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S-4
RENAISSANCE MEDIA GROUP LLC filed this Form S-4 on 06/12/1998
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                                                                   EXHIBIT 10.13

                             EXCLUSIVITY AGREEMENT

     AGREEMENT dated as of April 9, 1998 among Morgan Stanley Capital Partners
III, L.P., a Delaware limited partnership ("MSCP III"), MSCP III 892 Investors,
L.P., a Delaware limited partnership ("892 Investors"), Morgan Stanley Capital
Investors, L.P., a Delaware limited partnership ("MSCI", and together with MSCP
III and 892 Investors, the "MSCP Funds"), and Rodney Cornelius, Michael J. Egan,
Darlene Fedun, Mark Halpin, Fred Schulte and David L. Testa (each, a "Management
Investor" and, collectively, the "Management Investors").

     WHEREAS, the parties hereto have entered into the Limited Liability Company
Agreement (the "MSCP Carry Agreement") of MSCP Carry LLC ("MSCP Carry") dated as
of April 9, 1998;

     WHEREAS, the MSCP Funds, TWI Cable Inc., a Delaware corporation ("Time
Warner"), and the Management Investors have entered into the Amended and
Restated Limited Liability Company Agreement of Renaissance Media Holdings LLC
("Renaissance Holdings") dated as of April 9, 1998, as contemplated to be
further amended and restated effective as of April 17, 1998 as the Second
Amended and Restated Limited Liability Company Agreement of Renaissance Holdings
among MSCP Carry, TWI Cable Carry LLC, a Delaware limited liability
 company, and
the Management Investors, as it may be further amended, modified, supplemented
or restated from time to time (the "Holdings LLC Agreement");

     WHEREAS, Renaissance Media (Louisiana) LLC and Renaissance Media
(Tennessee) LLC, each an indirect wholly-owned subsidiary of Renaissance
Holdings, have entered into the Amended and Restated Limited Liability Company
Agreement of Renaissance Media LLC ("Renaissance Media") dated as of April 9,
1998;

     WHEREAS, each of the Management Investors has entered into an employment
agreement (each, an "Employment Agreement" and collectively, the "Employment
Agreements") with Renaissance Media dated as of the date hereof pursuant to
which each Management Investor has agreed to spend substantially all of his or
her business time in the performance of his or her duties thereunder;