EXHIBIT 2.19F
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 (***).
ELEVENTH AMENDMENT
TO
RESTATED AND AMENDED CSG MASTER
SUBSCRIBER MANAGEMENT SYSTEM AGREEMENT
BETWEEN
CSG SYSTEMS, INC.
AND
TCI CABLE MANAGEMENT CORPORATION
This Eleventh Amendment (the "Amendment") is executed this 30 day of September,
1998, 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. FOR THE FEES SET FORTH BELOW, AND IN ACCORDANCE WITH THE TERMS AND
CONDITIONS SET FORTH IN THE AGREEMENT (INCLUDING, BUT NOT LIMITED TO,
SCHEDULE C), CSG HEREBY GRANTS TO CUSTOMER ONE THOUSAND ONE HUNDRED (1,100)
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ADDITIONAL LICENSES OF ACSR, WHICH CUSTOMER MAY USE AT SYSTEM SITES THAT
ARE TO BE DETERMINED WITH DELIVERY TO FOLLOW UPON NOTIFICATION. AS A RESULT,
EXHIBIT C-1 IS HEREBY AMENDED TO INCREASE THE NUMBER OF ACSR WORKSTATIONS TO
SIX THOUSAND ONE HUNDRED (6,100).
2. ACSR PERPETUAL LICENSE FEES
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1,100 WORKSTATIONS $(***)*
($(***) PER WORKSTATION)
*INVOICE DATE (PAYMENTS DUE NET FORTY-FIVE (45) DAYS).
SEPTEMBER 30, 1998 $(***)
ACSR ANNUAL MAINTENANCE FEES
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TWENTY PERCENT (20%) OF LICENSE FEES
INVOICE DATE (PAYMENTS DUE NET FORTY-FIVE (45) DAYS) DAYS.
SEPTEMBER 30, 1998 $(***)
(AND ANNUALLY THEREAFTER ON THE ANNIVERSARY OF THE LICENSE GRANT)
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
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TITLE: V.P. & GENERAL COUNSEL TITLE: SENIOR V.P. FULFILLMENT SVCS
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