SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                          ----------------------------

                                    FORM 8-K

                           ---------------------------

                                 CURRENT REPORT

                     Pursuant to Section 13 or 15(d) of the
                         Securities Exchange Act of 1934

                Date of Report (Date of earliest event reported):
                                  June 22, 1997

                         CABLEVISION SYSTEMS CORPORATION
             (Exact Name of Registrant as specified in its charter)

                                    Delaware
                            (State of Incorporation)

            1-9046                                           11-2776686
   (Commission File Number)                                (IRS Employer
                                                       Identification Number)

                  One Media Crossways, Woodbury, New York 11797
                    (Address of principal executive offices)

               Registrant's telephone number, including area code:
                                 (516) 364-8450
<PAGE>

ITEM 5. OTHER EVENTS

            Cablevision Systems Corporation (the "Registrant" or the "Company")
hereby supplements and, to the extent any prior disclosure in the Company's Form
10-K for the year ended December 31, 1996 (the "Form 10-K") or the Company's
Form 10-Q for the quarter ended March 31, 1997 (the "Form 10-Q") are
inconsistent herewith, amends the Form 10-K and Form 10-Q as follows:

            On June 22, 1997, Rainbow Media Sports Holdings, Inc. ("Rainbow
Sports"), a wholly-owned subsidiary of Rainbow Media Holdings, Inc. ("Rainbow
Media"), a subsidiary of the Registrant, entered into an agreement (the
"Formation Agreement") with Fox Sports Net, LLC ("Fox Sports"), a subsidiary of
Fox/Liberty Networks, LLC, to organize three partnerships, Regional Programming
Partners, National Sports Partners and National Advertising Partners.

            Under the Formation Agreement, in connection with the formation of
Regional Programming Partners, upon the closing of the transactions contemplated
thereby (the "Closing"), Rainbow Media will, directly or indirectly, contribute
or cause to be contributed to Regional Programming Partners in consideration for
the issuance of a 60% general partnership interest in Regional Programming
Partners:

            (i) its 50% general partnership interest in SportsChannel Chicago
      Associates;

            (ii) its 50% general partnership interest in SportsChannel Pacific
      Associates;

            (iii) all of the partnership interests in SportsChannel New England
      Limited Partnership;

            (iv) all of the partnership interests in SportsChannel Ohio
      Associates;

            (v) all of the partnership interests in SportsChannel Cincinnati
      Associates;

            (vi) all of the outstanding stock of the general partner in Madison
      Square Garden, L.P. ("MSG") and an 89.4% limited partnership interest in
      MSG;

            (vii) its 66 2/3% general partnership interest in SportsChannel
      Prism Associates;
<PAGE>

            (viii) its 30% general partnership interest in SportsChannel Florida
      Associates; and

            (ix) all of the limited liability company interests in Metro Channel
      LLC.

            In consideration of an issuance of a 40% general partnership
interest in Regional Programming Partners, at the Closing, Fox Sports will
contribute $850 million in cash to Regional Programming Partners.

            An indirect subsidiary of Rainbow Media will be the managing general
partner of Regional Programming Partners.

            Under the Formation Agreement, in connection with the formation of
National Sports Partners, at the Closing, (i) Rainbow Media will contribute or
cause to be contributed in consideration for the issuance of a 50% general
partnership interest in National Sports Partners (a) all of the limited
liability company interests in American Sports Classics LLC, (b) a 50% general
partnership interest in Prime SportsChannel Networks Associates, and (c) all of
the capital stock of SportsChannel Ventures, Inc. and (ii) Fox Sports will
contribute or cause to be contributed in consideration for the issuance of a 50%
general partnership interest in National Sports Partners (a) certain assets,
including the assets pertaining to or used in the business of Fox Sports, and
(b) a 50% general partnership interest in Prime SportsChannel Networks
Associates. An indirect subsidiary of Fox Sports will be the managing general
partner of National Sports Partners.

            Under the Formation Agreement, in connection with the formation of
National Advertising Partners, at the Closing, (i) Rainbow Media will contribute
or cause to be contributed in consideration for the issuance of a 50% general
partnership interest in National Advertising Partners certain national
advertising assets of Rainbow Advertising Sales Corporation and of Prime
SportsChannel Networks Associates relating to the national advertising of the
regional sports programming services in which Rainbow Media has an ownership
interest and (ii) Fox Sports will contribute or cause to be contributed in
consideration for the issuance of a 50% general partnership interest in National
Advertising Partners certain assets of Liberty/Fox Central Services, LLC and
Liberty/Fox Network Programming, LLC and of Prime SportsChannel Networks
Associates relating to the national advertising of the regional sports
programming services in which Fox Sports has an ownership


                                      -2-
<PAGE>

interest and of Fox Sports Net. An indirect subsidiary of Fox Sports will be the
managing general partner of National Advertising Partners.

            Consummation of the transactions contemplated by the Formation
Agreement is subject to the receipt of all required regulatory approvals and
third party consents, including approvals of the National Basketball Association
and the National Hockey League. The parties expect that the Closing will occur
during the third quarter of 1997.

ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS

      (c)   The following exhibits are filed as a part of this report on Form
            8-K:

            99.1  Formation Agreement, dated as of June 22, 1997, among Rainbow
                  Media Sports Holdings, Inc. and Fox Sports Net, LLC, attaching
                  Annex A (Partnership Agreement of Regional Programming
                  Partners) and Annex B (Partnership Agreement of National
                  Sports Partners)


                                      -3-
<PAGE>

                                    SIGNATURE

      Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.

                                        CABLEVISION SYSTEMS CORPORATION


                                        By: /s/ Marc Lustgarten
                                           --------------------------------
                                           Name:  Marc Lustgarten
                                           Title:  Vice Chairman

Dated: July 10, 1997


                                      -4-
<PAGE>

                                Index to Exhibits
                                -----------------

Exhibit No.                  Description
-----------                  -----------

    99.1                Formation Agreement, dated as of June 22,
                        1997, among Rainbow Media Sports Holdings,
                        Inc. and Fox Sports Net, LLC, attaching Annex
                        A (Partnership Agreement of Regional
                        Programming Partners) and Annex B
                        (Partnership Agreement of National Sports
                        Partners)
<PAGE>

                                                                    EXHIBIT 99.1

                               FORMATION AGREEMENT

                                      among

                       Rainbow Media Sports Holdings, Inc.

                                       and

                               FOX SPORTS NET, LLC

                            Dated as of June 22, 1997
<PAGE>

                                                                            Page

                                TABLE OF CONTENTS

                                                                            Page

1.  Definitions..............................................................7

2.  Formation...............................................................15
    2.1  Contributions and Partnership Formation............................15
    2.2  Closing and Method of Payment......................................16

3.  Representations and Warranties of Rainbow...............................17
         3.1.1  Organization and Standing...................................17
         3.1.2  Authorization and Enforceability............................18
         3.1.3  Absence of Restrictions.....................................19
         3.1.4  Arrangements Concerning Interests
                  Transferred...............................................22
         3.1.5  Ownership and Title.........................................23
         3.1.6  Financial Statements........................................23
         3.1.7  Ownership of and Title to Assets of
                  the Contributed Businesses................................24
         3.1.8  Compliance with Applicable Laws and
                  Material Contracts........................................25
         3.1.9  Taxes and Reports...........................................28
         3.1.10 Benefit Plans...............................................29
         3.1.11 Absence of Insolvency Proceedings...........................31
         3.1.12 [Reserved]..................................................32
         3.1.13 Litigation..................................................32
         3.1.14 No Material Adverse Change..................................33
         3.1.15 Purchase for Own Account, Etc...............................33
    3.2  Survival of Representations and Warranties.........................34
    3.3  Florida Partnership Matters........................................35

