Exhibit 10.44


 


DISTRIBUTION AND
TRANSFER AGREEMENT


 


This Distribution and Transfer Agreement
(this “Agreement”) is entered into as of February 18, 2005 by and among
Rainbow Regional Holdings LLC, a Delaware limited liability company (“Rainbow
RPP Partner”), Fox Sports RPP Holdings, Inc., a Delaware corporation (“Fox
RPP Partner”), Rainbow National Sports Holdings LLC, a Delaware limited
liability company (“Rainbow NSP Partner”), Fox Sports Net National
Network Holdings II, LLC, a Delaware limited liability company (“Fox NSP
Partner II”), Rainbow Advertising Holdings LLC, a Delaware limited
liability company (“Rainbow NAP Partner”), Fox Sports Net National Ad
Sales Holdings II, LLC, a Delaware limited liability company (“Fox NAP
Partner II”), Rainbow Media Holdings, LLC, a Delaware limited liability
company (“RMH” and, collectively with Rainbow RPP Partner, Rainbow NSP
Partner and Rainbow NAP Partner, the “Rainbow Parties”), Fox Sports Net
Bay Area Holdings, LLC, a Delaware limited liability company (“Fox Former
Pacific Partner”), Regional Pacific Holdings II, L.L.C., a Delaware limited
liability company (“RPP Pacific Partner II”), Fox Sports Net
Chicago Holdings, LLC, a Delaware limited liability company (“Fox
Former Chicago Partner”), Fox Sports Net, Inc., a Delaware corporation (“Fox
Sports Net” and, collectively with Fox RPP Partner, Fox NSP Partner II, Fox
NAP Partner II, Fox Former Pacific Partner and Fox Former Chicago Partner, the “Fox
Parties”).  Capitalized terms used
but not otherwise defined herein shall have the meanings set forth in
Section 1.1 hereof.


 


RECITALS


 


WHEREAS, Rainbow RPP Partner and Fox RPP
Partner own Regional Programming Partners, a New York general partnership (“RPP”),
which owns all of the membership interests or common stock, as applicable, of
the following 19 entities:


 


A.                                   Radio
City Networks Holdings I, LLC, a Delaware limited liability company (“RPP
Radio City Partner I”);


 


B.                                     Radio
City Networks Holdings II, LLC, a Delaware limited liability company (“RPP
Radio City Partner II”);


 


C.                                     Regional
NE Holdings I LLC, a Delaware limited liability company (“RPP NE Partner I”);


 


D.                                    Regional
NE Holdings II, L.L.C., a Delaware limited liability company (“RPP NE
Partner II”);


 


E.                                      Regional
MSG Holdings LLC, a Delaware limited liability company (“RPP MSG Partner I”);


 


F.                                      Rainbow
Garden Corporation, a Delaware corporation (“RPP MSG Partner II”);


 





















 


G.                                     Regional
Ohio Holdings I LLC, a Delaware limited liability company (“RPP Ohio Partner
I”);


 


H.                                    Regional
Ohio Holdings II LLC, a Delaware limited liability company (“RPP Ohio
Partner II”);


 


I.                                         Metro
Channel Holdings I, LLC, a Delaware limited liability company (“RPP
Metro Channel Partner I”);


 


J.                                        Metro
Channel Holdings II, LLC, a Delaware limited liability company (“RPP
Metro Channel Partner II”);


 


K.                                    Regional
Cincinnati Holdings I LLC, a Delaware limited liability company (“RPP
Cincinnati Partner I”);


 


L.                                      Regional
Cincinnati Holdings II LLC, a Delaware limited liability company (“RPP
Cincinnati Partner II”);


 


M.                                 SC
Florida Holding Company, L.L.C., a Delaware limited liability company (“RPP
Florida Partner I”);


 


N.                                    SportsChannel
Florida Holding Company, L.L.C., a Delaware limited liability company (“RPP
Florida Partner II”);


 


O.                                    Regional
Pacific Holdings LLC, a Delaware limited liability company (“RPP Pacific
Partner I”);


 


P.                                      Regional
Pacific Holdings II, L.L.C., a Delaware limited liability company (“RRP
Pacific Partner II”);


 


Q.                                    Regional
Chicago Holdings, L.L.C., a Delaware limited liability company (“RPP Chicago
Partner I”);


 


R.                                     Regional
Chicago Holdings II, L.L.C., a Delaware limited liability company (“RPP
Chicago Partner II”); and


 


S.                                      WSN,
LLC, a Delaware limited liability company (“WSN”).


 


WHEREAS, Rainbow NSP Partner and Fox Sports
Net National Network Holdings, LLC, a Delaware limited liability company (“Fox
NSP Partner I”), own National Sports Partners, a New York general
partnership (“NSP”), which, among other things, owns and operates a
national sports network under the name Fox Sports Net.


 


WHEREAS, Rainbow NAP Partner and Fox Sports
Net Ad Sales Holdings LLC, a Delaware limited liability company (“Fox NAP
Partner I”), own National Advertising Partners, a New York general
partnership (“NAP”), which, among


 


2





















 


other things, owns and operates
a national advertising business to sell advertising for national and regional
sports networks.


 


Pursuant to this Agreement:


 


1.                                       RMH shall
contribute $100,000 of cash to RPP and in consideration thereof shall receive a
0.1% general partnership interest in RPP;


 


Thereafter, in simultaneous transactions:


 


2.                                       The note payable
(the “Pacific Note”) issued by RPP Pacific Partner II to Fox Former
Pacific Partner shall be assigned by Fox Former Pacific Partner to Fox RPP
Partner and then shall be contributed by Fox RPP Partner to RPP as a capital
contribution for no additional ownership interest or percentage interest and
the security interest in the partnership interest in SportsChannel Pacific
Associates owned by RPP Pacific Partner II for the benefit of Fox Former Pacific
Partner shall be released and terminated and RPP shall contribute the Pacific
Note to RPP Pacific Partner II as a capital contribution;


 


3.                                       The note payable
(the “Chicago Note”) issued by RPP Chicago Partner II to Fox Former
Chicago Partner shall be assigned by Fox Former Chicago Partner to Fox RPP
Partner and then shall be contributed by Fox RPP Partner to RPP as a capital
contribution for no additional ownership interest or percentage interest and
the security interest in the partnership interest in SportsChannel Pacific
Associates owned by RPP Pacific Partner II for the benefit of Fox Former
Chicago Partner shall be released and terminated and RPP shall contribute the
Chicago Note to RPP Chicago Partner II as a capital contribution;


 


4.                                       RPP shall form
Pacific Regional Programming Partners, a New York general partnership (“Pacific
RPP”), and shall contribute all of its right, title and interest in its
ownership interests in the following entities to Pacific RPP:


 


•                  RPP
Pacific Partner I; and


 


•                  RPP
Pacific Partner II.


 


5.                                       The Notes shall
be cancelled;


 


6.                                       RPP shall
distribute all its right, title and interest in a 60% general partnership
interest in Pacific RPP to Rainbow RPP Partner or its designee;


 


7.                                       RPP shall redeem
all of the partnership interests in RPP owned by Fox RPP Partner in exchange
for all RPP’s right, title and interest in a 40% general partnership interest
in Pacific RPP and its ownership interests in the following entities
(collectively, the “Fox Distributed Entities”):


 


3





















 


•                  RPP
Ohio Partner I;


 


•                  RPP
Ohio Partner II;


 


•                  RPP
Cincinnati Partner I;


 


•                  RPP
Cincinnati Partner II;


 


•                  RPP
Florida Partner I; and


 


•                  RPP
Florida Partner II.


 


8.                                       The partnership
agreement of Pacific RPP shall be executed and delivered substantially in the
form set forth in Exhibit A hereto;


 


9.                                       Fox RPP Partner
shall release and terminate all of its right, title and interest in its
membership interest in MSG Flight Operations, LLC;


 


10.                                 In consideration of
the payment of $1.00 from Fox NSP Partner II to Rainbow NSP Partner, RMH
shall cause Rainbow NSP Partner to transfer all of its right, title and
interest to its entire general partnership interest in NSP to Fox NSP
Partner II;


 


11.                                 In consideration of
the payment of $1.00 from Fox NAP Partner II to Rainbow NAP Partner, RMH
shall cause Rainbow NAP Partner to transfer all of its right, title and
interest to its entire general partnership interest in NAP to Fox NAP Partner
II;


 


12.                                 Rainbow RPP Partner
shall cause each of SportsChannel Associates, SportsChannel New England Limited
Partnership, SportsChannel Pacific Associates and SportsChannel Chicago
Associates to enter into amended and restated affiliation agreements with NSP
in the form set forth in Exhibit B hereto and such entities and MSG shall
enter into amended and restated advertising representation agreements with NAP
in the form set forth in Exhibit C hereto; and


 


13.                                 The parties shall
execute mutual releases in the form set forth in Exhibit D hereto.


 


TERMS OF AGREEMENT


 


In consideration of the mutual
representations, warranties, covenants and agreements contained herein and for
other good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, the parties hereto agree as follows:


 


4





















 


ARTICLE I


 


DEFINITIONS


 


Section 1.1                                      Defined Terms.  As used herein the following terms shall have
the following meanings:


 


“Acquiror” has the meaning set forth
in Section 8.2(c) hereof


 


“Advertising Representation Agreement
Amendments” means the advertising representation agreements between each of
SportsChannel Associates, SportsChannel New England Limited Partnership, the
Pacific Partnership, MSG and the Chicago Partnership, on the one hand, and NAP,
on the other hand, substantially in the form of Exhibit C hereto.


 


“Affiliate” shall have the meaning
ascribed to it in Rule 405 of the rules promulgated under the Securities Act,
as in effect on the date hereof.


 


“Affiliation Agreement Amendments”
means the affiliation agreements between each of SportsChannel Associates,
SportsChannel New England Limited Partnership, the Pacific Partnership and the
Chicago Partnership, on the one hand, and NSP, on the other hand, substantially
in the form of Exhibit B hereto.


 


“Agreement” shall mean this
Distribution and Transfer Agreement including all Exhibits and Schedules
hereto.


 


“Basket Amount” has the meaning set
forth in Section 10.2(a).


 


“Business Employee” means any
employee, consultant or independent contractor who is on the payroll of Fox
Distributed Partnerships, Fox Distributed Entities or any of their respective
ERISA Affiliates (including, without limitation, any employee, consultant or
independent contractor who is paid through a payroll service), who is employed
by or associated with Fox Distributed Partnerships or Fox Distributed Entities,
and whose services are primarily related to the Fox Distributed Partnerships or
Fox Distributed Entities, whether such employee is actively at work or on leave
of absence, disability or medical leave.


 


“Cablevision” means Cablevision
Systems Corporation, a Delaware corporation.


 


“Chicago Note” means the note payable,
dated as of December 12, 2003, issued by RPP Chicago Partner II to Fox Former
Chicago Partner.


 


“Chicago Partnership” means
SportsChannel Chicago Associates, a New York general partnership.


 


5





















 


“Cincinnati Partnership” means
SportsChannel Cincinnati Associates, a New York general partnership.


 


“Closing” has the meaning specified in
Article III of this Agreement.


 


“Closing Date” has the meaning
specified in Article III of this Agreement.


 


“COBRA” means the Consolidated Omnibus
Budget Reconciliation Act of 1985.


 


“Code” means the Internal Revenue Code
of 1986, as amended.


 


“Consent” has the meaning set forth in
Section 4.3 hereof.


 


“Contract” means any indenture, lease,
sublease, loan agreement, mortgage, note, commitment, obligation or other
contract, agreement or instrument, whether written or oral.


 


“Covered Interest” has the meaning set
forth in Section 8.2(a) hereof.


 


“Covered Region” means the New York
Region or the Pacific Region.


 


“Employee Benefit Plan” has the
meaning specified in Section 7.6(a) hereof.


 


“Employing Partnership” has the
meaning specified in Section 8.8 hereof.


 


“Employment Period” has the meaning
specified in Section 8.8 hereof.


 


“ERISA” means the Employee Retirement
Income Security Act of 1974, as amended.


 


“ERISA Affiliate” of any entity means
any other entity (whether or not incorporated) that, together with such entity,
would be treated as a single employer under Section 414 of the Code or
Section 4001 of ERISA.


 


“FCS Agreement” has the meaning
specified in Section 11.13.


 


“Financial Statements” means, for the
Florida Partnership and for the Cincinnati Partnership and Ohio Partnership in
the aggregate, the statement of operations for the year ended December 31, 2004
and the balance sheet as of December 31, 2004, in each case prepared in
accordance with GAAP applied on a consistent basis through the periods
presented (subject to the inclusion of footnotes and other adjustments in
connection with the preparation of audited financial statements, which are not
expected to be material in amount).


 


6





















 


“Florida Partnership” means
SportsChannel Florida Associates, a New York general partnership.


 


“Florida Region” means the state of
Florida.


 


“Fox Cable” has the meaning specified
in Section 11.13.


 


“Fox Distributed Entities” means RPP
Cincinnati Partner I, RPP Cincinnati Partner II, RPP Florida Partner I, RPP
Florida Partner II, RPP Ohio Partner I and RPP Ohio Partner II.


 


“Fox Distributed Partnerships” means
Cincinnati Partnership, Florida Partnership and Ohio Partnership.


 


“Fox Former Chicago Partner” means Fox
Sports Net Chicago Holdings, LLC, a Delaware limited liability company.


 


“Fox Former Pacific Partner” means Fox
Sports Net Bay Area Holdings, LLC, a Delaware limited liability company.


 


“Fox Indemnified Parties” has the
meaning set forth in Section 10.2(b).


 


“Fox Indemnified Liability” has the
meaning set forth in Section 10.2(b).


 


“Fox Indemnifying Parties” has the
meaning set forth in Section 10.2(a).


 


“Fox NAP Partner I” means Fox Sports
Net National Ad Sales Holdings II, LLC, a Delaware limited liability company.


 


“Fox NAP Partner II” means Fox Sports
Net National Ad Sales Holdings, LLC, a Delaware limited liability company.


 


“Fox NSP Partner I” means Fox Sports
Net National Network Holdings, LLC, a Delaware limited liability company.


 


“Fox NSP Partner II” means Fox Sports
Net National Network Holdings II, LLC, a Delaware limited liability
company.


 


“Fox Pacific Restriction Date” means
the day on which either (i) Fox RPP Partner (or any Affiliate of Fox RPP
Partner) or (ii) Rainbow RPP Partner Sub (or an Affiliate of Rainbow RPP
Partner Sub) ceases to be a partner of the Pacific Partnership, unless, in
either case, the transferee of or successor to such partnership interest agrees
to be bound by the provisions of Section 8.2(c), in which event, (a) if
Fox RPP Partner (or any Affiliate of Fox RPP Partner) is the party that has
ceased to be a partner of the Pacific Partnership, the Fox Pacific Restriction
Date shall be deferred for two (2) years from such date, or (b) if Rainbow RPP
Partner Sub (or an Affiliate of Rainbow RPP Partner Sub) is the party that has
ceased to be a partner of the Pacific Partnership, the Fox Pacific


 


7





















 


Restriction Date shall be
deferred and such transferee or successor shall thereafter be treated as
Rainbow RPP Partner Sub when applying clause (ii) of this definition of the Fox
Pacific Restriction Date.


 


“Fox Parties” means Fox RPP Partner,
Fox NSP Partner II, Fox NAP Partner II, Fox Sports Net, Fox Former Pacific
Partner and Fox Former Chicago Partner.


 


“Fox Release” means the Release
executed by Fox Sports Net, on behalf of itself and its subsidiaries and
affiliates, substantially in the form attached as Exhibit D-2.


 


“Fox RPP Partner” means Fox Sports RPP
Holdings, Inc., a Delaware corporation.


 


“Fox Sports Net” means Fox Sports Net,
Inc., a Delaware corporation.


 


“GAAP” shall mean generally accepted
accounting principles in the United States as in effect from time to time and
as consistently applied.


 


“Governmental Authority” means any
nation or government, any state or other political subdivision thereof, and any
entity or official exercising executive, legislative, judicial regulatory or
administrative functions of or pertaining to government.


 


“Hart-Scott Rodino Act” means the
Hart-Scott Rodino Antitrust Improvements Act of 1976, as amended.


 


“Indemnified Parties” has the meaning
specified in Section 10.2(a) hereof.


 


“Indemnifying Parties” has the meaning
specified in Section 10.2(a) hereof.


 


“League Consents” means the consent
and approval of the National Basketball Association and the National Hockey
League to the distribution of MSG Partner I and MSG Partner II from RPP to
Rainbow RPP Partner and the other transactions contemplated hereby.


 


“Liabilities” means any and all debts,
liabilities to pay money and obligations to pay money, whether accrued or
fixed, absolute or contingent, matured or unmatured or determined or
determinable.  For the avoidance of
doubt, the term Liabilities is not intended to include obligations of a Person
to perform under or comply with any law, action, judgment or Contract (in each
case, other than an obligation to pay money) but would include such obligations
if there has been a default or failure to perform or comply by such Person with
any such obligation if such default or failure would, with the giving of notice
or passage of time or both, reasonably be expected to result in a monetary
obligation.


 


8





















 


“Liability Limit” has the meaning
specified in Section 10.2(a) of this Agreement.


 


“Lien” means any mortgage, pledge,
security interest, encumbrance, restriction, lien or charge of any kind
(including, without limitation, any conditional sale or other title retention
agreement, any lease in the nature thereof, the filing of or agreement to give
any financing statement under the Uniform Commercial Code or comparable law of
any jurisdiction in connection with such mortgage, pledge, security interest,
encumbrance, restriction, lien or charge).


 


“Losses” has the meaning specified in
Section 10.2(a) of this Agreement.


 


“Material Contract” has the meaning
specified in Section 7.4 of this Agreement.


 


“Metro Channel” means Metro Channel,
L.L.C., a Delaware limited liability company.


 


“MSG” means Madison Square Garden,
L.P., a Delaware limited partnership.


 


“NAP” means National Advertising
Partners, a New York general partnership.


 


“NAP Transferred Interest” means the
fifty percent (50%) general partnership interest in NAP being transferred by
Rainbow NAP Partner to Fox NAP Partner II.


 


“New England Partnership” means
SportsChannel New England Limited Partnership, a Connecticut limited
partnership.


 


“New York Region” means the geographic
region listed on Schedule 1.1.


 


“Notes” means collectively the Pacific
Note and the Chicago Note.


 


“NSP” means National Sports Partners,
a New York general partnership.


 


“NSP Transferred Interest” means the
fifty percent (50%) general partnership interest in NSP being transferred by
Rainbow NSP Partner to Fox NSP Partner II.


 


“Ohio Partnership” means SportsChannel
Ohio Associates, a New York general partnership.


 


“Order” has the meaning specified in
Section 9.1(b) hereof.


 


9





















 


“Pacific Note” means the note payable,
dated as of December 12, 2003, issued by RPP Pacific Partner II to Fox Former
Pacific Partner.


 


“Pacific Partnership” means
SportsChannel Pacific Associates, a New York general partnership.


 


“Pacific Region” means the geographic
regions listed on Schedule 1.2.


 


“Pacific RPP” means Pacific Regional
Programming Partners, a New York general partnership.


 


“Pacific RPP Partnership Agreement”
means the General Partnership Agreement of Pacific Regional Programming
Partners, dated the Closing Date, substantially in the form of Exhibit B
hereto.


 


“Partner Loans” means loans made by
the partners of the Partnership to the Partnership pursuant to the terms of the
Partnership Agreement.


 


“Partnerships” means each of RPP, NSP,
NAP, Radio City Networks, the New England Partnership, MSG, the Ohio
Partnership, Metro Channel, the Cincinnati Partnership, the Florida
Partnership, the Pacific Partnership, the Chicago Partnership and WSN.


 


“Pay
Television” means any method, whether presently existing or hereafter
developed, of distribution or dissemination (whether microwave, satellite,
over-the-air, fiber-optics or otherwise) of video, audio and/or similar signals
other than by means of conventional over-the-air broadcast television, and
shall be deemed to include without limitation cable television, any other form
of wire delivery, over-the-air pay television, multipoint distribution system
television, direct to home satellite television, TVRO, DBS, subscription
television, computer distribution (e.g., Internet), pay-per-view television,
low power television and closed circuit television, whether positioned on a
premium, basic or other basis.


 


“PBGC” has the meaning specified in
Section 7.6(f) hereof.


 


 “Person”
means an individual, partnership, limited liability company, corporation,
business trust, joint stock company, trust, unincorporated association, joint
venture, Governmental Authority or other entity, of whatever nature.


 


 “Pledge
Agreement” means the Pledge Agreement, dated as of December 12, 2003,
by and among the RPP Pacific Partner I, RPP Pacific Partner II, Fox Former
Pacific Partner and Fox Former Chicago Partner.


 


“Programming Rights” has the meaning
set forth in Section 8.2(a) hereof.


 


10





















 


“Radio City Networks” means Radio
Networks LLC, a Delaware limited liability company.


 


“Rainbow Indemnified Parties” has the
meaning set forth in Section 10.2(a).


 


“Rainbow Indemnified Liability” has
the meaning set forth in Section 10.2(a).


 


“Rainbow Indemnifying Parties” has the
meaning set forth in Section 10.2(b).


 


“Rainbow NAP Partner” means Rainbow
Advertising Holdings LLC, a Delaware limited liability company.


 


“Rainbow NSP Partner” means Rainbow
National Sports Holdings LLC, a Delaware limited liability company.


 


“Rainbow Pacific Restriction Date” means
the day on which either (i) Fox RPP Partner (or any Affiliate of Fox RPP
Partner) or (ii) Rainbow RPP Partner Sub (or an Affiliate of Rainbow RPP
Partner Sub) ceases to be a partner of the Pacific Partnership, unless, in
either case, the transferee of or successor to such partnership interest agrees
to be bound by the provisions of Section 8.2(c), in which event, (a) if
Rainbow RPP Partner Sub (or any Affiliate of Rainbow RPP Partner Sub) is the
party that has ceased to be a partner of the Pacific Partnership, the Rainbow
Pacific Restriction Date shall be deferred for two (2) years from such date, or
(b) if Fox RPP Partner (or an Affiliate of Fox RPP Partner) is the party that
has ceased to be a partner of the Pacific Partnership, the Rainbow Pacific Restriction
Date shall be deferred and such transferee or successor shall thereafter be
treated as Fox RPP Partner when applying clause (i) of this definition of the
Rainbow Pacific Restriction Date.


 


“Rainbow Parties” means RMH, Rainbow
NAP Partner, Rainbow NSP Partner and Rainbow RPP Partner.


 


“Rainbow Release” means the Release
executed by RMH, on behalf of itself and its subsidiaries and affiliates,
substantially in the form attached as Exhibit D-1.


 


“Rainbow RPP Partner” means Rainbow
Regional Holdings LLC, a Delaware limited liability company.


 


“Rainbow RPP Partner Sub” means
Rainbow Regional Holdings Sub LLC, a Delaware limited liability company.


 


“Rainbow RSNs” has the meaning
specified in Section 11.13.


 


11





















 


“Regional” shall mean a Pay Television
sports programming service featuring sporting events and other sports
programming on a local or regional basis in regions in the United States, and
in which Fox Sports Net or RMH (or their respective Affiliates), or both, has
an ownership interest on the date hereof.


 


“Releases” means, collectively, the
Fox Release and the Rainbow Release.


 


“Requirement of Law” means as to any
Person, any domestic or foreign and federal, state or local law, rule,
regulation, statute or ordinance or determination of any arbitrator or a court
or other Governmental Authority, in each case applicable to or binding upon
such Person or any of its properties or to which such Person or any of its
property is subject.


 


“RMH” means Rainbow Media Holdings,
LLC, a Delaware limited liability company.


 


“RNC Agreement Amendments” means the
amendments to the agreements between Rainbow Network Communications and each of
Fox Sports Net Ohio and Fox Sports Net Florida, substantially in the form
attached as Exhibit E hereto.


 


“RPP” means Regional Programming
Partners, a New York general partnership.


 


“RPP Chicago Partner I” means Regional
Chicago Holdings, L.L.C., a Delaware limited liability company.


 


“RPP Chicago Partner II” means
Regional Chicago Holdings II, L.L.C., a Delaware limited liability company.


 


“RPP Cincinnati Partner I” means
Regional Cincinnati Holdings I LLC, a Delaware limited liability company.


 


“RPP Cincinnati Partner II” means
Regional Cincinnati Holdings II LLC, a Delaware limited liability company.


 


“RPP Florida Partner I” means SC
Florida Holding Company, L.L.C., a Delaware limited liability company.


 


“RPP Florida Partner II” means
SportsChannel Florida Holding Company, L.L.C., a Delaware limited liability
company.


 


“RPP Metro Channel Partner I” means
Metro Channel Holdings I, LLC, a Delaware limited liability company.


 


“RPP Metro Channel Partner II” means
Metro Channel Holdings II, LLC, a Delaware limited liability company.


 


12





















 


“RPP MSG Partner I” means Regional MSG
Holdings LLC, a Delaware limited liability company.


 


“RPP MSG Partner II” means Rainbow
Garden Corporation, a Delaware corporation.


 


“RPP NE Partner I” means Regional NE
Holdings I LLC, a Delaware limited liability company.


 


“RPP NE Partner II” means Regional NE
Holdings II, L.L.C., a Delaware limited liability company.


 


“RPP Ohio Partner I” means Regional
Ohio Holdings I LLC, a Delaware limited liability company.


 


“RPP Ohio Partner II” means Regional
Ohio Holdings II LLC, a Delaware limited liability company.


 


“RPP Pacific Partner I” means Regional
Pacific Holdings, L.L.C., a Delaware limited liability company.


 


“RPP Pacific Partner II” means
Regional Pacific Holdings II, L.L.C., a Delaware limited liability company.


 


“RPP Radio City Partner I” means Radio
City Networks Holdings I, LLC, a Delaware limited liability company.


 


“RPP Radio City Partner II” means
Radio City Networks Holdings II, LLC, a Delaware limited liability company.


 


“Securities Act” means the Securities
Act of 1933, as amended.


 


“Side Letter to the Formation Agreement”
means the Letter Agreement, dated as of December 18, 1997, by and between
Rainbow Media Sports Holdings, Inc. and Fox Sports Net, LLC.


 


“Taxes” shall mean all taxes, charges,
fees, duties, levies, penalties or other assessments, including, without
limitation, income, gross receipts, excise, real and personal property, sales,
use, transfer, license, payroll, withholding, social security, medicare,
franchise, gains, built-in gains, unemployment insurance, workers’
compensation, employer health tax or other taxes, imposed by any Governmental
Authority and shall include any interest, penalties or additions to tax
attributable to any of the foregoing, including, without limitation, any
liability for Taxes as a transferee or successor, by contract or otherwise.


 


13





















 


“Tax Return” shall mean all returns,
declarations, reports, forms, estimates, information returns, statements or
other documents (including any related or supporting information) filed or
required to be filed with or supplied to any Governmental Authority in
connection with any Taxes.


 


“Transaction Documents” means,
collectively, this Agreement, the Releases, the Advertising Representation
Agreements and the Affiliation Agreement Amendments.


 


“Transferred Employees” has the
meaning specified in Section 8.8 hereof.


 


“Transferred Interests” means,
collectively, the NAP Transferred Interest and the NSP Transferred Interest.


 


“WSN” means WSN, LLC, a Delaware
limited liability company.


 


Section 1.2                                      Other
Definitional Provisions.


 


(a)                                  All
terms defined in this Agreement shall have the defined meanings when used in
any certificates, reports or other documents made or delivered pursuant hereto
or thereto, unless the context otherwise requires.


 


(b)                                 Terms
defined in the singular shall have a comparable meaning when used in the
plural, and vice versa.


 


(c)                                  The
words “hereof,” “herein” and “hereunder,” and words of similar import, when
used in this Agreement shall refer to this Agreement as a whole (including any
Exhibits or Schedules hereto) and not to any particular provision of this
Agreement.


