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SEC Filings

RENAISSANCE MEDIA GROUP LLC filed this Form 8-K on 03/01/1999
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the Closing Date, with respect to employees of the Renaissance Companies and the
spouse and any dependents of such employees who become employed by Buyer as of
the Closing Date.

     (d) Buyer shall assume full responsibility and liability for offering and
providing "continuation coverage" to any "covered employee" and any "qualified
beneficiary" who is covered by a "group health plan" sponsored or contributed to
by any of the Renaissance Companies who has experienced a "qualifying event" or
is receiving "continuation coverage" on or prior to the Closing. "Continuation
coverage," "covered employee," "qualified beneficiary," "qualifying event" and
"group health plan" all shall have the meanings given such terms under Section
4980B of the Code and Section 601 et seq. of ERISA. For purposes of this
Section, each employee of any Renaissance Company who experiences a loss of
healthcare coverage as the result of the transactions contemplated by this
Agreement together with his or her spouse and dependents, if any, shall be
deemed eligible for continuation coverage as provided herein.

     (e) Holdings shall cause Renaissance Media to file or cause to be filed an
application for a determination letter from the Internal Revenue Service with
respect to the Renaissance Media LLC 401(k) Plan on or before the close of the
remedial amendment period applicable in the case of disqualifying provisions
under a new plan as described in 26 C.F.R. ss. 1.401(b)-1.

     6.10 Tax Matters.

     (a) Tax Periods Ending on or Before the Closing Date. Holdings shall
prepare or cause to be prepared and file or cause to be filed all Tax Returns
for the Renaissance Companies (i) that are due on or before the Closing Date, or
(ii) that relate to taxable periods ending on or prior to the Closing Date but
are required to be filed after the Closing Date. Such Tax Returns shall be
prepared in accordance with each Renaissance Company's past custom and practice,
and, except as otherwise provided in this Agreement, allocations of items of
income and gain and loss and deduction shall be made using the
closing-of-the-books method. In the case of any Renaissance Company that is a
limited liability company, such Tax Returns shall be prepared in accordance with
the Organizational Documents of such Renaissance Company as in effect
immediately prior to the Closing Date. In preparing each Renaissance Company's
Tax Returns, Holdings shall consult with Buyer in good faith and shall provide
Buyer with drafts of such Tax Returns (together with the relevant back-up
information) for review and consent (which consent shall not be unreasonably
withheld) at least twenty days prior to filing; provided, however, if Buyer has
not provided comments on such Tax Returns to Holdings within such twenty-day
period, then such consent shall be deemed to be given and, if Buyer's comments
or refusal to provide such consent results in any penalties imposed upon
Holdings or any Renaissance Company for failing to file a timely Tax Return,
then Buyer shall be liable for and shall pay, such penalties; provided further,
however, if any such penalties for failure to file a timely Tax Return could be
avoided by filing an extension to file such Tax Return with the applicable
Governmental Authority, Holdings shall, or shall cause the appropriate
Renaissance Company to, timely file such extension. After the Closing, Buyer
shall not prepare or cause to