removal from or non-reappointment to such position as long as the new title
is substantially equivalent and the position is otherwise not adversely
(ii) Material diminution in Executive's title, position, duties or
responsibilities, or the assignment to Executive of duties that are
inconsistent, in a material respect, with the scope of duties and
responsibilities associated with the position specified in Section 3
(iii) Termination by the Company, other than for Cause, of any other
Designated Executive of the Company (provided that this clause (iii) shall
not constitute an event of Good Reason if either (x) at any time following
the second anniversary of the date hereof, the Company has failed to
achieve the Benchmarks at the time of such termination or (y) the Chief
Executive Officer of the Company approves the termination of such other
(iv) Reduction in Base Salary (as defined in Section 4 hereof) or
"Holdings" means Renaissance Media Holdings LLC.
"Holdings LLC Agreement" means the Amended and Restated Limited Liability
Company Agreement of Holdings dated as of the date hereof by and among Holdings,
the MSCP Funds, TWI Cable Inc., Executive and the other investors signatory
thereto, as contemplated to be further amended and restated effective as of
April 17, 1998 as the Second Amended Restated Limited Liability Company
Agreement of Holdings by and among Holdings, MSCP Carry LLC, TWI Cable Carry
LLC, Executive and the other investors signatory thereto, and as further amended
or modified from time to time.
"MSCP Carry LLC Agreement" means the Limited Liability Company Agreement of
MSCP Carry LLC dated as of the date hereof by and among the MSCP Funds, the
individuals named therein and MSCP Carry LLC, as amended or modified from time
"MSCP Funds" means Morgan Stanley Capital Partners III, L.P., MSCP III 892
Investors, L.P. and Morgan Stanley Capital Investors, L.P.
"Renaissance Group" means the Company and any Designated Cable System acquired
by the MSCP Funds and the Designated Executives through an entity other than the
Company or any of its subsidiaries.