 


ARTICLE II


 


DISTRIBUTION AND TRANSFER


 


Section 2.1                                      Distributions
and Transfers.  Subject to the terms
and conditions of this Agreement, at the Closing:


 


(a)                                  RMH
shall make a capital contribution of $100,000 in cash to RPP and in
consideration thereof shall receive a 0.1% general partnership interest in RPP;


 


Thereafter, in simultaneous transactions:


 


(b)                                 the
Pacific Note shall be assigned by Fox Former Pacific Partner to Fox RPP Partner
and then shall be contributed by Fox RPP Partner to RPP, and the security
interest in the general partnership interest in SportsChannel Pacific
Associates


 


14





















 


owned by RPP Pacific Partner II pursuant to the Pledge Agreement shall
be released and terminated by Fox Former Pacific Partner;


 


(c)                                  the
Chicago Note shall be assigned by Fox Former Chicago Partner to Fox RPP Partner
and then shall be contributed by Fox RPP Partner to RPP pursuant to a
contribution agreement, and the security interest in the general partnership
interest in SportsChannel Pacific Associates owned by RPP Pacific Partner II
pursuant to the Pledge Agreement shall be released and terminated by Fox Former
Chicago Partner;


 


(d)                                 the
Pacific Note shall be assigned by RPP to RPP Pacific Partner II;


 


(e)                                  the
Chicago Note shall be assigned by RPP to RPP Chicago Partner II;


 


(f)                                    RPP
shall form Pacific RPP and shall contribute all its right, title and interest
in RPP Pacific Partner I and RPP Pacific Partner II, representing all
of RPP’s interests in RPP Pacific Partner I and RPP Pacific
Partner II, to Pacific RPP;


 


(g)                                 the
holder of the Pacific Note shall execute and deliver a release and cancellation
releasing, canceling and terminating all obligations of RPP Pacific Partner II
under the Pacific Note;


 


(h)                                 the
holder of the Chicago Note shall execute and deliver a release and cancellation
releasing, canceling and terminating all obligations of RPP Chicago Partner II
under the Chicago Note;


 


(i)                                     RPP
shall distribute all its right, title and interest in a 60% general partnership
interest in Pacific RPP to Rainbow RPP Partner;


 


(j)                                     RPP
shall redeem all of the partnership interests owned by Fox RPP Partner in RPP
in exchange for all its right, title and interest in a 40% general partnership
interest in Pacific RPP and the Fox Distributed Entities, representing all of
RPP’s interests in the Fox Distributed Entities, to Fox RPP Partner;


 


(k)                                  RPP
Partner shall execute and deliver the assignment and release agreement in
connection with the termination of its interest in MSG Flight Operations, LLC;


 


(l)                                     In
consideration of the payment or $1.00 from Fox NSP Partner II to Rainbow NSP
Partners, RMH shall cause Rainbow NSP Partner to sell, transfer, assign, convey
and deliver to Fox NSP Partner II its entire general partnership interest in
NSP (the “NSP Transferred Interest”); and


 


(m)                               In
consideration of the payment of $1.00 from Fox NAP Partner II to Rainbow
NAP Partner, RMH shall cause Rainbow NAP Partner to sell, transfer,


 


15





















 


assign, convey and deliver to Fox NAP Partner II its entire general
partnership interest in NAP (the “NAP Transferred Interest” and,
collectively with the NSP Transferred Interest, the “Transferred Interests”).


 


ARTICLE III


 


CLOSING


 


Section 3.1                                      Closing.  The transactions contemplated herein shall be
consummated at a closing (the “Closing”) to be held at the offices of
Sullivan & Cromwell LLP, 125 Broad Street, New York, New York 10004 (or at
such other place or places as the parties may agree) at 10:00 a.m. on such date
(the “Closing Date”) that is three (3) business days subsequent to the
date that any applicable Hart-Scott Rodino Act waiting period has expired or
been terminated and all other conditions to the Closing, including the receipt
of the League Consents, shall have been satisfied or waived.  All transactions at Closing shall be deemed
to take place simultaneously and none shall be deemed to take place unless and
until all shall have taken place.  The
Rainbow Parties collectively and the Fox Parties collectively shall have the
right to waive receipt of any documents at Closing.  At the Closing, the following shall occur:


 


(a)                                  Rainbow
RPP Partner and Fox RPP Partner shall cause RPP to deliver the following to the
Rainbow Parties and the Fox Parties:


 


(i)                                     the
contribution agreements with respect to the Pacific Note and the Chicago Note;


 


(ii)                                  the
release and termination agreement with respect to the security interest in the
general partnership interest in SportsChannel Pacific Associates owned by RPP
Pacific Partner II pursuant to the Pledge Agreement;


 


(iii)                               the
assignment agreements with respect to the Pacific Note and the Chicago Note;


 


(iv)                              the
assignment and assumption agreement with respect to the contribution of RPP
Pacific Partner I and RPP Pacific Partner II to Pacific RPP;


 


(v)                                 the
contribution agreement with respect to the capital contribution by RMH to RPP;


 


(vi)                              the
assignment and assumption agreements with respect to RPP’s 60% general
partnership interest in Pacific RPP;


 


(vii)                           the
assignment and assumption agreement with respect to the redemption of the
partnership interest owned by Fox RPP Partner in RPP in exchange for a 40%
general partnership interest in Pacific RPP and the Fox Distributed Entities;
and


 


16





















 


(viii)                        such
other documents as may be necessary in the reasonable opinion of the Rainbow
Parties or the Fox Parties to transfer ownership of the 60% general partnership
interest in Pacific RPP and the Fox Distributed Entities, free and clear of any
Liens, or to evidence the satisfaction of any other obligation of RPP and its
subsidiaries hereunder.


 


(b)                                 The
Rainbow Parties shall deliver the following to the Fox Parties:


 


(i)                                     The
contribution agreement with respect to the capital contribution by RMH to RPP;


 


(ii)                                  the
assignment and assumption agreements with respect to a 60% general partnership
interest in Pacific RPP;


 


(iii)                               the
assignment and assumption agreements with respect to the Transferred Interests;


 


(iv)                              copies
of all documents evidencing League Consents and required consents and
governmental approvals, if any, as may be required by or with respect to this
Agreement or the transactions contemplated hereby to be obtained by the Rainbow
Parties on or prior to the Closing Date;


 


(v)                                 a
certificate dated as of the Closing Date, duly signed by an authorized officer
of each of the Rainbow Parties, certifying that (a) the representations and
warranties of such Rainbow Party are true and correct in all material respects
at and as of the Closing Date with the same force and effect as though made at
and as of that time, except that those representations and warranties which
address matters only as of a particular date shall remain true and correct in
all material respects as of such date, and (b) that all obligations required to
be performed by such Rainbow Party under this Agreement on or prior to the
Closing Date have been complied with and performed in all material respects;


 


(vi)                              the
Pacific RPP Partnership Agreement;


 


(vii)                           the
Advertising Representation Agreement Amendments;


 


(viii)                        the
Affiliation Agreement Amendments;


 


(ix)                                the
Rainbow Release;


 


(x)                                   the
RNC Agreement Amendments;


 


(xi)                                an
agreement terminating the Reimbursement Agreement other than as to any
obligation relating to the Pacific Partnership; and


 


17





















 


(xii)                             such
other documents as may be necessary in the reasonable opinion of the Fox
Parties to transfer ownership of the 40% general partnership interest in
Pacific RPP, the Fox Distributed Entities and the Transferred Interests, free
and clear of any Liens, or to evidence the satisfaction of any other obligation
of the Rainbow Parties hereunder.


 


(c)                                  The
Fox Parties shall deliver the following to the Rainbow Parties:


 


(i)                                     The
contribution agreements and the release and termination agreements to be
executed by Fox Former Pacific Partner and Fox Former Chicago Partner;


 


(ii)                                  the
release and cancellations in connection with the termination of the Notes;


 


(iii)                               the
assignment and assumption agreements with respect to a 40% general partnership
interest in Pacific RPP and the Fox Distributed Entities;


 


(iv)                              the
assignment and release agreement in connection with the termination of the
interest of Fox RPP Partner in MSG Flight Operations, LLC;


 


(v)                                 the
assignment and assumption agreements with respect to the Transferred Interests;


 


(vi)                              copies
of all documents evidencing League Consents and required consents and
governmental approvals, if any, as may be required by or with respect to this
Agreement or the transactions contemplated hereby to be obtained by the Fox
Parties on or prior to the Closing Date;


 


(vii)                           a
certificate, dated as of the Closing Date, duly signed by an authorized officer
of each of the Fox Parties, certifying that (a) the representations and
warranties of such Fox Party are true and correct in all material respects at
and as of the Closing Date and with the same force and effect as though made at
and as of that time, except that those representations and warranties which
address matters only as of a particular date shall remain true and correct in
all material respects as of such date, and (b) that all obligations required to
be performed by such Fox Party under this Agreement on or prior to the Closing
Date have been complied with and performed in all material respects;


 


(viii)                        the
Pacific RPP Partnership Agreement;


 


(ix)                                the
Advertising Representation Agreement Amendments;


 


(x)                                   the
Affiliation Agreement Amendments;


 


(xi)                                the
Fox Release;


 


18





















 


(xii)                             the
RNC Agreement Amendments;


 


(xiii)                          an
agreement terminating the Reimbursement Agreement other than as to any
obligation relating to the Pacific Partnership; and


 


(xiv)                         such
other documents as may be necessary in the reasonable opinion of the Rainbow
Parties to transfer ownership of the 60% general partnership interest in
Pacific RPP, free and clear of any Liens, or to evidence the satisfaction of
any other obligation of the Fox Parties hereunder.


 


ARTICLE IV


 


[INTENTIONALLY OMITTED]


 


ARTICLE V


 


REPRESENTATIONS AND WARRANTIES OF THE RAINBOW PARTIES


 


Each Rainbow Party represents and warrants to
the Fox Parties as follows:


 


Section 5.1                                      Limited Liability Status.  Such Rainbow Party is a limited liability
company duly organized, validly existing and in good standing under the laws of
the State of Delaware.  Such Rainbow
Party has all requisite power and authority to own or lease, as the case may
be, its properties and to carry on its business as now conducted.  There is no pending or, to the best of the
knowledge of such Rainbow Party, threatened proceeding or other action by any
other party with respect to the dissolution, liquidation, insolvency or
rehabilitation of such Rainbow Party.


 


Section 5.2                                      Power and Authority; Enforceability.  Such Rainbow Party has the power and
authority to execute and deliver the Transaction Documents to which it is a
party and to perform its obligations hereunder and thereunder and consummate
the transactions contemplated hereby and thereby.  Such Rainbow Party has taken all necessary
limited liability company action to authorize the execution, delivery and
performance of the Transaction Documents to which it is a party and the
transactions contemplated hereby and thereby by it.  Each of the Transaction Documents has been
duly executed and delivered by such Rainbow Party to the extent a party thereto
and constitutes a legal, valid and binding obligation of such Rainbow Party,
enforceable against such Rainbow Party in accordance with its terms, except as
the same may be limited by applicable bankruptcy, insolvency, reorganization,
moratorium or similar laws affecting the enforcement of creditors’ rights
generally and general equitable principles, regardless of whether such
enforceability is considered in a proceeding at law or in equity.


 


19





















 


Section 5.3                                      Consents/Approvals.  Other than as described in Section 8.7 and
other than the consents described on Schedule 5.3, no consents, filings,
authorizations or actions of any Governmental Authority are required for such
Rainbow Party’s execution, delivery and performance of the Transaction Documents
to which it is a party.  Other than the
League Consents and as contemplated by Article 3 hereof, no Consent by any
Person (other than any Governmental Authority referred to in the preceding
sentence) under any Contract to which such Rainbow Party is a party or by which
such Rainbow Party or any of its properties or assets are bound is required or
necessary for the execution, delivery and performance by such Rainbow Party of
the Transaction Documents to which it is a party and the consummation of the
transactions contemplated hereby and thereby.


 


Section 5.4                                      No Violation.


 


(a)                                  Such
Rainbow Party is not in default under (and is not subject to any right of any
other party to, with the giving of notice or the passage of time or both,
declare a default or accelerate any obligation under) or in violation of (i)
any provision of its certificate of formation or limited liability company
agreement or (ii) any Contract to which such Rainbow Party is a party or by
which any of its properties or assets are bound or any Requirement of Law
applicable to it, in any respect that could have a material adverse effect on
its ability to execute and deliver this Agreement and to perform its
obligations hereunder.


 


(b)                                 The
execution and delivery by such Rainbow Party of the Transaction Documents to
which it is a party and the consummation of the transactions contemplated
hereby and thereby will not result in a default under (or give any other party
the right, with the giving of notice or the passage of time or both, to declare
a default or accelerate any obligation under) or violate (i) its certificate of
formation or limited liability company agreement or (ii) any Contract to which
such Rainbow Party is a party or by which it or any of its properties or assets
are bound, or any Requirement of Law applicable to it, or result in the
creation or imposition of any Lien upon any of its membership interests,
properties or assets in any case under this clause (ii) in any respect that
could have a material adverse effect on it or its ability to execute and
deliver this Agreement and perform its obligations hereunder.


 


Section 5.5                                      Litigation.  There is no claim, action, suit, or legal,
administrative or other proceeding or governmental investigation pending or, to
the best knowledge of such Rainbow Party, threatened, anticipated or
contemplated against such Rainbow Party which, in any single case or in the
aggregate, challenges or questions in any respect the validity of, or would
prevent or hinder the consummation of, the transactions contemplated by this
Agreement.


 


Section 5.6                                      Title to Purchase Partnership Interests.  With respect to Rainbow NAP Partner and
Rainbow NSP Partner, (i) such Rainbow Party owns beneficially and of record the
Transferred Interest that it is transferring hereunder, (ii) such Rainbow Party


 


20





















 


has good, valid and marketable title to the Transferred Interest it is
transferring hereunder, free and clear of any Liens, and has complied with or
obtained waivers of all conditions to the transfer thereof, and (iii) at the
Closing, the Fox Party to which such Rainbow Party is transferring its
Transferred Interest will acquire good, valid, indefeasible and marketable
title to and beneficial and record ownership of the Transferred Interest such
Rainbow Party is transferring hereunder, free and clear of any Liens.


 


Section 5.7                                      Governing Documents.  With respect to Rainbow NAP Partner and
Rainbow NSP Partner, other than any rights of the applicable Fox Parties
pursuant to the applicable partnership agreements, the Rainbow Parties have not
created or granted any preemptive rights, rights of first refusal or similar
rights with respect to the Transferred Interests and no such rights arise by
virtue of or in connection with the transactions contemplated hereby.  With respect to the Cincinnati Partnership,
the Florida Partnership and the Ohio Partnership, other than the rights of RPP
Cincinnati Partner I, RPP Cincinnati Partner II, RPP Florida Partner I, RPP
Florida Partner II, RPP Ohio Partner I and RPP Ohio Partner II, the Rainbow
Parties have not created or granted any preemptive rights, rights of first
refusal or similar rights with respect to such partnerships and no such rights
arise by virtue of or in connection with the transactions contemplated hereby.


 


Section 5.8                                      No Commissions.  Such Rainbow Party has not incurred any
obligation for any finder’s or broker’s or agent’s fees or commissions in
connection with the transactions contemplated hereby.


 


Section 5.9                                      Affiliate Transactions.  With respect to Rainbow NAP Partner and
Rainbow NSP Partner, such Rainbow Party has not on behalf of either of NAP or
NSP entered into any Contract or understanding between such partnership, on the
one hand, and (i) any Rainbow Party or any Affiliate of a Rainbow Party or
(ii) any other party, on the other hand.


 


Section 5.10                                Cash
Balances.  For each of the
subsidiaries of RPP listed on Schedule 5.10, Schedule 5.10 sets
forth the amount of cash (less outstanding checks) held by such subsidiary of RPP
as of the close of business of the day prior to the date hereof.


 


Section 5.11                                Exclusivity of Representations.  THE REPRESENTATIONS AND WARRANTIES MADE BY
THE RAINBOW PARTIES IN THIS AGREEMENT ARE IN LIEU OF AND ARE EXCLUSIVE OF ALL
OTHER REPRESENTATIONS AND WARRANTIES RELATING TO THE TRANSACTIONS CONTEMPLATED
HEREUNDER, INCLUDING ANY IMPLIED WARRANTIES. 
THE RAINBOW PARTIES HEREBY DISCLAIM ANY SUCH OTHER OR IMPLIED
REPRESENTATIONS OR WARRANTIES, NOTWITHSTANDING THE DELIVERY OR DISCLOSURE TO
THE FOX PARTIES OR THEIR OFFICERS, DIRECTORS, EMPLOYEES, AGENTS OR
REPRESENTATIVES OF ANY DOCUMENTATION OR OTHER INFORMATION (INCLUDING, WITHOUT
LIMITATION, ANY FINANCIAL PROJECTIONS OR OTHER SUPPLEMENTAL DATA).


 


21





















 


ARTICLE VI


 


REPRESENTATIONS AND WARRANTIES OF THE FOX PARTIES


 


Each Fox Party represents and warrants to the
Rainbow Parties as follows:


 


Section 6.1                                      Status.  Such Fox Party is a limited liability company
or corporation, as applicable, duly organized, validly existing and in good
standing under the laws of the State of Delaware.  Such Fox Party has all requisite power and
authority to own or lease, as the case may be, its properties and to carry on
its business as now conducted.  There is
no pending or, to the best of the knowledge of such Fox Party, threatened
proceeding or other action by any other party with respect to the dissolution,
liquidation, insolvency or rehabilitation of such Fox Party.


 


Section 6.2                                      Power and Authority: Enforceability.  Such Fox Party has the power and authority to
execute and deliver the Transaction Documents to which it is a party and to
perform its obligations hereunder and thereunder and consummate the
transactions contemplated hereby and thereby. 
Such Fox Party has taken all necessary limited liability company action
to authorize the execution, delivery and performance of the Transaction
Documents to which it is a party and the transactions contemplated hereby and
thereby by it.  Each of the Transaction
Documents has been duly executed and delivered by such Fox Party to the extent
a party thereto and constitutes a legal, valid and binding obligation of such
Fox Party, enforceable against such Fox Party in accordance with its terms,
except as the same may be limited by applicable bankruptcy, insolvency,
reorganization, moratorium or similar laws affecting the enforcement of
creditors’ rights generally and general equitable principles, regardless of
whether such enforceability is considered in a proceeding at law or in equity.


 


Section 6.3                                      Consents/Approvals.  Other than as described in Section 8.7,
no consents, filings, authorizations or actions of any Governmental Authority
are required for such Fox Party’s execution, delivery and performance of the
Transaction Documents to which it is a party. 
Other than the League Consents and as contemplated by Article 3 hereof,
no Consent by any Person (other than any Governmental Authority referred to in
the preceding sentence) under any Contract to which such Fox Party is a party
or by which such Fox Party or any of its properties or assets are bound is
required or necessary for the execution, delivery and performance by such Fox
Party of the Transaction Documents to which it is a party and the consummation
of the transactions contemplated hereby and thereby.


 


Section 6.4                                      No Violation.


 


(a)                                  Such
Fox Party is not in default under (and is not subject to any right of any other
party to, with the giving of notice or the passage of time or both, declare a
default or accelerate any obligation under) or in violation of (i) any
provision of such Fox Party’s certificate of formation or limited liability
company agreement or (ii) any Contract to which such Fox Party is a party or by
which it or any of its properties or


 


22





















 


assets are bound or any Requirement of Law applicable to it, in any
respect that could have a material adverse effect on its ability to execute and
deliver this Agreement and to perform its obligations hereunder.


 


(b)                                 The
execution and delivery by such Fox Party of the Transaction Documents to which
it is a party and the consummation of the transactions contemplated hereby and
thereby will not result in a default under (or give any other party the right,
with the giving of notice or the passage of time or both, to declare a default
or accelerate any obligation under) or violate (i) its certificate of formation
or limited liability company agreement or (ii) any Contract to which such Fox
Party is a party or by which it or any of its properties or assets are bound,
or any Requirement of Law applicable to it, or result in the creation or
imposition of any Lien upon any of its membership interests, properties or
assets in any case under this clause (y) in any respect that could have a
material adverse effect on it or its ability to execute and deliver this
Agreement and perform its obligations hereunder.


 


Section 6.5                                      Litigation.  There is no claim, action, suit, or legal,
administrative or other proceeding or governmental investigation pending or, to
the best knowledge of such Fox Party, threatened, anticipated or contemplated
against such Fox Party which, in any single case or in the aggregate,
challenges or questions in any respect the validity of, or would prevent or
hinder the consummation of, the transactions contemplated by this Agreement.


 


Section 6.6                                      Investment Intent.  Each Fox Party that is acquiring a
Transferred Interest acquiring such Transferred Interest hereunder for its own
account and with no present intention of distributing or selling such
Transferred Interest, in violation of the Securities Act or any applicable
state securities law.


 


Section 6.7                                      No Commissions.  Such Fox Party has not incurred any
obligation for any finder’s or broker’s or agent’s fees or commissions in
connection with the transactions contemplated hereby.


 


Section 6.8                                      Affiliate Transactions.  With respect to Fox RPP Partner, such Fox
Party has not on behalf of RPP entered into any Contract or understanding
between RPP or any of its subsidiaries, on the one hand, and (i) any Fox
Party or any Affiliate of a Fox Party or (ii) any other party, on the
other hand.


 


Section 6.9                                      Cash Balances.  For each of NSP and NAP, Schedule 6.9
sets forth the amount of cash (less outstanding checks) held by each of NSP and
NAP as of the close of business on February 1, 2005.


 


Section 6.10                                Exclusivity of Representations.  THE REPRESENTATIONS AND WARRANTIES MADE BY
THE FOX PARTIES IN THIS AGREEMENT ARE IN LIEU OF AND ARE EXCLUSIVE OF ALL OTHER
REPRESENTATIONS AND WARRANTIES RELATING TO THE TRANSACTIONS CONTEMPLATED
HEREUNDER, INCLUDING ANY IMPLIED WARRANTIES. 
THE FOX PARTIES


 


23





















 


HEREBY DISCLAIM ANY SUCH OTHER OR IMPLIED REPRESENTATIONS OR
WARRANTIES, NOTWITHSTANDING THE DELIVERY OR DISCLOSURE TO THE RAINBOW PARTIES
OR THEIR OFFICERS, DIRECTORS, EMPLOYEES, AGENTS OR REPRESENTATIVES OF ANY
DOCUMENTATION OR OTHER INFORMATION (INCLUDING, WITHOUT LIMITATION, ANY
FINANCIAL PROJECTIONS OR OTHER SUPPLEMENTAL DATA).


 


ARTICLE VII


 


REPRESENTATIONS AND WARRANTIES OF RAINBOW

RPP PARTNER AS TO THE FOX DISTRIBUTED ENTITIES

AND THE FOX DISTRIBUTED PARTNERSHIPS


 


Rainbow RPP Partner represents and warrants
to Fox RPP Partner with respect to the Fox Distributed Entities and the Fox
Distributed Partnerships as follows:


 


Section 7.1                                      Ownership of
and Title to Assets.  RPP owns,
directly or indirectly, the Fox Distributed Entities and the Fox Distributed
Partnerships.  Each Fox Distributed
Entity owns no other assets other than the partnership interests in the Fox
Distributed Partnership in which it is a partner.  No Fox Distributed Partnership has any
subsidiaries.  The assets of the Fox
Distributed Entities and the Fox Distributed Partnerships are not subject to
any Lien, except Liens that do not have a material adverse effect on the Fox
Distributed Entities and the Fox Distributed Partnerships, taken as a
whole.  None of the Fox Distributed
Entities has issued any ownership interests (or options, warrants or similar
rights to acquire any ownership interests) to any party other than RPP.  None of the Fox Distributed Partnerships has
issued any ownership interests (or options, warrants or similar rights to
acquire any ownership interests) to any party other than the Fox Distributed
Entities that are its general partners.


 


Section 7.2                                      Sufficiency of
Assets.  Except as set forth on
Schedule 7.2, the Fox Distributed Partnerships own or have rights to use the
properties and assets that are necessary in the continued conduct of the
businesses of the Fox Distributed Partnerships at the places and in the manner
in which the businesses are now conducted. 
Since December 31, 2004, no Fox Distributed Partnership has sold any of
its long-term assets other than in the ordinary course of business.


 


Section 7.3                                      Financial
Statements.  Except for the lack of
footnotes therein, the Financial Statements have been prepared in accordance
with GAAP and fairly present in all material respects the financial position
and results of operations of the Fox Distributed Partnerships as of the dates
and for the periods presented therein.


 


Section 7.4                                      Compliance
with Applicable Laws and Material Contracts.  Each of the Fox Distributed Entities and the
Fox Distributed Partnerships is in conformity with all applicable governmental
or judicial laws, ordinances, regulations, rules and orders except where the
failure to be in such conformity would not have a material adverse effect upon
the Fox Distributed Entities and the Fox Distributed Partnerships, taken as a


 


24





















 


whole.  Each of the Fox
Distributed Entities and the Fox Distributed Partnerships has all requisite
authority and other power and all governmental or judicial permits,
certificates, licenses, approvals and other authorizations required to carry on
and conduct its businesses and to own, lease, use and operate its properties at
the places and in the manner in which its businesses are now conducted except
where the failure to have such authority, power, licenses, approvals and
authorizations does not have a material adverse effect on the Fox Distributed
Entities and the Fox Distributed Partnerships, taken as a whole.  None of the Fox Distributed Entities or the
Fox Distributed Partnerships is bound by any order, injunction or decree of any
court, governmental department, commission, board, agency or instrumentality
which would prevent any of the Fox Distributed Entities or the Fox Distributed
Partnerships from conducting its business in substantially the same manner as
such business has heretofore been conducted, or from operating and leasing its
assets, properties, structures and facilities and/or its buildings and
improvements substantially as heretofore operated and leased, except for such
orders, injunctions or decrees which do not have a material adverse effect on
the Fox Distributed Entities and the Fox Distributed Partnerships, taken as a
whole.  Any and all reports and forms
required to be filed with any Governmental Authority by the Fox Distributed
Entities and the Fox Distributed Partnerships have been duly filed, except for
such reports and forms, the failure of which to be filed will not have a
material adverse effect on the Fox Distributed Entities and the Fox Distributed
Partnerships, taken as a whole.


 


Schedule 7.4
lists each Contract to which any Fox Distributed Entity or Fox Distributed
Partnership is a party and which (a) currently obligates (including by way of
any guarantee) a party to pay an amount in excess of $1 million in the
aggregate over a 12 month period; (b) limits or restricts the right of any of
the Fox Distributed Entities or the Fox Distributed Partnerships to compete in
any geographical area in any material manner; (c) is a joint venture agreement
or an agreement governing an equity investment held by the entity in any third
party; or (d) is an agreement with an Affiliate of RMH that is not an Approved
Agreement (as defined in the relevant partnership agreement) (each of which
shall be deemed to be a “Material Contract”).  The Rainbow RPP Partner has made available to
the Fox RPP Partner true, correct and complete copies of all Material Contracts
or, as applicable, true correct and complete summaries of any oral Material
Contracts.  Each Material Contract is in
full force and effect, and is a valid and binding agreement; and, in the case
of written Material Contracts, enforceable against the Fox Distributed Entity
or Fox Distributed Partnership which is a party thereto and, to their knowledge
in the case of written Material Contracts, enforceable against third parties,
except, in each case, as the same may be limited by applicable bankruptcy,
insolvency, reorganization, moratorium, or similar laws affecting the
enforcement of creditors’ rights generally and general equitable principles,
regardless of whether such enforceability is considered in a proceeding at law
or in equity; except as set forth on Schedule 7.4, the relevant Fox
Distributed Entity or the Fox Distributed Partnership has duly performed in all
material respects its obligations thereunder to the extent that such obligations
to perform have accrued; and except as contemplated in the Financial Statements
or set forth on Schedule 7.4, no breach or default or event that
would (with the passage of time, notice or both) constitute a breach or default
thereunder by the


 


25





















 


relevant Fox Distributed Entity or Fox
Distributed Partnership has occurred or as a result of the execution of this
Agreement or consummation of the transactions contemplated hereby will occur,
other than such defaults or breaches as would not have a material adverse
effect on the Fox Distributed Entities and the Fox Distributed Partnerships,
taken as a whole.  As of the date hereof,
to the knowledge of Rainbow RPP Partner, no party to any Material Contract has
made or asserted in writing any defense, setoff or counterclaim under such
Material Contract and no party has exercised any option granted to it to cancel
or terminate any Material Contract or to shorten the term thereof, except, in
each case, as would not have a material adverse effect on the Fox Distributed
Entities and the Fox Distributed Partnerships, taken as a whole.  The transactions contemplated by this
Agreement will not terminate or alter any material rights or obligations of any
Party, or give any Person the right to terminate or amend or otherwise modify
any material rights, or obligations of, any of the Material Contracts.


 


Section 7.5                                      Taxes and
Reports.


 


(a)                                  Each
Fox Distributed Entity and each Fox Distributed Partnership has timely filed all
Tax Returns required to be filed with respect to or attributable to such Fox
Distributed Entity and Fox Distributed Partnership and each such Tax Return is
true, complete and correct in all material respects.  All Taxes shown to be due on such Tax Returns,
all Taxes required to be paid by each Fox Distributed Entity and each Fox
Distributed Partnership, and all Taxes required to be withheld by or with
respect to such Fox Distributed Entity and each Fox Distributed Partnership
have been timely paid or, if applicable, withheld and paid to the appropriate
Governmental Authority.  Except as listed
in Schedule 7.5, there are (i) no deficiencies or assessment of Taxes
from any taxing authority with respect to or attributable to any of the Fox
Distributed Entities and Fox Distributed Partnerships, (ii) no ongoing audits
or examinations of any of the Tax Returns relating to or attributable to such
Fox Distributed Entity or Fox the Company, and (iii) no Fox Distributed Entity
nor Fox Distributed Partnership has granted any requests, agreements, consents
or waivers to extend the statutory period of limitations applicable to the
assessment of any Taxes with respect to or attributable to such respective Fox
Distributed Entity or Fox Distributed Partnership.


