EXHIBIT 2.19J
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 (***).
THIRTY-SIXTH AMENDMENT
TO
RESTATED AND AMENDED CSG MASTER
SUBSCRIBER MANAGEMENT SYSTEM AGREEMENT
BETWEEN
CSG SYSTEMS, INC.
AND
TCI Cable Management Corporation
This Thirty-Sixth Amendment (the "Amendment") is executed this 26th day of
August, 1999, and is made by and between CSG Systems, Inc., a Delaware
corporation ("CSG") and TCI Cable Management Corporation ("Customer"). CSG and
Customer entered into a certain Restated and Amended CSG Master Subscriber
Management System Agreement dated August 10, 1997, which has subsequently been
amended pursuant to separately executed amendments (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 Customer agree as follows:
1. Customer desires to obtain from CSG, and CSG is willing to grant to
Customer, the right to use CSG Statement Express on an additional
(***********************) ((***)) workstations. Therefore, upon the
execution of this Amendment and subject to the terms of the Agreement,
including, but not limited to, the fees set forth in Schedule D, Customer
shall be entitled to use CSG Statement Express on a total of
(*****************************************) ((***)) workstations.
2. The following shall apply with respect to the (***********************)
((***)) workstations of Statement Express, as granted under this
Amendment:
a. The perpetual license fee (**********************).
b. (***************) the annual software maintenance fee
(*************************). Annual software maintenance
(**********************************************), at the rate
of $(***) per workstation.
c. The fees for implementation services and statement archival
are set forth in Schedule D (as amended by the Thirty-Fourth
Amendment).
3. As a point of clarification, the statement archival fee, as set forth in
the Thirty-Fourth Amendment:
a. shall also apply to Customer's Pilot System Site located at
Livermore, CA.
b. represents a fee that is incremental to the fee set forth in
Section 6, Item I.D. of Schedule D (as amended by the Twenty-
Seventh Amendment), in the event that Customer also desires to
receive CD-ROM Archival.
c. includes six (6) months of online statement image storage.
THIS AMENDMENT is executed on the day and year first shown above.
CSG SYSTEMS, INC. ("CSG") TCI CABLE MANAGEMENT CORPORATION
("Customer")
By: /s/ Xxxxxx X. Xxxxx By: /s/ Xxx Xxxxxxxxxx
---------------------- ------------------------------------------
Name: Xxxxxx X. Xxxxx Name: Xxx Xxxxxxxxxx
---------------------- ------------------------------------------
Title: V.P. & General Counsel Title: EVP of Fulfillment Services and Operations
---------------------- ------------------------------------------
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EXHIBIT 2.19J
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 (***).
THIRTY-EIGHTH AMENDMENT
TO RESTATED AND AMENDED CSG MASTER
SUBSCRIBER MANAGEMENT SYSTEM AGREEMENT
BETWEEN
CSG SYSTEMS, INC. AND
TCI Cable Management Corporation
This Thirty-Eighth Amendment (the "Amendment") is executed this 30th day of
September, 1999, and is made by and between CSG Systems, Inc., a Delaware
corporation ("CSG") and TCI Cable Management Corporation ("Customer"). CSG and
Customer entered into a certain Restated and Amended CSG Master Subscriber
Management System Agreement dated August 10, 1997, which has subsequently been
amended pursuant to separately executed amendments (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 Customer agree as follows:
1. Customer is hereby licensed to use (*************************) ((***))
additional workstations of ACSR pursuant to the terms and conditions of the
Agreement (as amended), including, but not limited to, the fees set forth
below:
ACSR
-----
Perpetual license for (***) workstations $(***)
Price excludes third party software, hardware, implementation,
installation and customization.
Annual maintenance for (***) workstations:
. Initial maintenance period from the date of
execution of this Amendment through December 31, 2000 $(***)
. Annual maintenance for each subsequent calendar
year beginning January 1, 2001 $(***)
Implementation includes the implementation services set forth in
Exhibit C-3 of the Agreement. The fees for installation services
are set forth in Schedule D of the Agreement.
2. Customer is hereby licensed to use (*************************) ((***))
additional workstations of Customer Interaction Tracking (CIT) with CBT
pursuant to the terms and conditions of the Agreement (as amended),
including, but not limited to, the fees set forth below:
CIT with CBT
-------------
Perpetual license for (***) workstations $(***)
Price includes third party software but excludes hardware,
implementation, installation and customization.
Annual maintenance for (***) workstations:
. Initial maintenance period from the date of
execution of this Amendment through December 31, 2000 $(***)
. Annual maintenance for each subsequent calendar
year beginning January 1, 2001 $(***)
Note: Includes third party software maintenance
Implementation services will be outlined in a Statement of Work
mutually agreed upon and executed by CSG and Customer.
Reimbursable Expenses are additional.
3. Customer is hereby licensed to use (**************************) ((***))
additional workstations of Screen Express pursuant to the terms and
conditions of the Agreement (as amended), including, but not limited to, the
fees set forth below:
Screen Express
---------------
Perpetual license for (***) workstations $(***)
Price excludes third party software, hardware, implementation,
installation and customization.
