PROGRAM MANAGEMENT AGREEMENT
This Program Management Agreement is entered into effective as of April
9, 1998 (the "Effective Date"), by and between Renaissance Media LLC, a
Delaware limited liability company ("Renaissance"), and Time Warner Cable, a
division of Time Warner Entertainment Company, L.P., a Delaware limited
A. Effective as of the Effective Date, and pursuant to the terms of an
Asset Purchase Agreement (the "Purchase Agreement") dated November 14, 1997, by
and between Renaissance Media Holdings LLC ("Renaissance Holdings"), an
Affiliate of Renaissance, and TWI Cable Inc. ("TWIC"), as amended from time to
time, Renaissance is acquiring majority ownership in certain cable television
systems specified in the Purchase Agreement (the "Systems"). This Agreement is
being entered into by the parties pursuant to Section 6.16 of the Purchase
B. Renaissance desires to retain TWC, on the terms and conditions stated
in this Agreement, to provide programming management services for the Systems.
TWC desires to accept such appointment and to provide such services on such
terms and conditions.
C. All capitalized terms not otherwise defined herein shall have the
ascribed to them in the Purchase Agreement.
In consideration of the mutual covenants contained herein, and for other
good and valuable consideration, the receipt and adequacy of which are hereby
acknowledged, TWC and Renaissance agree as follows:
1. TWC as Programming Manager. Renaissance hereby retains and appoints
TWC, and TWC hereby consents and undertakes to act, as Programming Manager for
the Systems in accordance with the terms of this Agreement. TWC shall have full
and complete control and discretion with respect to all audio and video
programming for the Systems, and is hereby authorized and empowered to take any
and all actions as TWC in its discretion shall deem necessary to perform its
duties and obligations as Programming Manager for the Systems. Renaissance
shall obtain from TWC and TWC shall provide to Renaissance all Qualified Program
Services (as defined in Section 4.1 below) carried on the Systems.