4.  Representations and Warranties of Fox/Liberty...........................35
         4.1.1  Organization and Standing...................................35
         4.1.2  Authorization and Enforceability............................36
         4.1.3  Absence of Restrictions.....................................36
         4.1.4  Arrangements Concerning Assets
                  Transferred...............................................40
         4.1.5  Ownership and Title.........................................41
         4.1.6  [Reserved]..................................................42
         4.1.7  Ownership and Title.........................................42
         4.1.8  Compliance with Applicable Laws and
                  Material Contracts........................................43
         4.1.9  Taxes and Reports...........................................47
         4.1.10 Benefit Plans...............................................48
         4.1.11 Absence of Insolvency Proceedings...........................51
         4.1.12 [Reserved]..................................................51
         4.1.13 Litigation..................................................51
         4.1.14 No Material Adverse Change..................................52
         4.1.15 Purchase for Own Account, Etc...............................52
    4.2  Survival of Representations and Warranties.........................53


                                       -i-
<PAGE>

                                                                            Page
                                                                            ----

5.  Agreements of the Parties...............................................54
    5.1  Access to Information..............................................54
    5.2  Conduct of Business Pending the Closing............................56
    5.3  Other Action.......................................................58
    5.4  Advertising Assets Schedules.......................................58
    5.5  Fox Sports Net Asset Schedule......................................59
    5.6  Fox Sports Americas................................................59
    5.7  HSR Filings........................................................60
    5.8  Advertising Budget and Business Plan...............................60
    5.9  Allocation Policies and Approved Agreements........................61

6.  Conditions Precedent; Covenant as to Transaction

    Documents...............................................................61
    6.1  Conditions Precedent To Both Parties'
           Obligations......................................................61
    6.2  Obligation to Execute Transaction Documents........................65
    6.3  Frustration of Closing Conditions..................................65

7.  Documents to Be Delivered at the Closing................................65
    7.1  By Rainbow.........................................................65
         7.1.1  To Fox/Liberty..............................................65
         7.1.2  To the Partnership..........................................66
         7.1.3  To the National Sports Partnership..........................67
         7.1.4  To the National Advertising
                  Partnership...............................................67
    7.2  By Fox/Liberty.....................................................67
         7.2.1  To Rainbow..................................................67
         7.2.2  To the Partnership..........................................68
         7.2.3  To the National Sports Partnership..........................68
         7.2.4  To the National Advertising
                  Partnership...............................................69

8.  Actions to Be Taken and Agreements to Be Performed
    After the Closing.......................................................69
    8.1  Further Documentation..............................................69
    8.2  Actions to Protect the National
           Sports Service...................................................70
    8.3  Development of New Regional Sports
           Interests........................................................70
    8.4  Development of New Regional
           Nonsports Interests..............................................75
    8.5  Network Interests..................................................77
    8.6  Excepted Transactions..............................................77
    8.7  Unrestricted Regionals, Etc........................................81
    8.8  Employees and Employee Benefits....................................81
    8.9  "Fox" Branding; Trademarks.........................................83
    8.10 Use of Investment Proceeds.........................................83
    8.11 Right of First Refusal.............................................83


                                      -ii-
<PAGE>

                                                                            Page
                                                                            ----

9.   Indemnification........................................................84

10.  Termination............................................................90
     10.1  Termination Rights...............................................90
     10.2  No Liabilities in Event of Termination...........................90

11.  Brokerage..............................................................91

12.  Non-Recourse...........................................................91

13.  Expenses...............................................................92

14.  Assignment and Binding Effect..........................................93

15.  Construction...........................................................93

16.  Notices................................................................94

17.  Benefit................................................................96

18.  Press Releases.........................................................96

19.  Headings...............................................................96

20.  Schedules..............................................................97

21.  Counterparts...........................................................97

22.  Entire Agreement.......................................................97

23.  Confidentiality........................................................97

Signatures..................................................................99

Annex A - Partnership Agreement of Regional Programming Partners............A-1

Annex B - Partnership of National Sports Partnership Agreement..............B-1

Annex C - Form of National Advertising Agreement including 
            National Advertising Partnership Agreement......................C-1

Annex D - Form of Trademark/Tradename License Agreement between 
            Fox and the Partnership having attached the Form


                                      -iii-
<PAGE>

                                                                            Page
                                                                            ----

            of Trademark/Tradename Sublicense Agreement between 
            the Partnership and Certain Regionals...........................D-1

Annex E - Amendments to Existing Partnership Agreements.....................E-1

Annex F - Form of National Sports Affiliation Agreement.....................F-1

Annex G - Form of Regional Affiliation Agreement............................G-1

Annex H - Reimbursement and Guarantee Agreement.............................H-1

Annex I - Form of Advertising Representation Agreement......................I-1

Annex J - Options Reimbursement Agreement...................................J-1


                                      -iv-
<PAGE>

                               FORMATION AGREEMENT
                               -------------------

            FORMATION AGREEMENT, dated as of June 22, 1997, among Rainbow Media
Sports Holdings, Inc., a Delaware corporation ("Rainbow"), and Fox Sports Net,
LLC, a Delaware limited liability company ("Fox/Liberty").

                              W I T N E S S E T H:
                              - - - - - - - - - -

            WHEREAS, the parties hereto wish to organize Regional Programming
Partners as a general partnership under the laws of the State of New York (the
"Partnership") pursuant to a Partnership Agreement substantially in the form of
Annex A hereto.

            WHEREAS, at the Closing, Rainbow will contribute or cause to be
contributed to the Partnership a 50% general partnership interest in
SportsChannel Chicago Associates, a general partnership organized under the laws
of the State of New York ("Chicago Partnership").

            WHEREAS, at the Closing, Rainbow will contribute or cause to be
contributed to the Partnership a 50% general partnership interest in
SportsChannel Bay Area Associates, a general partnership organized under the
laws of the State of New York ("Pacific Partnership").

            WHEREAS, at the Closing, Rainbow will contribute or cause to be
contributed to the Partnership all of the partnership interests in SportsChannel
New England Limited
<PAGE>

Partnership, a limited partnership organized under the laws of the State of
Connecticut ("New England Partnership").

            WHEREAS, at the Closing, Rainbow will contribute or cause to be
contributed to the Partnership a 662/3% general partnership interest in
SportsChannel Prism Associates, a general partnership organized under the laws
of the State of New York ("Prism Partnership").

            WHEREAS, at the Closing, Rainbow will contribute or cause to be
contributed to the Partnership a 30% general partnership interest in
SportsChannel Florida Associates, a general partnership organized under the laws
of the State of New York ("Florida Partnership").

            WHEREAS, at the Closing, Rainbow will contribute or cause to be
contributed to the Partnership all of the general partnership interests in
SportsChannel Ohio Associates, a general partnership organized under the laws of
the State of New York ("Ohio Partnership").

            WHEREAS, at the Closing, Rainbow will contribute or cause to be
contributed to the Partnership all of the partnership interests in SportsChannel
Cincinnati Associates, a general partnership organized under the laws of the
State of New York ("Cincinnati Partnership").

            WHEREAS, at the Closing, Rainbow will contribute or cause to be
contributed to the Partnership all of the outstanding capital stock of Rainbow
Garden Corp., a Delaware corporation ("RGC"), and an 89.4% limited


                                      -2-
<PAGE>

partnership interest in Madison Square Garden, L.P., a limited partnership
organized under the laws of the State of Delaware ("MSG"), which interest may be
reduced to an 87.1% interest if a previously agreed contribution is made to MSG
by another partner.

            WHEREAS, RGC owns a .4% general partnership in MSG.

            WHEREAS, at the Closing, Rainbow will contribute or cause to be
contributed to the Partnership all of the limited liability company interests in
Metro Channel LLC, a limited liability company organized under the laws of the
State of Delaware ("Metro Channel").

            WHEREAS, the Transferred Entity Interests (hereinafter defined)
constitute all of the interests of Rainbow and its Affiliates in the Contributed
Businesses as of the Closing Date.

