Forty-Eighth Amendment to Consolidated CSG Master Subscriber Management System Agreement between CSG Systems, Inc. and Charter Communications Operating, LLC

Exhibit 10.26AP

THIS DOCUMENT CONTAINS INFORMATION WHICH HAS BEEN EXCLUDED FROM THE EXHIBIT BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) WOULD BE COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED.  SUCH EXCLUDED INFORMATION IS IDENTIFIED BY BRACKETS AND MARKED WITH (***).

FORTY-EIGHTH AMENDMENT

TO

CONSOLIDATED

CSG MASTER SUBSCRIBER MANAGEMENT SYSTEM AGREEMENT

BETWEEN

CSG SYSTEMS, INC.

AND

CHARTER COMMUNICATIONS OPERATING, LLC

SCHEDULE AMENDMENT

This Forty-eighth Amendment (the “Amendment”) is made by and between CSG Systems, Inc., a Delaware corporation (“CSG”), and Charter Communications Operating, LLC, a Delaware limited liability company (“Customer”).  CSG and Customer entered into that certain Consolidated CSG Master Subscriber Management System Agreement effective as of August 1, 2017 (CSG document no. 4114281), 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. The effective date of this Amendment is the date last signed below (the “Amendment Effective Date”).

WHEREAS, CSG currently provides Lockbox Processing Reconciliation Services to Customer pursuant to Exhibit C-3(h), “Lockbox Processing Reconciliation” to Exhibit C-3, “Financial Services,” to Schedule C, “Recurring Services” to the Agreement; and

WHEREAS, Customer desires and CSG agrees to provide Lockbox Processing Reconciliation Services utilizing a separate processing model for one (1) named Customer-selected third party vendor; and

Whereas, CSG and Customer desire to amend the Agreement to provide the Lockbox Processing Reconciliation Services to the named Customer-selected third party vendor.  

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 Customer agree to amend the Agreement as follows:

[Signature Page Follows]

Exhibit 10.26AP

THIS AMENDMENT is executed on the days and year last signed below to be effective as of the Amendment Effective Date (defined above).

Exhibit 10.26AP

ATTACHMENT 1

Exhibit C-3(h)

[******] Lockbox Processing Reconciliation Services

1.[******] Lockbox Processing Reconciliation and Authorization.   CSG shall provide Customer with reconciliation services to settle Customer’s Connected Subscribers’ accounts following receipt by Customer of payments from Connected Subscribers via a lockbox, as more particularly described in Schedule A to this Exhibit C-3(h).  Customer authorizes CSG to provide [******] necessary Customer Confidential Information as CSG and Customer deem appropriate to provide the Services identified herein.

2.Requirements. CSG shall provide and Customer shall consume the [******] Lockbox Processing Reconciliation Services pursuant to Schedule A.

3.Termination of [******] Lockbox Processing Reconciliation Services.  Customer shall have the right, in its sole discretion and at any time, to terminate or discontinue use of the [******] Lockbox Processing Reconciliation Services by providing written notice to CSG not less than [****** (**) ****] prior to such termination or discontinuance (email is sufficient).  Upon receipt of such notice, CSG shall immediately cease its provision of the [******] Lockbox Processing Reconciliation Services to Customer pursuant to such written notice.

4.[******] Lockbox Reconciliation Requirements and Instructions.  Customer shall be responsible for providing [******] with requirements and instructions (“[******] Lockbox Reconciliation Requirements and Instructions”) for provision of the [******] Lockbox Processing Reconciliation Services pursuant to Schedule A.  Non-compliance by [******] with these requirements and instructions may degrade the Services.

5.Payment Data Delivery.  Customer acknowledges and agrees that to the extent [******] is provided incomplete, inaccurate or untimely payment data by Customer or if [******] provides any such incomplete, inaccurate or untimely payment data or provides incorrectly formatted payment data, there may be an impact or delay to CSG’s ability to provide Customer with the [******] Lockbox Processing Reconciliation Services.

6.Payment Data Format and File Naming Compliance.  The parties agree to work together to ensure [******] provides the payment data to CSG in the previously agreed format and utilizing the naming conventions specified in Schedule A and Customer acknowledges that any deviation from such agreed format or naming conventions will result in impacts and/or delays to (i) processing of Customer’s lockbox file, (ii) posting of payments to Customer’s Connected Subscribers’ accounts and (iii) payment reporting by CSG to Customer.

7.Changes to Requirements and Instructions.  The parties agree if there are changes to the [******] Lockbox Reconciliation Requirements and Instructions, such changes will be agreed in writing by the parties (email is sufficient with Vice President or above approval from each party) and Customer shall be responsible for providing such changes to the [******] Lockbox Reconciliation Requirements and Instructions to [******] in a timely manner.  

8.Non-Exclusive Relationship.  The parties agree that this does not create an exclusive relationship and CSG will continue to have the ability to provide the Lockbox Processing Reconciliation Services using [******] as a processor for other CSG customers and Customer shall continue to have the ability to provide the Lockbox Processing Reconciliation Services from CSG using processors other than [******].

Exhibit 10.26AP

SCHEDULE A

to

Exhibit C-3(h)

[******] Lockbox Reconciliation Requirements and Instructions

1.[****** Lockbox Reconciliation Requirements and Instructions in this Schedule A will be provided by Customer to ******]:

Exhibit 10.26AP

Exhibit 1

to

Schedule A

[******* **** ******]

Exhibit 10.26AP

Exhibit 10.26AP

Exhibit

Exhibit 10.26AP

2

to

Schedule A

[**** ****** ***********

{******}*{*******}*{******}*{***}*{****** *******}********

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

    ******* * ******* *** **** ****

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

    *** * **** ******

    ****** ******* * **** **** *** *** ****** (** ****** *******)]

Exhibit 10.26AP

Exhibit 3

to

Schedule A

Lockbox Confirmation Email

Pursuant to the [******] Lockbox Reconciliation Requirements and Instructions, CSG will provide file confirmation emails to [******]:

Each Confirmation Email will have a confirmation document attached in Notepad format.

IF YOU HAVE  QUESTIONS REGARDING THE CONTENTS OF THIS EMAIL,  CONTACT CSG'S INTERNATIONAL SERVICE DESK ("ISD") AT [**************; REFERENCE JOB ******].

Note: [****** has been assigned a unique **** ***] name that will be provided in the confirmation email.