 


(b)                                 There
are no liens for Taxes on any of the assets of the Fox Distributed Entities or
Fox Distributed Partnerships.


 


(c)                                  None
of the Fox Distributed Entities or Fox Distributed Partnerships is a party to
any tax allocation or sharing agreement. 
None of the Fox Distributed Entities or Fox Distributed Partnerships has
any liability for the Taxes of any person (other than such respective Fox
Distributed Entity or Fox Distributed Partnership), as a transferee or
successor, by contract, or otherwise.


 


(d)                                 Each
Fox Distributed Entity and each Fox Distributed Partnership has since the date
of creation been treated either as a partnership or disregarded entity for U.S.
federal income tax purposes.


 


26





















 


(e)                                  All
material Tax elections that have been made by each Fox Distributed Entity, each
Fox Distributed Partnership and RPP have been disclosed to Fox RPP Partner.


 


Section 7.6                                      Employee
Benefit Matters; Employee Relations. 



 


(a)                                  In
this Agreement, the term “Employee Benefit Plan” means any of the
following: an “employee pension benefit plan,” as defined in Section 3(2) of
ERISA, an “employee welfare benefit plan,” as defined in Section 3(1) of ERISA,
an employment, consulting, severance or similar contract, plan, program, arrangement
or policy and any other plan, program, policy or arrangement providing for
benefits, compensation, retention payments, bonuses, fees, profit-sharing,
stock option, stock purchase or other stock related rights or other forms of
incentive or deferred compensation, change in control benefits, vacation
benefits, health or medical benefits, employee assistance programs, disability
or sick leave benefits, workers’ compensation, supplemental unemployment
benefits, severance benefits and post-employment (excluding COBRA) or
retirement benefits that is maintained, administered or contributed to by any
of the Fox Distributed Partnerships or Fox Distributed Entities or any of their
respective ERISA Affiliates and covers any Business Employee or former Business
Employee (if such former Business Employee is eligible for or entitled to
payment or benefits under such Employee Benefit Plan).  Schedule 7.6(a) sets forth a complete
list of each Employee Benefit Plan.


 


(b)                                 Schedule
7.6(b) sets forth the following information with respect to each Business
Employee as of January 31, 2005: 
job location, job title, current annual base salary, 2003 and 2004
bonuses and 2003 and 2004 commissions, years of service, accrued but unused
vacation, personal and sick time, whether such Business Employee is actively at
work or on leave of absence and whether such Business Employee is employed
under written contract.


 


(c)                                  Rainbow
RPP Partner has furnished or otherwise made available to Fox RPP Partner true
and complete copies of each written Employee Benefit Plan and a summary of each
unwritten Employee Benefit Plan.  Schedule
7.6(c) sets forth each Employee Benefit Plan that is a nonqualified
deferred compensation plan or arrangement that covers any of the Business
Employees and the aggregate amounts deferred under each such nonqualified
deferred compensation plan or arrangement as of January 31, 2005 for such
Business Employee.


 


(d)                                 Except
as set forth on Schedule 7.6(d), no Employee Benefit Plan is a “defined
benefit plan” (as such term is defined in Section 3(35) of ERISA) and, within
the last six years neither the Fox Distributed Partnerships or Fox Distributed
Entities, nor any of their respective ERISA Affiliates has sponsored,
maintained or contributed to a “defined benefit plan” (as such term is defined
in Section 3(35) of ERISA) that covers or covered any current or former
Business Employee.  At no time has any of
the Fox Distributed Partnerships or Fox Distributed Entities, or any of their


 


27





















 


respective ERISA Affiliates maintained a “multiemployer plan” (as such
term is defined in Section 3(37) of ERISA) that covers or covered any current
or former Business Employee, and within the last six years neither the Fox
Distributed Partnerships or Fox Distributed Entities, nor any of their
respective ERISA Affiliates has incurred any withdrawal liability within the
meaning of Section 4201 of ERISA to any “multiemployer plan” (as such term is
defined in Section 3(37) of ERISA). 
Neither the Fox Distributed Partnerships or the Fox Distributed
Entities, nor any of their ERISA Affiliates or any employees of the foregoing,
or any trust created under the Employee Benefit Plans, or any other “disqualified
person” or “party in interest” (as such terms are defined in Section 4975 of
the Code and Section 3(14) of ERISA, respectively) has breached fiduciary rules
of ERISA or engaged in a prohibited transaction that could subject the Employee
Benefit Plans, the Fox Distributed Partnerships or the Fox Distributed Entities
to any material tax or penalty imposed under Section 4975 of the Code which
would have a material adverse effect on the Fox Distributed Partnerships and
the Fox Distributed Entities, taken as a whole. 
To the best knowledge of the Rainbow RPP Partner, no proceedings (other
than routine claims for benefits) are pending or threatened against or relating
to any Employee Benefit Plan.


 


(e)                                  Each
Employee Benefit Plan has been established and at all times maintained, funded
and operated in all material respects in accordance with its terms and
applicable laws, including, but not limited to, ERISA and the Code.


 


(f)                                    Neither
any of the Fox Distributed Partnerships or Fox Distributed Entities nor any of
their respective ERISA Affiliates has incurred any material unsatisfied
liability (other than Pension Benefit Guaranty Corporation (“PBGC”)
premiums) to the PBGC, the Internal Revenue Service or any other individual or
entity under Title IV of ERISA, Sections 412 or 4980B of the Code or Part 6 of
Title I of ERISA and no event or condition exists that could result in the
imposition of any liability on any of the Fox Distributed Partnerships or Fox
Distributed Entities, or any of their respective ERISA Affiliates under such
provisions that could reasonably have a material adverse effect on the Fox
Distributed Partnerships and Fox Distributed Entities, taken as whole.


 


(g)                                 Neither
the execution and delivery of this Agreement or any of the Transaction
Documents, nor the consummation of the transactions contemplated hereby or
thereby will: (i) result in any payment becoming due to any Business
Employee; (ii) increase any benefit for any Business Employee under any
Employee Benefit Plan; (iii) result in the acceleration of the time of
payment or vesting of any such benefits under any Employee Benefit Plan for any
Business Employee or (iv) result in any payment made under any of the
Employee Benefit Plans which would not be deductible under Section 280G of the
Code.


 


(h)                                 (i) There
are no labor or collective bargaining agreements to which Fox Distributed
Partnerships, Fox Distributed Entities, or any of their respective ERISA
Affiliates is a party and covers any Business Employee, (ii) there is no
labor organization or union that is certified or recognized as the collective
bargaining representative for any


 


28





















 


of the Business Employees, (iii) to the best knowledge of the
Rainbow RPP Partner, no unfair labor practice charges or representation
petitions have been filed with the National Labor Relations Board against, or
with respect to, the Business Employees, and neither Rainbow RPP Partner nor
any of the Fox Distributed Partnerships or Fox Distributed Entities has
received any notice or communication (whether written or oral) reflecting an
intention or a threat to file any such complaint or petition, (iv) there
are not, and in the preceding twelve (12) months have not been, any strikes or
concerted refusals to work or any threats thereof by any of the Business Employees,
(v) to the best knowledge of the Rainbow RPP Partner, no union organizing
activities are taking place with respect to the Business Employees, and
(vi) neither the Fox Distributed Partnerships nor the Fox Distributed
Entities is a party to, or bound by, any agreement for the leasing of
employees.


 


(i)                                     Fox
Distributed Partnerships and Fox Distributed Entities have complied in all
material respects with all laws relating to the hiring and retention of all
Business Employees, leased employees and independent contractors relating to
wages, hours, equal opportunity and collective bargaining.  To the best knowledge of Rainbow RPP Partner,
there are no discrimination charges or administrative claims pending or
threatened against the Fox Distributed Partnerships, Fox Distributed Entities,
or any of their respective ERISA Affiliates by or before any state, local or
federal agencies that would result in the imposition of any liability that
would have a material adverse effect on Fox Distributed Partnerships and Fox
Distributed Entities, taken as a whole. 
To the best knowledge of Rainbow RPP Partner, there are no current
Occupational Safety and Health Administration investigations or citations
pending or threatened against the Fox Distributed Partnerships, Fox Distributed
Entities, or any of their respective ERISA Affiliates that could result in the
imposition of any liability that would have a material adverse effect on the
Fox Distributed Partnerships or Fox Distributed Entities, taken as a whole.  There are no demands for arbitration or, to
the best knowledge of Rainbow RPP Partner, pending grievances against the Fox
Distributed Partnerships, Fox Distributed Entities, or any of their respective
ERISA Affiliates that could result in the imposition of any liability that
would have a material adverse effect on the Fox Distributed Partnerships or Fox
Distributed Entities, taken as a whole.


 


Section 7.7                                      Absence of
Undisclosed Liabilities.  None of the
Fox Distributed Partnerships has any Liabilities required to be recorded on a
balance sheet prepared in accordance with GAAP, other than Liabilities (i)
reflected or reserved on the December 31, 2004 balance sheet forming part of
the Financial Statements or (ii) incurred since December 31, 2004 in the
ordinary course of business, consistent with past practice, of the Fox
Distributed Partnerships.  None of the
Fox Distributed Partnerships has entered into any off-balance-sheet financing
arrangements.


 


Section 7.8                                      Litigation.  There is no action, suit, litigation,
proceeding or investigation by or before any Governmental Authority pending or,
to the best knowledge of Rainbow RPP Partner, threatened, against or relating
to a Fox Distributed Entity or a 


 


29





















 


Fox Distributed Partnership, which, in each case, would have a material
adverse effect on the Fox Distributed Entities and the Fox Distributed
Partnerships, taken as a whole.


 


Section 7.9                                      Exclusivity of
Representations.  THE REPRESENTATIONS
AND WARRANTIES MADE BY RAINBOW RPP PARTNER IN THIS AGREEMENT ARE IN LIEU OF AND
ARE EXCLUSIVE OF ALL OTHER REPRESENTATIONS AND WARRANTIES RELATING TO THE
TRANSACTIONS CONTEMPLATED HEREUNDER, INCLUDING ANY IMPLIED WARRANTIES.  RAINBOW RPP PARTNER HEREBY DISCLAIMS ANY SUCH
OTHER OR IMPLIED REPRESENTATIONS OR WARRANTIES, NOTWITHSTANDING THE DELIVERY OR
DISCLOSURE TO FOX RPP PARTNER OR ITS OFFICERS, DIRECTORS, EMPLOYEES, AGENTS OR
REPRESENTATIVES OF ANY DOCUMENTATION OR OTHER INFORMATION (INCLUDING, WITHOUT
LIMITATION, ANY FINANCIAL PROJECTIONS OR OTHER SUPPLEMENTAL DATA).


 


ARTICLE VIII


 


COVENANTS AND AGREEMENTS


 


Section 8.1                                      Conduct
Pending the Closing.  From and after
the date hereof until the Closing,


 


(a)                                  Rainbow
RPP Partner shall conduct and operate the businesses of RPP in the ordinary
course in a manner consistent with past practice and consistent with the RPP
Partnership Agreement and, with respect to the business of each of the
Cincinnati Partnership, the Florida Partnership and the Ohio Partnership, shall
use its commercially reasonable efforts to preserve the business intact, keep
available the services of the current officers and employees of the business
and maintain the existing relations with customers, suppliers, advertisers,
distributors, business partners and others having business dealings with such
partnerships, and shall not permit any Fox Distributed Partnership to sell any
long-term asset other than in the ordinary course of business; provided
that (i) no distributions shall be made by RPP or by any Fox Distributed
Entity or Fox Distributed Partnership to Cablevision or any of its
subsidiaries, and (ii) no cash advances or loans or other payments shall be
made by any subsidiary of RPP that is a Fox Distributed Entity or a Fox
Distributed Partnership to Cablevision or any of its subsidiaries (other than
Scheduled payments under Approved Agreements (as defined in the relevant
partnership agreement as in effect on the date hereof), in each case prior to
the Closing or the termination of this Agreement pursuant to its terms; it
being understood that notwithstanding the foregoing, nothing herein shall
prevent a Fox Distributed Entity or a Fox Distributed Partnership from
allocating payments received by any such entity from a third party which,
pursuant to the current contract under which such payments are received, among
such entity, other RPP subsidiaries and either DirecTV or EchoStar, are
allocable to other subsidiaries of RPP.


 


30


















 


(b)                                 Rainbow
RPP Partner shall not, except as may be consented to or otherwise agreed to by
Fox Sports Net, which consent shall not be unreasonably withheld or delayed (it
being agreed that withholding consent shall not be unreasonable if the
Contract, modification, amendment or termination is not on an Arm’s-length
basis), (i) enter into any new Contract that would constitute a Material
Contract or (ii) modify, amend or terminate in any material respect any
Material Contract;


 


(c)                                  Rainbow
RPP Partner shall not, except as may be consented to or otherwise agreed to by
Fox Sports Net, make any material capital expenditure on behalf of any such Fox
Distributed Partnership pursuant to a commitment entered into after the date
hereof, except that the Fox Distributed Partnerships (or Rainbow RPP Partner on
their behalf) shall have the right, but not the obligation to make capital
expenditures on behalf of the Fox Distributed Partnerships that in the
aggregate do not exceed $500,000;


 


(d)                                 Fox
NSP Partner shall conduct and operate the businesses of NSP in the ordinary
course in a manner consistent with past practice and consistent with the
partnership agreement of NSP;


 


(e)                                  Rainbow
RPP Partner shall keep Fox Sports Net informed as to the status of discussions
concerning the extension or amendment of Florida Partnership’s television
rights to games of the Florida Marlins, renewal of Florida Partnership’s carriage agreement with Time Warner and the extension of Florida Partnership’s
office lease at 1550 Sawgrass Corporate Parkway, Sunrise, Florida and shall
consult with Fox Sports Net in good faith with respect to each of those
matters; and


 


(f)                                    Fox
NAP Partner shall conduct and operate the businesses of NAP in the ordinary
course in a manner consistent with past practice and consistent with the
partnership agreement of NAP.


 


Section 8.2                                      Actions to
Protect Value of Distributed Sports Programming Partnerships.


 


(a)                                  Except as set forth in
Section 8.2(e) Fox Sports Net, on behalf of itself and each of its
Affiliates, agrees that from and after the Closing until the fifth (5th)
anniversary of the Closing, neither it nor any of its Affiliates will, directly
or indirectly, bid for or acquire Pay Television programming rights to transmit
professional sports events (other than the right to air brief highlights of
such events) (“Programming Rights”) of professional sports teams whose “home”
arena or stadium is located in the New York Region, or own any interest
including, without limitation, an equity or profits interest (but excluding any
interest as a creditor of such Person under any loan or other agreement on an
arm’s-length basis)(a “Covered Interest”) in any other Person that owns
or bids for or acquires Programming Rights (including through ownership of an
interest in a professional sports team) of professional sports teams whose “home”
arena or stadium is located in the New York Region.


 


31





















 


(b)                                 Except as set forth in
Section 8.2(e), RMH, on behalf of itself and each of its Affiliates,
agrees that from and after the Closing until the fifth (5th)
anniversary of the Closing, neither it nor any of its Affiliates will, directly
or indirectly, bid for or acquire Programming Rights of professional sports
teams whose “home” arena or stadium is located in the Florida Region, or own
any Covered Interest in any other Person that owns or bids for or acquires
Programming Rights (including through ownership of an interest in a
professional sports team) of professional sports teams whose “home” arena or
stadium is located in the Florida Region.


 


(c)                                  Except
as set forth in Section 8.2(e), RMH, on behalf of itself and each of its
Affiliates, agrees that from and after the Closing until the Rainbow Pacific
Restriction Date, neither it nor any of its Affiliates will, directly or
indirectly, bid for or acquire Programming Rights of professional sports teams
whose “home” arena or stadium is located in the Pacific Region, or own any
Covered Interest in any other Person that owns or bids for or acquires
Programming Rights (including through ownership of an interest in a
professional sports team) of professional sports teams whose “home” arena or
stadium is located in the Pacific Region. 
Except as set forth in Section 8.2(e), Fox Sports Net, on behalf of
itself and each of its Affiliates, agrees that from and after the Closing until
the Fox Pacific Restriction Date, neither it nor any of its Affiliates will,
directly or indirectly, bid for or acquire Programming Rights of professional
sports teams whose “home” arena or stadium is located in the Pacific Region, or
own any Covered Interest in any other Person that owns or bids for or acquires
Programming Rights (including through ownership of an interest in a
professional sports team) of professional sports teams whose “home” arena or
stadium is located in the Pacific Region.


 


(d)                                 The
provisions of this Section 8.2 shall not prohibit or restrict the
following:


 


(i)                                     a
party or its Affiliates from owning or acquiring a Covered Interest in any
Person that directly or through one or more subsidiaries or other entities owns
a professional sports franchise or the Programming Rights to the sports events
of a professional sports franchise, so long as (A) such franchise or
Programming Rights are not a principal business of such Person and (B) the
professional sports franchises and Programming Rights to sports events of
professional sports franchises owned by such Person (directly or through one or
more subsidiaries) were owned on the date of initial acquisition of the Covered
Interest therein by the party or its Affiliates; or


 


(ii)                                  a
party or its Affiliates from owning or acquiring a Covered Interest in a
professional sports franchise but no Programming Rights with respect to the
events of that professional sports franchise may be owned by any entity in
which such party or such Affiliate, or any of its Affiliates, has a direct or
indirect ownership interest other than a Regional in which either one of the
Fox Parties (if RMH or one of its Affiliates owns such Covered Interest) or one
the Rainbow


 


32





















 


Parties (if
Fox Sports Net or one of its Affiliates owns such Covered Interest) has a
direct or indirect ownership interest, or


 


(iii)                               prohibit
or restrict any party or its Affiliates from acquiring, solely as an investment
and through private and market purchases, or owning securities of any
corporation which are registered under Section 12(b) or 12(g) of the
Securities Exchange Act of 1934, as amended, and which are publicly traded, so
long as such party and its Affiliates are not a part of any Control group of
such corporation and such securities constitute (after conversion, exchange or
exercise, in the case of any such securities that are convertible into, or
exercisable or exchangeable for, voting securities) less than 15% of the
outstanding voting power of that public company or prohibit or restrict such
corporation from bidding for or acquiring Programming Rights; or


 


(iv)                              any
party or its Affiliates from owning or acquiring any Covered Interest in NSP or
any other “national” sports programming network so long as NSP or such
successor or other network, as the case may be, is operating as a “national”
sports programming network and is not acquiring Programming Rights for the sole
or primary purpose of distributing such programming through Pay Television to a
Covered Region; or


 


(v)                                 any
Person (an “Acquiror”) from acquiring an interest in a party or any of
its Affiliates after the date of this Agreement and continuing to own such
interest and conduct its existing businesses and activities and its Affiliates’
conducting their existing business and activities notwithstanding that such
ownership or conduct of business and activities would violate the restrictions
on Affiliates contained in this Section 8.2; provided that (A) this
clause (v) shall not authorize any actions, ownership or activities by RMH
or Fox Sports Net or any entities Controlled by any of them or by their
successors and (B) this clause (v) shall not authorize an Acquiror or
its Affiliates to engage in new activities or enter into, acquire or develop
new businesses in violation of this Section 8.2; or


 


(vi)                              any
Person that is a cable television operator or an Affiliate thereof from
developing and distributing nonsports programming to cable systems provided
that no license fee is paid by such cable systems for such programming.


 


(e)                                  Notwithstanding
the foregoing, this Section 8.2 shall not apply to Programming Rights relating
to professional sports teams that are not Major League Baseball teams, National
Football League teams, National Hockey League teams, Major League Soccer teams
or National Basketball Association teams, in each case in a Covered Region and
whose games are currently carried on a Regional other than the Regional in
whose Covered Region such team has its “home” arena or stadium.


 


(f)                                    RMH
and Fox Sports Net hereby agree that the rights and obligations of the parties
and their Affiliates under (i) the Formation Agreement and (ii)


 


33





















 


the Side Letter to the Formation Agreement shall be terminated and
released upon the Closing.


 


Section 8.3                                      Public Announcements.  The form and content of all press releases or
other public communications of any sort relating to the subject matter of this
Agreement, and the method of their release, or publication thereof, shall,
except as required by law, be subject to the prior approval of the parties
hereto, which approval shall not be unreasonably withheld or delayed.


 


Section 8.4                                      Further Assurances.  Each party shall execute and deliver such
additional instruments and other documents and shall take such further actions
as may be necessary or appropriate to effectuate, carry out and comply with all
of the terms of this Agreement and the transactions contemplated hereby.


 


Section 8.5                                      Cooperation.  The Fox Parties and the Rainbow Parties each
agree to cooperate with the other in the preparation and filing of all forms,
notifications, reports and information, if any, required or reasonably deemed
advisable pursuant to any Requirement of Law in connection with the
transactions contemplated by this Agreement. 
Without limiting the foregoing, the Fox Parties and the Rainbow Parties
each agree to cooperate with the other in the preparation and filing of all
forms, notifications, reports and information, if any, required or deemed
advisable in connection obtaining League Consents.


 


Section 8.6                                      Tax.


 


(a)                                  The
Rainbow Parties and the Fox Parties agree that upon the Closing each
Partnership other than the Pacific Partnership will adopt the “closing of the
books” method of income allocation as prescribed in Treasury Regulation
Section 1.706-1(c)(2) for purposes of allocating income, gain, loss,
deductions and credits between the Rainbow Parties and the Fox Parties for the
year of distributions and transfers contemplated hereby.


 


(b)                                 The
Rainbow Parties and Fox Parties hereby agree, for each Partnership in the tax
year of the respective distributions and transfers hereunder,  to cause each Partnership to make an Internal
Revenue Code Section 754 election in respect of each distribution and transfer
hereunder.


 


(c)                                  The
Rainbow Parties and Fox Parties hereby covenant and agree, from and after the
Closing, for all tax purposes, including tax returns and any tax controversies,
to prepare information and report and file tax returns on a basis consistent
with the foregoing covenants.


 


(d)                                 The
Fox Parties and the Rainbow Parties agree to cooperate and work together to
structure the distributions and transfers hereunder in a manner so that Code
Section 751(b) does not apply to such distributions and transfers.  To the extent, if any, that Code Section
751(b) does apply to such distributions and transfers, the Fox


 


34





















 


Parties and the Rainbow Parties agree to cooperate and work together to
minimize any gain recognized by the Fox Parties, the Rainbow Parties and RPP.


 


Section 8.7                                      Hart-Scott Rodino Act.  The Rainbow Parties and the Fox Parties
(through their respective appropriate Affiliates) agree to prepare and properly
file Notification and Report Forms under the Hart-Scott Rodino Act (“HSR
Filing”) with the Federal Trade Commission and the Antitrust Division of
the United States Department of Justice and shall use their respective
reasonable best efforts to obtain as promptly as practicable the termination or
expiration of the waiting period under the Hart-Scott Rodino Act.  The Rainbow Parties and the Fox Parties
(through their respective appropriate Affiliates) further agree that in the
event that any of them shall receive a request for documents or further
information from the Federal Trade Commission, the Antitrust Division of the
United States Department of Justice or a court, then each shall use its reasonable
best efforts to comply with such request as promptly as practicable and to
cooperate with the other parties to satisfy any document or information
requests from the Federal Trade Commission, the Antitrust Division of the
United States Department of Justice or a court. 
The Rainbow Parties and the Fox Parties (through their respective
appropriate Affiliates) shall make, on a prompt and timely basis, all other
governmental or regulatory notifications and filings required to be made by it
for the consummation of the transactions contemplated hereby.


 


Section
8.8                                      Employees and Employee Benefits.


 


(a)                                  Subject to the right to terminate
employees for cause, Cincinnati Partnership, Florida Partnership and Ohio
Partnership, as the case may be (the “Employing Partnership”), shall, for a
period of three months after the Closing Date (the “Employment Period”),
continue the employment of all employees except those employees on disability
as of the Closing Date (the “Transferred Employees”) of Cincinnati Partnership,
Florida Partnership and Ohio Partnership, in all cases at a compensation level
at least equal to the then-current annual base salary and bonus target (such
bonus being subject to achieving individual and corporate performance measures
to be determined by Fox Sports Net in its discretion) of such Transferred
Employee as of the Closing Date, at a comparable position for such employee as
of the execution of this Agreement and at a place of employment that is within
thirty-five miles of such Transferred Employee’s place of employment as of the
Closing Date.  In the event that any
Transferred Employee is terminated without cause or is transferred more than
thirty-five miles from such Transferred Employee’s place of employment as of
the Closing Date within a twelve month period following the Employment Period,
the Employing Partnership will make a severance payment to such Transferred
Employee in an amount not less than the amount determined in accordance with
Schedule 8.8 hereto, provided that all payments and obligations owed to such
employee shall be conditioned upon the execution and delivery, and the
expiration of any applicable revocation period, of a general release by the
applicable employee in a form that is generally used for similarly situated Fox
Sports Net employees.


 


35





















 


(b)                                 The Employing Partnership shall
maintain during the Employment Period, without interruption, employee
compensation and benefit plans, programs and policies and fringe benefits
(including bonuses, commissions, vacations and severance arrangements) to the
Transferred Employees that are no less favorable than those provided by the Fox
Sports Net and its Affiliates to comparable employees of Fox Sports Net and its
Affiliates.


 


(c)                                  Transferred Employees shall be given
credit for all service with RMH and its Affiliates, in each case under all
employee benefit plans, programs and policies (including vacation and severance
arrangements) and fringe benefits in which they become participants as provided
in Section 8.8(b) for purposes of eligibility and vesting, except for benefit
accruals under a defined benefit plan of Fox Sports Net and its Affiliates, and
no Transferred Employee will be subjected to any waiting periods or limitations
on benefits for pre-existing conditions. 
Each Transferred Employee will be credited with the amount of vacation
time accrued by such Transferred Employee through 12:01 a.m. on the Closing
Date.


 


(d)                                 Subject to applicable law, during
the Employment Period, the Employing Partnership shall only have the right to
terminate the employment of any Transferred Employee if such termination is for
cause.


 


(e)                                  Fox Sports Net shall within thirty
(30) days of receipt of written request by Rainbow RPP Partner reimburse
Rainbow RPP Partner for the costs of providing short-term disability benefits
to any Business Employee who was on short-term disability as of the Closing
Date.  Fox Sports Net agrees to cause the
Employing Partnership to offer employment to any Business Employee of the
Employing Partnership who was on disability as of the Closing Date and ceases
to be on disability during the Employment Period in accordance with the terms
of Section 8.8(a) hereof.


 


Section 8.9                                      EchoStar
Affiliation Agreements.  Neither a
Rainbow Party nor a Fox Party shall cause or permit RPP Chicago Partner I, RPP
Chicago Partner II, RPP Metro Channel Partner I, RPP Metro Channel Partner II,
RPP MSG Partner I, RPP MSG Partner II, RPP NE Partner I, RPP NE Partner II, RPP
Radio City Partner I, RPP Radio City Partner II, WSN or a Fox Distributed
Entity, either directly or through a subsidiary, to terminate EchoStar’s
carriage of all of the Sports Services (as defined in and pursuant to
Section 2 of the December 31, 2004 amendment to the affiliation
agreement dated as of January 1, 2003 as amended between EchoStar
Satellite Corporation and the network entities which are parties thereto),
without the prior written consent of the other parties hereto.


 


36





















 


ARTICLE IX


 


Conditions


 


Section 9.1                                      Conditions to
All Parties Obligations.  The
obligations of each party to effect the transactions contemplated to occur at
the Closing are subject to the satisfaction or waiver at or prior to the
Closing of each of the following conditions:


 


(a)                                  Regulation
and League Consents.  (i) The
waiting period applicable to the consummation of the transactions contemplated
hereby under the HSR Act shall have expired or been terminated and (ii) the
parties shall have received the League Consents.


 


(b)                                 Orders.  No court or other governmental entity of
competent jurisdiction shall have enacted, issued, promulgated, enforced or
entered any law, statute, rule, regulation, judgment order injunction, decree
or award, (whether temporary, preliminary or permanent) that is in effect and
restrains, enjoins or otherwise prohibits consummation of the transactions
contemplated by this Agreement (collectively, an “Order”) and no governmental
entity shall have instituted an action or proceeding seeking such an Order.