Annual maintenance for (***) workstations:
. Initial maintenance period from the date of
execution of this Amendment through December 31, 2000 $(***)
. Annual maintenance for each subsequent calendar
year beginning January 1, 2001 $(***)
Implementation - per Screen Express Server $(***)
Implementation includes the services outlined in paragraph 3
of the Twenty Fifth Amendment to the Agreement. Reimbursable
Expenses are additional.
4. Customer is hereby licensed to use the ACSR module of High Speed Data (HSD)
on (*************************) ((***)) workstations. Therefore, Schedule C
shall be amended to include the ACSR module of HSD which, through the
graphical user interface, allows Customer to access subscriber information
on CCS as it relates to Customer's offering of high speed data services. All
references to the "CCS Products" in the Agreement shall include the ACSR
module of HSD.
ACSR module of HSD
-------------------
Perpetual license for (***) workstations $(***)
Price excludes third party software, hardware, implementation,
installation and customization
2
* If, between the date of execution of this Amendment and December 31,
2001, Customer desires to receive additional licenses of the ACSR
module of HSD, CSG and Customer shall execute separate amendments to
the Agreement, in which case such licenses shall be provided for fees
which shall not exceed $(***) per workstation.
Annual maintenance for (***) workstations:
. Initial maintenance period from the date of
execution of this Amendment through December 31, 2000 $(***)
. Annual maintenance for each subsequent calendar
year beginning January 1, 2001 $(***)
The implementation of the ACSR module of HSD is included
in the ACSR implementation.
5. Along with its license to use the ACSR module for HSD, CSG will provide
Customer with its @Home provisioning interface, version 2.2. This interface
provides for the sending and receiving of subscriber provisioning and
customer care data between @Home and CSG in a near real-time fashion.
Enhancements, upgrades, or changes to version 2.2 of the @Home provisioning
interface will be outlined in a Statement of Work mutually agreed upon and
executed by CSG and Customer. In addition, Schedule D shall be amended to
include the following fee for CSG's operation and management of the @Home
provisioning interface:
. Monthly Operations Fee (per HSD subscriber) $(***)
Note 1: The Monthly Operations Fee (******************
***) from the date of execution of this Amendment (*******
*****************). In addition, the total operations fee for
CSG's operation and management of the @Home
provisioning interface shall not exceed $(***) per
calendar year, (************************).
Note 2: All costs and performance of the network connection
between CSG and @Home are specifically the responsibility
of Customer.
6. Upon execution of this Amendment, for the fees set forth below, Customer may
access (***) ((***)) additional Vantage database tables containing
information about Customer's equipment and internet access methods. Customer
may access such additional tables from System Sites at which Customer is
licensed to use Vantage. Therefore, Section 7 of Schedule D shall be amended
to include the following:
High Speed Data Database Tables:
-------------------------------
. Monthly Processing and Maintenance Fee (per HSD subscriber) $(***)
Note: The start-up fee for the Vantage database tables for all of
Customer's @Home System Sites currently utilizing Vantage as of the date
of execution of this Amendment shall be $(***). The start-up fee for the
Vantage database tables for all of Customer's @Home System Sites that are
not currently utilizing Vantage as of the date of execution of this
Amendment shall be included in the Vantage One-Time Start-up Fee as set
forth in Section 7 of Schedule D.
3
7. Payment Terms
-------------
Except as noted in this paragraph 7, the terms and conditions set forth in
the Agreement shall apply with respect to products or services provided as
part of this Amendment. Payment of the license fees and maintenance fees for
the initial maintenance period shall be as follows:
. Billable September 30, 1999; Due no later than January 1, 2000 $(***)
. Billable November 30, 1999; Due no later than January 15, 2000 $(***)
Implementation services will be invoiced upon completion of work.
8. Any services to be provided by CSG in connection with the initial conversion
of the @Home subscriber information from Interplex to the CCS HSD data
fields shall be set forth in a separately executed Statement of Work. Such
conversion services shall be provided by CSG
(********************************************************).
9. With respect to Products and Services set forth in this Amendment, CSG and
Customer agree that, except as otherwise expressly agreed in writing between
the parties, their rights and obligations relating thereto are set forth in
the Master Agreement, and the execution of this Amendment and its
performance shall not be deemed or construed to alter, impair, create or
evidence such rights or obligations.
THIS AMENDMENT is executed on the day and year first shown above.
CSG SYSTEMS, INC. ("CSG") TCI Cable Management Corporation
("Customer")
By: /s/ Xxxxxx X. Xxxxx By: /s/ Xxx Xxxxxxxxxx
------------------------- -----------------------------------
Name: Xxxxxx X. Xxxxx Name: Xxx Xxxxxxxxxx
----------------------- ---------------------------------
Title: V.P. & General Counsel Title: EVP Fulfillment Svcs & Operations
---------------------- ---------------------------------
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