            WHEREAS, at the Closing, Fox/Liberty will contribute or cause to be
contributed to the Partnership $850,000,000 (the "Fox/Liberty Partnership
Contribution") which represents a valuation of each of the Transferred Entity
Interests (hereinafter defined) as set forth in Schedule 1.1.

            WHEREAS, Rainbow desires to acquire and own a 60% general
partnership interest in the Partnership and Fox/Liberty desires to acquire and
own a 40% general partnership interest in the Partnership.


                                      -3-
<PAGE>

            WHEREAS, Rainbow and Fox/Liberty wish to organize National Sports
Partners as a general partnership under the laws of the State of New York (the
"National Sports Partnership") pursuant to a National Sports Partnership
Agreement substantially in the form of Annex B hereto.

            WHEREAS, the National Sports Partnership is being created to develop
and operate a back-drop service, whose success and profitability will depend
upon stable and extensive distribution through, and sales of advertising in
conjunction with, the regional sports programming services owned by the parties.

            WHEREAS, at the Closing, Rainbow will contribute or cause to be
contributed (the "Rainbow National Contribution") to the National Sports
Partnership (i) all of the limited liability company interests in American
Sports Classics LLC, a limited liability company organized under the laws of the
State of Delaware ("American Sports LLC"), (ii) a 50% general partnership
interest in Prime SportsChannel Networks Associates, a general partnership
organized under the laws of the State of New York ("PSA Partnership"), and (iii)
all of the capital stock of SportsChannel Ventures, Inc., a corporation
organized under the laws of the State of Delaware ("SportsChannel Ventures"),
all in exchange for a 50% general partnership interest in the National Sports
Partnership.


                                      -4-
<PAGE>

            WHEREAS, at the Closing, Fox/Liberty will contribute or cause to be
contributed to the National Sports Partnership a 50% general partnership
interest in PSA Partnership and the Transferred Assets (as hereinafter defined)
and, if and to the extent provided in Section 5.6, all of the partnership
interests in Fox Sports Americas U.S. L.P. (the "Fox/Liberty National
Contribution") in exchange for a 50% general partnership interest in the
National Sports Partnership.

            WHEREAS, Rainbow and Fox/Liberty desire to organize National
Advertising Partners as a general partnership under the laws of the State of New
York (the "National Advertising Partnership") pursuant to a National Advertising
Partnership Agreement substantially in the form of Annex C hereto.

            WHEREAS, Rainbow will contribute or cause to be contributed to the
National Advertising Partnership certain assets of its subsidiary, Rainbow
Advertising Sales Corporation ("Rainbow Advertising") and of PSA Partnership,
relating to the national advertising of the regional sports programming services
in which Rainbow has an ownership interest on the date hereof (other than
Unrestricted Regionals as hereinafter defined), which assets will be set forth
in Schedule 1.2 hereto as provided in Section 5.4 (the "Rainbow Advertising
Assets"), all in exchange for a 50%


                                      -5-
<PAGE>

general partnership interest in the National Advertising Partnership.

            WHEREAS, Fox/Liberty will contribute or cause to be contributed to
the National Advertising Partnership certain assets of its subsidiaries
Liberty/Fox Central Services, LLC and Liberty/Fox Network Programming, LLC and
of PSA Partnership relating to the national advertising of the regional sports
programming services in which Fox/Liberty have an ownership interest on the date
hereof and of Fox Sports Net ("Fox/Liberty Advertising"), which assets will be
set forth in Schedule 1.3 hereto as provided in Section 5.4 (the "Fox/Liberty
Advertising Assets") all in exchange for a 50% general partnership interest in
National Advertising Partnership.

            WHEREAS, the parties hereto desire to enter into certain other
agreements and arrangements on the terms set forth herein.

            NOW, THEREFORE, in consideration of the premises and of the mutual
covenants and undertakings hereinafter set forth, the parties, intending to be
legally bound, hereby agree as follows:

            1. Definitions.

            "Advertising Accepted Liabilities" shall mean the liabilities
expressly noted as such on Schedule 1.1 and Schedule 1.2."


                                      -6-
<PAGE>

            "Affiliate" shall have the meaning assigned thereto in the
Partnership Agreement.

            "Contributed Business" shall mean each of Chicago Partnership,
Pacific Partnership, New England Partnership, Prism Partnership, Florida
Partnership, Ohio Partnership, Cincinnati Partnership, MSG, American Sports LLC,
SportsChannel Ventures and Metro Channel.

            "Control" shall have the meaning assigned thereto in the Partnership
Agreement.

            "Covered Region" shall mean each Fox/Liberty Region, each Rainbow
Region, each New Development Region as to which Section 8.3 has been fully
complied with (whether or not the Option referred to therein has been exercised)
and each other Region which after the date hereof is added to Schedule 1.4 with
the consent of all of the parties hereto.

            "CSC" shall mean Cablevision Systems Corporation, a Delaware
corporation.

            "Daypart" means the periods 11:01 p.m. to 6:00 a.m., 6:01 a.m. to
4:00 p.m.; 4:01 p.m. to 8:00 p.m.; and 8:01 p.m. to 11:00 p.m. in each time zone
in the continental United States (i.e., excluding Alaska).

            "Excluded Liabilities" shall mean all liabilities, actual or
contingent, of PSA Partnership, American Sports LLC, SportsChannel Ventures,
Inc., Fox Sports Americas and Fox Sports Net and of Fox/Liberty or any of its
Affiliates


                                      -7-
<PAGE>

relating to Fox Sports Net, which relate to the business of each such entity
prior to the Closing. Such term shall also mean any liabilities associated with
the Rainbow Advertising Assets and the Fox/Liberty Advertising Assets which
relate to the conduct of business in the period prior to the Closing other than
the Advertising Accepted Liabilities.

            "Fox" and "Fox Inc." means Fox, Inc., a Colorado corporation.

            "Fox/Liberty Region" shall mean the geographic regions within the
United States that are listed in Schedule 1.5.

            "Fox Sports Net" shall mean the business of Fox/Liberty heretofore
conducted under the name "Fox Sports Net" and to be contributed to the National
Sports Partnership as part of the Fox/Liberty National Contribution.

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

            "Governmental Entity" shall mean any federal, state or local
governmental authority, agency, commission, board or court.

            "HSR Act" shall mean the Hart-Scott-Rodino Antitrust Improvements
Act of 1976, as amended.

            "Measurement Period" means the periods January 1 through June 30 and
July 1 through December 31 in each


                                      -8-
<PAGE>

calendar year, or portion thereof following the Closing Date.

            "National Advertising Partnership Agreement" shall mean the
Agreement of General Partnership of the National Advertising Partnership, dated
as of the date of the Closing Date, in the form attached as Annex C hereto.

            "National Sports Affiliation Agreements" shall mean the Affiliation
Agreements executed and delivered pursuant to Section 6.1(vii) hereof.

            "National Sports Partnership Agreement" shall mean the Agreement of
General Partnership of the National Sports Partnership, to be dated as of the
Closing Date, in the form attached hereto as Annex B.

            "National Sports Service" shall mean a national Pay Television
programming service whose programming in any Daypart in a Measurement Period
exceeds 25% sporting events, shows relating to sporting events and other
television programming relating to sports, including, without limitation, sports
news and sports interviews; provided that a programming service shall not be
deemed to be a National Sports Service if it exceeds the foregoing 25% test
solely by virtue of the telecast of up to two (but not more than two)
professional sports events per week in a Daypart so long as there is no other
sports or sports related programming carried in that Daypart.


                                      -9-
<PAGE>

            "New Development Regions" shall mean the following DMAs:
Minneapolis, Minn.; Detroit and Grand Rapids, Michigan; and Green Bay, Appleton
and Milwaukee, Wisconsin.

            "Partnership Agreement" shall mean the Agreement of General
Partnership of Regional Programming Partners, to be dated as of the Closing
Date, in the form attached hereto as Annex A.

            "Pay Television" shall mean 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.

            "Person" shall mean an individual, corporation, limited liability
company, partnership, trust, unincorporated association or other entity.

            "Rainbow" shall mean Rainbow Media Sports Holdings, Inc., a Delaware
corporation.


                                      -10-
<PAGE>

            "Rainbow Region" shall mean the geographic regions listed on
Schedule 1.6 hereto.

            "Region" shall mean a Fox/Liberty Region, a New Development Region
or a Rainbow Region.

            "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/Liberty or Rainbow (or
their respective Affiliates), or both, has an ownership interest on the date
hereof, or acquires an ownership interest after the date hereof in full
compliance with Section 8.3 (whether or not the Option referred to therein has
been exercised).

            "Regional Affiliation Agreements" shall mean the Affiliation
Agreements executed and delivered pursuant to Section 6.1(viii).

            "Restriction Date" of a partnership is the day on which Rainbow or
Fox/Liberty (or their respective Affiliates) ceases to be a partner in that
partnership.

            "Transaction Documents" shall mean this Agreement and each other
agreement and document listed on Schedule 1.7 hereto.

            "Transferred Assets" shall mean all of the assets pertaining to or
used in the business of Fox Sports Net or owned by Fox Sports Net, which assets
will include each of the agreements set forth in Schedule 1.8A hereto and all of


                                      -11-
<PAGE>

the assets to be included in Schedule 1.8B as provided in Section 5.5 and, if
and to the extent provided in Section 5.6, the assets of Fox Sports Americas.

            "Transferred Entity Interests" shall mean the direct or indirect
ownership interests in each of the Contributed Businesses, other than American
Sports LLC and SportsChannel Ventures, being transferred to the Partnership by
Rainbow hereunder.

            "Unrestricted Date" in respect of any Regional which is an
Unrestricted Regional on the date of this Agreement is the date on which such
Regional ceases to be an Unrestricted Regional.

            "Unrestricted Regional" shall mean MSG, Florida Partnership, New
England Partnership, the Sunshine Network, Fox Sports South and Home Team
Sports, in each case, for so long as one or more current partners, stockholders
or members (or persons currently holding an option or right to become a partner,
stockholder or member) that are not Affiliates of Rainbow or Fox/Liberty remain
as partners, stockholders or members (or become a partner, stockholder or
member).

            The following terms, which are defined elsewhere in this Agreement,
shall have the meanings assigned to such terms in the Sections noted below:


                                      -12-
<PAGE>

           Term                                             Section
           ----                                             -------

"American Sports LLC"                                       Preamble
"Acquiror"                                                  8.6
"Basket"                                                    9(a)
"Chicago Partnership"                                       Preamble
"Cincinnati Partnership"                                    Preamble
"Closing"                                                   2.2
"Closing Date"                                              2.2
"Code"                                                      3.1.10
"Covered Interest"                                          8.2
"Current MSG Agreement"                                     8.10(c)
"Designee"                                                  8.3(e)
"Employing Partnership"                                     8.8(a)
"Employment Period"                                         8.8(a)
"ERISA"                                                     3.1.10
"ERISA Affiliate"                                           3.1.10
"Financial Statements"                                      3.1.6
"Florida Partnership"                                       Preamble
"Fox/Liberty"                                               Preamble
"Fox/Liberty Advertising"                                   Preamble
"Fox/Liberty Advertising Assets"                            Preamble
"Fox/Liberty Basket"                                        9(b)
"Fox/Liberty ERISA Affiliate"                               4.1.10
"Fox/Liberty Indemnified Liability"                         9(a)
"Fox/Liberty Interests"                                     2.1
"Fox/Liberty Material Contracts"                            4.1.8
"Fox/Liberty National Advertising Interest"                 2.1
"Fox/Liberty National Contribution"                         Preamble
"Fox/Liberty National Sports Interest"                      2.1
"Fox/Liberty Partnership Contribution"                      Preamble
"Fox/Liberty Partnership Interest"                          2.1
"Fox/Liberty Pension Plan"                                  4.1.10
"Fox/Liberty Plans"                                         4.1.10
"Fox Sports Americas"                                       5.6
"Fox Sports Net ERISA Affiliate"                            4.1.10
"Indemnified Liability"                                     9(a)
"Indemnified Parties"                                       9(a)/9(b)
"Indemnifying Party"                                        9(c)
"Interests"                                                 2.1
"Liability Limit"                                           9(a)
"Material Contract"                                         3.1.8
"Metro Channel"                                             Preamble
"MSG"                                                       Preamble
"National Advertising Partnership"                          Preamble
"National Sports Partnership"                               Preamble
"New Development Entity"                                    8.3(b)
"New Development Interest"                                  8.3(a)
"New Development Party"                                     8.3(a)
"New England Partnership"                                   Preamble
"Offeree"                                                   8.3(a)
"Ohio Partnership"                                          Preamble


                                      -13-
<PAGE>

           Term                                             Section
           ----                                             -------

"Option"                                                    8.3(b)
"Option Closing"                                            8.3(c)
"Option Exercise Notice"                                    8.3(b)
"Option Period"                                             8.3(b)
"Pacific Partnership"                                       Preamble
"Partnership"                                               Preamble
"Pension Plan"                                              3.1.10
"Plans"                                                     3.1.10
"Prism Partnership"                                         Preamble
"Programming Rights"                                        8.2
"Prohibitory Action"                                        8.3(c)
"PSA Partnership"                                           Preamble
"Rainbow"                                                   Preamble
"Rainbow Advertising"                                       Preamble
"Rainbow Advertising Assets"                                Preamble
"Rainbow Indemnified Liability"                             9(b)
"Rainbow Interests"                                         2.1
"Rainbow National Advertising Interest"                     2.1
"Rainbow National Contribution"                             Preamble
"Rainbow National Sports Interest"                          2.1
"Rainbow Partnership Interest"                              2.1
"Regional Nonsports Interest"                               8.4
"Regional Nonsports Programming"                            8.4
"RGC"                                                       Preamble
"SCNY"                                                      8.10(d)
"Securities Act"                                            3.1.15
"Seller"                                                    8.13
"SportsChannel Ventures"                                    Preamble
"Third Party"                                               8.3(b)
"Transferred Employees"                                     8.8(a)
"Transferring Party"                                        14

            2. Formation.

            2.1 Contributions and Partnership Formation. On the terms and
subject to the conditions hereinafter set forth, at the Closing, (a) in exchange
for the contribution of the Transferred Entity Interests, Rainbow shall receive
a 60% general partnership interest in the Partnership (the "Rainbow Partnership
Interest"); (b) in exchange for the Rainbow National Contribution, Rainbow shall
receive a 50% general partnership interest in the National Sports


                                      -14-
<PAGE>

Partnership (the "Rainbow National Sports Interest"), (c) in exchange for the
Rainbow Advertising Assets, Rainbow shall receive a 50% general partnership
interest in the National Advertising Partnership (the "Rainbow National
Advertising Interest" and, together with the Rainbow Partnership Interest and
the Rainbow National Sports Interest, the "Rainbow Interests") (d) in exchange
for the Fox/Liberty Partnership Contribution, Fox/Liberty shall receive a 40%
general partnership interest in the Partnership (the "Fox/Liberty Partnership
Interest"), (e) in exchange for the Fox/Liberty National Contribution,
Fox/Liberty shall receive a 50% general partnership interest in the National
Sports Partnership (the "Fox/Liberty National Sports Interest") and (f) in
exchange for the Fox/Liberty Advertising Assets, Fox/Liberty shall receive a 50%
general partnership interest in the National Advertising Partnership (the
"Fox/Liberty National Advertising Interest" and, together with the Fox/Liberty
Partnership Interest and the Fox/Liberty National Sports Interest, the
"Fox/Liberty Interests").

