMENT
TO
THE
PROCESSING AND PRODUCTION
SERVICES AGREEMENT
BETWEEN
CSG SYSTEMS, INC.
AND
TIME WARNER CABLE
INC.
This Second Amendment (the
“Amendment”) is made by and between CSG Systems,
Inc. , a Delaware corporation, as successor-in-interest to
ComTec Incorporated (“CSG”) and Time Warner Cable
Inc. , (“TWC”). CSG and TWC entered into a certain
Processing and Production Services Agreement executed on
June 18, 2003, as subsequently amended by the First Amendment
to the Processing and Production Services Agreement Between ComTec
Incorporated and Time Warner Cable, Inc. dated June 14, 2004
(“First Amendment”) and the Letter Agreement dated
June 29, 2006, (collectively, the “Agreement”),
and now desire to 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:
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1.
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All
references to “ComTec” and “ComTec
Incorporated” shall be amended to “CSG” and
“CSG Systems, Inc.” respectively and shall mean CSG
Systems, Inc., as successor-in-interest to ComTec Incorporated,
collectively for itself and its affiliates and
subsidiaries.
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2.
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PDF
Presentment Services . The description of the PDF Presentment
Services added to Exhibit B in the First Amendment is
amended and restated to read in its entirety as
follows:
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At each
Client’s option, presentment of PDF images of its
Subscribers’ hard copy bill statements (front and back for
then-current month and prior six (6) months) via such
Client’s Electronic Billing vendor and/or CheckFree or any
third party in CheckFree’s network (“PDF Presentment
Services”) and support and maintenance services for the
interface between CSG and such Client’s Electronic Billing
vendor (“PayXpress Interface”) and between CSG and
CheckFree (“CheckFree Interface”) to enable retrieval
by Subscribers of such PDF images. Such Client may elect to receive
the PDF Presentment Services with respect to either the PayXpress
Interface or the CheckFree Interface or both.
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Confidential Treatment Requested
and the Redacted Material has been separately
filed with the
Commission.
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3.
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PDF
Presentment Services . The pricing for the PDF Presentment Services
added to Exhibit C in the First Amendment is amended and
restated to read in its entirety as follows:
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a.
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Installation
(one-time fee per Client)
Covers implementation of both the PayXpress Interface and the
CheckFree Interface where both interfaces are implemented
contemporaneously. Client will pay an additional $*,***.**
Installation fee for the second interface installation where such
Client’s implementation of the PayXpress and CheckFree
Interfaces are done on substantially different project
schedules.
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$
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*,***.**
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b.
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Programming
of additional un-specified work (per hour)
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$
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***.**
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c.
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Conversion
of historical statement images from a third party print/mail vendor
(per Subscriber account (to convert six (6) months maximum for such
Subscriber account). Only one conversion fee is payable whether the
PDF Presentment Services are provided only with respect to the
PayXpress Interface or only with respect to the CheckFree Interface
or both such interfaces.
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$
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*.****
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d.
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Monthly PDF
Services Fee (per Subscriber account)
Fee also includes five (5) months of historical bill statement PDF
images per Subscriber account at ** ********** ******. For any
Client providing Subscribers with access to bill statement PDF
images through both the PayXpress Interface and the CheckFree
Interface, the Monthly PDF Services Fee shall be charged for each
of the PayXpress Interface and the CheckFree
Interface.
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$
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*.****
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4.
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Support
and Maintenance Services and PDF Presentment Services Service Level
Agreement . The
terms and conditions added to Section 4 of the Agreement in
the First Amendment are hereby amended and restated to read in
their entirety as follows:
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#2295404
*.**
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CONFIDENTIAL AND PROPRIETARY
INFORMATION - FOR USE BY AUTHORIZED EMPLOYEES OF THE PARTIES HERETO
ONLY AND IS NOT FOR GENERAL DISTRIBUTION WITHIN OR OUTSIDE THEIR
RESPECTIVE COMPANIES