 


Section 9.2                                      Conditions to
Obligations of Rainbow Parties.  The
obligations of Rainbow Parties to effect the transactions contemplated to occur
at the Closing are also subject to the satisfaction or waiver by the Rainbow
Parties or prior to the Closing of the following conditions:


 


(a)                                  Representations
and Warranties.  (i) The
representations and warranties of the Fox Parties set forth in this Agreement
shall be true and correct in all material respects as of the date of this
Agreement and as of the Closing Date as though made on and as of such date and
time (except to the extent such representation and warranty contains a
qualification or limitation as to “material adverse effect”, in which case such
representation and warranty shall be true and correct as of the date of this
Agreement and as of the Closing Date and except to the extent that any such
representation and warranty expressly speaks as of an earlier date, in which
case such representation and warranty shall be true and correct as of such
earlier date) and the Rainbow Parties shall have received the certificate
contemplated by Section 3.1(c)(vii).


 


(b)                                 Performance
of Obligations of the Fox Parties. 
The Fox Parties shall have performed in all material respects all
obligations required to be performed by each of them under this Agreement at or
prior to the Closing, and the Rainbow Parties shall have received the
certificate contemplated by Section 3.1(c)(vii).


 


(c)                                  Deliveries.  All of the documents required to be delivered
or caused to be delivered by a Fox Party pursuant to Section 3.1(a) and 3.1(c)
shall have been delivered contemporaneous with the Closing.


 


37





















 


Section 9.3                                      Conditions to
Obligation of the Fox Parties.  The
obligations of the Fox Parties to effect the transactions contemplated to occur
at the Closing are also subject to the satisfaction or waiver by the Fox
Parties at or prior to the Closing of the following conditions:


 


(a)                                  Representations
and Warranties.  (i) The
representations and warranties of the Rainbow Parties set forth in this
Agreement shall be true and correct in all material respects as of the date of
this Agreement and as of the Closing Date as though made on and as of such date
and time (except to the extent such representation and warranty contains a
qualification or limitation as to “material adverse effect”, in which case such
representation and warranty shall be true and correct as of the date and as of
the Closing Date and except to the extent that any such representation and
warranty expressly speaks as of an earlier date, in which case such
representation and warranty shall be true and correct as of such earlier date)
and the Rainbow Parties shall have received the certificate contemplated by
Section 3(b)(v).


 


(b)                                 Performance
of Obligations of the Rainbow Parties. 
The Rainbow Parties shall have performed in all material respects all
obligations required to be performed by each of them under this Agreement at or
prior to the Closing, and the Fox Parties shall have received the certificate
contemplated by Section 3(b)(v).


 


(c)                                  Deliveries.  All of the documents required to be delivered
or caused to be delivered by a Rainbow Party pursuant to Sections 3.1(a) and
3.1(b) shall have been delivered contemporaneous with the Closing.


 


ARTICLE X


 


INDEMNIFICATION


 


Section 10.1                                Survival. 
The representations, warranties, agreements, covenants
and obligations of the Fox Parties and the Rainbow Parties contained in this
Agreement, the Schedules and Exhibits hereto, and any certificate, documents or
statement delivered to the other parties pursuant hereto, shall survive for a
period of one (1) year following the Closing and not be affected in any respect
by the Closing, any investigations conducted by any parties or any knowledge of
any party; provided, that
(i) the representations and warranties contained in Sections 5.6 and 7.1
shall survive the Closing indefinitely, and (ii) the representations and
warranties contained in Section 7.5 shall survive the Closing for the
applicable statute of limitations (including any extensions thereof).  If written notice of a claim has been given
prior to the expiration of the applicable representations, warranties or
covenants, then the relevant representations, warranties or covenants shall survive
as to such claim, until such claim has been finally resolved.


 


38





















 


Section 10.2                                Indemnification.


 


(a)                                  The
Fox Parties (the “Fox Indemnifying Parties” and, together with the
Rainbow Indemnifying Parties, “Indemnifying Parties”) shall indemnify
each Rainbow Party and its officers, members and Affiliates (the “Rainbow
Indemnified Parties” and, together with Fox Indemnified Parties, “Indemnified
Parties”) from and against any and all losses, damages, liabilities,
claims, charges, actions, proceedings, demands, judgments, deficiencies,
settlement costs and expenses of any nature whatsoever (including, without
limitation, reasonable attorneys fees and expenses but net of any insurance
proceeds and tax benefits received in connection with such indemnification
claim by such Indemnified Party) (collectively, “Losses”) directly or
indirectly incurred by such Indemnified Party and resulting from (i) the
inaccuracy, in any material respect, of any representation or warranty of Fox
Party, (ii) any breach of or failure to perform by a Fox Party any agreement,
covenant or obligation contained in or made pursuant to this Agreement, and
(iii) the Notes, and all claims, charges, actions or proceedings incident to or
arising out of the foregoing (each such Loss, a “Rainbow Indemnified
Liability”).  For purposes of seeking
indemnity pursuant to this Section 10.2(a), the representations and
warranties of the Fox Parties shall be interpreted without giving effect to any
qualifications or limitations as to “material adverse effect”.  The obligation of the Fox Indemnifying
Parties to indemnify the Rainbow Indemnified Parties as provided in this
Section 10.2(a) shall be subject to the following limitations: (I) the Fox
Indemnifying Parties shall not, in any case, be obligated to indemnify against
any Loss from Rainbow Indemnified Liabilities to the extent the amount thereof
does not exceed in the aggregate $5,000,000 (the “Basket Amount”) and
shall only be liable for amounts in excess of the Basket Amount; (II) the
claims under clauses (i) and (ii) of this Section 10.2(a) shall not, in
any event, exceed $250 million (the “Liability Limit”) and the claims
under clause (iii) of this Section 10.2(a) shall not, in any event, exceed $150
million; (III) as to any particular claim or series of claims arising out
of the same or related facts, events or circumstances, a Rainbow Indemnified
Party shall be entitled to seek indemnity for such claim or claims only if such
claim or claims equals or exceeds $50,000 in which case the Rainbow Indemnified
Party shall be entitled to seek indemnity for the full amount of such claim or
claims, subject to the other limitations herein, and (IV) the Rainbow
Indemnified Liabilities shall not include any Loss that any Rainbow Indemnified
Party would have suffered had this Agreement not been executed and delivered,
including as a direct or indirect partner in any Partnership.  Subject to the immediately preceding
sentence, loss or damage suffered by the Rainbow Indemnified Parties with
respect to any loss in a Partnership shall be equal to, without limitation, the
incremental indirect interest in any Rainbow Indemnified Liability obtained as
a result of the incremental ownership interest acquired hereunder by the Rainbow
Parties, but shall not include any diminution in the value of any asset other
than as a result of the assertion of a Rainbow Indemnified Liability that
directly reduces the value of an asset by offset or otherwise.


 


(b)                                 The
Rainbow Parties (the “Rainbow Indemnifying Parties”) shall indemnify
each Fox Party and its officers, members and Affiliates (the “Fox
Indemnified


 


39





















 


Parties”) from and against any and all Losses
directly or indirectly incurred by such Indemnified Party and resulting from
(i) the inaccuracy, in any material respect, of any representation or warranty
of a Rainbow Party or (ii) any breach of or failure to perform by a Rainbow
Party any agreement, covenant or obligation contained in or made pursuant to
this Agreement and all claims, charges, actions or proceedings incident to or
arising out of the foregoing (each such Loss, a “Fox Indemnified Liability”).  For purposes of seeking indemnity pursuant to
this Section 10.2(b), the representations and warranties of the Rainbow
Parties shall be interpreted without giving effect to any qualifications or
limitations as to “material adverse effect”. 
The obligation of the Rainbow Indemnifying Parties to indemnify the Fox
Indemnified Parties as provided in this Section 10.2(b) shall be subject to the
following limitations: (I) the Rainbow Indemnifying Parties shall not, in
any case, be obligated to indemnify against any Loss from Fox Indemnified
Liabilities until the amount thereof exceeds the Basket Amount and shall
thereafter be liable for all amounts without regard to the Basket Amount;
(II) the claims under this Section 10.2(b) shall not, in any event,
exceed the Liability Limit, except that the claims under this
Section 10.2(b) for a breach of the representations and warranties
contained in Sections 5.6 and 7.1 shall not, in any event, exceed $690
million; and (III) as to any particular claim or series of claims arising
out of the same or related facts, events or circumstances, a Fox Indemnified Party
shall be entitled to seek indemnity for such claim or claims only if such claim
or claims equals or exceeds $50,000 in which case the Fox Indemnified Party
shall be entitled to seek indemnity for the full amount of such claim or claims
(subject to the other limitations herein; and (IV) the Fox Indemnified
Liabilities shall not include any Loss that any Fox Indemnified Party would
have suffered had this Agreement not been executed and delivered, including as
a direct or indirect partner in any Partnership.  Subject to the immediately preceding
sentence, loss or damage suffered by the Fox Indemnified Parties with respect
to any loss in a Partnership shall be equal to, without limitation, the
incremental indirect interest in any Fox Indemnified Liability obtained as a
result of the incremental ownership interest acquired hereunder by the Fox
Parties, but shall not include any diminution in the value of any asset other
than as a result of the assertion of a Fox Indemnified Liability that directly
reduces the value of an asset by offset or otherwise.  Notwithstanding anything herein to the
contrary, the limitations in clauses (I), (II) and (III) of this Section
10.2(b) shall not apply to any claims under this Section 10.2(b) for a breach
of the representations and warranties and covenants contained in Section 5.10
and the proviso to Section 8.1(a).


 


Section 10.3                                Indemnification Procedures.  Each Indemnified Party shall give notice as
promptly as reasonably practicable to each Indemnifying Party from which it is
entitled to seek indemnity under Section 10.2 of any action commenced
against it in respect of which indemnity may be sought hereunder, but failure
to so notify an Indemnifying Party shall not relieve such Indemnifying Party
from any liability that it may have on account of this indemnity agreement or
otherwise so long as such failure shall not have materially prejudiced the
position of the Indemnifying Party.  Upon
such notification, the Indemnifying Party shall assume the defense of such
action and after such assumption the Indemnified Party shall not be entitled to
reimbursement of any expenses incurred by it in connection with such action
except as described below.  In any


 


40





















 


such action, any Indemnified Party shall have the right to retain its
own counsel, but the fees and expenses of such counsel shall be at the expense
of such Indemnified Party unless (i) the applicable Indemnifying Party and the
Indemnified Party shall have mutually agreed to the contrary or (ii) the named
parties in any such action (including any impleaded parties) include both the
applicable Indemnifying Party and the Indemnified Party and representation of
both parties by the same counsel would be inappropriate due to actual or potential
differing interests between them.  The
Indemnifying Party shall not be liable for any settlement of any proceeding
effected without its written consent (which shall not be unreasonably withheld
or delayed by such Indemnifying Party), but if settled with such consent or if
there be final judgment for the plaintiff, the Indemnifying Party shall
indemnify the applicable Indemnified Party from and against any loss, damage or
liability by reason of such settlement or judgment.


 


Section 10.4                                Exclusive
Remedy.  If the Closing occurs, the
indemnification provided for in this Article 10 shall be the exclusive
remedy of any party in respect of inaccuracy in any representations and
warranties contained herein.


 


Section 10.5                                Subrogation.  In the event that an Indemnifying Party shall
be obligated to indemnify an Indemnified Party pursuant to this Article X, the
Indemnifying Party shall upon payment of such indemnity in full, be subrogated
to all rights of the applicable Indemnified Party with respect to the claims
for which such indemnification relates.


 


Section 10.6                                Tax
Treatment.  Any payment under this
Section 10 shall be treated by the parties hereto as an adjustment to the
consideration in connection with the transactions contemplated hereby.


 


ARTICLE XI


 


MISCELLANEOUS


 


Section 11.1                                Notices.  All notices, requests, demands, claims, and
other communications hereunder shall be in writing and shall be delivered by
certified or registered mail (first class postage pre-paid), guaranteed
overnight delivery, or facsimile transmission if such transmission is confirmed
by delivery by certified or registered mail (first class postage pre-paid) or
guaranteed overnight delivery, to the following addresses and facsimile numbers
(or to such other addresses or facsimile numbers which such party shall
designate in writing to the other party):


 


41





















 


(a)                                  if
to any Rainbow Party to:


 


c/o Rainbow
Media Holdings, LLC

1111 Stewart Avenue

Bethpage, New York  11714

Attention:  President

Facsimile:  (516) 803-1006

With a copy to Attention:  Senior Vice
President,


Business Affairs and General Counsel


 


cc:                                 Cablevision
Systems Corporation


1111 Stewart Avenue

Bethpage, New York  11714

Attention:  Executive Vice President and


General Counsel


Facsimile: 
(516) 803-2577


 


(b)                                 If
to any of the Fox Parties:


 


c/o Fox Cable
Networks Group

10201 W. Pico Blvd.

Building 103

Los Angeles, CA  90035

Telephone:  (310) 284-2399

Telecopier:  (310) 229-5656

Attention:  Executive Vice President and 


General Counsel


 


With a copy
to:


 


News
Corporation 

1211 Avenue of the Americas

New York, New York  10036

Telephone:  (212) 852-7000

Telecopier:  (212) 768-7896

Attention: Lawrence A. Jacobs, Esq.


 


and:


 


Hogan &
Hartson L.L.P.

875 Third Avenue

New York, New York  10022

Telephone:  (212) 918-3000

Telecopier:  (212) 918-3100

Attention:  Ira S. Sheinfeld, Esq.


 


42





















 


Section 11.2                                Entire
Agreement. 
This Agreement, including the Exhibits and Schedules attached hereto and
other documents delivered at the Closing pursuant to this Agreement, contain
the entire understanding of the parties in respect of its subject matter and
supersede all prior agreements and understanding between or among the parties
with respect to such subject matter.  The
Exhibits and Schedules constitute a part hereof as though set forth in full
above.


 


Section 11.3                                Expenses; Taxes.  The parties shall pay their own fees and
expenses, including their own counsel fees, incurred in connection with this
Agreement or any transaction contemplated by this Agreement.  Any deed, transfer or other tax arising out
of the transfer of the Transferred Interests and the filing fees for the filing
under the Hart-Scott-Rodino Act shall be paid one-half each by the Rainbow
Parties and the Fox Parties.


 


Section 11.4                                Amendment; Waiver.  This Agreement may not be modified, amended,
supplemented, canceled or discharged, except by written instrument executed by
all of the parties.  Except as expressly
provided herein, no failure to exercise, and no delay in exercising, any right,
power or privilege under this Agreement shall operate as a waiver, nor shall
any single or partial exercise of any right, power or privilege hereunder
preclude the exercise of any other right, power or privilege.  No waiver of any breach of any provision
shall be deemed to been a waiver of any preceding or succeeding breach of the
same or any other provision, nor shall any waiver be implied from any course of
dealing between or among the parties.  No
extension of time for performance of any obligations or other acts hereunder or
under any agreement shall be deemed to be an extension of the time or
performance of any obligations or any other acts.  The rights and remedies of the parties under
this Agreement are in addition to all other rights and remedies, at law or
equity, that they may have against each other.


 


Section 11.5                                Binding Effect; Assignment.  The rights and obligations under this
Agreement shall bind and inure to the benefit of the parties and their respective
successors and permitted assigns.  The
rights and obligations of this Agreement may not be assigned by any of the
parties without the prior written consent of the other parties.


 


Section 11.6                                Counterparts.  This Agreement may be executed in any number of
counterparts, each of which shall be an original but all of which together
shall constitute one and the same instrument.


 


Section 11.7                                Headings.  The headings contained in this Agreement are
for the convenience of reference only and are not to be given any legal effect
and shall not affect the meaning or interpretation of this Agreement.


 


Section 11.8                                Governing Law; Interpretation.  This Agreement shall be construed in
accordance with and governed for all purposes by the laws of the State of New
York applicable to contracts to be wholly performed within such State.  The Rainbow Parties and Fox Parties hereby
(i) irrevocably submit to the jurisdiction of any New York State or Federal
court sitting in New York City in any action or proceeding arising out of or


 


43





















 


relating to this Agreement, (ii) waive any defense based on doctrines
of venue or forum non conveniens, or similar rules or doctrines, and (iii)
irrevocably agree that all claims in respect of such an action or proceeding
may be heard and determined in such New York State or Federal court.  The Rainbow Parties and Fox Parties hereby
waive any right to trial by jury in any action, proceeding or counterclaim
arising out of or relating to this Agreement.


 


Section 11.9                                Severability.  The parties stipulate that the terms and
provisions of this Agreement are fair and reasonable as of the date of this
Agreement.  However, if any provision of
this Agreement is determined by a court of competent jurisdiction or a
Governmental Authority to be invalid, void or unenforceable, the remainder of
the terms, provisions, covenants and restrictions of this Agreement shall
remain in full force and effect and shall in no way be affected, impaired or
invalidated.  If, moreover, any of those
provisions shall for any reason be determined by a court of competent
jurisdiction to be unenforceable because excessively broad or vague as to
duration, geographical scope, activity or subject, it shall be construed by
limiting, reducing or defining it, so as to be enforceable.


 


Section 11.10                          Benefit.  Except with respect to the Transferred
Employees under Section 8.8 and Indemnified Parties under Article 10, nothing
in this Agreement, express or implied, is intended or shall be construed to
confer upon or give to any person, firm or corporation other than the parties
hereto any remedy or claim under or by reason of this Agreement or any term,
covenant or condition hereof, all of which shall be for the sole and exclusive
benefit of the parties hereto.


 


Section 11.11                          Non-Recourse.  Notwithstanding anything contained in this
Agreement to the contrary, it is expressly understood and agreed by the parties
hereto that no representation, undertaking or agreement made in this Agreement
on the part of any party hereto was made or intended to be made as a personal
or individual representation, undertaking or agreement on the part of any
incorporator, stockholder, director, officer, agent, member or partner (past,
present or future), of any party and no personal or individual liability or
responsibility is assumed by, nor shall any recourse at any time be asserted or
enforced against, any such incorporator, stockholder, director, officer, agent,
member or partner, all of which recourse (whether in common law, in equity, by
statute or otherwise) is hereby forever waived and released.


 


Section 11.12                          Termination.  This Agreement may be terminated and the
transactions contemplated herein may be abandoned, (a) by mutual consent of the
parties hereto, or (b) by any party by notice to the other party if the Closing
Date shall not have occurred on or before August 31, 2005. In the event of any
termination of this Agreement, this Agreement shall forthwith become wholly
void and of no further force and effect and there shall be no liability on the
part of any of the parties hereto or their respective officers or directors,
except that termination shall not preclude any party from bringing an action
against another party for breach of any covenant or agreement contained herein
that occurs prior to termination.


 


44





















 


Section 11.13                          FCS
Agreement.  Reference is made to that
certain Agreement Regarding Fox Sports Digital Nets, dated as of June 1,
2001 (the “FCS Agreement”), between Fox Cable Network Services, LLC (“Fox
Cable”) and, respectively, each of the entities set forth on
Schedule A attached thereto (the “Rainbow RSNs”).  Fox Sports Net, on behalf of Fox Cable, and
RMH, on behalf each of the Rainbow RSNs, hereby agree that if and when the
Closing occurs (i) Section 5(b) of the FCS Agreement shall be amended
to reduce the percentage of Digital Net Profit (as defined in the FCS
Agreement) due from Fox Cable to Rainbow NSP Partner from 35% to 25%, and
(ii) to waive any and all rights of any Rainbow RSN to terminate the FCS
Agreement pursuant to Section 6(c) of the FCS Agreement as a result of
(A) a change of control of such Rainbow RSN or (b) if any affiliate
of Rainbow NSP Partner does not have a material ownership interest in NSP.  At all times after the Closing, Rainbow RSN
shall be deemed not to include Ohio Partnership and Florida Partnership.


 


45





















 


IN WITNESS
WHEREOF, the parties hereto have caused this Agreement to be duly
executed and delivered as of the day and year first above written.


 


	
   

  	
  RAINBOW
  MEDIA HOLDINGS, LLC

  
	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name

  
	
   

  	
  Title:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  RAINBOW
  REGIONAL HOLDINGS LLC

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name

  
	
   

  	
  Title:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  RAINBOW
  NATIONAL SPORTS HOLDINGS

  LLC

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name

  
	
   

  	
  Title:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  RAINBOW
  ADVERTISING HOLDINGS LLC

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name

  
	
   

  	
  Title:

  



 


46





















 


	
   

  	
  FOX SPORTS
  NET, INC.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name

  
	
   

  	
  Title:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  FOX SPORTS
  RPP HOLDINGS, INC.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name

  
	
   

  	
  Title:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  FOX SPORTS
  NET NATIONAL NETWORK

  HOLDINGS II, LLC

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name

  
	
   

  	
  Title:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  FOX SPORTS
  NET NATIONAL AD SALES

  HOLDINGS II, LLC

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name

  
	
   

  	
  Title:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  FOX SPORTS
  NET BAY AREA HOLDINGS,

  LLC

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name

  
	
   

  	
   

  	
  Title:

  



 


47





















 


	
   

  	
  FOX SPORTS
  NET CHICAGO HOLDINGS, LLC

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name

  
	
   

  	
  Title:

  



 


48
















Exhibit A


 




 





 


GENERAL PARTNERSHIP AGREEMENT


 


OF PACIFIC REGIONAL PROGRAMMING
PARTNERS


 


 




 
























 


TABLE OF CONTENTS


 


	
  ARTICLE I

  	
   

  	
  DEFINITIONS

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE II

  	
   

  	
  FORMATION OF GENERAL PARTNERSHIP

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  2.1

  	
   

  	
  Formation

  	
   

  	
   

  
	
  2.2

  	
   

  	
  Name

  	
   

  	
   

  
	
  2.3

  	
   

  	
  Compliance with Partnership and Other Laws

  	
   

  	
   

  
	
  2.4

  	
   

  	
  Principal Place of Business

  	
   

  	
   

  
	
  2.5

  	
   

  	
  Purpose

  	
   

  	
   

  
	
  2.6

  	
   

  	
  Term of Partnership

  	
   

  	
   

  
	
  2.7

  	
   

  	
  Qualification in other Jurisdictions

  	
   

  	
   

  
	
  2.8

  	
   

  	
  Ownership of Property

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE III

  	
   

  	
  PARTNERSHIP CAPITAL

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  3.1

  	
   

  	
  Capital Contributions

  	
   

  	
   

  
	
  3.2

  	
   

  	
  Failure to Make Capital Contributions

  	
   

  	
   

  
	
  3.3

  	
   

  	
  Capital Accounts

  	
   

  	
   

  
	
  3.4

  	
   

  	
  Allocation of Items of Partnership Income,
  Gain, Loss, Deduction and Credit

  	
   

  	
   

  
	
  3.5

  	
   

  	
  Distributions

  	
   

  	
   

  
	
  3.6

  	
   

  	
  Partnership Funds

  	
   

  	
   

  
	
  3.7

  	
   

  	
  Borrowings

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE IV

  	
   

  	
  MANAGEMENT OF THE PARTNERSHIP

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  4.1

  	
   

  	
  Management of the Partnership’s Business

  	
   

  	
   

  
	
  4.2

  	
   

  	
  Partners’ Committee

  	
   

  	
   

  
	
  4.3

  	
   

  	
  Budget and Business Plan

  	
   

  	
   

  
	
  4.4

  	
   

  	
  Limitation on Agency

  	
   

  	
   

  
	
  4.5

  	
   

  	
  Managing Partner’s Services and Expenses

  	
   

  	
   

  
	
  4.6

  	
   

  	
  Liability of Partners’ Committee and
  Managing Partner

  	
   

  	
   

  
	
  4.7

  	
   

  	
  Indemnification

  	
   

  	
   

  
	
  4.8

  	
   

  	
  Approved Agreements

  	
   

  	
   

  
	
  4.9

  	
   

  	
  Unanimous Actions by Partners

  	
   

  	
   

  
	
  4.10

  	
   

  	
  Removal of Managing Partner

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE V

  	
   

  	
  BOOKS AND RECORDS; REPORTS TO PARTNERS

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  5.1

  	
   

  	
  Books and Records

  	
   

  	
   

  
	
  5.2

  	
   

  	
  Financial Reports

  	
   

  	
   

  
	
  5.3

  	
   

  	
  Tax Returns and Information

  	
   

  	
   

  



 


i





















 


	
  ARTICLE VI

  	
   

  	
  PLEDGES, TRANSFERS, ADMISSIONS, WITHDRAWALS

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  6.1

  	
   

  	
  Transfer by Partners

  	
   

  	
   

  
	
  6.2

  	
   

  	
  Additional Provisions Relating to Transfer

  	
   

  	
   

  
	
  6.3

  	
   

  	
  Effect of Attempted Transfer; Withdrawals
  and Admissions Generally

  	
   

  	
   

  
	
  6.4

  	
   

  	
  Tax Allocation Adjustments; Distributions
  After Transfer

  	
   

  	
   

  
	
  6.5

  	
   

  	
  Certain Affiliate Transferee Transactions
  Not Deemed Transfers

  	
   

  	
   

  
	
  6.6

  	
   

  	
  Buy-Out Procedure

  	
   

  	
   

  
	
  6.7

  	
   

  	
  Special Party Transfers

  	
   

  	
   

  
	
  6.8

  	
   

  	
  Buy-Sell Procedure

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE VII

  	
   

  	
  EVENTS OF DEFAULT

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  7.1

  	
   

  	
  Events of Default

  	
   

  	
   

  
	
  7.2

  	
   

  	
  Remedies of Non-Defaulting Partners

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE VIII

  	
   

  	
  DURATION AND TERMINATION OF THE PARTNERSHIP

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  8.1

  	
   

  	
  Events of Termination

  	
   

  	
   

  
	
  8.2

  	
   

  	
  Winding-Up

  	
   

  	
   

  
	
  8.3

  	
   

  	
  Purchase Option Upon Bankruptcy of a
  Partner

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE IX

  	
   

  	
  COVENANTS, REPRESENTATIONS AND WARRANTIES

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  9.1

  	
   

  	
  Compliance with Applicable Law

  	
   

  	
   

  
	
  9.2

  	
   

  	
  No Restrictive Covenants

  	
   

  	
   

  
	
  9.3

  	
   

  	
  Indemnification of Partners; Contribution

  	
   

  	
   

  
	
  9.4

  	
   

  	
  Notice of Change in Control and Indirect
  Transfer

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE X

  	
   

  	
  MISCELLANEOUS

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  10.1

  	
   

  	
  Waiver of Partition

  	
   

  	
   

  
	
  10.2

  	
   

  	
  Modification; Waivers

  	
   

  	
   

  
	
  10.3

  	
   

  	
  Entire Agreement

  	
   

  	
   

  
	
  10.4

  	
   

  	
  Severability

  	
   

  	
   

  
	
  10.5

  	
   

  	
  Notices

  	
   

  	
   

  
	
  10.6

  	
   

  	
  Successors and Assigns

  	
   

  	
   

  
	
  10.7

  	
   

  	
  Counterparts

  	
   

  	
   

  
	
  10.8

  	
   

  	
  Headings; Cross-references

  	
   

  	
   

  
	
  10.9

  	
   

  	
  Construction

  	
   

  	
   

  
	
  10.10

  	
   

  	
  Property Rights; Confidentiality

  	
   

  	
   

  
	
  10.11

  	
   

  	
  Non-Recourse

  	
   

  	
   

  
	
  10.12

  	
   

  	
  Further Actions

  	
   

  	
   

  
	
  10.13

  	
   

  	
  Survival

  	
   

  	
   

  
	
  10.14

  	
   

  	
  Governing Law

  	
   

  	
   

  
	
  10.15

  	
   

  	
  No Right of Set-Off

  	
   

  	
   

  



 


ii





















 


	
  10.16

  	
   

  	
  Expenses of the Parties

  	
   

  	
   

  
	
  10.17

  	
   

  	
  Unregistered Interests

  	
   

  	
   

  



 


 


	
  ANNEXES

  
	
   

  	
   

  	
   

  
	
  A

  	
   

  	
  Approved Agreements of the Partnership

  
	
  B

  	
   

  	
  Budget and Business Plan

  
	
  C

  	
   

  	
  Form of Subordinated Note

  
	
  D

  	
   

  	
  Allocation Policy for Management Overhead

  



 


iii





















 


THIS GENERAL PARTNERSHIP AGREEMENT (the “Agreement”) of Pacific
Regional Programming Partners, a general partnership organized under the laws
of the State of New York (the “Partnership”), made as of
                    
       , 2005 is entered into by and between
Rainbow Regional Holdings Sub, L.L.C., a Delaware limited liability company (“Rainbow
Partner”), and Fox Sports RPP Holdings, Inc., a Delaware Corporation (“Fox
Partner”).


 


W I T N E S S E T H:


 


WHEREAS, Rainbow Partner and Fox Partner desire to enter into this
Agreement in connection with the formation of the Partnership to, among other
things, own interests in SportsChannel Pacific Associates.


