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