            2.2 Closing and Method of Payment. The closing ("Closing") of the
formation of the Partnership, the National Sports Partnership and the National
Advertising Partnership, the issuance of the Interests, and the execution and
delivery of the Transaction Documents (other than this Agreement) shall take
place on the later of (a) the fifth business day following the satisfaction of
the


                                      -15-
<PAGE>

conditions in Sections 6 and 7 (other than those which can only be satisfied at
the Closing) or (b) the 60th day after the date of this Agreement (the "Closing
Date"), at the offices of Sullivan & Cromwell at 125 Broad Street, New York, New
York. At the Closing, Rainbow shall deliver or cause to be delivered the
documents provided in Section 7.1 hereof, and Fox/Liberty shall deliver or cause
to be delivered the documents and the payment provided in Section 7.2 hereof.

            3. Representations and Warranties of Rainbow.

            Rainbow represents and warrants to Fox/Liberty as follows:

                  3.1.1 Organization and Standing. Each of Rainbow,
      SportsChannel Ventures and RGC is each a corporation duly organized and
      validly existing in good standing under the laws of its state of
      incorporation, and each has full corporate power and authority to carry on
      its business as it is now being conducted and to own and operate its
      assets and properties and, in the case of Rainbow, to execute, deliver and
      perform its obligations under this Agreement and the other Transaction
      Documents to which it is a party. Each Contributed Business that is a
      general or limited partnership is a partnership duly organized and
      existing under the laws of the state under which it is organized and has
      full partnership power and authority


                                      -16-
<PAGE>

      to carry on its business as it is now being conducted and to own and
      operate its assets and properties. Each Contributed Business that is a
      limited liability company is a limited liability company duly organized
      and validly existing as a limited liability company under the laws of the
      state of its organization and has full limited liability company power and
      authority to carry on its business as it is now being conducted and to
      maintain and operate assets and properties.

                  3.1.2 Authorization and Enforceability. The execution,
      delivery and performance by Rainbow of this Agreement and the execution,
      delivery and performance by Rainbow and each of its Affiliates of the
      Transaction Documents to which each of them is a party, the sale,
      conveyance, transfer and contribution by Rainbow to the Partnership of the
      Transferred Entity Interests, the sale, conveyance, transfer and
      contribution by Rainbow to the National Sports Partnership of the Rainbow
      National Contribution and the sale, conveyance, transfer and contribution
      by Rainbow to the National Advertising Partnership of the Rainbow
      Advertising Assets, have been duly authorized and approved by all
      necessary action as required by applicable law and its Certificate of
      Incorporation and By-Laws. This Agreement constitutes, and when executed
      and delivered, the Transaction Documents will


                                      -17-
<PAGE>

      constitute, valid and binding agreements of Rainbow and each of its
      Affiliates that is a party thereto, enforceable against it in accordance
      with its terms.

                  3.1.3 Absence of Restrictions. As of the Closing, the
      execution and delivery by Rainbow of this Agreement and the execution,
      delivery and performance by Rainbow and each of its Affiliates of the
      other Transaction Documents to which it or any such Affiliate is a party
      do not, and the consummation by it or any such Affiliate of the
      transactions contemplated hereby and thereby and the performance by it or
      any such Affiliate of its or such Affiliate's obligations hereunder and
      thereunder will not, violate any provision of its or such Affiliate's
      certificate of incorporation and by-laws, or comparable instruments in the
      case of noncorporate entities, or, except as set forth in Schedule 3.1.3,
      conflict with or result in a violation of or default (with or without
      notice or lapse of time or both) under any loan or credit agreement, note,
      bond, mortgage, indenture, lease or other agreement or any instrument,
      permit, concession, franchise or license to which it or any of its
      Affiliates is a party or otherwise bound, or any judg ment, order or
      decree binding upon it or any such Affiliate, other than any such
      conflicts, violations or defaults which individually or in the aggregate
      will


                                      -18-
<PAGE>

      not have a material adverse effect on the financial condition of the
      Partnership and the Contributed Businesses, taken as a whole, of the
      National Sports Partnership or of the National Advertising Partnership, or
      on the ability of Rainbow and its Affiliates to perform their respective
      obligations hereunder or thereunder or that have been waived; will not
      result (upon notice, with the lapse of time or otherwise) in the creation,
      imposition or right to exercise or foreclosure of a lien, charge, security
      interest, option, equity, claim or other encumbrance of any nature
      whatsoever upon the assets of the Partnership or any Contributed
      Businesses, of the National Sports Partnership or of the National
      Advertising Partnership, which will have a material adverse effect upon
      the financial condition of the Partnership and the Contributed Businesses,
      taken as a whole, of the National Sports Partnership or of the National
      Advertising Partnership, and will not conflict with, or result in any
      material violation of, any ordinance, statute, law, rule or regulation
      applicable to any of Rainbow or any of its Affiliates, any of the
      Contributed Businesses, the National Sports Partnership or the National
      Advertising Partnership, or by which any of them or their respective
      properties, assets or business may be bound or affected, which violation
      will


                                      -19-
<PAGE>

      have a material adverse effect upon the financial condition of the
      Partnership and the Contributed Businesses, taken as a whole, of National
      Sports Partnership or of the National Advertising Partnership. Except as
      provided in Schedule 3.1.3 no consent, approval, order or authorization
      of, or registration, declaration or filing with, any Governmental Entity,
      is necessary for the execution, delivery and performance by Rainbow of
      this Agreement or by Rainbow or any of its Affiliates of the Transaction
      Documents to which any of them is a party or the consummation by any of
      them of the transactions contemplated hereby or thereby. Rainbow, its
      Affiliates and the Contributed Businesses are each in compliance with all
      applicable laws, regulations, rules and orders of Governmental Entities,
      non-compliance with which would have a material adverse effect on the
      financial condition of the Partnership and the Contributed Businesses,
      taken as a whole, of the National Sports Partnership or of the National
      Advertising Partnership, or on the ability of each of Rainbow and its
      Affiliates to perform its obligations hereunder or under the Transaction
      Documents to which it is a party.

                  3.1.4 Arrangements Concerning Interests Transferred. Except as
      expressly provided herein, in Schedule 3.1.4 and in the partnership
      agreement or


                                      -20-
<PAGE>

      limited liability company agreement of any Contributed Business, there are
      no outstanding or authorized options, warrants, calls, subscriptions, or
      other rights, commitments, contracts, arrangements, or understandings
      (whether oral or written) to grant, sell, issue or deliver any interest of
      Rainbow's or its Affiliates' in the Partnership, any Contributed Business,
      PSA Partnership, the National Sports Partnership or the National
      Advertising Partnership or any portion thereof, nor are there voting
      trusts or other written arrangements, agreements or understandings with
      respect to the ownership, transfer or voting of the interests in the
      Partnership, any Contributed Business, PSA Partnership, the National
      Sports Partnership or the National Advertising Partnership, or any portion
      thereof.

                  3.1.5 Ownership and Title. Except as provided in Schedule
      3.1.5, as of the Closing (i) the Partnership will own the Transferred
      Entity Interests, (ii) the National Sports Partnership will own the
      Rainbow National Contribution, and (iii) the National Advertising
      Partnership will own the Rainbow Advertising Assets in each case subject
      to no lien, charge, pledge or other encumbrance whatsoever other than any
      created by Fox/Liberty or its Affiliates. Schedule 1.2, when delivered
      pursuant to Section 5.4,


                                      -21-
<PAGE>

      shall set forth a list of all of the material assets of Rainbow
      Advertising relating exclusively to the national advertising of the
      regional sports programming services in which Rainbow has an interest on
      the date hereof. Schedule 1.2B sets forth a list of all of the material
      assets of American Sports LLC as of the date hereof.

                  3.1.6 Financial Statements. Except as otherwise may be
      disclosed in the notes thereto, the financial statements of the
      Contributed Businesses (other than MSG and Florida Partnership) included
      in Schedule 3.1.6 (the "Financial Statements") have been prepared in
      accordance with GAAP applied on a consistent basis for the periods
      presented therein, and fairly present in all material respects the
      financial position, results of operations, cash flows and changes in
      partners' capital or members' equity of the Contributed Businesses as of
      the dates and for the periods presented therein (subject, in the case of
      interim financial statements, to normal year-end adjustments). The
      Contributed Businesses do not have any off balance sheet financing.

