EXHIBIT 10.21S
TWENTY-THIRD AMENDMENT
TO THE
RESTATED AND AMENDED
CSG MASTER SUBSCRIBER MANAGEMENT SYSTEM AGREEMENT
BETWEEN
CSG SYSTEMS, INC.
AND
COMCAST CABLE COMMUNICATIONS MANAGEMENT, LLC
This TWENTY-THIRD AMENDMENT(the “Amendment”) is made by and betweenCSG Systems, Inc. (“CSG”) andComcast Cable Communications Management, LLC (“Customer”). The Effective Date of this Amendment is the date last signed below. CSG and Customer entered into a certain Restated and Amended CSG Master Subscriber Management System Agreement (CSG document #2296663) dated July 1, 2008 (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 to the following as of the Effective Date:
1. The parties wish to extend the Agreement through March 31, 2013 (for purposes of this Amendment, “Additional Month’s Extension”) in order to finalize terms for a longer extension and therefore the first sentence of Section 1.2 entitled Term shall be deleted in its entirety and replaced with the following:
“Unless earlier terminated pursuant to Section 6.1, this Agreement shall commence on the Effective Date and remain in effect thereafter for an initial term expiring on March 31, 2013 (“Term”).”
2. As a result of the parties agreeing to the Additional Month’s Extension, Section 9.2 entitled “No Consequential Damages/Limitation of Liability” shall be modified by adding the following at the end of the second paragraph thereof:
“CSG AND CUSTOMER AGREE FOR THE PERIOD OF JANUARY 1, 2013 THROUGH MARCH 31, 2013, EXCEPT FOR DAMAGES OR LIABILITIES RELATED TO SECTIONS *** ************ ********** *** ******** ****** *** ******* *** ************* ********** ** ******* ** *****************, IN NO EVENT WILL THE AGGREGATE LIABILITY WHICH CSG, CUSTOMER, THEIR LICENSORS OR THEIR VENDORS INCUR FROM EVENTS OCCURING DURING JANUARY 1, 2013 TO March 31, 2013 EXCEED $************. FOR THE AVOIDANCE OF DOUBT, THE PARTIES AGREE THAT EVENTS GIVING RISE TO CLAIMS THAT OCCUR BEFORE JANUARY 1, 2013 SHALL BE SUBJECT TO THE LIABILITY CAP APPLICABLE TO THE YEAR IN WHICH SUCH EVENT OCCURRED.”
3. As a further result of the parties agreeing to the Additional Month’s Extension, the parties agree that Section 9.3 shall be modified by adding the following at the end thereof:
“ (e)Notwithstanding anything contained herein to the contrary, during the period of January 1, 2013 through March 31, 2013, the aggregate liability CSG shall have for any ************ liability incurred from events occurring during the period of January 1, 2013 through March 31, 2013 under Section 9.3 shall not exceed $**********. For the avoidance of doubt, the parties agree that events giving rise to such liability that occur before the January 1, 2013 shall be subject to the liability cap applicable to year in which such event occurred.”
4. CSG and Customer agree that Section 5.4 entitled “Adjustment to Fees”, shall not be enforced during the Additional Month’s Extension, but reserve the right to apply an adjustment in any
subsequent amendment to the Agreement. All other terms and conditions of the Agreement shall be given and remain in full force and effect.
SIGNATURE PAGE TO FOLLOW
IN WITNESS WHEREOFthe parties hereto have caused this Amendment to be executed by their duly authorized representatives.
| | |
COMCAST CABLE COMMUNICATIONS MANAGEMENT, LLC (“CUSTOMER”) | | CSG SYSTEMS, INC. (“CSG”) |
By: /s/ Peter Kiriacoulacos | | By: /s/ Randy Wiese |
Name: Peter Kiriacoulacos | | Name: Randy Wiese |
Title: Executive Vice President & Chief Procurement Officer | | Title: CFO |
Date: 2-25-13 | | Date: Feb 25, 2013 |