 


WHEREAS, the Partnership is being formed pursuant to the Distribution
and Transfer Agreement, dated as of February 18, 2005, between Rainbow
Media Holdings, LLC, Fox Sports Net, Inc., and the other parties thereto.


 


WHEREAS, Rainbow Partner and Fox Partner wish to set forth their
respective rights and obligations with respect to the formation of the
Partnership under the Partnership Law of the State of New York.


 


NOW, THEREFORE, for and in consideration of the premises and the mutual
covenants contained herein, and for other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the parties hereto
intending to be legally bound hereby agree as follows:


 





















 


ARTICLE I


 


DEFINITIONS


 


As used herein, the following terms have the meanings assigned to them
in this Article (except as otherwise expressly provided) and include the plural
as well as the singular, and all accounting terms not otherwise defined herein
have the meanings assigned to them in accordance with GAAP, as in effect from
time to time and any capitalized term used herein and not defined in this
Article is defined in the provision of this Agreement where such term is first
used:


 


Adjusted
Capital Account Deficit:  With respect to any Partner, the deficit balance,
if any, in such Partner’s Capital Account as of the end of the relevant taxable
period, after giving effect to the following adjustments:  (i) credit to such Capital Account any
amounts that such Partner is obligated to restore or is deemed to be obligated
to restore pursuant to the next-to-last sentences of Treasury Regulations
Section 1.704-2(g)(1) and Treasury Regulations Section 1.704-2(i)(5), and
(ii) debit to such Capital Account the items described in Treasury
Regulations Section 1.704-1(b)(2)(ii)(d)(4), (5) and (6).


 


Affiliate:  As to any Person, any other Person that
directly or indirectly through one or more intermediaries is Controlled by,
Controls or is under common Control with, such Person.  Notwithstanding the foregoing,
(i) neither the Partnership nor any Person Controlled by the Partnership
shall be deemed to be an “Affiliate” of any Partner or of any Affiliate of any
Partner and (ii) no Partner or any Affiliate thereof shall be deemed to be
an “Affiliate” of any other Partner or any Affiliate thereof solely by virtue
of its Interest in the Partnership.


 


Affiliate
Transferee:  As
defined in Section 6.5(a).


 


Agreement:  This General Partnership Agreement, as the
same may be amended from time to time in accordance with the provisions hereof. 


 


Allocated
Interest Offer Price: 
In the case of any proposed sale of an Offered Interest (as defined in
Section 6.1(b)) in conjunction with other property owned by a Partner or an
Affiliate of a Partner, an amount equal to the product of the aggregate
consideration, including, without limitation, the assumption of debt and any
contractual payments to be received for all such property and a fraction, the
numerator of which is equal to the Fair Market Value of the Offered Interest
and the denominator of which is equal to the Fair Market Value of all such
property to be sold.


 


2





















 


Appraiser:  An independent investment banking firm
appointed in accordance with the terms of this Agreement that (a) is not
(i) an Affiliate, or an officer, director, employee or holder of any
voting securities of the Partnership or any Partner or (ii) an officer,
director, employee or holder of more than 5% of the voting securities of any
Affiliate of any Partner, and (b) is engaged as a regular part of its
business in the valuation of business entities.


 


Approved
Agreements:  The
agreements listed in Annex A to this Agreement and following a Special
Party Transfer, the agreements referred to in Section 6.7, in any case as
the same may be amended from time to time in accordance with the provisions
hereof and thereof.


 


Arm’s-length
basis:  As to
any transaction, agreement or other arrangement, being on terms that would be
reached by unrelated parties not under any compulsion to contract.


 


Bankruptcy:  The “Bankruptcy” of a Partner shall be deemed
to have occurred and a Partner shall be “Bankrupt” for purposes of this
Agreement upon the happening of any of the following:


 


(a)           The valid
appointment of a receiver or trustee to administer all or a substantial portion
of a Partner’s assets or a Partner’s Interest in the Partnership;


 


(b)           The filing by a
Partner of a voluntary petition for relief under the Bankruptcy Code or of a
pleading in any court of record admitting in writing its inability to pay its
debts generally as they become due;


 


(c)           The making by a
Partner of a general assignment for the benefit of creditors;


 


(d)           The filing by a
Partner of an answer admitting the material allegations of, or its consenting
to or defaulting in answering, a petition for relief filed against it in any
proceeding under the Bankruptcy Code; or


 


(e)           The entry of an
order, judgment or decree by any court of competent jurisdiction, granting
relief against a Partner in a proceeding under the Bankruptcy Code, and such
order, judgment or decree continuing unstayed and in effect for a period of
thirty (30) days after such entry.


 


Bankruptcy
Code:  The
Bankruptcy Reform Act of 1978, as amended from time to time, any successor
federal statute or any state law for the relief of debtors.


 


Bona Fide
Offer:  As
defined in Section 6.1(b).


 


3





















 


Budget:  At any time, the then-effective annual
operating and capital budget for the Partnership.  The 2005 Budget is annexed hereto as Annex B.


 


Business Day:  Each Monday, Tuesday, Wednesday, Thursday or
Friday which is not a day on which banking institutions in New York City are
authorized or obligated by law to close.


 


Business Plan:  The business plan for the Partnership for the
period from January 1, 2005 through December 31, 2009, a copy of which is
annexed hereto as Annex B, or the then-effective five-year business
plan for the Partnership.


 


Business Plan
Cash Flow:  The
aggregate amount of cash flow for the Partnership for the four consecutive
calendar quarters commencing with the calendar quarter immediately following
the last day of the calendar quarter as to which the determination is being
made as set forth in the then-applicable Business Plan or, if the then-applicable
Business Plan does not include the necessary quarterly information, the amount
shall be obtained by taking the information as to the applicable year or, if
applicable, a pro rata portion of the two relevant years in the then-applicable
Business Plan.


 


Buy-Out
Closing Date: 
As defined in Section 6.6(d).


 


Buy-Out
Commencement Date: 
(i) The later of (a) the third anniversary of the Effective
Date or (b) the date on which a Buy-Out Trigger occurs and (ii) the
date on which Fox Partner gives a notice to remove the Managing Partner
pursuant to Section 4.10.


 


Buy-Out Price:  As defined in Section 6.6(b).


 


Buy-Out
Procedure:  As
defined in Section 6.6(a).


 


Buy-Out
Trigger:  The
date on which Fox Partner shall have voted against a second separate matter
submitted by Rainbow Partner to either the Partners’ Committee pursuant to
Section 4.2 or to all Partners for unanimous consent pursuant to Section
4.9.  Rainbow Partner agrees that it
shall not submit any matter to the Partners’ Committee pursuant to
Section 4.2 or all Partners for unanimous consent pursuant to Section 4.9
with knowledge that no reasonable Partner would approve such matter.


 


Buy-Sell
Closing Date: 
As defined in Section 6.8(d).


 


Buy-Sell
Procedure:  As
defined in Section 6.8(a).


 


Buy-Sell
Trigger Date: 
As defined in Section 6.8(a).


 


Capital
Account:  As
defined in Section 3.3(a).


 


4





















 


Change in
Control:  As to
any Partner, a change, shift or transfer of Control with respect to such
Partner (including any change in the Control of any entity Controlling such
Partner).  Notwithstanding the foregoing,
no Change in Control shall be deemed to have occurred with respect to
(i) Rainbow Partner as a result of a change, shift or transfer of Control
with respect to RMH or any Person Controlling RMH or as the result of the
consummation of a transaction with a Special Party; or (ii) Fox Partner as
a result of a change, shift or transfer of Control with respect to Fox or any
Person Controlling Fox.


 


Code:  The United States Internal Revenue Code of
1986, as amended from time to time, or any successor statute or statutes to the
Internal Revenue Code of 1986.


 


Complying
Partner:  As
defined in Section 3.2(a).


 


Contributing
Partner:  As
defined in Section 3.2(a).


 


Contribution
Date:  As
defined in Section 3.1(a).


 


Consumer Price
Index:  The
Consumer Price Index (All Items) published in the Monthly Labor Review
by the U.S. Bureau of Labor Statistics or, if such index shall no longer be
published, any comparable measure of changes in consumer prices on a national
basis that is prepared and published periodically by an agency of the United
States Government.


 


Control:  As to any Person, the possession, directly or
indirectly, of the power to direct or cause the direction of the management and
policies of such Person, whether through ownership of voting securities or
partnership interests, by contract or otherwise.


 


Damages:  As defined in Section 7.2.


 


Defaulting
Partner:  As
defined in Section 7.1.


 


Delinquent
Partner:  As
defined in Section 3.2(c).


 


Designee:  An Affiliate of an Offeree designated by the
Offeree to purchase an Interest.


 


Distributable
Cash:  The
amount of cash held by the Partnership as of the close of business on the last
day of the preceding calendar quarter, minus (i) if negative, the
amount of the Business Plan Cash Flow as reflected in the then-applicable
Business Plan and (ii) the greater of (A) 20% of the amount of cash
held by the Partnership as of the close of business on the last day of the preceding
calendar quarter or (B) $10 million.


 


5





















 


Distribution
and Transfer Agreement:  The Distribution and Transfer Agreement,
dated as of February 18, 2005, by and among RMH, Fox Partner and the other
parties thereto.


 


Effective Date: 
                 
      , 2005.


 


Event of
Default:  As
defined in Section 7.1.


 


Event of
Termination:  As
defined in Section 8.1.


 


Excess
Contribution: 
As defined in Section 3.2(a).


 


Fair Market
Value:  As to
any property, the price at which a willing seller would sell and a willing
buyer would buy such property having full knowledge of the facts, and assuming
each party acts on an Arm’s-length basis with the expectation of concluding the
purchase or sale within a reasonable time. 
Except as provided herein, in any case where there is a dispute as to
the Fair Market Value of any property, such dispute shall be determined by an
Appraiser selected jointly by the applicable Partners or, if the applicable
Partners are not able to agree on an Appraiser, each applicable Partner shall
select an Appraiser and the Appraisers so selected shall select another
Appraiser, which shall determine the Fair Market Value of the property in
question.


 


Fiscal Year:  As defined in Section 5.1(c).


 


Forfeited Partner:  As defined in Section 3.2(c).


 


Fox:  Fox Entertainment Group, Inc., a Delaware
corporation, and any entity succeeding to all or substantially all of the
assets of Fox Entertainment Group, Inc.


 


Fox Partner:  Fox Sports RPP Holdings, Inc., a Delaware
corporation.


 


GAAP:  Generally accepted accounting principles as
in effect in the United States from time to time and consistently applied.


 


Indirect
Transfer:  With
respect to an Interest, a transfer of Control of the Partner directly owning
such Interest or of any Affiliate of a Partner more than 50% of the Fair Market
Value of which is attributable, directly or indirectly, to such Interest; provided
that any transaction which is not a Change in Control by virtue of the second
sentence of the definition of “Change in Control” shall similarly not be an
Indirect Transfer.


 


Initial
Capital Account Balance:  The Initial Capital Account Balance of
(i) the Rainbow Partner shall equal 60% of the aggregate of the capital
account interest of RPP Pacific Partner I and RPP Pacific Partner II
in Prior Partnership immediately preceding the distribution of the interests in
the Partnership pursuant


 


6





















 


to the
Distribution and Transfer Agreement, and (ii) the Fox Partner shall equal
40% of the aggregate of the capital account interest of RPP Pacific
Partner I and RPP Pacific Partner II in Prior Partnership immediately
preceding the distribution of the interests in the Partnership pursuant to the
Distribution and Transfer Agreement.


 


Initiating
Partner:  As
defined in Section 6.8(a).


 


Interest:  As to each Partner, such Partner’s rights to
participate in the income, gains, losses, deductions and credits of the
Partnership, together with all other rights and obligations of such Partner
under this Agreement.


 


Losses:  As defined in Section 3.4(a).


 


Make-up Amount:  As defined in Section 3.2(c).


 


Make-up
Contribution: 
As defined in Section 3.2(c).


 


Management
Overhead: 
Expenses of Related Persons with respect to the Managing Partner, a
portion of which are allocated to the Partnership and any Related Persons with
respect to the Managing Partner pursuant to Section 4.5.


 


Managing
Partner:  The
Managing Partner of the Partnership shall be Rainbow Partner, unless and until
changed in accordance with the provisions of this Agreement.


 


Material Asset:  (i) any interest in SportsChannel
Pacific Associates, (ii) any asset of the Partnership designated as a
“Material Asset” by the Partners’ Committee, or (iii) any asset with a
Fair Market Value in excess of $20 million.


 


Minimum Gain
Attributable to Partner Nonrecourse Debt:  That amount determined in accordance with the
principles of Treasury Regulations Section 1.704-2(i)(3).


 


Minimum
Interest:  As to
any Person, (i) 50% of the voting securities or (ii) 50% of each of
(a) all of the general partnership or membership interests in such Person
and (b) all of the partnership or membership interests in such Person.


 


Nonbankrupt
Partner:  As
defined in Section 8.3.


 


Non-Defaulting
Partner:  As
defined in Section 7.2.


 


Nonrecourse
Deductions:  Any
and all items of loss or deduction or expenditure, including those described in
Section 705(a)(2)(B) of the Code that in accordance with the principles of
Treasury Regulations Section 1.704-2(b)(1) are attributable to a Nonrecourse
Liability.


 


7





















 


Nonrecourse
Liability:  Has
the meaning set forth in Treasury Regulations Section 1.704-2(b)(3).


 


Offered
Interest:  As
defined in Section 6.1(b).


 


Offeree:  As defined in Section 6.1(b).


 


Offer Notice:  As defined in Section 6.1(b).


 


Partner:  Rainbow Partner, Fox Partner or any other
Person hereafter admitted to the Partnership in accordance with the terms
hereof, but excluding any Person that ceases to be a Partner in accordance with
the terms hereof.


 


Partner
Nonrecourse Debt: 
Has the meaning set forth in Treasury Regulations Section 1.704-2(b)(4).


 


Partner
Nonrecourse Deductions:  Any and all items of loss or deduction or
expenditure, including those described in Section 705(a)(2)(B) of the Code that
in accordance with the principles of Treasury Regulations Section
1.704-2(i)(2), are attributable to Partner Nonrecourse Debt.


 


Partners’
Committee:  As
defined in Section 4.2.


 


Partner’s Loan:  A loan by a Partner or a Related Person of a
Partner to the Partnership in respect of which repayment of principal and
interest shall be subordinated to the repayment of the principal of, and
interest on, the indebtedness of the Partnership to third party lenders.  All Partner’s Loans shall bear interest,
payable quarterly, at the Prime Rate and shall be unsecured and recourse
thereunder shall be limited to the assets of the Partnership, and, except as
otherwise provided in Section 6.2(b), the note evidencing the same shall be
non-negotiable and non-transferable (except to a Permitted Transferee of an
Interest) and shall be in substantially the form annexed hereto as Annex C.


 


Partnership:  As defined in the Recitals.


 


Partnership
Minimum Gain: 
That amount determined in accordance with the principles of Treasury
Regulations Section 1.704-2(d).


 


Partnership
Property:  As
defined in Section 2.8.


 


Permitted
Investment:  An
investment of any of the following types: 
(a) United States Treasury bills and notes; (b) securities
guaranteed by the United States or an agency of the United States and backed by
the full faith and credit of the United States; (c) certificates of
deposit, banker’s acceptances or time deposits issued by any commercial bank or
branch thereof chartered by the United States or any State thereof or by the
District of Columbia and having its long-term debt obligations rated A- or
better by Standard & Poor’s Ratings Group (“Standard &


 


8





















 


Poor’s”);
(d) commercial paper rated A-3 or better by Standard & Poor’s;
(e) repurchase agreements with financial institutions the long-term debt
obligations of which are rated A- or better by Standard & Poor’s;
(f) Eurodollar deposits with direct subsidiaries of any commercial bank
chartered by the United States or any State thereof or by the District of
Columbia and having its long-term debt obligations rated A- or better by
Standard & Poor’s; or (g) other instruments and investments approved
by the Partners’ Committee.


 


Person:  An individual or a corporation, partnership,
limited liability company, trust, unincorporated association or other entity.


 


Prime Rate:  A rate of interest equal to the rate per
annum announced from time to time by JPMorgan Chase Bank, N.A. at its principal
office as its prime rate (which rate shall change when and as such announced
prime rate changes) but in no event more than the maximum rate of interest
permitted to be collected from time to time under applicable usury laws.


 


Prior
Partnership means SportsChannel Pacific Associates, a
New York general partnership.


 


Profits:  As defined in Section 3.4(a).


 


Purchasing
Partner:  As
defined in Section 6.8(d).


 


Rainbow
Partner: 
Rainbow Regional Holdings Sub, L.L.C., a Delaware limited liability
company.


 


Refusing Partner:  As defined in Section 3.2(a).


 


Related Party
Transaction:  As
defined in Section 4.9(a).


 


Related Person:  As to each Partner, (i) such Partner,
(ii) each Affiliate of such Partner, (iii) each director, officer or
general partner of, or any stockholder or limited partner known to the Partner
to own an equity interest greater than 10% in, such Partner or any Affiliate of
such Partner, or (iv) each Person other than the Partnership in which such
Partner or, to the knowledge of such Partner, any Affiliate of such Partner has
an equity interest greater than 10%, excluding any business in which the
Partnership has an interest, directly or indirectly.


 


Responding
Partner:  As
defined in Section 6.8(a).


 


Restricted
Person:  Each
Person listed on a writing executed by the parties hereto on the date of the
Distribution and Transfer Agreement.


 


Restrictive
Covenants:  As
defined in Section 9.2.


 


9





















 


RMH:  Rainbow Media Holdings, LLC, a Delaware
limited liability company, and any entity succeeding to all or substantially
all of its assets.


 


RPP Pacific
Partner I means Regional Pacific Holdings,
L.L.C., a Delaware limited liability company.


 


RPP Pacific
Partner II means Regional Pacific Holdings,
L.L.C., a Delaware limited liability company.


 


Selling
Partner:  As
defined in Section 6.1(b)


 


Senior Credit
Agreement:  Any
instrument creating or otherwise evidencing indebtedness of the Partnership to
a third party lender that is (x) approved by the Partners’ Committee or
(y) incurred for one or more of the purpose described in Section
4.9(a)(ix).


 


Sharing
Percentage: 
Subject to adjustment pursuant to Section 3.2 hereof the Sharing
Percentage of each Partner in the Partnership shall be as follows:


 


	
  Rainbow
  Partner:

  	
   

  	
  60

  	
  %

  
	
  Fox Partner:

  	
   

  	
  40

  	
  %

  



 


Special Party:  Any of the parties identified as such in a
writing delivered by the parties hereto prior to the execution of this
Agreement.


 


Special Party
Counterpart: 
The Counterpart of this Agreement identified in a writing delivered by
the parties hereto prior to the execution of this Agreement.


 


Special Party
Transfer:  A
Transfer by Rainbow Partner of all of its Interest to a Special Party.


 


Stated Value:  As defined in Section 6.8(a).


 


Tax Matters
Partner:  As
defined in Section 5.3(a).


 


Term:  As defined in Section 2.6.


 


Timely Partner:  As defined in Section 3.2(c).


 


Transfer:  To sell, assign, transfer, pledge or
otherwise dispose of, or encumber (voluntarily, involuntarily or by operation
of law); provided that a “Transfer” shall not include any bona fide
assignment, hypothecation, pledge or encumbrance to any unaffiliated third
party lender in a financing transaction.


 


Transferring
Partner:  As
defined in Section 6.8(d).


 


10





















 


ARTICLE II


 


FORMATION OF GENERAL PARTNERSHIP


 


2.1           Formation


 


(a)           Pursuant to the
terms and conditions contained in this Agreement, Rainbow Partner is hereby
admitted to the Partnership as a Partner owning a 60% Sharing Percentage and
Fox Partner is hereby admitted to the Partnership as a Partner owning a 40%
Sharing Percentage.


 


(b)           The name and mailing
address of each Partner and the amount credited to each Partner’s Capital
Account shall be listed on Schedule A attached hereto.  The Managing Partner shall update and
distribute to the other Partners Schedule A from time to time as
necessary to accurately reflect the information therein.  Any amendment or revision to Schedule A
made in accordance with this Agreement shall not be deemed an amendment to this
Agreement that requires the consent of the Partners.  Any reference in this Agreement to Schedule
A shall be deemed to be a reference to Schedule A as amended and in
effect from time to time.


 


2.2           Name.  The name of the Partnership shall be Pacific
Regional Programming Partners or any other name designated by the Partners’
Committee upon compliance with all applicable laws.


 


2.3           Compliance with Partnership and
Other Laws.  The Partners will use
their reasonable best efforts to take the actions required to cause the
Partnership to comply with all applicable partnership laws, assumed name acts,
fictitious name acts, and similar statutes in effect in each jurisdiction or
political subdivision in which the Partnership does business from time to time,
and the Partners agree to execute


 


11





















 


appropriate documents requested by the
Managing Partner with the advice of counsel to comply with such laws.  All actions to be taken pursuant to this
Section 2.3 by the Partnership and by the Partners shall be at Partnership
expense.


 


2.4           Principal Place of Business.  The principal place of business of the
Partnership shall be a place in the United States designated by the Managing
Partner from time to time.


 


2.5           Purpose.  The Partnership is formed for the object and
purpose of, and the nature of the business to be conducted and promoted by the
Partnership is, engaging in any lawful act or activity for which partnerships
may be formed under the laws of the State of New York and engaging in any and
all activities necessary, convenient, desirable or incidental to the foregoing,
including, without limitation, acquiring, holding, managing, operating and
disposing of real and personal property.


 


2.6           Term of Partnership.  The term of the Partnership (the “Term”)
shall continue for ninety-nine (99) years from the Effective Date, unless the
Partnership is sooner dissolved and terminated as provided in Article VIII.


 


2.7           Qualification in other
Jurisdictions.  The Partners shall
cause the Partnership to be qualified, formed or registered under assumed or
fictitious name statutes or similar laws in any jurisdiction in which the
Partnership transacts business.  The
Managing Partner shall execute, deliver and file any certificates (and any
amendments and/or restatements thereof) necessary for the Partnership to
qualify to do business in a jurisdiction in which the Partnership wishes to
conduct business.


 


2.8           Ownership of Property.  Except to the extent the Managing Partner
deems it to be in the best interests of the Partnership to use nominees from
time to time,


 


12





















 


legal title to all assets, rights and
property, whether real, personal or mixed, owned by the Partnership
(collectively, the “Partnership Property”) shall be acquired, held and
conveyed only in the name of the Partnership.


 


ARTICLE III


 


PARTNERSHIP CAPITAL


 


3.1           Capital Contributions.


 


(a)           Unless otherwise
agreed by all Partners, all capital contributions (other than any initial
capital contribution) shall be in cash. 
Except as provided in Sections 4.9 and 6.6(c), the Managing Partner
shall from time to time during the Term give notice to each Partner of any
capital contribution due in accordance with (x) the Budget or
(y) Section 3.1(c) not less than 30 nor more than 90 days prior to
the date on which such capital contribution is due.  Such notice shall set forth the amount to be
contributed by each Partner, the date (the “Contribution Date”) on which
the contribution is to be made, and the account of the Partnership to which
such funds are to be transmitted.  There
shall be no more than one capital call under this Section 3.1(a) in any
calendar month.


 


(b)           All capital
contributions under Section 3.1(a) to be made by the Partners shall be in
proportion to their respective Sharing Percentages (determined, in each case,
at the time the notice contemplated by Section 3.1(a) is given).


 


(c)           If the Managing
Partner determines that it is necessary or desirable to require the Partners to
recontribute to the Partnership as capital contributions some or all of the
distributions made to each such Partner (or its predecessor in interest)
pursuant to Section 3.5 within 36 months of such determination in order to
permit the Partnership


 


13





















 


to make, within 30 days of the due date for
such capital contributions, “up front” or other payments under rights
agreements (but only if such payments are required under the terms of the
relevant agreement including as the same is proposed to be entered into or
amended in connection with the payment), the Managing Partner shall provide the
notice required by Section 3.1(a). 
The amount to be recontributed
shall be based upon the Partner’s pro rata share of all prior distributions
under Section 3.5, adjusted to reflect any prior capital contribution
under this Section 3.1(c).


 


3.2           Failure to Make
Capital Contributions.


 


(a)           Upon the failure of
any Partner (the “Refusing Partner”) to make all or a portion of a
capital contribution required of it pursuant to this Agreement on or before any
Contribution Date, any other Partner (each, a “Complying Partner”) may,
at its option exercised by giving notice to the other Partners, make up the
defaulted capital contribution or any portion thereof by making a capital
contribution to the Partnership in an amount not exceeding the amount of the
required capital contribution which the Refusing Partner failed to make.  If more than one Complying Partner wishes to
contribute all or any portion of the unpaid amount of the Refusing Partner’s
required capital contribution, and the aggregate amount which such Complying
Partners wish to contribute exceeds the unpaid amount of the Refusing Partner’s
required capital contribution, then the Complying Partners shall determine
among themselves the amount that each such Complying Partner shall contribute
to the Partnership, or, in the event the Complying Partners cannot agree, each
Complying Partner shall contribute to the Partnership an amount equal to its pro
rata share (based on the proportion that each Complying Partner’s Sharing
Percentage bears to the aggregate Sharing Percentages on


 


14





















 


the relevant Contribution Date of all the
Complying Partners that wish to contribute) of the Refusing Partner’s required
additional capital contribution.  Each
Complying Partner that makes a capital contribution pursuant to this Section
3.2 shall be referred to herein as a “Contributing Partner.”  Any contribution by a Contributing Partner of
such additional amount as a capital contribution pursuant to this
Section 3.2(a) shall be deemed an additional capital contribution of such
Contributing Partner (an “Excess Contribution”).


 


(b)           Whenever pursuant to
this Section 3.2 with respect to any capital call, a Refusing Partner has not,
within 15 days after the related Contribution Date, made capital contributions
in an amount equal to the full capital call of such Refusing Partner, then the
Sharing Percentage of such Refusing Partner in the Partnership shall be
reduced, with effect from the related Contribution Date, so that such Sharing
Percentage equals the quotient (expressed as a percentage) of (x) the sum
of (i) the Initial Capital Account Balance of such Refusing Partner and (ii) all
capital contributions made by such Refusing Partner less all distributions of
capital to the Refusing Partner following the Effective Date and prior to the
related Contribution Date divided by (y) the sum of (a) the Initial
Capital Account Balances of all Partners and (b) all the capital
contributions of all Partners less all distributions of capital to all Partners
following the Effective Date and prior to the related Contribution Date
(including any capital contributions made in respect of such capital call
pursuant to Section 3.2(a), regardless of when made); and the Sharing
Percentage of each Complying Partner shall be increased, with effect from the
related Contribution Date, by an amount equal to the product of (I) the
amount by which the Sharing Percentage of such Refusing Partner has been
reduced pursuant to this sentence and (II) the quotient of (A) the
sum of (X) the Initial Capital Account Balance of such


 


15





















 


Complying Partner and (Y) all capital
contributions made by such Complying Partner less all distributions of capital
to such Complying Partner following the Effective Date and prior to the related
Contribution Date (including any additional capital contribution made by such
Complying Partner pursuant to Section 3.2(a), regardless of when made) divided
by (B) the sum of (aa) the Initial Capital Account Balances of all of
the Complying Partners and (bb) all the capital contributions of all
Complying Partners less all distributions of capital to all Complying Partners
following the Effective Date and prior to the related Contribution Date
(including any additional capital contributions made in respect of such capital
call pursuant to Section 3.2(a), regardless of when made).


 


(c)           If at any time
(i) any Partner’s Sharing Percentage is less than two-fifths of such
Partner’s Sharing Percentage as of the Effective Date (appropriately adjusted
to reflect any admissions of additional Partners) or (ii) any Partner has
failed to make in full a capital contribution required under
Section 3.1(c) within the time period contemplated by Section 3.1(a),
such Partner shall forfeit (i) all voting rights (including the voting
rights, if any, of its representatives on the Partners’ Committee), except as
otherwise required by law and except as provided in Section 4.9(b) and
(ii) such Partner’s right to consent (or withhold consent) to Transfers
under (and as defined in) Section 6.1(a) and such Partner’s right of first
refusal pursuant to Section 6.1(b) hereof. 
A Partner that has forfeited its voting and other rights under this
paragraph is referred to as a “Forfeited Partner” for and during the
period such rights are so forfeited. 
Except as otherwise specifically provided in this Section 3.2(c), a
Forfeited Partner shall continue to be a Partner in all other respects and
shall not, by virtue of becoming a Forfeited Partner, be released from any of
its obligations as a general partner in the Partnership or under this


 


16





















 


Agreement (including its obligations with
respect to required additional capital contributions).  The forfeiture by any Partner of certain of
its rights pursuant to this Section 3.2(c) shall not prejudice the right of
such Partner to any claim that such Partner may have at law against the
Managing Partner in the case of a breach by the Managing Partner of any
provision of this Agreement or of the duties of care and of loyalty owed by the
Managing Partner to the Partnership.


 


In the event that any Partner (the “Delinquent Partner”) fails
to make a capital contribution on or before the Contribution Date specified in
the notice of the Managing Partner, but does make its contribution within
15 days after such Contribution Date, each Partner (each, a “Timely Partner”)
that made its capital contribution on or before the Contribution Date shall be
entitled to receive interest at a rate per annum equal to the Prime Rate
(calculated on the basis of a year of 360 days) from the Delinquent Partner
(and not from the Partnership) from the date of payment of its capital
contribution to the date the Delinquent Partner made its capital contribution.


 


Notwithstanding the foregoing provisions of this Section 3.2, if the
Sharing Percentage of any Partner other than the Managing Partner has been
reduced pursuant to Section 3.2(b) for failure to make a capital contribution
such Partner may, at any time prior to the date that is 270 days after
such capital contribution was due, make a capital contribution to the
Partnership or a payment to each Contributing Partner, as provided below (each,
a “Make-up Contribution”), in an amount equal to the Make-up Amount (as
hereinafter defined).  Upon the making of
a Make-up Contribution by such Partner in the full amount of the Make-up Amount,
the Sharing Percentages of the Partners shall be adjusted to give effect to
such Make-up Contribution so as to restore to


 


17





















 


such Refusing
Partner and the Complying Partners the respective Sharing Percentages they
would have had but for and solely based on the default of the Refusing Partner.


 


The “Make-up Amount” shall be the amount of the defaulted
capital contribution of the Refusing Partner, plus interest thereon at a rate
per annum equal to the Prime Rate plus 1% calculated on the basis of a year of
360 days from the Contribution Date until the date of payment of the Make-up
Contribution.  In the event that no
Complying Partner has made up any portion of the defaulted capital contribution
of such Refusing Partner pursuant to Section 3.2(a), and the Refusing
Partner elects to make a Make-up Contribution, the full Make-up Amount shall be
paid by the Refusing Partner to the Partnership.  In the event that a Contributing Partner has,
pursuant to Section 3.2(a), made up all or a portion of the defaulted capital
contribution of such Refusing Partner through additional capital contributions,
and the Refusing Partner elects to make a Make-up Contribution, such Refusing
Partner shall pay directly to each Contributing Partner an amount equal to the
Make-up Amount multiplied by the quotient of (x) the portion of all Excess
Contributions paid by such Contributing Partner, divided by (y) the total
amount of the relevant defaulted capital contribution, and after such payment
the Refusing Partner shall contribute the remainder (if any) of the Make-up
Amount to the Partnership.


 


3.3           Capital Accounts.


 


(a)           A separate capital
account (each, a “Capital Account”) shall be maintained for each
Partner.  The Initial Capital Account
Balance of each Partner shall be as specified in Article I.  Subject to the provisions of paragraphs (b),
(c) and (d) of this Section 3.3, the Capital Account of each Partner shall be
(i) increased by (A) the amount of cash and the Fair Market Value of
other property contributed to the Partnership by


 


18





















 


such Partner as a capital contribution (net
of liabilities of such Partner assumed by the Partnership and liabilities to
which such contributed property is subject) (including any Excess Contributions
made by such Partner whether or not the Partner was reimbursed by a Refusing
Partner) and (B) Profits and any other items of income allocated to such
Partner pursuant to Section 3.4 and (ii) decreased by (A) the amount
of cash and the Fair Market Value of any property distributed to such Partner
(net of liabilities of the Partnership assumed by such Partner and liabilities
to which such distributed property is subject), (B) any Excess
Contributions for which such Partner has been reimbursed by a Refusing Partner,
and (C) items of Loss and any other deductions allocated to such Partner
pursuant to Section 3.4.  Capital
Accounts otherwise shall be maintained in accordance with Treasury Regulations
in order for the allocation of Profits and Losses pursuant to Section 3.4
hereof to have substantial economic effect within the meaning of Section 704(b)
of the Code.


 


(b)           Immediately prior to
the distribution of any property (other than cash) to a Partner, the Capital Account
of each Partner shall be increased or decreased, as the case may be, in
accordance with Treasury Regulations Section 1.704-1(b)(2)(iv)(e), to
reflect the manner in which the unrealized income, gain, loss and deduction
inherent in such property that has not previously been reflected in the Capital
Accounts would be allocated among the Partners if there were a taxable
disposition of such property for its Fair Market Value on the date of the
distribution.


 


(c)           Immediately prior
to:


 


(i)            a contribution of
money or other property to the Partnership by a new or existing Partner as
consideration for an Interest, or


 


19





















 


(ii)           a distribution of
money or other property by the Partnership to a retiring or continuing Partner
as consideration for an Interest,


 


the Capital Account of each Partner shall be increased or decreased, as
the case may be, to reflect the Fair Market Value of all the Partnership
Property.  Such adjustment shall reflect
the manner in which the unrealized income, gain, loss or deduction inherent in
such property that has not previously been reflected in the Capital Accounts
would be allocated among the Partners if there were a taxable disposition of
such property for its Fair Market Value on the date of the contribution or
distribution and shall otherwise be made in accordance with Treasury
Regulations Section 1.704-1(b)(2)(iv)(f).


 


(d)           Except as set forth
in Section 3.2, no Partner shall be entitled to interest on its capital
contributions or on the positive balance in its Capital Account and no such
interest shall accrue.


 


3.4           Allocation of
Items of Partnership Income, Gain, Loss, Deduction and Credit.


 


(a)           For purposes of this
Agreement, the terms “Profits” and “Losses” shall mean, respectively, the net
profits and net losses of the Partnership determined on an annual basis in
accordance with the method of accounting used by the Partnership for Federal
income tax purposes, except that (i) the items included in the calculation
of Profits and Losses shall not include any items specially allocated under
Section 3.4(c), (ii) where property is reflected in the Capital Accounts
at a book basis different from the basis of such property for Federal income
tax purposes, all gain, loss, depreciation and amortization on such property
shall be determined for purposes of adjusting Capital Accounts based on the
book basis of such property in accordance with Treasury


 


20





















 


Regulations Section 1.704-1(b)(2)(iv)(g), (iii) income
received by the Partnership which is exempt for Federal income tax purposes
shall be included, and (iv) expenses of the Partnership which are not
capitalizable and not deductible or deemed not capitalizable and not deductible
for Federal income tax purposes (i.e., Section 705(a)(2)(B) expenditures) shall
be taken into account.


 


(b)           (i)   Except
as provided in paragraph (a) of this Section 3.4, clause (ii) of this paragraph
(b), and Section 5.3(d), and after giving effect to the special allocations
required by paragraph (c) of this Section 3.4, all Partnership Profits and
Losses and other items of income, gain, loss, deduction and credit shall be
allocated to the Partners in accordance with their Sharing Percentages, taking
into account both the amount or amounts of such Sharing Percentages and the
portions of the year during which such Sharing Percentages were held.


 


(ii)           If, at the end of any taxable period,
any Partner’s Capital Account would have an Adjusted Capital Account Deficit
(determined after taking into account all other allocations and distributions
with respect to such period), then there shall be allocated to such Partner for
such taxable period items of gross income in an amount sufficient to eliminate
such Adjusted Capital Account Deficit.


 


(c)           Notwithstanding any
other provision of this Section 3.4, the following special allocations shall be
made for each taxable period in descending order of priority:


 


(i)            If there is a net
decrease in Partnership Minimum Gain during any Partnership taxable period,
each Partner shall be specially allocated items of income and gain of the
Partnership for such period (and, if necessary, subsequent periods) in an
amount equal to such Partner’s share of the net decrease in Partnership Minimum
Gain, determined in accordance with Treasury Regulations


 


21





















 


Sections
1.704-2(f) and 1.704-2(g)(2). 
Allocations pursuant to the previous sentence shall be made in
proportion to the respective amounts required to be allocated to each Partner
pursuant thereto.  The items to be so
allocated shall be determined in accordance with Treasury Regulations Sections
1.704-2(f)(6) and 1.704-2(j)(2).  The Partnership
may, however, (i) waive the chargeback of items of income and gain
required by this Section 3.4(c)(i) and (ii) apply to the Commissioner of
the Internal Revenue Service for approval of such waiver in the event that
(x) the Partners have made Capital Contributions or received income
allocations that have restored any previous Nonrecourse Deductions claimed or
any distributions attributable to the proceeds of a Nonrecourse Liability, and
(y) the Minimum Gain chargeback requirement would distort the Partners’
economic arrangement as reflected in this Agreement and as evidenced over the
term of the Partnership by the Partnership’s allocations and distributions and
the Partners’ Capital Contributions and it is not expected that the Partnership
will have sufficient other income to correct that distortion.  This Section 3.4(c)(i) is intended to comply
with the chargeback of items of income and gain requirement in Treasury
Regulations Section 1.704-2(f) and shall be interpreted consistently therewith;


 


(ii)           If there is a net
decrease in Minimum Gain Attributable to Partner Nonrecourse Debt during any
Partnership taxable period, any Partner with a share of Minimum Gain
Attributable to Partner Nonrecourse Debt at the beginning of such taxable
period (determined in accordance with Treasury Regulations Section
1.704-2(i)(5)) shall be allocated items of the Partnership income and gain for
such period (and, if necessary, subsequent periods) in an amount equal to such
Partner’s share of the net decrease in the Minimum Gain Attributable to Partner
Nonrecourse Debt, determined in accordance with Treasury Regulations Sections
1.704-2(g)(2) and 1.704-2(i)(4). 
Allocations pursuant to the previous sentence shall be made in
proportion to the respective amounts required to be allocated to each Partner
pursuant thereto.  The items to be so
allocated shall be determined in accordance with Treasury Regulations Sections
1.704-2(f)(5), 1.704-2(i)(4) and 1.704-2(j)(2)(ii) and (iii).  This Section 3.4(c)(ii) is intended to comply
with the chargeback of items of income and gain requirement in Treasury Regulations
Section 1.704-2(i)(4) and shall be interpreted consistently therewith.  In addition, rules consistent with the
provisions of Treasury Regulations Sections 1.704-2(f)(2), (3), (4) and (5)
will apply to the special allocation required by this Section 3.4(c)(ii);


 


(iii)          In the event that
any Partner unexpectedly receives any adjustments, allocations, or
distributions described in Treasury Regulations Section
1.704-1(b)(2)(ii)(d)(4), (5) or (6), items of Partnership income and gain shall
be specially allocated to such Partner (in respect of its Capital Account) in
an amount and manner sufficient to eliminate, to the extent required by the
Treasury Regulations, the Adjusted Capital Account Deficit of such Partner as
quickly as possible, provided that an allocation pursuant to this
Section 3.4(c)(iii) shall be made only if and to the extent that such Partner
would have an Adjusted


 


22





















 


Capital
Account Deficit after all other allocations provided for in this Article III
have been tentatively made as if this Section 3.4(c)(iii) were not in the
Agreement;


 


(iv)          Nonrecourse
Deductions for any taxable period shall be specially allocated among the
Partners in accordance with their Sharing Percentages;


 


(v)           Partner Nonrecourse
Deductions for any taxable period shall be specially allocated to the Partner
that bears the economic risk of loss with respect to the Partner Nonrecourse
Debt to which such Partner Nonrecourse Deductions are attributable in
accordance with Treasury Regulations Section 1.704-2(i).  If more than one Partner bears the economic
risk of loss with respect to a Partner Nonrecourse Debt, such Partner
Nonrecourse Deductions attributable thereto shall be allocated between or among
such Partners in accordance with the ratios in which they share such economic
risk of loss; and


 


(vi)          To the extent that
any allocation is made in any taxable period to any Partner pursuant to the
provisions of clauses (i) through (v) of this Section 3.4(c), such Partner
shall thereafter be specially allocated items of Partnership gross income or
deduction in order to negate the above-described allocations in the same
taxable period if sufficient items of gross income or deduction are available
and, if not available, in each succeeding taxable period until the aggregate
amount of the above-described allocations are fully negated.


 


(d)           All items of income,
gain, loss or deduction attributable to property contributed to the Partnership
shall be allocated for Federal income tax purposes among the Partners in a
manner that takes into account any difference between the Fair Market Value of
such property at the time of its contribution (calculated for this purpose
without regard to any outstanding indebtedness secured by or relating to such
property) and its adjusted basis for Federal income tax purposes at that time,
in accordance with Section 704(c) of the Code and the Treasury Regulations
thereunder; provided, however, that with respect to any remaining book-tax
disparity determined under Code Section 704(c) that existed in Prior
Partnership immediately prior to the distribution of the interests in the
Partnership to the Partners, such amount shall be specifically allocated to the
Rainbow Partner.  Each Partner that
contributes property to the Partnership shall at


 


23





















 


the time of such contribution notify the
Partnership of its adjusted basis in the contributed property at such
time.  For purposes of allocations
hereunder, the Partnership shall elect to use the traditional method with
curative allocations as set forth in Treasury Regulations
Section 1.704-3(c).


 


3.5           Distributions.


 


(a)           Except as provided
in Section 6.6, no Partner shall have the right to withdraw any amount
from its Capital Account.  No Partner
shall have the right, except as otherwise provided in Section 3.5(b), to demand
or receive any distribution, without the approval of the Managing Partner.  Except as otherwise provided in Article VIII,
no Partner shall have the right to receive a distribution of property other
than cash from the Partnership, unless otherwise agreed by all the Partners.


 


(b)           The Partnership
shall, subject to any restrictions contained in Senior Credit Agreements, make
quarterly distributions of cash to the Partners in amounts equal to the
Distributable Cash of the Partnership. 
Such distributions shall be made within 30 days following the end of
each calendar quarter together with a statement showing the calculation of
Distributable Cash.  Any such distributions
shall be made in accordance with the Partners’ Sharing Percentages.  The Partnership shall repay principal and
accrued interest on Partner’s Loans (in the order of payment contemplated by
subparagraph (c)(iii) of Section 8.2 hereof) prior to making any cash
distributions to the Partners.


 


(c)           For purposes of
Sections 3.2(b) and 6.6(b), distributions shall be deemed made first from
profits and then from capital.


 


24





















 


(d)           All distributions
under this Section 3.5 are subject to the possible requirement of being
recontributed within 36 months of such distribution as a capital contribution
pursuant to Section 3.1(c).


 


3.6           Partnership Funds.  The funds of the Partnership shall be
deposited in such bank accounts or invested in such Permitted Investments as
shall be determined by the Managing Partner, or if there is no Managing Partner
the Partners’ Committee.  The
Partnership’s funds shall not be commingled with funds not belonging to the
Partnership, except to the extent the Partnership’s cash management plan
permits such commingling, and shall be used only for the affairs or business of
the Partnership.  The Managing Partner
shall establish a cash management plan pursuant to which the funds of the
Partnership will be managed.


 


3.7           Borrowings.  Subject to any applicable approval required
by Section 4.9 hereof, if the Partnership uses reasonable efforts to obtain
third-party financing but is unable to do so, (i) the Partnership may
borrow funds from any Person that is not a Related Person with respect to any
Partner and may pledge on a non-recourse basis only the Partnership properties
or the income therefrom to secure the repayment of such loans and (ii) the
Partnership may borrow funds in the form of Partner’s Loans from any Partner or
any Related Person with respect to a Partner.


 


ARTICLE IV


 


MANAGEMENT OF THE PARTNERSHIP


 


4.1           Management of the
Partnership’s Business.  Except for actions and determinations which
pursuant to this Agreement or applicable law can be taken or made only with the
consent of all of the Partners or the Partners’ Committee, the business and


 


25





















 


affairs of the Partnership shall be directed
and controlled by the Managing Partner. 
The Managing Partner shall manage the business of the Partnership so as
to maximize the Partnership’s profitability or asset value in a manner
consistent with the development plans and policy decisions reflected in the
then-applicable Business Plan and the then-applicable Budget.  Without limiting the generality of the
foregoing, the Managing Partner, at the Partnership’s expense, consistent with
the Budget, shall cause the Partnership to obtain and maintain in effect during
the Term comprehensive insurance insuring the Partnership against all risks and
perils customarily insured against in the businesses conducted by the
Partnership.  Nothing contained in this
Article IV shall impose any obligation on any Person doing business or dealing
with the Partnership to inquire as to whether the Managing Partner has exceeded
its authority in executing any contract or other instrument on behalf of the
Partnership, and any such Person shall be fully protected in relying upon the
authority of the Managing Partner.  The
Managing Partner shall keep the Partners’ Committee informed with respect to
all matters of material interest to the Partners and shall in any event report
to the Partners’ Committee not less frequently than once each quarter with
respect to the business and affairs of the Partnership.  Except as otherwise provided in Section 4.5,
the Managing Partner shall serve without compensation for its services.  The Managing Partner may delegate such of its
powers and authority to managers, employees and agents of the Partnership as
the Managing Partner shall deem necessary or appropriate for the conduct of the
Partnership’s business.  Except insofar
as such arrangements are embodied in Approved Agreements or are otherwise
approved pursuant to the provisions of Section 4.9, all arrangements for the
employment of managers, employees or agents on behalf of the 


 


26





















 


Partnership that are Related Persons with
respect to any Partner shall be on an Arm’s-length basis.


 


Nothing in this Agreement shall prevent the Managing Partner (so long
as Rainbow Partner is the Managing Partner) from determining the manner in
which the programming services held directly or indirectly by the Partnership
shall be offered, including, without limitation, whether they are offered on
basic, premium, tier, pay-per-view, exclusive or other licensing terms; provided
that the Partnership receives reasonable value in connection with any service
that exhibits solely sports programming offered on an exclusive basis.


 


4.2           Partners’ Committee.  Rainbow Partner shall designate two
individuals and Fox Partner shall designate one individual to serve on a
committee (the “Partners’ Committee”) which shall be responsible for
taking all action required under this Agreement to be taken by the Partners’
Committee.  Irrespective of the number of
representatives attending any meeting of the Partners’ Committee, each of Fox
Partner and Rainbow Partner shall have the right to one vote at such meetings
(except as otherwise provided below and in Section 3.2 hereof with respect to a
Forfeited Partner), such vote to be exercised in such manner as such Partner
shall direct.  The Partners’ Committee
shall meet by telephone or, at the request of any Partner, in person, not less
frequently than (i) quarterly to receive the report of the Managing
Partner contemplated by Section 4.1 and to review development plans, the
financial position of the Partnership, the status of negotiations for the
purchase and sale of programming rights, financial projections, and any other
material matters relating to the business of the Partnership,
(ii) annually to review the annual Budget and the Business Plan, and
(iii) as often as shall


 


27





















 


be necessary to take any other action
required to be taken or approved by the Partners’ Committee.  Any action that may be taken at a meeting of
the Partners’ Committee may be taken without a meeting by written consent of
the number of Partners needed to authorize the action; provided that all
Partners, regardless of whether all Partners are entitled to vote, are given
notice of such written consent at least 15 Business Days prior to its
effective date.


 


Except as otherwise provided herein, any action required or permitted
to be taken by the Partners’ Committee must be by the approving vote of
Partners entitled to vote and having Sharing Percentages aggregating at least
66 2/3% of the Sharing Percentages of all Partners entitled to vote; provided,
that, if the Managing Partner has been removed pursuant to Section 4.10, until
a new Managing Partner shall have been appointed in accordance with Section
4.10, any action required or permitted to be taken by the Partners’ Committee
must be by the approving vote of each Partner entitled to vote.


 


Any member of the Partners’ Committee may be removed without cause and
replaced at any time by the Partner who designated such member.  If at any time a Partner removes one of its
representatives on the Partners’ Committee or any representative of such
Partner resigns from the Partners’ Committee or dies, such Partner shall give
notice to the other Partners of such removal, resignation or death and of a
successor representative.  In the absence
of notice to the contrary, either representative of any Partner shall be
conclusively presumed to have the authority to take action by written consent
or vote in the name and on behalf of such Partner.  Members of the Partners’ Committee shall
serve as such without compensation.


 


28





















 


4.3           Budget and Business Plan.  The Managing Partner shall submit annually to
the Partners’ Committee at least 30 days prior to the start of each Fiscal
Year, beginning with the Fiscal Year commencing January 1, 2006,
(i) a budget (a “Budget”) for the forthcoming Fiscal Year including
an income statement prepared on an accrual basis which shall show in reasonable
detail the projected revenues and expenses and a cash flow statement and
detailed schedule of proposed capital expenditures which shall show in
reasonable detail the projected receipts and disbursements and the amount of
any expected cash deficiency or surplus, any required capital contributions, a
summary of the services included in Management Overhead allocated to the
Partnership in the Budget and any contemplated borrowings of the Partnership,
and (ii) a revised five-year business plan (a “Business Plan”) for
the Fiscal Year covered by the Budget and the succeeding four Fiscal Years
containing substantially the same categories of information in substantially
the same detail as the Business Plan attached hereto as Annex B.  Such Budget and Business Plan shall be
prepared on a basis consistent with the Partnership’s audited financial
statements and GAAP and may be amended during a Fiscal Year by submitting to
the Partners’ Committee a revised Budget and Business Plan in accordance with
this Section 4.3.  Prior to or
simultaneously with the submission of such Budget and Business Plan, the
Managing Partner shall disclose to the Partners’ Committee any additional
information (including financial projections for years after the next Fiscal
Year) in its possession or reasonably available to it (with or without cost to
the Partnership) which could assist the Partners’ Committee in evaluating such
Budget and Business Plan, subject to any confidentiality and fiduciary
restrictions to which such additional information may be subject.  In addition, the Managing Partner shall meet
with


 


29





















 


the Partners’ Committee to discuss such
Budget and Business Plan.  Budgets and
Business Plans submitted to the Partners’ Committee shall supersede any
previous Budget or Business Plan, as the case may be.


 


4.4           Limitation on Agency.  Except as expressly provided herein, the
Managing Partner shall have exclusive authority to act for the
Partnership.  No other Partner shall have
any authority to act for, or to assume any obligation or responsibility on
behalf of, another Partner or the Partnership (or to authorize any other Person
to do so) except (i) as otherwise expressly provided herein or as
expressly approved by written consent of all Partners, (ii) if the
Managing Partner is a Defaulting Partner, to the extent necessary to permit the
Non-Defaulting Partners to exercise on behalf of the Partnership any remedies
available to the Partnership against the Managing Partner, or (iii) if the
Managing Partner fails to perform its management duties hereunder (including
its duty to give the notices contemplated by Section 3.1(a) hereof), to the
extent necessary to permit the Non-Defaulting Partners to continue the business
of the Partnership.  In addition to the
other remedies specified in this Agreement, each Partner agrees to indemnify
and hold each other Partner harmless from and against any claim, demand, loss,
damage, liability or expense (including, without limitation, amounts paid in
settlement, reasonable costs of investigation and reasonable legal expenses)
incurred by or made against such other Partner and arising out of or resulting
from any action taken by the indemnifying Partner in violation of this Section
4.5.


 


4.5           Managing
Partner’s Services and Expenses.  The Managing Partner shall provide or cause
to be provided to the Partnership such management and other services as may be
necessary or appropriate to the conduct of the business of the 


 


30





















 


Partnership from time to time as contemplated
by the Business Plan and the Budget.  All
reasonable and necessary direct and indirect expenses (including, but not
limited to, human resource expenses, out-of-pocket expenses, overhead, salary,
rent, utility costs and similar expenses) incurred by the Managing Partner and
by and from its Related Persons in furtherance of the businesses of the
Partnership shall be paid or reimbursed (but not in amounts exceeding the
amounts provided in the Business Plan and Budget) by the Partnership; provided
that all indirect expenses incurred by the Managing Partner and by and from its
Related Persons in the management of the Partnership shall be allocated
pursuant to the Allocation Policy for Management Overhead set forth in Annex
D hereto.


 


4.6           Liability of
Partners’ Committee and Managing Partner.  Neither the individuals constituting the
Partners’ Committee nor the Managing Partner shall be liable, in damages or
otherwise, to the Partnership or any Partner for any act or failure to act on
behalf of the Partnership by such individuals or Managing Partner, which act
was within the scope of the authority conferred on the Managing Partner or the
individuals constituting the Partners’ Committee, as the case may be, by this
Agreement, unless such act or omission constituted fraudulent or willful
misconduct, was performed or omitted in bad faith or constituted gross
negligence or a violation of law.  The
individuals comprising the Partners’ Committee and the Managing Partner shall
be indemnified by the Partnership against liability for any claim, demand,
loss, damage, liability or expense (including, without limitation, amounts paid
in settlement, reasonable costs of investigation and reasonable legal expenses)
resulting from any threatened, pending or completed action, suit or proceeding
naming any of them as a defendant by reason of acts or omissions by them within
the scope of their authority as set forth in this Agreement,


 


31





















 


provided their actions were in good faith and
did not constitute gross negligence, fraud or willful misconduct or a violation
of law.


 


4.7           Indemnification.  Any Person asserting a right to
indemnification under Section 4.4, Section 4.6 or Section 9.3 shall give notice
to the Partnership or the indemnifying Partner(s).  If the facts giving rise to such
indemnification involve any actual or threatened claim or demand by or against
a third party, the indemnifying Person shall be entitled to control the defense
or prosecution of such claim or demand in the name of the indemnified Person,
with counsel reasonably satisfactory to the indemnified Person, if the
indemnifying Person notifies the indemnified Person in writing of its intention
to do so within twenty (20) days after the receipt of such notice by the
indemnifying Person, without prejudice, however, to the right of the indemnified
Person to participate therein through counsel of the indemnified Person’s own
choosing, which participation shall be at the indemnified Person’s sole expense
unless (i) the indemnified Person shall have been advised by its counsel
that use of the same counsel to represent both the indemnifying Person and the
indemnified Person would present a conflict of interest (which shall be deemed
to include any case where there may be a legal defense or claim available to
the indemnified Person which is different from or additional to those available
to the indemnifying Person), in which case the indemnifying Person shall not
have the right to direct the defense of such action on behalf of the
indemnified Person, or (ii) the indemnifying Person shall fail diligently
to defend or prosecute such claim or demand within a reasonable time.  Whether or not the indemnifying Person
chooses to defend or prosecute such claim, the parties hereto shall cooperate
in the prosecution or defense of such claim and shall furnish such records,
information and testimony and


 


32





















 


attend such conferences, discovery
proceedings, hearings, trials and appeals as may reasonably be requested in
connection therewith.  The indemnifying
Person shall not settle or permit the settlement of any such third party claim
or action without the prior written consent of the indemnified Person, which
consent shall not be unreasonably withheld.


 


4.8           Approved Agreements.  Notwithstanding any provision of this Agreement
to the contrary, no action by the Partners’ Committee or any Partner shall be
required in order to authorize the Partnership to enter into and perform any of
the Approved Agreements or to renew any Approved Agreement pursuant to an
automatic renewal provision of such Approved Agreement or on terms no less
favorable to the Partnership than those prevailing prior to such renewal.  Each Approved Agreement shall, for purposes
of this Agreement, be deemed to be on an Arm’s-length basis.


 


4.9           Unanimous Actions by Partners.  (a)  The Partners’ Committee or the
Managing Partner may make a recommendation, but shall have no power, without
the prior written consent of all Partners (other than a Forfeited Partner):


 


(i)            to amend this
Agreement except to reflect the admission of a Person as a Partner (A) as
a result of a Transfer permitted by this Agreement or (B) in connection
with the sale of a direct or indirect interest in SportsChannel Pacific
Associates or the Partnership in connection with the acquisition of major
professional sports programming rights;


 


(ii)           to admit any Person
as a Partner in the Partnership except (A) as a result of a Transfer permitted
by this Agreement or (B) in connection with the sale of a direct or indirect
interest in SportsChannel Pacific Associates or the Partnership in connection
with the acquisition of major professional sports programming rights;


 


(iii)          to merge or
consolidate the Partnership with any other Person;


 


(iv)          to dissolve and wind
up the Partnership except as otherwise provided in Sections 8.1 and 8.2;


 


33
















 


(v)           to Transfer all or
substantially all of the assets of the Partnership;


 


(vi)          to make any capital
calls other than in accordance with (x) the Budget or
(y) Section 3.1(c);


 


(vii)         to purchase or sell
any Material Asset of the Partnership other than transactions related to
the sale of a direct or indirect interest in SportsChannel Pacific Associates
in connection with the acquisition of major professional sports programming
rights;


 


(viii)        to directly acquire
any substantial interest or participation in any other Person other than in
connection with the transactions contemplated by the Distribution and Transfer
Agreement;


 


(ix)           to incur
indebtedness other than indebtedness for borrowed money of the Partnership
relating to (A) the direct or indirect acquisition of programming rights
relating to professional sports or (B) a Partner’s Loan.


