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 10.24AR

NINETY-SEVENTH AMENDMENT

TO THE

CSG MASTER SUBSCRIBER MANAGEMENT SYSTEM AGREEMENT

BETWEEN

CSG SYSTEMS, INC.

AND

TIME WARNER CABLE INC.

This Ninety-seventh 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, 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 to the following as of the Effective Date:

Note 18: Notwithstanding anything in the Agreement to the contrary, the User Defined Report Objects Support Services Fee is subject to increase pursuant to Section 5.4 of the Agreement commencing in ****.

Note 19: CSG shall provide User Defined Report Objects Support Services for the User Defined Report Objects in accordance with the priority levels set forth in Section II. of Schedule H of the Agreement.  User Defined Report Objects Support Services shall commence upon the effective date of this Amendment.  Support Services shall include up to ******-**** (**) ***** ******* for User Defined Report Objects Support Services; any unused Support Hours in any ***** ***** ********** ****** the then-current ******** ******* and may be used by TWC for User Defined Report Objects Support Services during such ******** *******; any Support Hours *** **** ****** *** ********** ******** ******* **** *** ** ******* **** ** *** ********** ******; any User Defined Report Objects Support Services requested by TWC which CSG anticipates will be too substantial to be performed within TWC’s accrued Support Hours, will be submitted to TWC in the form of a quote with estimated hours and fees (at TWC's then-current Technical Services fee), and such work shall be subject to a separate mutually agreed upon Statement of Work.  For avoidance of doubt, any User Defined Report Objects Support Services exceeding TWC’s ******* Support Hours and/or accrued Support Hours during the then-current ******** ******* may be billed to TWC only if such additional hours are documented in a mutually agreed Statement of Work. CSG shall notify TWC when ****** (**%) of the Support Hours for the User Defined Report Objects Support Services have been exhausted in any given *****.

Exhibit 10.24AR

THIS AMENDMENT is executed as of the day and year last signed below (the Effective Date")