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 10.24AU

NINETY-SECOND AMENDMENT

TO THE

CSG MASTER SUBSCRIBER MANAGEMENT SYSTEM AGREEMENT

BETWEEN

CSG SYSTEMS, INC.

AND

TIME WARNER CABLE INC.

This Ninety-second 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 (CSG document no. 1926320), 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 as follows as of the date last signed below (the "Effective Date"):

Note 1: CSG Data Publisher Subscription Fees  will include the infrastructure build out, implementation, and delivery of CSG Data Publisher to Customer, pursuant to that certain Statement of Work (CSG document no. 4100611) to be executed by the parties.

Note 2: The CSG Data Publisher Fees are based on TWC’s ********* *********** (including ******* ******) processing on ACP as of the Effective Date of the Ninety-second Amendment of the Agreement (CSG document no. 2506349).  The Parties agree to execute a separate Statement of Work and/or amendment, as applicable, for implementation of CSG Data Publisher to Non-ACP Subscribers that will include additional fees for such implementation.

Note 3: Maintenance Fees specified above will include up to ****** (**) ***** per ***** of additional support for activities outside of administration, issue resolution and general maintenance of CSG Data Publisher; any additional support in excess

of such ****** (**) ***** per ***** must be set forth in a separate Statement of Work and shall be provided at TWC's then-current Technical Services rate. 

Note 4: In the event, TWC requests additional CSG Data Publisher Objects, such requests will be set forth in a separate Statement of Work and/or amendment, as applicable.

Note 5: The Maintenance Fees shall be subject to annual increase pursuant to Section 5.4 of the Agreement.

Note 6: CSG shall invoice TWC for the CSG Data Publisher Subscription Fees upon execution by the parties of the Ninety-second Amendment of the Agreement (CSG document no. 2506349).

IN WITNESS WHEREOF the parties hereto have caused this Amendment to be executed by their duly authorized representatives as of the Effective Date.

Exhibit C-12

Service Description

CSG will publish and apply CSG Vantage® and CSG Vantage® NRT updates to a TWC hosted relational data store (the "TWC Data Store") which will provide TWC with the ability to update the TWC Data Store, based on the CSG Vantage® and the CSG Vantage® NRT objects (the “CSG Data Publisher Objects”) identified in Attachment 1 to this Exhibit C-12, attached hereto and incorporated herein by reference.

CSG and Customer agree that the TWC Data Store will operate on a database version that is compatible with CSG data attributes.  The CSG database, as initially deployed, will be minimally on Oracle version 11.2 or higher. TWC will notify CSG not less than ****** (**) **** in advance of any changes to the location of the TWC Data Store, the relational database management software, or the operating system of the supported environment.

CSG will provide scheduled releases with enhancements to update the CSG Data Publisher Objects identified in Attachment 1.  CSG will make such enhancements available at no additional cost to TWC. TWC will be responsible for modifying the CSG Data Publisher table structures to support the new, changed, or deleted fields that are impacted by the scheduled releases.

Any such enhancements resulting in changes to the frequency of the CSG Data Publisher feeds (e.g., from batch to real time feeds) will be addressed through a subsequent Statement of Work and/or amendment.

CSG shall provide support for CSG Data Publisher and problems shall be reported and resolved in accordance with Priority Level 3 as set forth in Section II of Schedule H of the Agreement.  CSG's support obligations shall continue through the earlier of (a) termination or expiration of the Agreement (and any Termination Assistance Period, as defined in the Agreement) or (b) such time as TWC ceases its use of Data Publisher services.

Schedule L, Disaster Recovery Plan, of the Agreement is amended to add CSG Data Publisher under the **** *** classification.

b)TWC will:

Attachment 1

to

Exhibit C-12

CSG Data Publisher Objects

Notes: