Print Page  Close Window

SEC Filings

S-4
RENAISSANCE MEDIA GROUP LLC filed this Form S-4 on 06/12/1998
Entire Document
 


<PAGE>
                                                                    Exhibit 10.3

 
                         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
partnership ("TWC").


                                    Recitals
                                    --------

     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
Agreement.

     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
meanings
 ascribed to them in the Purchase Agreement.


                                   Agreements
                                   ----------

     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.

<PAGE>
 
2.   Term.
     ---- 
     2.1  The term of this Agreement shall commence on the Effective Date and
shall continue until:

          (a) the first date on which none of TWIC or any of its Affiliates
holds any equity interest in Renaissance Holdings;

          (b) the effective date of a sale, exchange or other transfer or
disposition of all or substantially all of the Systems by Renaissance;

          (c) terminated by the mutual written agreement of TWC and Renaissance;

          (d) terminated by the written election of Renaissance in accordance
with Section 2.2 below;

          (e) terminated by the written election of TWC in accordance with
Section 2.3 below or as otherwise provided herein; or

          (f) the occurrence of any event which makes this Agreement or the
performance by either party hereunder unlawful, including without limitation,
but subject to Section 3.3 below, violation of any franchise agreement
applicable to a System.

Except as otherwise provided herein, upon termination of this Agreement neither
party shall have any further liability or obligation to the other hereunder.

                                       2

<PAGE>
 
     2.2  Termination By Renaissance.  Renaissance may terminate this Agreement
          --------------------------                                           
at any time in its sole discretion upon not less than 120 days prior written
notice to TWC; provided, however, that on or before the effective date of any
               --------  -------                                             
such termination Renaissance shall pay to TWC an amount (the "Termination
Payment") equal to the sum of all amounts payable by TWC to any Program Service
provider as a result of such termination by Renaissance, including without
limitation repayment of any portion of any upfront monies received from Program
Service providers with respect to the Systems that TWC must repay to such
providers as a result of such termination by Renaissance.  The previous sentence
notwithstanding, within 60 days after its receipt of Renaissance's written
notice of termination, TWC shall deliver to Renaissance written notice of TWC's
good faith estimate of the total amount of the Termination Payment that will be
payable by Renaissance as the result of such termination.  Within 15 days after
its receipt of TWC's notice of the estimated amount of the applicable
Termination Payment Renaissance, in its sole discretion, may elect by written
notice to TWC which is received by TWC during such 15 day period, to revoke its
decision to terminate this Agreement, in which case such termination shall not
become effective and Renaissance shall not be required to pay the applicable
Termination Payment.

     2.3  Termination by TWC.  If TWC determines in good faith that any curative
          ------------------                                                    
action taken or to be taken by Renaissance pursuant to Section 3.2 below does
not or will not fully cure the breach or violation at issue under the applicable
contract or arrangement, then TWC in its sole discretion may terminate this
Agreement upon not less than 30 days prior written notice to Renaissance;
provided, however, that if TWC in its sole discretion determines that there is
- --------  -------                                                             
no resulting detriment to TWC, then TWC may extend the effective date of the
termination beyond 30 days.

3.   Management.
     ---------- 

     3.1  Management Services.
          ------------------- 
          (a) TWC shall render all services and take all actions necessary for
the management of programming for the Systems in the ordinary course of their
day-to-day operation, and shall have and exercise full and complete control with
respect to all programming for the Systems in the ordinary course of their day-
to-day operation. Without limiting the generality of the foregoing TWC, in its
sole discretion, shall:

              (i) organize and from time to time reorganize, augment, modify, or
     change channel line-ups on the Systems, including the addition and/or
     deletion of Program Services;

              (ii) organize and from time to time reorganize or otherwise modify
     the channel positions of Program Services (as hereinafter defined) carried
     by the Systems; and

                                       3

<PAGE>
 
              (iii) program and air cross-channel promotions (provided that the
     number and types of such promotions shall be similar to those distributed
     on other similarly situated systems owned and managed by TWC or its
     affiliates);

provided, however, that in taking any of the foregoing actions TWC shall give
- --------  -------                                                            
due consideration to community viewing habits, channel capacity considerations,
franchise requirements and reasonable requests or proposals of Renaissance.

     (b) TWC shall pay to all providers of Qualified Program Services (as
defined below) for the Systems all fees and charges payable for the Systems'
carriage of such Program Services.

