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 (***).

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 10.24AP

NINETY-FIFTH AMENDMENT

OF THE

CSG MASTER SUBSCRIBER MANAGEMENT SYSTEM AGREEMENT

BETWEEN

CSG SYSTEMS, INC.

AND

TIME WARNER CABLE INC.

This Ninety-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, 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 (as defined below):

CSG shall perform the design and development services for the user interface and implementation of the E911 Enhancement pursuant to that certain Statement of Work between CSG and TWC (CSG document no. 4101309) (the "SOW").  In addition, following implementation of the E911 Enhancement and commencing immediately following Acceptance (as defined in the SOW) of such E911 Enhancement by TWC, CSG shall host and provide Support Services for the E911 Enhancement.  In addition, CSG shall provide up to ****** (**) ***** of support per ***** (the "Support Hours") for the E911 Enhancement (the "E911 Enhancement Support Services") for the ******** Recurring Support Fee specified in Section 2 below, as follows:

Exhibit 10.24AP

Note 1: Design, development, and implementation of the E911 Enhancement as set forth in that certain Statement of Work (CSG document no. 4101309) by and between TWC and CSG (the “SOW”).

Note 2: Notwithstanding anything in the Agreement to the contrary, the Annually Recurring Support Fee is subject to increase pursuant to Section 5.4 of the Agreement commencing in ****.

Note 3: CSG shall provide Support Services for the E911 Enhancement; problems shall be reported and resolved, in accordance with the priority levels set forth in Section II. of Schedule H of the Agreement.  Support Services shall commence after ********** (as defined in the SOW) by TWC of the E911 Enhancement.  Support Services shall include up to ****** (**) ***** ******* for E911 Enhancement Support Services; any unused Support Hours in any ***** shall accumulate during the ****-******* ******** ******* and may be used by TWC for E911 Enhancement Support Services during such ******** *******; any Support Hours not used within the respective ******** ******* will *** ** ******* **** ** *** ********** ******; any E911 Enhancement Support Services requested by TWC which CSG anticipates will be too substantial to be performed within TWC’s accrued Support Hours, will be submitted to TWC in the form of a quote with estimated hours and fees (at TWC's ****-******* ********* ******** ***), and such work shall be subject to a separate mutually agreed upon Statement of Work.  For avoidance of doubt, any E911 Enhancement Support Services exceeding TWC’s ******* Support Hours and/or accrued Support Hours during the then-current ******** ******* may be billed to TWC only if such additional hours are documented in a mutually agreed Statement of Work.  CSG shall notify TWC when ****** (**%) of the Support Hours for the E911 Enhancement Support Services have been exhausted in any given *****.

Note 4: CSG will host the E911 Enhancement on the CSG hardware used for the OAAT services and hosting described in that certain Fifty-seventh Amendment executed by the parties, effective as of December 21, 2011 (CSG document no. 2309497) (the "OAAT Amendment"), at ** ********** ******* ****; provided, however, that in the event, TWC discontinues use of such OAAT services and hosting, CSG’s hosting of the E911 Enhancement hereunder shall be subject to the parties mutually agreeing in writing to reasonable hosting fees for such hosting services.  In the event CSG and TWC are unable to mutually agree on hosting fees within ****** (**) **** of TWC’s discontinuance of the OAAT services and hosting, CSG may discontinue the hosting and availability of the E911 Enhancement upon ****** (**) days' prior written notice to TWC.

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

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