 


Except as otherwise provided in this Agreement and except for Approved
Agreements and any renewals or extensions thereof, the Partnership shall not be
permitted to enter into a material transaction with a Related Person of any
Partner (a “Related Party Transaction”) unless (1) such Related Party
Transaction is approved by each Partner (such approval not to be unreasonably
withheld or delayed); provided, that a Partner’s refusal to approve a
Related Party Transaction shall not be deemed to be unreasonable if such
Related Party Transaction is not on an Arm’s-length basis or (2) so long as
Rainbow Partner is a Partner, such Related Party Transaction is on an
Arm’s-length basis.  The Managing Partner
shall notify each other Partner at least 10 Business Days prior to the
Partnership entering into a Related Party Transaction and shall provide therewith
a reasonable summary of such Related Party Transaction.  If any Partner notifies the Managing Partner
within five Business Days of receiving such notice that such Partner reasonably
determines that a Related Party Transaction is not on an Arm’s-length basis
when compared to similar types of transactions (furnishing the Managing


 


34





















 


Partner with the reasons for making its
determination that such transaction is not an Arm’s-length basis when compared
to similar types of transactions) and such Partner does not approve such
Related Party Transaction, the Managing Partner shall be permitted to
restructure such Related Party Transaction on an Arm’s-length basis.


 


So long as Rainbow Partner is a Partner, the Partnership shall not
enter into an affiliation agreement with a Special Party or an amendment to an
existing affiliation agreement with a Special Party unless such agreement or
amendment is on an Arm’s-length basis.


 


(b)           In addition to the
approvals required under Section 4.9(a), the prior written approval of any
Forfeited Partner shall be required before any of the actions referred to in
Section 4.9(a)(i) or 4.9(a)(vi).


 


4.10         Removal of Managing Partner.  If any Restricted Person shall Control RMH,
Rainbow Partner may be removed as Managing Partner at the request of Fox
Partner (unless Fox Partner is a Defaulting Partner) by written notice by Fox
Partner to the Managing Partner within 60 days of such Change in Control; provided
that there shall be no such right of removal of Rainbow Partner as the Managing
Partner if Rainbow Partner has initiated the Buy-Out Procedure within
30 days of the receipt of the request referred to in this
Section 4.10, unless the Buy-Out Procedure is abandoned by mutual agreement
of the parties.


 


Upon the removal of the Managing Partner, a new Managing Partner shall
be appointed by the unanimous vote of the Partners excluding any Partner that
is a Forfeited Partner at the time of such decision.  Until a successor Managing Partner has


 


35





















 


been
appointed, the Partnership shall be managed by the Partners’ Committee in
accordance with Section 4.2.


 


The removal of the Managing Partner shall not, of itself, affect the
Managing Partner’s Interest or Sharing Percentage in the Partnership or the
right of its representatives to vote (except as provided in the preceding
paragraph) on the Partners’ Committee or its rights under Section 4.9.


 


ARTICLE V


 


BOOKS AND RECORDS; REPORTS TO PARTNERS


 


5.1           Books and Records.


 


(a)           At all times during
the Term, the Managing Partner, or in the event there is no Managing Partner
the Partners’ Committee, shall keep or cause to be kept full and complete books
of account and business records in which shall be entered fully and accurately
each transaction of the Partnership.


 


(b)           All such books of
account and business records shall at all times be maintained at the principal
office of the Partnership or such other place the Partners’ Committee may
determine.  Each Partner or its duly
authorized representatives shall have the right, upon reasonable notice, at its
own expense, to examine, inspect and copy, during normal business hours and for
any lawful purpose related to the affairs of the Partnership or the investment
in the Partnership by such Partner, any of the books of account, business
records, properties and operations of the Partnership.  Such examination, inspection and copying may
be conducted by the Partner’s employees, its independent certified public
accountants, or its other agents.  Any
information obtained by any Partner during such an inspection shall be treated
as confidential to the extent


 


36





















 


required by Section 10.10 hereof.  The Partnership’s books of account and
business records shall be preserved for a period of at least five years or such
longer period as is required by law.


 


(c)           The Partnership’s
books of account shall be kept on an accrual basis in accordance with
GAAP.  The fiscal year (the “Fiscal Year”)
of the Partnership shall end on December 31, or on such other date as shall be
determined by the Partners’ Committee.


 


5.2           Financial Reports.  The Managing Partner, or in the event there
is no Managing Partner the Partners’ Committee, shall deliver to each Partner,
no later than 30 days after the end of each calendar month, a statement of
income (loss), balance sheet, statement of capital expenditures and subscriber
data for the Partnership for such month prepared, in the case of financial
information, in accordance with GAAP. 
The Managing Partner, or in the event there is no Managing Partner the
Partners’ Committee, shall deliver to each Partner, no later than 45 days after
the close of each of the first three quarters of the Partnership’s Fiscal Year,
and 75 days after the end of each such Fiscal Year, a financial report of the
business and operations of the Partnership prepared in accordance with GAAP
(and, if required by any Partner for purposes of reporting under the Securities
Exchange Act of 1934, in accordance with Regulation S-X or any successor
regulation), relating to such period, which report shall include a balance
sheet as of the end of such period, a statement of income (loss) and partners’
capital (deficiency) and cash flows (including sources and uses of funds) for
the period then ended, and in each case a comparison of the period then ended
with the corresponding period in the Fiscal Year immediately preceding such
period, which, in the case of the


 


37





















 


report furnished after the close of the
Fiscal Year, shall be audited by the Partnership’s independent certified public
accountants.  The monthly and quarterly
financial statements shall be accompanied by an analysis, in reasonable detail,
of the variance between the Partnership’s operating results and the
corresponding amounts in the then-current Budget.  The monthly and quarterly financial reports
may in each case be subject to normal year-end adjustments. In addition to the
foregoing financial statements, the financial report furnished after the close
of each Fiscal Year shall also include a statement of cash flows, and
allocations to the Partners of the Partnership’s taxable income, gains, losses,
deductions and credits.  The financial
report required to be furnished after the close of the Fiscal Year may be
delivered in preliminary form, without footnotes; provided that the
final form of the required financial statements, audited by the Partnership’s
independent certified public accountants, must be delivered within 90 days
after such year-end.  Additionally, the
Partnership shall provide an estimate of annual net income (loss) to each
Partner no later than 21 days after the close of each Fiscal Year and
shall provide any other available financial information which any Partner
reasonably requests; provided that no Partner other than the Managing
Partner shall have any right to receive any financial information that is
subject to a confidentiality or fiduciary obligation.  The Partnership will initially engage KPMG
LLP as its independent certified public accountants.  The Partnership shall bear the cost of each
annual audit and, except as otherwise provided in Section 4.5, the cost of
any other services furnished to the Partnership by its independent certified
public accountants as provided herein.


 


38





















 


5.3           Tax Returns and Information.


 


(a)           Until further action
by the Partners’ Committee, the Managing Partner is designated as Tax Matters
Partner under § 6231(a)(7) of the Code. 
The Tax Matters Partner will take no action which is reasonably expected
to have a material adverse effect on one or more of the Partners unless such
action is approved by each such Partner. 
The Tax Matters Partner shall have the rights and obligations set forth
under the Code and regulations thereunder; provided that in no event shall the
Tax Matters Partner extend the statute of limitations with respect to any
Partner pursuant to Section 6229(b) of the Code without the prior written
consent of such Partner or litigate any adjustment to any Partnership tax item
in any forum other than the United States Tax Court without the prior written
approval of all Partners; and provided further, that the Tax Matters Partner is
not authorized to take any action that is left to the determination of an
individual Partner under Code Sections 6222 through 6231.  The Tax Matters Partner will be responsible
for notifying all Partners of ongoing proceedings, both administrative and
judicial, and will represent the Partnership throughout any such
proceeding.  The Partners will furnish
the Tax Matters Partner with such information as it may reasonably request to
provide the Internal Revenue Service with sufficient information to allow
proper notice to the Partners.  Any
settlement agreement with the Internal Revenue Service will be binding upon the
Partners only as provided in the Code. 
Each Partner will have the right to participate in any audit or
administrative or judicial proceeding relating to the Partnership.  The Tax Matters Partner will not bind any
other Partner to any extension of the statute of limitations or to a settlement
agreement without such Partner’s written consent.  Any Partner who enters into a settlement
agreement with respect to any


 


39





















 


partnership item will give notice to the
other Partners of such settlement agreement and its terms within 30 days after
the date of settlement.  The Tax Matters
Partner shall not take any of the following actions without the approval of the
other Partners:  (i) file a request for
administrative adjustment (including a request for substituted return
treatment) under Code Section 6227; (ii) file a petition for judicial review,
or any appeal with respect to any judicial determination, under Code Section
6226 or Code Section 6228; (iii) consent to be bound by a settlement reflected
in a decision of a court; or (iv) enter into a settlement affecting the
Partnership.


 


(b)           The Tax Matters
Partner shall cause income and other required Federal, state and local tax
returns for the Partnership to be prepared and sent (together with related work
papers) to each Partner for review at least 15 business days prior to filing,
and will cause such returns to be timely filed with the appropriate
authorities.  The Tax Matters Partner
shall make or maintain in effect an election under Section 754 of the Code to
adjust the basis of the Partnership Property under Sections 734 and 743 of the
Code for taxable years after the Effective Date with the consent of all the
Partners.  Subject to Section 4.3, the
Tax Matters Partner shall make such other elections as it shall deem to be in
the best interests of the Partnership and the Partners.  The cost of preparation of such returns by
outside preparers, if any, shall be borne by the Partnership.


 


(c)           The Tax Matters
Partner shall cause to be provided to each Partner no later than July 1 of
each year information concerning the Partnership’s projected taxable income or
loss and each class of income, gain, loss, deduction or credit which is
relevant to reporting a Partner’s share of the Partnership income, gain, loss,
deduction or credit for purposes of Federal or state income tax.  Information required for the


 


40





















 


preparation of a Partner’s income tax returns
shall be furnished to the Partners as soon as possible after the close of the
Partnership’s Fiscal Year.


 


(d)           For Federal income
tax purposes, all gain, loss, depreciation or amortization with respect to
property which is reflected in the Capital Accounts of the Partners at a basis
different from the tax basis of such property shall be allocated pursuant to
the principles of Section 704(c) of the Code and the Treasury Regulations promulgated
thereunder.  All other items of income or
deduction shall be allocated for Federal income tax purposes in the same way
such items are allocated to the Capital Accounts of the Partners.  All tax credits shall be allocated to the
Partners based upon the Sharing Percentage of the Partners as of the time the
expenditure giving rise to the credit was incurred.


 


(e)           The Tax Matters
Partner shall from time to time upon request of any other Partner cause the
Partnership’s attorneys and accountants to confer with attorneys and
accountants for such other Partner on any matters relating to any Partnership
tax return or tax election.


 


ARTICLE VI


 


PLEDGES, TRANSFERS, ADMISSIONS, WITHDRAWALS


 


6.1           Transfer by Partners.


 


(a)           Except for Transfers
made pursuant to Section 6.1(b), 6.5, 6.6, 6.7, 6.8 or 8.3, without the
prior written consent of all of the Partners (other than a Forfeited Partner),
no Partner shall have the right to Transfer all or any part of its Interest, or
to suffer to occur a Change in Control or an Indirect Transfer as to such
Partner, and any such Transfer shall be void and of no force or effect.


 


41





















 


(b)           Other than in
connection with Transfers pursuant to Section 6.5, 6.6, 6.7, 6.8 and 8.3,
no Partner (a “Selling Partner”) shall have the right to Transfer all or
any part of its Interest or to suffer to occur a Change in Control or an
Indirect Transfer of such Partner without first offering to the remaining
Partners (other than a Forfeited Partner) (each, an “Offeree” and
collectively, the “Offerees”) a right of first refusal to purchase the
portion of such Partner’s Interest that is proposed to be so Transferred or, in
the case of a Change in Control or an Indirect Transfer, all of such Partner’s
Interest (the “Offered Interest”), all on the terms hereinafter set
forth.  The Offered Interest must be
offered by means of a notice (an “Offer Notice”) given by the Selling
Partner to each Offeree at a price and upon terms no less favorable to the
Offerees than those which the Selling Partner is willing to accept from a bona
fide third party purchaser pursuant to an offer from such third party
purchaser (or, in the case of a Change in Control or an Indirect Transfer, the
value of the Offered Interest, as determined by multiplying the Fair Market
Value of the Partnership by the Sharing Percentage represented by the Offered
Interest) (a “Bona Fide Offer”); provided that, regardless of the
terms of the Bona Fide Offer, the Offered Interest shall be offered to the Offerees
on terms that permit the Offerees 90 days within which to complete the
purchase.  The Offer Notice shall state
the identity of, and the price and other terms offered by, such third party for
the purchase of the Offered Interest (or, in the case of a Change in Control or
an Indirect Transfer, the identity of the Person that will acquire Control of
the Partner or the Interest as a result of the proposed transaction).  In any case where a Bona Fide Offer has been
made in respect of an Offered Interest in conjunction with other property, the
price in respect of the Offered Interest shall be the Allocated Interest Offer
Price.  Within 15 days after receipt of
such


 


42





















 


Offer Notice, each Offeree shall accept, in
whole or in part, or reject such offer for the Offered Interest by delivering a
notice to each of the other Partners and, if any Partner rejects such offer, it
shall state in writing whether it consents to the proposed Transfer under
Section 6.1(a).  If pursuant to this
Section 6.1(b), the Partners have agreed to purchase, in the aggregate,
the entire Offered Interest, then the entire Offered Interest shall be
purchased by the Partners that accepted all or a portion of the Offered
Interest in accordance with the terms offered by the Selling Partner and no
consent to such Transfer shall be required under Section 6.1(a).  If Rainbow Partner is the Offeree purchasing
an Offered Interest pursuant to this Section 6.1(b), the purchase price shall
be payable at the option of Rainbow Partner either (i) by wire transfer of
funds or by certified or cashier’s check drawn to the order of Fox Partner or
(ii) in the form of a promissory note of Rainbow Partner secured, pursuant
to a pledge or collateral assignment agreement in form reasonably acceptable to
Fox Partner, by the Interest purchased, maturing on the third anniversary of
the date of the closing of the purchase of the Offered Interest and bearing
interest, payable semi-annually, at a rate per annum equal to the Prime Rate
plus one-half of one percent (1⁄2%).  If
all of the Offered Interest has not been accepted and no Partner has delivered
a writing in which it refused to consent to the proposed Transfer, then the
Selling Partner may, within 90 days after the Offer Notice is given,
Transfer the entire Offered Interest but not a portion thereof to such third
party at a price not less than the price at which, and on other terms no more
favorable to the third party than those contained in the Bona Fide Offer (or, in
the case of a Change in Control or an Indirect Transfer, suffer the completion
of such Change in Control or Indirect Transfer).  If the Offered Interest is not so disposed of
within such 90-day period, then the Selling Partner


 


43





















 


shall, before Transferring all or any portion
of its Interest (or suffering the completion of a subsequent Change in Control
or Indirect Transfer), again be obligated to offer the right of first refusal
contained in this Section 6.1(b) to the other Partners.  The sale of an Interest pursuant to a Bona
Fide Offer in accordance with this Section 6.1(b) shall not be effective
without the prior written consent (which shall not be unreasonably withheld) of
the Partners (other than a Forfeited Partner) and any such purported sale
without such consent shall be void and of no force or effect.


 


(c)           After any Transfer
of an Interest permitted hereby, the Transferee shall be admitted as a Partner,
with appropriate amendments being made to this Agreement, the Transferred
Interest shall continue to be subject to all the provisions of this Agreement
including, without limitation, the provisions of this Article VI.


 


(d)           Except as otherwise
provided in Section 6.5, a Transfer will be deemed to occur for the
purpose of this Article VI in respect of the Interest of a Partner in the
event of a Change in Control of such Partner or an Indirect Transfer with
respect to such Partner.  In the event of
any such deemed Transfer of an Interest, (i) if such Transfer is made in
compliance with Section 6.1(a), the Interest deemed Transferred shall
continue to be subject to all the provisions of this Agreement and, upon
request by any other Partner, the deemed Transferring Partner shall cause each
deemed Transferee to assume and agree to perform in writing all of such deemed
Transferring Partner’s duties and obligations as a Partner under this
Agreement, including, without limitation, the obligations imposed by this
Article VI; and (ii) if such deemed Transfer is not made in
compliance with Section 6.1(a), then the other Partners shall be entitled
to make the elections and exercise the remedies available to Non-Defaulting
Partners under


 


44





















 


Section 7.2 of this Agreement against
the deemed Transferring Partner and its deemed Transferee.


 


6.2           Additional
Provisions Relating to Transfer.


 


(a)           In the case of any
Transfer under Section 6.1, 6.5, 6.6, 6.7 or 8.3:


 


(i)            Except as provided
therein, the Transfer of an Interest shall not affect the Approved Agreements; provided,
however, that, if the Transferring Partner is the Managing Partner,
then, with respect to any agreements between the Partnership and the
Transferring Managing Partner or any Related Person with respect to the Transferring
Managing Partner for the provision of management and other services of the type
described in Annex D to this Agreement (whether or not such agreements
are Approved Agreements), the other Partners (acting by a majority of such
Partners’ Sharing Percentages) shall have the option, by giving 30 days’ notice
to the Transferring Managing Partner or such Related Person, as the case may
be, to (A) elect to terminate any or all of such agreements if the
Transfer is not a Special Party Transfer or (B) elect to cause any or all
of such agreements to be assigned to the Transferee or its Designee or, if
there is more than one Transferee, to any Person jointly designated by such
Transferees.  If the Transfer is not a Special
Party Transfer, then upon the written request of the non-Transferring Partners,
the Managing Partner and its Affiliates shall continue to provide to the
Partnership for a period of 90 days following the date of Transfer any
management and other services of the type described in Annex D that were
being provided by them immediately prior to the Transfer, and the Managing
Partner and its Affiliates shall continue to be compensated for such services
and reimbursed for their costs in accordance with the provisions of Sections
4.1 and 4.5 hereof, or in accordance with the provisions of any applicable
agreement, as the case may be.  Upon any
such termination, the Transferring Managing Partner shall cooperate and shall
cause its Affiliates to cooperate with the Transferee or Transferees, as the
case may be, in order to effect an orderly transition of management services;
and


 


(ii)           The Transferee or
Transferees of an Interest, as the case may be, shall be required to pay any
and all filing and recording fees, fees of counsel and accountants and other
costs and expenses reasonably incurred by the Partnership as a result of such
Transfer.


 


(b)           In connection with
the Transfer of any Interest pursuant to Section 6.1, 6.6, 6.7, 6.8 or
8.3, the Transferor and its Affiliates will be obligated to sell to the Transferee,
and the Transferee will be obligated to buy from the Transferor and its
Affiliates, all (or in the case of a partial Transfer, an appropriate portion
of) evidences of


 


45





















 


indebtedness (including Partner’s Loans) of
the Partnership held directly or indirectly by the Transferor and its
Affiliates for an amount, payable in cash, equal to the outstanding principal
amount thereof at the time of Transfer plus interest thereon then accrued and
unpaid; provided that, in connection with a Transfer pursuant to a Bona
Fide Offer, the terms of the Bona Fide Offer will govern the disposition of
such evidences of indebtedness.


 


(c)           The Transferee of an
Interest hereunder shall assume in writing in form and substance reasonably
satisfactory to the non-Transferring Partners the obligations of the
Transferring Partner under this Agreement arising from and after the effective
date of the Transfer in respect of the Transferred Interest and the
Transferring Partner shall be released therefrom except for those obligations
or liabilities of the Transferring Partner based on events occurring, arising
or maturing prior to the date of Transfer and except those obligations arising
out of a breach of this Agreement by the Transferring Partner or pursuant to
Section 4.4, 4.6 or 9.3.  In the case of
a Transfer under Section 6.7, the Special Party Counterpart shall be
deemed to be satisfactory to the non-Transferring Partners.


 


(d)           If required by any
non-Transferring Partner, the Transferee shall deliver to the Partnership an
opinion, satisfactory in form and substance to the non-Transferring Partners,
of counsel reasonably satisfactory to such non-Transferring Partners to the
effect that the Transfer of the Interest in question is in compliance with
applicable state and federal securities laws.


 


(e)           No Transfer shall be
recognized for any purpose as between a Transferring Partner and the
Partnership or as between a Transferring Partner and the


 


46





















 


other Partners until the Transferee shall
have executed written instruments satisfactory to the Partners’ Committee to
become a party to this Agreement and assume the rights and obligations of the
Transferring Partner hereunder; provided, that, Section 6.7 and not
this Section 6.2(e) shall apply to Special Party Transfers.


 


(f)            Upon completion of
any Transfer pursuant to Section 6.1, 6.6, 6.7 or 8.3 or a change of ownership
in compliance with Section 6.5(a), the Transferee of an Interest (if not
already a Partner) shall be admitted as a Partner without any further action
upon compliance with the provisions of this Section 6.2.


 


6.3           Effect of
Attempted Transfer; Withdrawals and Admissions Generally.  An attempted Transfer of any Interest or any
portion thereof in violation of any provision of this Agreement shall be
void.  No Partner shall withdraw from the
Partnership, except by a Transfer of an Interest permitted by this Agreement or
with the written consent of the other Partners.


 


6.4           Tax Allocation
Adjustments; Distributions After Transfer.  In the event of a Transfer of any Interest,
regardless of whether the Transferee becomes a substitute Partner, all items of
income, gain, loss, deduction and credit for the fiscal period in which the
Transfer occurs shall be allocated for Federal income tax purposes between the
Transferor and the Transferee on the basis of the ownership of the Interest at
the time the particular item is taken into account by the Partnership for
Federal income tax purposes, except to the extent otherwise required by
Section 706(d) of the Code. 
Distributions made on or after the effective date of Transfer shall be
made to the Transferee, regardless of when such distributions accrued on the
books of the Partnership.


 


47





















 


6.5           Certain Affiliate
Transferee Transactions Not Deemed Transfers.  (a)  Notwithstanding anything in
this Agreement to the contrary, a transaction shall not be deemed to constitute
a direct or indirect Transfer of an Interest, a Change in Control or an
Indirect Transfer, if the transferee and the transferor are Affiliate
Transferees.  A transferor and a
transferee shall be deemed to be “Affiliate Transferees” if the same
Person directly or indirectly owns more than a Minimum Interest in both the
transferor and the transferee immediately prior to the transaction in question.


 


(b)           Notwithstanding
anything in this Agreement to the contrary, none of the following transactions
shall be deemed to constitute a direct or indirect Transfer of an Interest, a
Change in Control or an Indirect Transfer: 
(i) a change, shift or Transfer of Control that shall be deemed not
to be a Change in Control pursuant to the second sentence of the definition
thereof; or (ii) the Transfer directly or indirectly of all or any portion
of the equity interests in, or assets of, Rainbow Partner to the members of RMH
as a class (it being understood that such transfer may include the transfer to
different classes of members of RMH of different classes of equity interests
reflecting the same relative rights and privileges as the different classes of
membership interests of RMH) or to any group of public equity holders
(including, without limitation, a Transfer by means of a registered public
offering).


 


6.6           Buy-Out Procedure.


 


(a)           The procedure set
forth in this Section 6.6 (the “Buy-Out Procedure”) may be initiated by
Rainbow Partner from and after the Buy-Out Commencement Date at the Buy-Out
Price.  The Buy-Out Procedure shall be
initiated by notice from Rainbow Partner to Fox Partner.


 


48





















 


(b)           For 45 days after
receipt of the notice of Rainbow Partner given pursuant to Section 6.6(a),
Rainbow Partner, on the one hand, and Fox Partner, on the other hand, shall
negotiate in good faith to determine the Fair Market Value of all of the
Interests.  If such Partners are not able
to agree on the Fair Market Value prior to such 45th day, each shall select an
Appraiser.  Within 15 days after the
selection of the Appraisers, the Appraisers so selected shall jointly select a
third Appraiser.  Within 30 days
after its selection, the third Appraiser shall determine the value of the
Interests held by Fox Partner by determining the Fair Market Value of all of
the Interests and multiplying such Fair Market Value by the Sharing Percentage
of Fox Partner.  Within 60 days of
the determination of the Fair Market Value of all of the Interests, Rainbow
Partner shall be obligated to purchase, and Fox Partner shall be obligated to
sell, all of the Interests in the Partnership owned by Fox Partner for a
purchase price (the “Buy-Out Price”) equal to the Fair Market Value of
such Interests (as calculated in accordance with the preceding sentence).


 


(c)           Rainbow Partner may
elect to have its purchase effected by a Designee and, if Fox Partner so
elects, Rainbow Partner shall guarantee the performance of its Designee.  The business affairs of the Partnership shall
continue to be conducted in the ordinary course as provided in this Agreement
during the pendency of and unaffected by the Buy-Out Procedure; provided
that no calls for capital contributions shall be made after the receipt by Fox
Partner of a notice from Rainbow Partner pursuant to Section 6.6(a) and
prior to the Buy-Out Closing Date whether or not such capital contribution
would otherwise be required pursuant to any provision hereof, including
Section 3.1.  If, at any time
following the receipt of Rainbow Partner’s notice pursuant to 


 


49





















 


Section
6.6(a), the Managing Partner or the Partners’ Committee determines in its
reasonable discretion that, but for the provisions of the immediately preceding
sentence, a capital contribution would be required to be made pursuant to any
provision hereof including Section 3.1, the Managing Partner may require
Rainbow Partner to grant to the Partnership a Partner’s Loan having a principal
amount equal to the amount of Rainbow Partner’s pro rata share of the capital
contribution that would otherwise be required and bearing interest at the Prime
Rate plus 1%.  The purchase price to be
paid by Rainbow Partner shall not be reduced by the amount of such Partner’s
Loan.


 


(d)           The closing of any
purchase and sale of an Interest under this Section 6.6 shall be held at a
mutually acceptable place on a mutually acceptable date (the “Buy- Out
Closing Date”) not more than 60 days after the date of determination of the
Fair Market Value of Fox Partner’s Interest; provided that, if any
governmental approvals are required to consummate such purchase and sale, the
Buy-Out Closing Date shall be the date on which the last such approval is
obtained but in any event not more than 180 days after the election or
deemed election pursuant to Section 6.6(a). 
At such closing, Fox Partner shall assign to Rainbow Partner the
Interests to be sold, free and clear of all liens, claims and encumbrances, and
shall execute such documents as may be necessary to effectuate the sale.  The purchase price shall be payable at the
option of Rainbow Partner by (i) wire transfer of funds or by certified or
cashier’s check drawn to the order of Fox Partner or (ii) delivery of a
promissory note of Rainbow Partner secured pursuant to a pledge or collateral
assignment agreement in form reasonably acceptable to Fox Partner, by the
Interest to be purchased, with a maturity date three (3) years


 


50





















 


following the
Buy-Out Closing Date and bearing interest, payable semi-annually, at a rate per
annum equal to the Prime Rate plus one-half percent (1/2
%).


 


6.7           Special Party Transfers.  Nothing in this Article VI shall (a)
limit or restrict the right or ability of Rainbow Partner to affect a Special
Party Transfer or (b) require the consent of any other Partner to a Special
Party Transfer.  The Special Party that
is a party to the Special Party Transfer shall be admitted as a Partner upon
the execution by such Special Party of a Special Party Counterpart.  Each affiliation and other agreement between
the Special Party and its Affiliates, on the one hand, and the Partnership, on
the other hand, as in effect on the date of admission of the Special Party as a
Partner shall become Approved Agreements. 
From and after the date of the Transfer to the Special Party, the Allocation
Policy for Management Overhead as in effect prior to the Transfer shall be
replaced by the following:  “The overhead
and indirect expenses of the Managing Partner shall be allocated to the
Partnership on a fair and reasonable basis consistent with how the parent of
the Managing Partner allocates such overhead and indirect expenses to other
businesses that it operates or manages and the annual amount of such allocation
shall not exceed the amount allocated to the Partnership by Rainbow Partner in accordance
with Annex D during Rainbow Partner’s last full year as Managing Partner,
increased each year by the Consumer Prior Index.”


 


6.8           Buy-Sell Procedure.


 


(a)           The procedure set
forth in this Section 6.8 (the “Buy-Sell Procedure”) may be
initiated by either Partner after the fourth anniversary of the Effective Date
after and each succeeding four year anniversary thereof (each, a “Buy-Sell
Trigger Date”).


 


51





















 


In such event, the notice of the Partner that initiates the Buy-Sell
Procedure (the “Initiating Partner”) shall include an estimate (the “Stated
Value”) by the Initiating Partner of the Fair Market Value as of such date
of the Interest of the Initiating Partner and of the Interest of the other
Partner (the “Responding Partner”). 
In establishing Stated Value for purposes of this Buy-Sell Procedure,
the Initiating Partner shall first estimate the Fair Market Value of the
Partnership.  The Fair Market Value of
the Partnership shall be multiplied by the Sharing Percentage of each Partner
in order to determine the Fair Market Value of the Interest of each
Partner.  Such notice may be delivered by
the Initiating Partner at any time within the 30 day period following a Buy-Sell
Trigger Date.