     3.2  Certain Restrictions.  Renaissance acknowledges that the terms of
          --------------------                                             
programming contracts and other arrangements between TWC and Program Service
providers place certain restrictions on the content or combination of Program
Services, advertising and programming rates that TWC may in turn provide to the
Systems.  TWC shall have no obligation to take or permit any action in its
performance of its duties hereunder which might result in a breach or violation
under the terms of any such contract or arrangement.  Upon receipt by
Renaissance of notice of any circumstances which might result in such a breach
or violation, Renaissance shall take such commercially reasonable actions as
shall be necessary to avoid any such breach or violation.  If in the good faith
judgment of TWC any such action taken or to be taken by Renaissance does not or
will not fully cure the breach or violation at issue under such contract or
arrangement, then TWC may terminate this Agreement in accordance with Section
2.3 above.

                                       4

<PAGE>
 
     3.3  Franchise or Legal Requirements.  If, at any time during the term of
          -------------------------------                                     
this Agreement, Renaissance delivers to TWC a written legal opinion from counsel
with recognized expertise in programming matters affecting the cable television
industry (a "Required Action Opinion") stating that an action, which is
otherwise under TWC's control pursuant to this Agreement, is required to be
taken in order to comply with a valid requirement imposed by a franchise
authority for any System or to comply with any statute, regulation or other
legal requirement applicable to any System, then TWC, in its sole discretion
shall, subject to Section 3.2 above, elect to take one of the following actions:

          (a) take the required action or cause it to be taken in accordance
with this Agreement; or

          (b) appoint Renaissance as TWC's agent with authority to take such
action or cause it to be taken in accordance with this Agreement.

Renaissance shall keep TWC informed on a current basis regarding all material
programming related issues which may arise with franchise or other governmental
authorities relating to the Systems or the programming provided by TWC under
this Agreement, whether in the context of franchise renewal negotiations or
otherwise.  Renaissance shall not take or omit to take any actions inconsistent
with any position with respect to such programming related issues as TWC shall
have previously communicated to Renaissance.  In addition, except with the prior
written consent of TWC, Renaissance shall not:

        (X) initiate or take any action seeking, or

        (Y) except in response to an unsolicited request from the applicable
            franchise or other governmental authority, initiate or take any
            action which Renaissance knows or reasonably should know is likely
            to result in, the imposition by a franchise or other governmental
            authority of any requirement to modify the channel line-up of any
            System, or to carry or not carry, as the case may be, any particular
            Program Service on any System.

     3.4  Exhibit A.  The Systems to which this Agreement applies are listed on
          ---------                                                            
Exhibit A attached hereto. Exhibit A may be amended at any time by the mutual
written agreement of Renaissance and TWC; provided, however, that neither
                                          --------  -------              
Renaissance nor TWC shall unreasonably withhold its consent with respect to an
amendment to Exhibit A proposed by the other for the addition to Exhibit A of
additional systems which are wholly owned, directly or indirectly, by
Renaissance Holdings.

                                       5

<PAGE>
 
4.   Compensation to TWC.
     ------------------- 

     4.1  Programming Amount; Certain Definitions.   TWC shall deliver to
          ---------------------------------------                        
Renaissance, on or before the last day of each month, a notice (a "Programming
Amount Notice") certifying the Programming Amount for the immediately preceding
month.  Renaissance shall pay to TWC, on or before the tenth business day after
its receipt of such Notice, the Programming Amount set forth therein. Each
Programming Amount Notice also shall include the appropriate economic benefit
and/or detriment to TWC, if any, of applicable marketing support, advertising
support, credits, rebates and other incentives provided by Program Service
providers with respect to the Systems.

         (a) "Programming Amount" means, for any month, an amount equal to the
sum of (i) the aggregate of the Qualified Single Program Amounts for each and
every Qualified Program Service carried by the Systems during such month, plus
(ii) the Programming Fee (as defined in Section 4.2 below).

         (b) "Qualified Program Service" means a Program Service that TWC shall
determine in good faith it can provide to the Systems at the Qualified Single
Program Amount without breaching or violating its agreement with the provider of
such Program Service. "Program Service" means any network or satellite-delivered
or broadcast-originated service (including broadcast services made available
pursuant to appropriate retransmission consent agreements) or individual program
event or regional sports or news service, excluding, however, all Local
Programming. "Local Programming" means programming which is of primarily local
(as opposed to regional or national) interest, including local broadcast
services other than local broadcast services which are the subject of
retransmission consent agreements with TWC or its controlled Affiliates.

