EIGHTY-FIFTH AMENDMENT TO THE CSG MASTER SUBSCRIBER MANAGEMENT SYSTEM AGREEMENT BETWEEN CSG SYSTEMS, INC. AND TIME WARNER CABLE INC.

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 10.24AG

EIGHTY-FIFTH AMENDMENT

TO THE

CSG MASTER SUBSCRIBER MANAGEMENT SYSTEM AGREEMENT

BETWEEN

CSG SYSTEMS, INC.

AND

TIME WARNER CABLE INC.

This Eighty-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 (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"):

1. Amended and Restated Schedule P.   Schedule P to the Agreement is hereby amended and restated to read in its entirety, as set forth in the document that is labeled as “Schedule P” and attached to this Amendment.

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

TIME WARNER CABLE INC. (“TWC”)	CSG SYSTEMS, INC. (“CSG”)
By:  /s/ Xxxxx XxXxxxxxx	By:  /s/ Xxxxxx X Xxxxx
Name: Xxxxx XxXxxxxxx	Name:  Xxxxxx X. Xxxxx
Title:  Vice President	Title:  EVP, CAO & General Counsel
Date:  May 12, 2014	Date:  15 May 2014

*** Confidential Treatment Requested and the Redacted Material has been separately filed with the Commission.

Exhibit 10.24AG

SCHEDULE P

EXPORT APPROVED PRODUCTS AND EXPORT APPROVED COUNTRIES

Foreign Countries	Products
*********	*ACSR
****** ***** **** ********* ******** ********* ***** ****** ****** *********** ********* ** ******** ******** ** ******** ************ ** ******** ********	*ACSR (web-enabled) Product Configurator
	*These products include the following software or product modules: 1.CIT 2.Leads Tracking 3.OWF 4.Enhanced Campaigns 5.Offer Management 0.Xxxxxxxxx (OPE) 7.Billing Calculator 0.Xxxxxx Verification 9.Risk Management 10.ACSR Voice 11.EAR / AR 12.Account Hierarchies 13.Outage Detection 14.Enhanced Statement Screen 15.AOI / AIT 16.LOB indicators (HSD, Voice, Data), a/k/a ACSR HSD module 17.Unbilled Usage