EXHIBIT 2.19D
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 (***).
SEVENTH AMENDMENT
TO
RESTATED AND AMENDED CSG MASTER
SUBSCRIBER MANAGEMENT SYSTEM AGREEMENT
BETWEEN
CSG SYSTEMS, INC.
AND
TCI CABLE MANAGEMENT CORPORATION
This Seventh Amendment (the "Amendment") is executed this 8th 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. THE DEFINITION OF "PRODUCTS" AND ALL REFERENCES THERETO IN THE AGREEMENT
SHALL BE AMENDED TO INCLUDE CSG'S INFO EXPRESS SOFTWARE, WHICH ALLOWS END-
USER CUSTOMERS TO PERFORM CERTAIN ROUTINE FUNCTIONS WITHOUT HAVING TO SPEAK
TO ONE OF CUSTOMER'S CUSTOMER SERVICE REPRESENTATIVES.
2. SCHEDULE D SHALL BE AMENDED TO INCLUDE THE FOLLOWING FEES FOR INFO EXPRESS:
SOFTWARE LICENSE FEES:
----------------------
(***) Local Info Express License fee $(***) per IVR
(minimum initial purchase of 50 licenses)
. Third party hardware and software is additional
SOFTWARE LICENSE ANNUAL MAINTENANCE FEES: 20% of License fee
-----------------------------------------
SOFTWARE LICENSE AND MAINTENANCE PAYMENT TERMS:
-----------------------------------------------
(for initial purchase of 50 licenses and related First year maintenance Fees)
. $(***) due upon Execution of this Agreement
. $(***) due on November 1, 1998
. Subsequent annual software maintenance Fees due on anniversary date of
software license.
"Confidential Treatment Requested
and the Redacted Material has been
separately filed with the Commission."
INSTALLATION SERVICES:
----------------------
Includes: $(***) per IVR
Installation
. Installation of application on IVR
. Configuration of application software
. Configuration of CSG intelligent router
. Configuration of EIS Gateway
. Performance Testing
ADDITIONAL CONSULTING OR TRAINING SERVICES:
-------------------------------------------
(fees set forth in Schedule D).
INFO EXPRESS COMPONENT DELIVERY DATES:
--------------------------------------
. The following modules will be delivered by August 1, 1998-
Account Balance
Appointment Confirmation
. The following modules will be delivered by October 1, 1998-
Set Top Box Re-authorization
Inbound Outage Notification
. The following module will be delivered by November 1, 1998-
Work Order Close Out
. The following module will be delivered by March 31, 1999-
Credit Card Payment
PRODUCT DELIVERY PENALTIES:
---------------------------
Should any of the following modules not be delivered as referenced above,
Customer will have the right to discontinue use of all of CSG's Local Info
Express Services and receive a full refund of license fees and prorated
maintenance fees or negotiate to use a subset of CSG's Local Info Express
Services at mutually agreed upon fee not to exceed $(***) per ARU/Info Express.
. Account Balance
. Appointment Confirmation
. Set Top Box Re-authorization
. Inbound Outage Notification
. Work Order Close Out
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/ XXXXX X. XXXXXXXXXXX
---------------------------- -------------------------------------
NAME: XXXXXX X. XXXXX NAME: XXXXX X. XXXXXXXXXXX
-------------------------- -----------------------------------
TITLE: V.P. & GENERAL COUNSEL TITLE: EXECUTIVE DIRECTOR, CUSTOMER OPS
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