         (c) Subject to Section 4.1(d) below, "Qualified Single Program Amount"
means for any Qualified Program Service carried by the Systems during any month
that is billed by the Program Service provider (including without limitation
Program Service providers which are Affiliates of TWC):

             (i) on a per-subscriber basis, an amount equal to the fees and
     charges actually due to the Program Service provider from TWC for the
     carriage of such Program Service during such month by the Systems; or

             (ii) on a basis other than per-subscriber, an amount equal to the
     equivalent per-subscriber cost due to the Program Service provider from TWC
     for the carriage of such Program Service during such month by the Systems.

         (d) The Qualified Single Program Amount for any Qualified Program
     Service provided by TWC to Renaissance shall be no greater than the net
     effective rate per subscriber that TWC offers to other similarly situated
     cable television 

                                       6

<PAGE>
 
     systems owned and managed by TWC or its Affiliates that launch such Program
     Service at the same time as such Program Service is launched by
     Renaissance. In addition, with respect to any System listed on Exhibit A on
                                                                    ---------
     the Effective Date only, which System was acquired by Renaissance from an
     Affiliate of TWC, if a Qualified Program Service was previously launched on
     such System by a TWC Affiliate, then the Qualified Single Program Amount
     for such Qualified Program Service as provided by TWC to Renaissance
     hereunder shall be no greater than the net effective rate per subscriber
     that TWC would have charged to such System if TWC had not conveyed an
     ownership interest in such System to Renaissance.

         (e) Except as set forth in Sections 4.1(c) and 4.1(d) above, TWC shall
     have no obligation to provide any individual Program Service at any
     particular rate or subject to any particular discount.

         (f) TWC agrees to submit a request to each provider of a Program
     Service which TWC determines is not a Qualified Program Service (a "Non-
     Qualified Program Service") that such provider allow TWC to treat the
     applicable Non-Qualified Program Service as a Qualified Program Service. In
     addition, TWC shall use its commercially reasonable efforts to negotiate
     favorable rates and terms for all Non-Qualified Program Services. All fees
     and charges for Non-Qualified Program Services shall, except as otherwise
     agreed in writing by TWC, be negotiated by TWC on behalf of Renaissance.
     Renaissance shall pay all such fees and charges to TWC or, if so requested
     by TWC, to the applicable Program Service provider on a monthly basis on
     the same dates as it pays the Programming Amount to TWC.

     4.2  Programming Fee.  The programming fee ("Programming Fee") shall be an
          ---------------
amount equal to the product of (i) of the sum of (X) the aggregate of the
Qualified Single Program Amounts for each and every Qualified Program Service
carried by the Systems during such month, plus (Y) the aggregate of all fees and
charges payable for each and every Non-Qualified Program Service carried by the
Systems during such month, multiplied by (ii) 0.5%.

     4.3  Pro-ration of Qualified Single Program Amount.  If the Systems shall
          ---------------------------------------------                       
discontinue carriage of any continuing Qualified Program Service on any day
other than the last day of a month, or shall commence carriage of any continuing
Qualified Program Service on any day other than the first day of a month then,
to the extent permitted by the agreement with the provider of such Program
Service, the Qualified Single Program Amount for the month in which the Systems'
carriage of such continuing Qualified Program Service is either discontinued or
commenced shall be adjusted and prorated to reflect the actual number of days
during such month that such continuing Qualified Program Service is carried by
the Systems.

     4.4  Late Fees; Termination Rights.
          -----------------------------

                                       7

<PAGE>
 
          (a) Other remedies for non-payment notwithstanding, if any amounts
payable by Renaissance to TWC pursuant to this Agreement are not received on or
before the tenth day after such amount was due, then a late payment charge equal
to 1.5% per month of such past due amount, cumulative (or if such amount exceeds
the maximum permitted under any applicable law, such maximum amount), shall
become due and payable in addition to such amounts owed under this Agreement
until all amounts due are paid in full.

          (b) In addition, if any amounts payable by or reports due from
Renaissance to TWC pursuant to this Agreement are more than 14 days past due
then, upon not less than ten days prior written notice to Renaissance, TWC in
its sole discretion may suspend or terminate this Agreement unless such amount
(including all applicable interest) is paid in full or such report is provided
within such ten day period.

5.   Confidentiality.
     --------------- 

     5.1  Renaissance acknowledges that contracts and other arrangements between
TWC and Program Service providers limit TWC's disclosure to third parties of the
rates, terms and conditions applicable to the corresponding Program Services.
Except as otherwise provided in a written Confidentiality Agreement entered into
by Renaissance and TWC, TWC shall have no obligation to disclose any such
information to Renaissance.  Any information disclosed by TWC pursuant to such a
separate written Confidentiality Agreement shall be governed by such separate
agreement and not this Agreement.

