removal from or non-reappointment to such position as long as the new
title is substantially equivalent and the position is otherwise not
(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 Designated Executive).
(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 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 April 17, 1998 as the
Second Amended and Restated Limited Liability Company Agreement by and among
Holdings, MSCP Carry LLC, TWI Cable Carry LLC, Executive and the other investors
signatory thereto, 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.