 


(b)           Within 45 days after
receipt of the notice of the Initiating Partner given pursuant to paragraph (a)
of this Section 6.8, the Responding Partner shall give written notice to
the Initiating Partner of the Responding Partner’s election to either purchase
the Initiating Partner’s Interest or sell to the Initiating Partner the
Responding Partner’s Interest, in either case at 100% of the Stated Value of
such Interest.


 


Upon receipt by the Initiating Partner of the notice of the Responding
Partner given pursuant to this paragraph (b), each Partner shall be obligated
to consummate the transactions elected by the Responding Partner, all in
accordance with the terms hereof.  The
purchasing Partner shall also be required to purchase from the selling Partner
all evidences of indebtedness (including Partners’ Loans) of the Partnership
held directly or indirectly by the selling Partner.  The failure of the Responding Partner to
notify the Initiating Partner of its election to buy or sell shall be


 


52





















 


deemed to be an election by the Responding Partner to sell its Interest
to the Initiating Partner.


 


(c)           During the pendency
of the Buy-Sell Procedure, the business and affairs of the Partnership shall be
conducted in the ordinary course as provided in this Agreement, unaffected by
the pendency of the Buy-Sell Procedure; provided, however, that
no additional capital contributions shall be required or received after the
receipt by the Initiating Partner of the notice of the Responding Partner pursuant
to paragraph (b) of this Section 6.8 and prior to the Buy-Sell Closing
Date (as hereinafter defined), whether or not such capital contribution would
otherwise be required pursuant to Section 3.1 hereof.  With respect to any capital call made pursuant
to Section 3.1 during the period following the receipt by the Responding
Partner of the notice of the Initiating Partner given pursuant to paragraph (a)
of this Section 6.8 and prior to the receipt by the Initiating Partner of
the notice of the Responding Partner given pursuant to paragraph (b) of this
Section 6.2, the Partners shall make the capital contributions required
pursuant to Section 3.1 and the purchase price to be paid by the
purchasing Partner for the Interest of the selling Partner shall be increased
by the amount of such capital contribution made by the selling Partner together
with interest on the amount of such capital contribution at the Prime Rate from
the date such contribution was made to the Buy-Sell Closing Date.  If, at any time following the receipt by the
Initiating Partner of the notice of the Responding Partner pursuant to
paragraph (b) of this Section 6.8, the Managing Partner determines in its
reasonable discretion that, but for the foregoing proviso, a capital contribution
would be required to be made pursuant to Section 3.1, the Managing Partner
may require the Purchasing Partner (as hereinafter defined) to grant to the
Partnership a Partner’s Loan


 


53





















 


having a principal amount equal
to the amount of the capital contribution that would otherwise be required and
bearing interest at the Prime Rate.


 


(d)           The closing of the
purchases and sales of Interests (including evidences of indebtedness)
determined pursuant to paragraph (b) of this Section 6.8 shall be held at
a mutually acceptable place on a mutually acceptable date (the “Buy-Sell
Closing Date”) not more than 90 days after the date of an election by the
Responding Partner under paragraph (b) of this Section 6.8, or 90 days after
the end of the 45-day period referred to in paragraph (b) of this
Section 6.8 if the Responding Partner fails to respond.  At such closing, the Partner that is
transferring an Interest (the “Transferring Partner”) shall assign to
the designee of the party that is purchasing an Interest (the “Purchasing
Partner”) the interest or interests to be sold, free and clear of all
liens, claims and encumbrances (other than any in existence at the Effective
Date), and shall execute such documents as may be necessary to effectuate the
sale.  In the event that the Initiating
Partner is also the Purchasing Partner, the applicable purchase price or prices
shall be payable in cash on the Buy-Sell Closing Date.  In the event that the Responding Partner is
the Purchasing Partner, the applicable purchase price or prices may, at the
election of such Purchasing Partner, be payable either (i) in cash on the
Buy-Sell Closing Date, or (ii) as long as Rainbow Partner is a Partner in
the Partnership, in the form of a promissory note of the Purchasing Partner,
secured pursuant to a pledge or collateral assignment agreement in form
reasonably acceptable to the Initiating Partner by the Interest to be
purchased, with a maturity date three (3) years following the Buy-Sell
Closing Date if Rainbow Partner is the Purchasing Partner, or three (3) months
following the Buy-Sell Closing Date if Fox Partner is the Purchasing Partner,
in each case, bearing interest,


 


54





















 


payable semi-annually, at a rate
per annum equal to the Prime Rate plus one-half percent (1⁄2).


 


(e)           No notice may be
given under Section 6.6(a): 
(i) by either Partner while any other notice is pending under the
provisions of this Section 6.6, (ii) by either Partner after an Event
of Termination has occurred, or (iii) by a Defaulting Partner.


 


ARTICLE VII


 


EVENTS OF DEFAULT


 


7.1           Events of Default.  An “Event of Default” shall be
considered to have occurred with respect to a Partner (the “Defaulting
Partner”) if:


 


(i)            Such Partner Transfers
all or any part of its Interest, or suffers to occur a Change in Control of
such Partner or an Indirect Transfer as to such Partner, except as permitted in
this Agreement; provided that no Event of Default shall be considered to
have occurred for 30 days following the involuntary encumbrance of all or any
part of such Interest if during such 30-day period such Partner acts diligently
to, and does, remove any such encumbrance, including, but not limited to
posting a bond to prevent foreclosure; or


 


(ii)           Such Partner or any
Affiliate of such Partner fails to perform or violates any other material term
or condition of this Agreement (including, without limitation, a failure to pay
any amounts due under Sections 3.1(c), 6.1, 6.2, 6.6 or 6.8 but excluding
any failure to meet any capital call other than a capital call under
Section 3.1(c)) or a material term or condition of any Approved Agreement
(or Section 8.2 of the Distribution and Transfer Agreement) and such
failure or violation continues for 45 days after such Partner has been given
notice thereof by any other Partner; provided, however, that
(other than in the case of a breach of Section 8.2 of the Distribution and
Transfer Agreement), if the failure or violation is not a failure to pay money
and is of such a nature that it cannot reasonably be cured within such 45-day
period, but if it is curable and such Partner in good faith begins efforts to
cure it within such 45-day period and continues diligently to do so, it shall
have a reasonable additional period thereafter to effect the cure.


 


7.2           Remedies of
Non-Defaulting Partners.


 


Upon the occurrence and during the continuance of an Event of Default,
the remedies that may be elected by the Non-Defaulting Partners are:


 


55





















 


(i)            to seek to enjoin
such default or to obtain specific performance of a Defaulting Partner’s
obligations or sue for Damages (as hereinafter defined) in respect of such
Event of Default; or


 


(ii)           to dissolve the
Partnership as provided in Section 8.1(e), in which event the affairs of the
Partnership shall be wound up as provided in Section 8.2.


 


The election of a remedy specified in clause (i) above may be made
by any Partner that is not a Defaulting Partner (a “Non-Defaulting Partner”)
or a Forfeited Partner and the remedy specified in clause (ii) above may
be made by unanimous vote of the Non-Defaulting Partners that are not Forfeited
Partners, by giving notice to the Defaulting Partner within 60 days (one year
in the case of an action to recover Damages) after obtaining actual knowledge
of the occurrence of such Event of Default; provided that, if an
election pursuant to clause (i) above is made to seek an injunction, specific
performance or other equitable relief and a final judgment in such action is
rendered denying such equitable remedy, then, by notice given within ten days
thereafter the Non-Defaulting Partners may elect to pursue any or all of the
remedies specified in clause (i) or (ii) of this Section 7.2 unless, prior
to the giving of such notice, the Defaulting Partner has cured the Event of
Default in question in full and no other Event of Default with respect to such
Partner has occurred and is continuing or the final judgment denying equitable
relief specifically held that there was no Event of Default.


 


The foregoing remedies shall not be deemed mutually exclusive, and
selection or resort to any thereof shall not preclude selection or resort to
the others.


 


The resort to any remedy pursuant to clauses (i) or (ii) of this
Section 7.2 shall not for any purpose be deemed to be a waiver of any other
remedy available hereunder or under applicable law; provided that the
failure to elect a remedy within the


 


56





















 


time period provided shall be conclusively presumed to be a waiver of
such Event of Default.


 


Unless any Event of Default has been waived as set forth in the
immediately preceding paragraph, the Defaulting Partner shall be liable to the
Partnership and to the Non-Defaulting Partners for any and all damages, losses
and expenses (including attorneys’ fees and disbursements) (collectively, “Damages”)
suffered or incurred by the Partnership or the Non-Defaulting Partners as a
result of such Event of Default; provided that neither the Partnership
nor the Non-Defaulting Partners shall have or assert any claim against the
Defaulting Partner for lost profits, exemplary, punitive, indirect, special or
consequential Damages suffered or incurred by the Partnership or the
Non-Defaulting Partners as a result of an Event of Default.


 


ARTICLE VIII


 


DURATION AND TERMINATION OF THE PARTNERSHIP


 


8.1           Events of Termination.  The Partnership shall be dissolved and its
affairs wound up pursuant to Section 8.2 upon the first to occur of any of the
following events (each, an “Event of Termination”):


 


(a)           the expiration of
the Term (provided that the Partners may at any time prior to such
expiration amend this Agreement to extend the Term);


 


(b)           the execution by all
of the Partners of a unanimous written consent to dissolution;


 


(c)           the sale or other
disposition of substantially all of the assets of the Partnership;


 


(d)           the Bankruptcy of a
Partner, unless such Partner’s Interest is purchased pursuant to Section 8.3 or
the other Partners consent to a continuation of the Partnership with the
successor of such Bankrupt Partner admitted as a new Partner; or


 


57





















 


(e)           the election of the
Non-Defaulting Partners pursuant to Section 7.2(ii) to terminate the
Partnership upon the occurrence and during the continuance of an Event of
Default.


 


8.2           Winding-Up.  Upon the occurrence of an Event of
Termination, if the Partnership is not continued as provided herein, the
Partnership’s affairs shall be wound up as follows:


 


(a)           The Managing
Partner, or in the event there is no Managing Partner the Partners’ Committee,
shall cause to be prepared a statement of the assets and liabilities of the
Partnership as of the date of dissolution.


 


(b)           The assets and
properties of the Partnership shall be liquidated as promptly as possible, and
receivables collected, all in an orderly and business like manner so as not to
involve undue sacrifice.  Notwithstanding
the foregoing, the Partners’ Committee may determine not to sell, or authorize
the sale of, all or any portion of the assets and properties of the
Partnership, in which event such assets and properties shall be distributed in
kind pursuant to Section 8.2(c).


 


(c)           The proceeds of
liquidation under Section 8.2(b) and all other assets and properties of the
Partnership shall be applied and distributed as follows in the following order
of priority:


 


(i)            to the payment of
the debts and liabilities of the Partnership (excluding any amounts which may
be owed to any Partner or any Affiliate of a Partner in respect of Partner’s
Loans, but including all other amounts owed to any Partner or any Affiliate of
a Partner) and the expenses of liquidation;


 


(ii)           to establish any
reserves that the Managing Partner, or in the event there is no Managing
Partner the Partners’ Committee, in accordance with sound business judgment,
deems reasonably necessary for any contingent or unforeseen liabilities or
obligations of the Partnership, which reserves may be paid over by the Managing
Partner or the Partners’ Committee, as applicable, to an escrow agent selected
by it to be held by such agent for the purpose of (x) distributing such
reserves in payment of the aforementioned contingencies and (y) upon the
expiration of such period as the Managing Partner or the Partners’ Committee,
as applicable, may deem advisable, distributing the balance thereof in the
manner provided in this Section 8.2(c);


 


58





















 


(iii)          to pay the accrued
and unpaid interest and unpaid principal amount of Partner’s Loans in the
proportion that the aggregate outstanding amount of such Partner’s Loans of
each Partner and its Affiliates, including accrued and unpaid interest, bears
to the total of all such outstanding Partner’s Loans, including accrued and unpaid
interest, of all the Partners and their Affiliates;


 


(iv)          to the Partners in
proportion to the positive balance of each Partner’s Capital Account; provided
that, if any assets are to be distributed in kind, they will be valued at their
Fair Market Value before the distribution. 
This adjustment to Fair Market Value will be reflected in an adjustment
to the Partners’ Capital Accounts in accordance with the principles of Section
3.4 immediately prior to any liquidating distribution.  No Partner shall have any obligation to make
any contribution or payment in respect of a negative balance in its Capital
Account.  Distributions pursuant to this
paragraph may be distributed to a trust established for the benefit of the
Partners for the purposes of liquidating the Partnership assets, collecting
amounts owed to the Partnership and paying any contingent or unforeseen
liabilities or obligations of the Partnership or of any Partner arising out of
or in connection with the Partnership. 
The assets of any such trust shall be distributed to the Partners from
time to time, in the reasonable discretion of the Partners’ Committee, in the
same proportions as the amount distributed to such trust by the Partnership
would otherwise have been distributed to the Partners pursuant to this
Agreement.


 


(d)           The Partners and
former Partners shall look solely to the Partnership’s assets for the return of
their Capital Contributions, and if the assets of the Partnership remaining
after payment of or due provision for all debts, liabilities and obligations of
the Partnership are insufficient to return such Capital Contributions, the
Partners and former Partners shall have no recourse against the Partnership or
any other Partner.


 


(e)           If the value of the
Partnership assets, including profits from any sale thereof, is insufficient to
pay the liabilities of the Partnership (other than any Partner’s Loans and
Capital Contributions), then such additional liabilities and reserve needs
shall be funded by the Partners in accordance with their respective Sharing
Percentages without giving effect to any reduction or increase in the Sharing
Percentage of any Partner pursuant to Section 3.2(b) resulting from one or more
defaults under Section 3.1.


 


(f)            The Partners shall
comply with all requirements of applicable law pertaining to the winding-up of
the Partnership.


 


59





















 


(g)           The Partners
acknowledge that this Section 8.2 may establish distribution priorities
different from those set forth under applicable law and agree that they intend,
to the extent legally permissible, to vary those provisions by this Agreement.


 


8.3           Purchase Option
Upon Bankruptcy of a Partner.  Upon the Bankruptcy of a Partner, any other
Partner that is not a Defaulting Partner or Bankrupt (a “Nonbankrupt Partner”)
shall have the right, but not the obligation, by notice given to all the
Partners within 45 days after such Nonbankrupt Partner obtains actual knowledge
of the occurrence of such Bankruptcy, to elect to purchase or cause its Designee
to purchase all or a portion of its pro rata share (based on the relative
Sharing Percentages of the Nonbankrupt Partners) of the Bankrupt Partner’s
Interest.  If any Nonbankrupt Partner
elects not to purchase its pro rata portion, the remaining Nonbankrupt
Partners, if any, will have the right to elect to purchase the portion
declined.  Unless the entire Interest of
the Bankrupt Partner is purchased pursuant to this Section 8.3, no portion of
its Interest shall be purchased.  If the
Nonbankrupt Partners purchase the entire Interest of the Bankrupt Partner, the
business of the Partnership shall be continued as a successor business entity
without liquidation of the Partnership’s affairs.  The purchase price payable for the Bankrupt
Partner’s Interest pursuant to this Section 8.3 shall be 100% of the product of
the Fair Market Value of the Partnership times such Bankrupt Partner’s Sharing
Percentage.  To the extent there is any
disagreement among the Partners as to the value of the Bankrupt Partner’s Interest,
such dispute shall be determined by an Appraiser selected jointly by the
Nonbankrupt Partners, on the one hand, and the Bankrupt Partner, on the other
hand.  If the Partners are not able to
agree on an Appraiser, the Nonbankrupt Partners shall jointly select an
Appraiser and the Bankrupt Partner shall select an


 


60





















 


Appraiser and the Appraisers so
selected shall jointly select a third Appraiser, and the Appraiser so selected
shall be the Appraiser for purposes of determining the value of such Interest; provided
that, if the Bankrupt Partner shall fail to select an Appraiser, the Appraiser
selected by the Nonbankrupt Partners shall be the Appraiser for purposes of
determining the value of such Interest. 
If more than one eligible Partner elects to purchase a Bankrupt
Partner’s Interest pursuant to this Section but any Partner fails to tender its
share of the purchase price therefor at the closing, then the tendering
Partner(s) may elect to purchase the Interest that was to be purchased by such
nontendering Partner and shall have an additional 15 days in which to tender
payment for the share of the Bankrupt Partner’s Interest that was to be
purchased by the nontendering Partner(s). 
Any such election by the tendering Partner(s) shall not excuse the
default by the nontendering party.


 


ARTICLE IX


 


COVENANTS, REPRESENTATIONS AND WARRANTIES


 


9.1           Compliance with
Applicable Law. 
Each Partner shall comply with all applicable laws, regulations, rules
and orders of governmental authorities the non-compliance with which would have
a material adverse effect on the business affairs or financial condition of the
Partnership.


 


9.2           No Restrictive Covenants.  No Partner shall enter into or become subject
to any contract, agreement, restriction or covenant (other than an Approved
Agreement) which would impair or inhibit the Partnership’s ability to obtain
financing without recourse to the Partners (collectively, “Restrictive
Covenants”), and each Partner


 


61





















 


represents and warrants to the
other Partners that, on the Effective Date, it is not subject to any
Restrictive Covenants.


 


9.3           Indemnification
of Partners; Contribution.  The Partnership shall indemnify and hold each
Partner harmless from and against any claim, demand, loss, damage, liability or
expense (including, without limitation, amounts paid in settlement, reasonable
costs of investigation and reasonable legal expenses) incurred by or against
such Partner and arising out of or resulting from any act or omission of the
Partnership.  As among the Partners, no
Partner shall be liable or bear responsibility for more than its proportionate
share (based on its Sharing Percentage) of the liabilities and obligations of
the Partnership.  For the purposes of the
preceding sentence, a Partner’s Sharing Percentage shall be determined on the
date the relevant liability or obligation is incurred, without giving effect to
any reduction or increase in such Partner’s Sharing Percentage pursuant to
Section 3.2(b) resulting from one or more defaults under Section 3.1.  In the event that (whether before or
following any dissolution of the Partnership) any Partner shall be required to
pay, discharge or otherwise bear responsibility for any liability or obligation
of the Partnership in excess of such Partner’s proportionate share thereof,
each other Partner hereby agrees to indemnify, hold harmless and reimburse
(directly or through the Partnership) such Partner against and for such other
Partner’s respective proportionate share of such excess.  It is the intention of the Partners that,
following the operation of this clause, each Partner will have borne exactly
its proportionate share of the liability or obligation of the Partnership at
issue determined with reference to such Partner’s Sharing Percentage,
determined in accordance with the third sentence of this Section 9.3.


 


62





















 


9.4           Notice of Change
in Control and Indirect Transfer.  In addition to any other notification
requirements under this Agreement, each Partner agrees that promptly following
the occurrence of an event which constitutes a Change in Control or an Indirect
Transfer it will give notice to the other Partners of the Change in Control or
Indirect Transfer.


 


ARTICLE X


 


MISCELLANEOUS


 


10.1         Waiver of Partition.  Except as may be otherwise provided by law in
connection with the winding-up, liquidation and dissolution of the Partnership,
each Partner hereby irrevocably waives any and all rights that it may have to
maintain an action for partition of any of the Partnership Property.


 


10.2         Modification; Waivers.  This Agreement may be modified or amended
only with the written consent of each Partner. 
Except as otherwise specifically provided herein, no Partner shall be
released from its obligations hereunder without the written consent of the
other Partners.  The observance of any
term of this Agreement may be waived (either generally or in a particular
instance and either retroactively or prospectively) by the party or parties
entitled to enforce such term, but any such waiver shall be effective only if
in a writing signed by the party or parties against which such waiver is to be
asserted.  Except as otherwise
specifically provided herein, no delay on the part of any party hereto in
exercising any right, power or privilege hereunder shall operate as a waiver
thereof, nor shall any waiver on the part of any party hereto of any right,
power or privilege hereunder operate as a waiver of any other right, power or
privilege hereunder nor shall any single or partial exercise of any right,
power or


 


63





















 


privilege
hereunder preclude any other or further exercise thereof or the exercise of any
other right, power or privilege hereunder.


 


10.3         Entire Agreement.  Other than with respect to the Distribution
and Transfer Agreement and any writing executed by the parties hereto that
specifically refers to this Section 10.3, this Agreement and the documents
expressly referred to herein constitute the entire agreement among the Partners
with respect to the subject matter hereof and supersede any prior agreement or
understanding between or among the Partners with respect to such subject
matter.


 


10.4         Severability.  If any provision of this Agreement, or the
application of such provision to any Person or circumstance, shall be held
invalid, the remainder of this Agreement or the application of such provision
to other Persons or circumstances shall not be affected thereby; provided
that the parties shall negotiate in good faith with respect to an equitable
modification of the provision or application thereof held to be invalid.


 


10.5         Notices.
 All notices,
requests, demands, consents and other communications required or permitted to
be given hereunder shall be in writing and shall be deemed to have been duly
given on the date delivered by hand, on the date transmission by telecopy is
confirmed by machine answer-back or on the third business day after such notice
is mailed by registered or certified mail, postage prepaid, and, pending the
designation by notice of another address, addressed as follows:


 


	
  If to Fox
  Partner:

  
	
   

  
	
  c/o Fox Cable Networks Group

  
	
  10201 W. Pico Blvd.

  
	
  Building 103

  



 


64





















 


	
  Los Angeles, CA 90035

  
	
  Telephone: (310) 284-2399

  
	
  Telecopier: (310) 229.5656

  
	
  Attention: Executive Vice President and
  General Counsel

  
	
   

  
	
  With a copy to:

  
	
   

  
	
  News Corporation

  
	
  1211 Avenue of the Americas

  
	
  New York, New York 10036

  
	
  Telephone: (212) 852-7000

  
	
  Telecopier: (212) 768-2029

  
	
  Attention: Lawrence A. Jacobs, Esq.

  
	
   

  
	
  and

  
	
   

  
	
  Hogan & Hartson L.L.P.

  
	
  875 Third Avenue

  
	
  New York, New York 10022

  
	
  Telephone: (212) 918-3000

  
	
  Telecopier: (212) 918-3100

  
	
  Attention: Ira S. Sheinfeld, Esq.

  
	
   

  
	
  If to
  Rainbow Partner:

  
	
   

  
	
  c/o Rainbow Media Holdings, LLC

  
	
  1111 Stewart Avenue

  
	
  Bethpage, N.Y. 11714

  
	
  Attention: President

  
	
   

  
	
  With a copy
  to Attention:  Executive Vice President

  
	
   

  	
  Legal and
  Business Affairs

  
	
   

  
	
  cc:

  	
  Cablevision
  Systems Corporation

  
	
   

  	
  1111 Stewart
  Avenue

  
	
   

  	
  Bethpage,
  New York 11714

  
	
   

  	
   

  
	
   

  	
  Attention:  Executive Vice President and

  General Counsel

  



 


10.6         Successors and Assigns.  Except as otherwise specifically provided
herein, this Agreement shall be binding upon and inure to the benefit of the
Partners and their legal representatives, successors and permitted assigns.


 


65





















 


10.7         Counterparts.  This Agreement may be executed in one or more
counterparts, all of which together shall constitute one and the same
instrument.


 


10.8         Headings; Cross-references.  The Article and Section headings in this
Agreement are for convenience of reference only, and shall not be deemed to
alter or affect the meaning or interpretation of any provisions hereof.


 


10.9         Construction.  None of the provisions of this Agreement
shall be for the benefit of or enforceable by any creditors of the
Partnership.  No one, including but not
limited to the Partners or any creditor of the Partnership or any of its
Partners, shall have any rights under this Agreement against any Affiliate of
any Partners.


 


10.10       Property Rights;
Confidentiality. 
All books, records and accounts maintained exclusively for the
Partnership (including, without limitation, marketing reports and all other
data whether stored on paper or in electronic or other form), and any contracts
or agreements (including, without limitation, agreements for the purchase,
lease or license of programming) entered into by or exclusively on behalf of
the Partnership, shall at all times be the exclusive property of the
Partnership.  All property (real,
personal or mixed) purchased with Partnership funds, and all moneys held or
collected for or on behalf of the Partnership shall at all times be the exclusive
property of the Partnership.  No Partner
shall, during the period such Partner is a Partner and for a period ending on
the later of two (2) years after such Partner has ceased to be a Partner,
disclose any confidential or proprietary information with respect to the
Partnership or any Partner, except (i) with the prior written consent of
the other Partners; (ii) to the extent necessary to comply with law or the
valid order of a court of competent jurisdiction, in which event the party
making such disclosure shall so give notice to the other Partners as promptly
as


 


66





















 


practicable (and, if possible,
prior to making such disclosure) and shall seek confidential treatment of such
information; (iii) as part of its normal reporting or review procedure to
its parent companies, its auditors and its attorneys and the securities
exchange on which any such parent’s securities are traded from time to time; provided
that such Partner shall be liable for any breach by such parent companies,
auditors or attorneys of any provision of this Section; (iv) in connection
with the enforcement of such Partner’s rights hereunder; (v) disclosures
to an Affiliate of, or professional advisor to, such Partner in connection with
the performance by such Partner of its obligations hereunder; provided
that such Partner shall be liable for any breach by such Affiliate or
professional advisor of any provision of this Section; and (vi) to a
prospective purchaser of all or a portion of such Partner’s Interest in
connection with a sale in accordance with the terms of this Agreement; provided
that such Partner shall be liable for any breach by such prospective purchaser
of any provision of this Section.  Except
as provided in the preceding sentence, no Partner, nor any of its Affiliates,
shall, during the periods referred to in such sentence, use any confidential or
proprietary information with respect to the Partnership other than for the
benefit of the Partnership.


 


10.11       Non-Recourse.  The obligations of the Partners under this
Agreement are solely limited liability company obligations of such entities and
no representation, undertaking or agreement made in this Agreement on the part
of any Partner was made or intended to be made as a personal or individual
representation, undertaking or agreement on the part of any partner, member,
incorporator, stockholder, director, officer or agent (past, present or future)
of any Partner, and no personal or individual liability or responsibility is
assumed by, nor shall any recourse at any time be


 


67





















 


asserted or enforced against,
any such partner, member, incorporator, stockholder, director, officer or
agent, all of which recourse (whether in common law, in equity, by statute or
otherwise) is hereby forever irrevocably waived and released.


 


10.12       Further Actions.  Each Partner shall execute and deliver such
other certificates, agreements and documents, and take such other actions, as
may reasonably be required in connection with the formation and continuation of
the Partnership and the achievement of its purposes.


 


10.13       Survival.  Section 10.10 shall survive the termination
of this Agreement, the dissolution of the Partnership, the withdrawal of any
Partner and the Transfer of the Interest of any Partner.  Sections 4.4, 4.6 and 9.3 shall survive the
termination of this Agreement and the dissolution of the Partnership.


 


10.14       Governing Law.  The Partnership has been formed and is
continued under the laws of the State of New York.  This Agreement shall be governed, construed
and enforced in accordance with the laws of the State of New York without
regard to principles of conflict of laws.


 


10.15       No Right of Set-Off.  No Partner shall be entitled to offset
against any of its financial obligations to the Partnership under this
Agreement any obligation owed to it or any of its Affiliates by any other
Partner or any of such other Partner’s Affiliates.


 


10.16       Expenses of the Parties.  All expenses incurred by or on behalf of the
parties hereto in connection with the authorization, preparation and
consummation of this Agreement, including, without limitation, all fees and
expenses of agents, representatives, counsel and accountants employed by the
parties hereto in connection


 


68





















 


with the
authorization, preparation, execution and consummation of this Agreement, shall
be borne solely by the party who shall have incurred the same.


 


10.17       Unregistered Interests.  Each Partner (i) acknowledges that the
Interests are being acquired without registration under the Securities Act of
1933, as amended, or under similar provisions of state law,
(ii) represents and warrants to the Partnership and the other Partners
that it is acquiring the Interest for its own account, for investment and with
no view to the distribution of the Interest, and (iii) agrees not to
Transfer or attempt to Transfer such Interest in the absence of registration
under that Act and any applicable state securities laws or an available
exemption from such registration.


 


69





















 


IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed by their officers or partners thereunto duly authorized as of the date
first written above.


 


	
   

  	
  FOX SPORTS
  RPP HOLDINGS, INC.

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  RAINBOW
  REGIONAL HOLDINGS SUB, L.L.C.

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By: Rainbow
  Regional Holdings, L.L.C.

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By: RRH I,
  LLC,

  	
   

  
	
   

  	
  a member

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
					



 


70