     5.2  Renaissance shall keep confidential the terms of this Agreement and 
any and all information relating to any Programming Amount or any Qualified
Single Program Amount; provided, however, that Renaissance may disclose:
                       --------  -------                                
          (a) the terms of this Agreement and an annualized aggregate
Programming Amount (the "Affiliate Disclosable Terms"), but not any information
relating to any monthly Programming Amounts or Qualified Single Program Amounts,
to its or Renaissance Holdings' Affiliates, directors, board members, officers,
employees, agents, representatives, consultants, advisors, current lenders
providing long term financing (excluding capitalized leasing), or current
investors (excluding investors whose interest develops out of a public offering
or whose interest is less than $400,000) who reasonably need to know such
information for a legitimate business purpose; and

          (b) information relating to monthly Programming Amounts (the "Auditor
Disclosable Terms") but not any Qualified Single Program Amounts, to its
independent auditors if expressly so requested by such auditors; and

further, provided that the Affiliate Disclosable Terms and the Auditor 
- -------  --------                                                     
Disclosable Terms are hereinafter collectively referred to as the "Disclosable
Terms," and in each 

                                       8

<PAGE>
 
case prior to the disclosure of any Disclosable Terms to any such party
Renaissance shall obtain the recipient's agreement to keep such Disclosable
Terms confidential. Renaissance shall be liable to TWC for any damages that may
arise if any such party fails to keep any Disclosable Terms confidential. In
addition, Renaissance may disclose an annualized aggregate Programming Amount,
but not the terms of this Agreement nor any information relating to any monthly
Programming Amounts or Qualified Single Program Amounts, to its or Renaissance
Holdings' potential lenders who may be providing long term financing (excluding
capitalized leasing), or potential investors (excluding investors whose interest
would develop out of a public offering or whose interest would be less than
$400,000); provided, however, that prior to any such disclosure Renaissance
           --------  -------
shall use its reasonable best efforts to obtain such party's written agreement
to keep such information confidential and in any event shall instruct such party
to keep such information confidential. Renaissance also shall be liable to TWC
for any damages that may arise if any such lender or investor fails to keep any
such information confidential. If Renaissance is legally compelled or advised by
counsel that it is legally required to disclose any information required to be
kept confidential pursuant to this Agreement, then it shall provide TWC with
prompt notice of such requirement or advice prior to disclosure so that TWC may
seek a protective order or other appropriate remedy and/or waive compliance with
the terms of this Agreement. If such protective order or other remedy is not
obtained, or TWC waives compliance with the provisions hereof, then Renaissance
shall furnish only that portion of the information at issue which it is legally
compelled to so furnish and, in consultation with TWC, Renaissance shall use its
reasonable best efforts to obtain assurance that confidential treatment will be
accorded to such information. Within 10 days after delivery by TWC to
Renaissance of appropriate supporting documentation, Renaissance shall reimburse
TWC for all reasonable fees and expenses incurred by TWC in connection with such
protective order request and/or the proposed disclosure of such information.

     5.3  Upon reasonable written request by Renaissance, but no more than once
in any calendar year, TWC shall cause its independent auditors to certify in
writing to Renaissance that the rates charged by TWC to Renaissance for Program
Services are in compliance with this Agreement.  Within 10 days after delivery
by TWC to Renaissance of appropriate supporting documentation, Renaissance shall
reimburse TWC for all reasonable fees and expenses incurred by TWC in connection
with such audit.

     5.4  Renaissance agrees that any breach of the confidentiality obligations
set forth in this Article 5 would result in immediate and irreparable harm to
TWC for which money damage would not be a sufficient remedy.  As a remedy for
any such breach or unauthorized disclosure TWC shall be entitled to seek
equitable relief, including in the form of injunctions and orders for specific
performance, in addition to all other remedies available at law or equity.  In
addition, upon any breach by Renaissance of its obligations under this Article 5
or the improper disclosure by any 

                                       9

<PAGE>
 
person of information obtained through Renaissance which is required to be held
confidential hereunder, TWC in its sole discretion may suspend or terminate this
Agreement upon not less than ten days prior written notice to Renaissance.