                  3.1.7 Ownership of and Title to Assets of the Contributed
      Businesses. Except as set forth in Schedule 3.1.7 hereto and excluding any
      contract granting a counterparty a security interest in any


                                      -22-
<PAGE>

      license agreement or physical materials that are the subject of such
      contract, the assets of the Contributed Businesses, the Rainbow National
      Contribution and the Rainbow Advertising Assets are not subject to any
      lien, charge, pledge or other encumbrance, except liens, charges, pledges
      or other encumbrances which do not have a material adverse effect on the
      financial condition of the Partnership and the Contributed Businesses,
      taken as a whole, of the National Sports Partnership and of the National
      Advertising Partnership.

                  3.1.8 Compliance with Applicable Laws and Material Contracts.
      Each of Rainbow, its Affiliates and each Contributed Business 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 financial
      condition of the Partnership and the Contributed Businesses, taken as a
      whole, of the National Sports Partnership or of the National Advertising
      Partnership, or upon the assets, liabilities or businesses of the
      Partnership and the Contributed Businesses, taken as a whole, of the
      National Sports Partnership or of the National Advertising Partnership.
      Each of Rainbow, its Affiliates and Contributed Business has all requisite


                                      -23-
<PAGE>

      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 financial condition of the Partnership and the Contributed
      Businesses, taken as a whole, of the National Sports Partnership and of
      the National Advertising Partnership. Except as set forth in Schedule
      3.1.8 hereto, none of Rainbow, its Affiliates or the Contributed
      Businesses is bound by any order, injunction or decree of any court,
      governmental department, commission, board, agency or instrumentality
      which would prevent any of the Contributed Businesses or Rainbow
      Advertising 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 financial condition of the Partnership and
      the


                                      -24-
<PAGE>

      Contributed Businesses, taken as a whole, of the National Sports
      Partnership or of the National Advertising Partnership. Any and all
      reports and forms required to be filed with any Governmental Entity by
      Rainbow, its Affiliates or any Contributed Business 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 Partnership and the Contributed
      Businesses, taken as a whole, on the National Sports Partnership or on the
      National Advertising Partnership.

                  Schedule 3.1.8 lists each contract to which any of Rainbow,
      its Affiliates, Rainbow Advertising (insofar as the Rainbow Advertising
      Assets are concerned) or any Contributed Business is a party and which (a)
      currently obligates any Contributed Business or Rainbow Advertising
      (insofar as the Rainbow Advertising Assets are concerned) to pay an amount
      in excess of $1 million in the aggregate over a 12 month period; or (b)
      limits or restricts the right of any Contributed Business or Rainbow
      Advertising (insofar as the Rainbow Advertising Assets are concerned) to
      compete in any geographical area in any material manner (each of which
      shall be deemed to be a "Material Contract"). Each Material Contract is a
      valid and binding agreement; the relevant Contributed Business or


                                      -25-
<PAGE>

      Rainbow Advertising has duly performed in all material respects its
      obligations thereunder to the extent that such obligations to perform have
      accrued; and except as set forth on Schedule 3.1.8 no material breach or
      default or event that would (with the passage of time, notice or both)
      constitute a material breach or default thereunder by the relevant
      Contributed Business or Rainbow Advertising or, to the best knowledge of
      Rainbow, any other party or obligor with respect thereto, has occurred or
      as a result of the execution of this Agreement or consummation of the
      transactions contemplated hereby will occur. The transactions contemplated
      by this Agreement and the Transaction Documents will not terminate or give
      any Person the right to terminate any of the Material Contracts.

                  3.1.9 Taxes and Reports. Each Contributed Business and Rainbow
      Advertising has filed in a proper and timely (including permitted
      extensions) manner all Federal tax returns and all state and local tax
      returns which are required to be filed by it or on its behalf and has paid
      all taxes, interest, penalties, assessments and deficiencies attributable
      to it which have become due. Except as provided for in the Financial
      Statements or as otherwise disclosed in Schedule 3.1.9 hereto, there are
      no pending, or to the best knowledge of Rainbow, threatened,
      investigations, audits,


                                      -26-
<PAGE>

      deficiencies or assessments attributable to or relating to the assessment
      or collection of taxes of a Contributed Business or Rainbow Advertising.
      To the best knowledge of Rainbow, there are no outstanding agreements or
      waivers extending the statutory period of limitations applicable to any
      Federal, state or local tax return of any Contributed Business or Rainbow
      Advertising for any period. Except as set forth on Schedule 3.1.9, no
      Contributed Business or Rainbow Advertising is a party to any action or
      proceeding by any Governmental Entity for the assessment or collection of
      taxes which have been asserted against it. Each Contributed Business and
      Rainbow Advertising has properly and timely (including permitted
      extensions) filed all other reports and returns required by any
      Governmental Entity where the failure to have filed any such report or
      return could adversely affect the ability of the Partnership, any
      Contributed Businesses, the National Sports Partnership or the National
      Advertising Partnership to conduct its business in the usual and ordinary
      course.

                  3.1.10 Benefit Plans. All "employee benefit plans", within the
      meaning of Section 3(3) of the Employment Retirement Income Security Act
      of 1974, as amended ("ERISA"), covering employees or former employees of
      any Contributed Business or Rainbow


                                      -27-
<PAGE>

      Advertising (the "Plans"), to the extent subject to ERISA, are in
      substantial compliance with ERISA. Each Plan which is an "employee pension
      benefit plan", within the meaning of Section 3(2) of ERISA ("Pension
      Plan") and which is intended to be qualified under Section 401(a) of the
      Internal Revenue Code of 1986, as amended (the "Code"), has received a
      favorable determination letter from the Internal Revenue Service.

                  No liability under Subtitle C or D of Title IV of ERISA has
      been or is expected to be incurred by any Contributed Business or Rainbow
      Advertising with respect to any "single-employer plan", within the meaning
      of Section 4001(a)(15) of ERISA, currently or formerly maintained by it or
      the single-employer plan of any entity which is considered one employer
      with such Contributed Entity or Rainbow Advertising under Section 4001 of
      ERISA (an "ERISA Affiliate"). No Contributed Business or Rainbow
      Advertising has incurred and none expects to incur any withdrawal
      liability with respect to a multiemployer plan under Subtitle E of Title
      IV of ERISA (regardless of whether based on contributions of an ERISA
      Affiliate). No notice of a "reportable event", within the meaning of
      Section 4043 of ERISA for which the 30-day reporting requirement has not
      been waived, has been required to be filed for any Pension Plan.


                                      -28-
<PAGE>

                  No Pension Plan has an "accumulated funding deficiency"
      (whether or not waived) within the meaning of Section 412 of the Code or
      Section 302 of ERISA.

                  Under each Pension Plan as of the last day of the most recent
      plan year ended prior to the date hereof, the actuarially determined
      present value of all "benefit liabilities", within the meaning of Section
      4001(a)(16) of ERISA (as determined on the basis of the actuarial
      assumptions contained in the Plan's most recent actuarial valuation), did
      not exceed the then current value of the assets of such Plan, and there
      has been no material adverse change in the financial condition of such
      Plan since the last day of the most recent year.

                  3.1.11 Absence of Insolvency Proceedings. As of the date
      hereof there is no bankruptcy, reorganization or insolvency proceeding of
      any character, voluntary or involuntary, relating to Rainbow, any of its
      Affiliates, any Contributed Business or Rainbow Advertising or, to the
      best knowledge of Rainbow, affecting any partner in a Contributed Business
      which is pending or, to the best knowledge of Rainbow, threatened. None of
      Rainbow, any of its Affiliates, any Contributed Business or Rainbow
      Advertising has made any assignment for the benefit of creditors or taken
      any action with a view to, or which


                                      -29-
<PAGE>

      would constitute a basis for, the institution of a bankruptcy,
      reorganization or insolvency proceeding.

                  3.1.12 [Reserved]

                  3.1.13 Litigation. Except as set forth in Schedule 3.1.13,
      there is no action, suit, litigation, proceeding or investigation by or
      before any Governmental Entity pending or, to the best knowledge of
      Rainbow, threatened, against or relating to Rainbow, any of its Affiliates
      or any Contributed Business which, in each case, is reasonably likely to
      have a material adverse effect on the financial condition of the
      Partnership and the Contributed Businesses, taken as a whole, of the
      National Sports Partnership or of the National Advertising Partnership, or
      which in any manner challenges or seeks injunctive or other non-monetary
      relief or seeks to prevent, enjoin, alter or delay any transaction
      contemplated hereby or by any of the Transaction Documents.

                  3.1.14 No Material Adverse Change. Except as provided in
      Schedule 3.1.14, there has been no material adverse change in the business
      or financial condition of any of the Contributed Businesses or Rainbow
      Advertising (insofar as the Rainbow Advertising Assets are concerned)
      since the latest dates for which information is set forth in Financial
      Statements and on or prior to the date of this Agreement.


                                      -30-
<PAGE>

                  3.1.15 Purchase for Own Account, Etc. Rainbow acknowledges
      that the Rainbow Interests acquired pursuant to this Agreement are being
      acquired without registration under the Securities Act of 1933, as amended
      ("Securities Act"), or under similar provisions of state law and
      represents and warrants to Fox/Liberty, the Partnership, the National
      Sports Partnership and the National Advertising Partnership that it is
      acquiring the Rainbow Interests for its own account, for investment and
      with no view to the distribution thereof, and agrees not to transfer or
      attempt to transfer any of the Rainbow Interests in the absence of
      registration under the Securities Act and any applicable state securities
      laws or an available exemption from such registration.

            3.2 Survival of Representations and Warranties. The representations
of Rainbow set forth in this Agreement shall survive the Closing for a period of
six months, except that the representations and warranties in the first sentence
of Section 3.1.5 shall survive indefinitely; the representations and warranties
in Section 3.1.9 shall survive until the expiration of the relevant statute of
limitations; and the representations and warranties in Section 3.1.6 shall
survive until one year after the date of this Agreement. The certifications
required by Section 7.1.1 shall not survive the Closing except to the


                                      -31-
<PAGE>

extent such certifications relate to representations and warranties that
expressly survive the Closing pursuant to the first sentence of this Section 3.2
and as to such certifications, the same shall survive the Closing for so long as
the related representation and warranty survives the Closing. Each
representation and warranty of Rainbow in this Article 3 is made on the
assumption that there are no facts or circumstances particularly applicable to
Fox/Liberty or any of its Affiliates that is not an Affiliate of Rainbow and
that no action (other than actions contemplated by the Agreement) has been taken
by Fox/Liberty or any of its Affiliates that is not an Affiliate of Rainbow that
would make such representation or warranty untrue.

            3.3 Florida Partnership Matters. The parties recognize and
acknowledge that neither Rainbow nor any of its Affiliates is the managing
partner of Florida Partnership and to the extent that any of the representations
or warranties in Section 3.1 related to Florida Partnership Rainbow is making
such representation and warranty solely on the basis of its knowledge without
investigation or inquiry.

            4. Representations and Warranties of Fox/Liberty.

            Fox/Liberty represents and warrants to Rainbow as

follows:


                                      -32-
<PAGE>

                  4.1.1 Organization and Standing. Each of Fox/Liberty and Fox
      Sports Americas is duly organized and validly existing in good standing
      under the laws of its jurisdiction of organization and has full limited
      liability company or limited partnership power and authority to carry on
      its business as it is now being conducted and to own and operate its
      assets and properties and, in the case of Fox/Liberty to execute, deliver
      and perform its obligations under this Agreement and the other Transaction
      Documents to which it is a party.

                  4.1.2 Authorization and Enforceability. The execution,
      delivery and performance of this Agreement and the Transaction Documents
      to which it is a party by Fox/Liberty and each of its Affiliates, the
      sale, conveyance, transfer and contribution to the Partnership of the
      Fox/Liberty Partnership Contribution, the sale, conveyance and transfer by
      Fox/Liberty to the National Sports Partnership of the Fox/Liberty National
      Contribution and the sale, conveyance, transfer and contribution by
      Fox/Liberty to National Advertising Partnership of the Fox/Liberty
      Advertising Assets, have been duly authorized and approved by all
      necessary action as required by applicable law and the respective
      certificates of incorporation and by-laws (or comparable organization


                                      -33-
<PAGE>

      documents of noncorporate entities) of Fox/Liberty and such Affiliates.
      This Agreement constitutes, and when executed and delivered the
      Transaction Documents will constitute valid and binding agreements of
      Fox/Liberty and each of its Affiliates that is a party thereto,
      enforceable against it, in accordance with its terms.

                  4.1.3 Absence of Restrictions. As of the Closing, the
      execution and delivery by Fox/Liberty of this Agreement and the execution,
      delivery and performance by Fox/Liberty and each of its Affiliates of the
      other Transaction Documents to which it is a party do not, and the
      consummation by it or any such Affiliate of the transactions contemplated
      hereby and thereby and the performance by it or any such Affiliate of its
      or such Affiliates' obligations hereunder and thereunder will not, violate
      any provision of its certificate of incorporation or by-laws (or
      comparable instruments in the case of noncorporate entities), or conflict
      with or result in a violation of or default (with or without notice or
      lapse of time or both) under any material loan or credit agreement, note,
      bond, mortgage, indenture, lease or other agreement or any instrument,
      permit, concession, franchise or license to which it or any of such
      Affiliates is a party or otherwise bound, or any judgment, order or decree
      binding upon it or any such Affiliate, other than any


                                      -34-
<PAGE>

      such conflicts, violations or defaults which individually or in the
      aggregate will not have a material adverse effect on the assets or
      businesses included in the Fox/Liberty National Contribution, or on the
      financial condition of the Partnership and the Contributed Businesses,
      taken as a whole, of Fox Sports Net, of the National Sports Partnership or
      of the National Advertising Partnership or on the ability of Fox/Liberty
      and its Affiliates to perform their respective obligations hereunder or
      thereunder or that have been waived; will not result (upon notice, with
      the lapse of time or otherwise) in the creation, imposition or right to
      exercise or foreclosure of a lien, charge, security interest, option,
      equity, claim or other encumbrance of any nature whatsoever upon the
      assets included in the Fox/Liberty National Contribution, or the assets of
      the Partnership or any Contributed Businesses, of Fox Sports Net, of the
      National Sports Partnership or of the National Advertising Partnership,
      which will have a material adverse effect upon the assets or businesses
      included in the Fox/Liberty National Contribution or the financial
      condition of the Partnership and the Contributed Businesses, taken as a
      whole, of the National Sports Partnership or of the National Advertising
      Partnership and will not conflict with, or


                                      -35-
<PAGE>

      result in any material violation of, any ordinance, statute, law, rule or
      regulation applicable to Fox/Liberty, or any of its Affiliates, Fox Sports
      Net, the National Sports Partnership or the National Advertising
      Partnership or by which any of them or their respective properties, assets
      or businesses may be bound or affected, which violation will have a
      material adverse effect upon the assets or businesses included in the
      Fox/Liberty National Contribution or on the financial condition of the
      Partnership and the Contributed Businesses, taken as a whole, of Fox
      Sports Net, of the National Sports Partnership or of the National
      Advertising Partnership. No consent, approval, order or authorization of,
      or registration, declaration or filing with, any Governmental Entity is
      necessary for the execution, delivery and performance by Fox/Liberty or
      any of its Affiliates of this Agreement or the Transaction Documents to
      which any of them is a party or the consummation by any of them of the
      transactions contemplated hereby and thereby. Each of Fox/Liberty, its
      Affiliates and Fox Sports Net are in compliance with all applicable laws,
      regulations, rules and orders of Governmental Entities, non-compliance
      with which would have a material adverse effect on the Fox/Liberty
      National Contribution or the financial condition of the Partnership and
      the


                                      -36-
<PAGE>

      Contributed Businesses, taken as a whole, of Fox Sports Net, of the
      National Sports Partnership, or of the National Advertising Partnership or
      on the ability of each of Fox/Liberty and each of its Affiliates to
      perform its obligations hereunder or under the Transaction Documents to
      which it is a party.