6.   Subscriber Billing Information.  Renaissance shall, on or before the
     ------------------------------                                      
month-end close of each month during the term of this Agreement (as determined
by TWC and provided to Renaissance by TWC in writing), deliver to TWC in a
mutually agreed upon format, the appropriate subscriber and necessary billing
related information relating to the Systems' operation for the immediately
preceding month; provided, however, that if the format in which such information
                 --------  -------                                              
is delivered by Renaissance to TWC is not an electronic format which includes
upload capacity, then Renaissance shall pay all of TWC's reasonable costs and
expenses incurred in connection with the input of such information into TWC's
computer and/or billing systems.  Renaissance promptly shall bill all
subscribers to the Systems in a manner reasonably satisfactory to TWC.

7.   Liability.
     --------- 

     7.1  Liability of TWC.  Renaissance indemnifies and holds TWC harmless from
          ----------------
and against, and shall pay and reimburse TWC for, any and all damage, loss,
liability, cost and expense of TWC (including reasonable attorneys' fees)
arising or resulting from (a) any material breach by Renaissance of  the terms
of this Agreement, or (b) TWC's services pursuant to this Agreement (excluding
those set forth in Section 7.2 below), including without limitation TWC's having
charged Renaissance programming fees which are less than the amounts charged to
TWC by any Program Service provider with respect to any Program Service carried
on the Systems; provided, however, that TWC shall notify Renaissance in writing
as soon as practicable if it receives notice from a Program Service provider of
any such undercharge with respect to the Systems.  This indemnification and
release shall survive the termination of this Agreement.

     7.2  Liability of Renaissance.  TWC indemnifies and holds Renaissance
          ------------------------                                        
harmless from and against, and shall pay and reimburse Renaissance for, any and
all damages, loss, liability, cost, or expense of Renaissance (including
reasonable attorneys' fees) arising or resulting from (a) any material breach by
TWC of the terms of this Agreement, (b) TWC's gross negligence or willful
misconduct, (c) TWC's having charged Renaissance programming fees in excess of
the amount specified in Article 4, or (d) claims of third parties arising from
programming content created by TWC which TWC has required Renaissance to
distribute on the Systems pursuant to this Agreement.  The parties acknowledge
and agree that the indemnification provided for in clause (d) of the previous
sentence shall not apply to any programming content provided by Program Service
providers which are Affiliates of TWC.  In addition, in connection with any
third party claims against Renaissance arising out of the content of the Program
Services, TWC shall make available to Renaissance any applicable
indemnifications available to TWC pursuant to the applicable contract with the
relevant Program Service 

                                       10

<PAGE>
 
provider. This indemnification and release shall survive the termination of this
Agreement.

8.   Miscellaneous.
     -------------

     8.1  Other Activities of TWC and Renaissance.  Renaissance and TWC each
          ---------------------------------------                           
acknowledge that the other is or may become engaged directly or through
Affiliates and other entities in various other cable television businesses.
Nothing herein shall be construed to prevent the continued involvement of either
TWC or Renaissance or any of their partners or respective subsidiaries or
Affiliates in other cable television businesses, whether such involvement now
exists or occurs in the future.

     8.2  TWC as Independent Contractor.  TWC, in performance of its obligations
          -----------------------------                                         
under this Agreement, is operating as an independent contractor, and not as an
employee of or agent for Renaissance.  Nothing contained in this Agreement shall
be construed to create a joint venture, partnership or other such relationship
between TWC and Renaissance.

     8.3  Cooperation.  Each party shall cooperate in good faith with the other
          -----------                                                          
in connection with the administration of this Agreement, including without
limitation keeping the other informed on a current basis regarding material
matters and responding in a reasonably prompt fashion to requests or proposals
received from the other.

     8.4  Notices.  All notices, requests, demands, applications, services of
          -------                                                            
process, and other communications that are required or may be given under this
Agreement shall be in writing and shall be deemed to have been duly given if
sent by telecopy or facsimile transmission (with telephonic confirmation with
the recipient), delivered by messenger or overnight courier, or mailed,
certified first class mail, postage prepaid, return receipt requested, to the
parties hereto at the following addresses:

     Renaissance:        Renaissance Media LLC
                         One Cablevision Center, Suite 100
                         Ferndale, NY  12734
                         Attn:  Mr. Frederick Schulte
                         Facsimile:  (914)295-2601

     With copies to:     Dow Lohnes & Albertson
                         1200 New Hampshire Avenue, N.W.
                         Suite 800
                         Washington, D.C.  20036
                         Attn:  John T. Byrnes, Esq.
                         Facsimile:  (202) 776-2222

                                       11

<PAGE>
 
                         Mr. Michael Egan
                         Renaissance Media LLC
                         One Cablevision Center
                         Ferndale, New York  12734
                         Facsimile:  (914)295-2601

                         Morgan Stanley Capital Partners
                         1221 Avenue of the Americas
                         New York, NY  10020
                         Attn:  Mr. Lawrence B. Sorrel
                         Facsimile:  (212)762-8282

                         Davis Polk & Wardwell
                         450 Lexington Avenue
                         New York, NY  10017
                         Attn:  John W. Buttrick, Esq.
                         Facsimile:  (212)450-4800

     TWC:                Time Warner Cable
                         290 Harbor Drive
                         Stamford, Connecticut 06902-6732
                         Attn: Dave O'Hayre
                         Telecopy: (203) 328-0691

     With copies to:     Time Warner Cable
                         290 Harbor Drive
                         Stamford, Connecticut 06902-6732
                         Attn: General Counsel
                         Telecopy: (203) 328-4840

                         Holland & Hart
                         P.O. Box 8749
                         555 17th Street
                         Suite 3200
                         Denver, Colorado 80201-8749 (Mail)
                         80202 (Delivery)
                         Attn: Davis O'Connor
                         Telecopy:  (303) 295-8261

or to such other address as any party shall have furnished to the other by
notice given in accordance with this Section.  Such notice shall be effective
(a) if delivered by messenger or by overnight courier, upon actual receipt, (b)
if sent by telecopy or facsimile transmission, upon telephonic confirmation of
receipt with recipient, or (c) if 

                                       12

<PAGE>
 
mailed, upon the earlier of three days after deposit in the mail and the date of
delivery as shown by the return receipt therefor.

     8.5  Assignment. Renaissance shall not assign this Agreement without the
          ----------                                                         
prior written consent of TWC.  TWC shall not assign this Agreement without the
prior written consent of Renaissance, except to any Time Warner Company or any
Affiliate in which case the consent of Renaissance shall not be required.  Any
permitted transferee shall assume the transferor's obligations and succeed to
all of the transferor's rights hereunder.

     8.6  Integration.  This Agreement constitutes the entire Agreement and
          -----------                                                      
understanding between the parties with respect to the subject matter hereof, and
may not be altered or amended except by an agreement in writing executed by both
parties hereto.

     8.7  Waiver.  No waiver of any provision of or right under this Agreement
          ------                                                              
shall be effective unless in writing and executed by the waiving party, and any
such written waiver shall be effective only with respect to the matter so waived
and not as to any other or subsequent matter.  All rights and remedies of any
party under this Agreement are cumulative of, and not exclusive of, any rights
or remedies otherwise available, and the exercise of any of such rights or
remedies shall not bar the exercise of any other rights or remedies.

     8.8  No Third Party Beneficiaries:  Except as otherwise expressly provided
          ----------------------------                                         
herein, the parties intend and agree that no person or entity shall be a third
party beneficiary of this Agreement.  Any agreement to take any action or to pay
any amount, express or implied, contained in this Agreement, shall be only for
the benefit of Renaissance and TWC and their respective permitted successors and
assigns, and such agreements shall not inure to the benefit of any other person
or entity.

     8.9  Governing Law. This Agreement shall be governed by the laws of the
          -------------                                                     
State of New York without regard to the principles of conflicts of laws.  TWC
and Renaissance agree that the federal and state courts located in the State of
New York shall have non-exclusive subject matter jurisdiction over any action in
connection with this Agreement and, by execution hereof, voluntarily submit to
personal jurisdiction of such courts.

     TWC and Renaissance have executed this Agreement effective as of the
Effective Date.

TWC:                     TIME WARNER CABLE, a Division of Time Warner
                         Entertainment Company, L.P., a Delaware limited
                         partnership

                                       13

<PAGE>
 
                         By: /s/ DAVID E. O'HAYRE
                            _____________________________________________

                            Name:   David E. O'Hayre
                            Title:  Senior Vice President, Investments


RENAISSANCE:             RENAISSANCE MEDIA LLC


                         By: /s/ FREDRICK SCHULTE
                            _____________________________________________

                            Name:   Fredrick Schulte
                            Title:  Chief Executive Officer

                                       14

<PAGE>
 
                                   EXHIBIT A
                                   ---------


                                  The Systems
                                  -----------


Lafourche, Louisiana
St. Landry, Louisiana
St. Tammany, Louisiana
Pointe Coupee, Louisiana
Picayune, Mississippi
Jackson, Tennessee



DENVER:0830962.02

                                       15