                  4.1.4 Arrangements Concerning Assets Transferred. Except as
      expressly provided herein or in Schedule 4.1.4, there are no outstanding
      or authorized options, warrants, calls, subscriptions, or other rights,
      commitments, contracts, arrangements, or understandings (whether oral or
      written) to grant, sell, issue or deliver any interest of Fox/Liberty's or
      its Affiliates' in the Partnership, any Contributed Business, PSA
      Partnership, the National Sports Partnership, the National Advertising
      Partnership, Fox Sports Net or the Fox/Liberty National Contribution or
      any portion thereof, nor are there voting trusts or other written
      arrangements, agreements or understandings with respect to Fox/Liberty's
      or its Affiliates' ownership, transfer or voting of the interests in the
      Partnership, any Contributed Business, PSA Partnership, the National
      Sports Partnership, the National Advertising Partnership, the Fox/Liberty
      National Contribution or Fox Sports Net or any portion thereof.


                                      -37-
<PAGE>

                  4.1.5 Ownership and Title. Except as provided in Schedule
      4.1.5, as of the Closing (i) the National Sports Partnership will own the
      Fox/Liberty National Contribution and (ii) the National Advertising
      Partnership will own the Fox/Liberty Advertising Assets, in each case
      subject to no lien, charge, pledge, or other encumbrance whatsoever other
      than any created by Rainbow or any of its Affiliates. Schedule 1.3, when
      delivered pursuant to Section 5.4, shall set forth a list of all of the
      material assets of Fox/Liberty Advertising relating to the national
      advertising of each of the regional sports programming services in which
      any of Fox/Liberty and its Affiliates has an ownership interest on the
      date hereof and of Fox Sports Net. Schedule 1.8A sets forth a list of all
      of the programming contracts and all material nonprogramming contracts
      pertaining to or used in the business of Fox Sports Net or owned by Fox
      Sports Net on the date hereof included in the Transferred Assets and each
      of which is included in the Transferred Assets. The maximum annual rights
      fees payable under each of the programming contracts listed on Schedule
      1.8A do not exceed the amounts specified in Schedule 1.8A. Schedule 1.8B,
      when delivered as provided in Section 5.5 will include all of the other
      assets used in the business of Fox Sports Net. The assets listed


                                      -38-
<PAGE>

      on Schedule 1.8A and Schedule 1.8B are sufficient to run the business of
      Fox Sports Net as it has been operated in the past and as it is now being
      operated and the Business Plan attached as Annex B to the National Sports
      Partnership Agreement reflects such assets. Schedule 1.8B will not include
      any assets not heretofore used in the business of Fox Sports Net.

                  4.1.6 [Reserved]

                  4.1.7 Ownership and Title. Except as set forth in Schedule
      4.1.7 hereto and excluding any contract granting a counterparty a security
      interest in any license agreement or physical materials that are the
      subject of such contract, the assets included in the Fox/Liberty National
      Contribution and the Fox/Liberty Advertising Assets are not subject to any
      lien, charge, pledge or other encumbrance, except liens, charges, pledges
      or other encumbrances which do not have a material adverse effect on the
      assets or businesses included in the Fox/Liberty National Contribution or
      on the financial condition of the National Sports Partnership or the
      National Advertising Partnership.

                  4.1.8 Compliance with Applicable Laws and Material Contracts.
      Each of Fox/Liberty, its Affiliates and Fox Sports Net is in conformity in
      all material respects with all applicable governmental or


                                      -39-
<PAGE>

      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 assets or businesses included in the Fox/Liberty National
      Contribution or on the financial condition of the Partnership and the
      Contributed Businesses, taken as a whole, Fox Sports Net, the National
      Sports Partnership or the National Advertising Partnership or upon the
      assets, liabilities or businesses of the Partnership and the Contributed
      Businesses, taken as a whole, Fox Sports Net, the Fox/Liberty National
      Contribution, the National Sports Partnership or the National Advertising
      Partnership. Each of Fox/Liberty and its Affiliates and Fox Sports Net 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 assets or businesses included in the
      Fox/Liberty National Contribution, or on the financial condition of the
      Partnership and the Contributed Businesses, taken as a whole, of Fox
      Sports


                                      -40-
<PAGE>

      Net, of the National Sports Partnership or of the National Advertising
      Partnership. Except as set forth in Schedule 4.1.8 hereto none of
      Fox/Liberty, its Affiliates and Fox Sports Net is bound by any order,
      injunction or decree of any court, governmental department, commission,
      board, agency or instrumentality which would prevent Fox Sports Net, any
      of the Contributed Businesses, the National Sports Partnership or
      Fox/Liberty Advertising from conducting its business in substantially the
      same manner as such business has heretofore been conducted, or from
      operating and leasing its material 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 assets or
      businesses included in the Fox/Liberty National Contribution or on the
      financial condition of the Partnership and the Contributed Businesses,
      taken as a whole, of Fox Sports Net, of the National Sports Partnership or
      of the National Advertising Partnership. Any and all reports and forms
      required to be filed with any Governmental Entity by Fox/Liberty and its
      Affiliates or Fox Sports Net 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


                                      -41-
<PAGE>

      the assets or businesses included in the Fox/Liberty National Contribution
      or on the Partnership and the Contributed Businesses, taken as a whole,
      Fox Sports Net, the National Sports Partnership or the National
      Advertising Partnership.

                  Schedule 4.1.8 lists each contract to which Fox/Liberty or any
      of its Affiliates, Fox/Liberty Advertising (insofar as the Fox/Liberty
      Advertising Assets are concerned), or Fox Sports Net, is a party and which
      (a) currently obligates Fox/Liberty (insofar as the assets and businesses
      included in the Fox/Liberty National Sports Contribution are concerned),
      Fox Sports Net or Fox/Liberty Advertising (insofar as the Fox/Liberty
      Advertising Assets are concerned) to pay an amount in excess of $1 million
      in the aggregate over a 12 month period or (b) limits or restricts the
      right of Fox/Liberty (insofar as the assets and businesses included in the
      Fox/Liberty National Sports Contribution are concerned), Fox Sports Net or
      Fox/Liberty Advertising (insofar as the Fox/Liberty Advertising Assets are
      concerned) to compete in any geographical area in any material manner
      (each of which shall be deemed to be a "Fox/Liberty Material Contract").
      Each Fox/Liberty Material Contract is a valid and binding agreement; each
      of Fox/Liberty, Fox Sports Net or Fox/Liberty Advertising


                                      -42-
<PAGE>

      has duly performed in all material respects its obligations thereunder to
      the extent that such obligations to perform have accrued; and except as
      set forth on Schedule 4.1.8 no material breach or default or event that
      would (with the passage of time, notice or both) constitute a material
      breach or default thereunder by Fox/Liberty, Fox Sports Net, Fox/Liberty
      Advertising or, to the best knowledge of Fox/Liberty, any other party or
      obligor with respect thereto, has occurred or as a result of the execution
      of this Agreement or consummation of the transactions contemplated hereby
      will occur. The transactions contemplated by this Agreement and the
      Transaction Documents will not terminate or give any Person the right to
      terminate any of the Fox/Liberty Material Contracts.

                  4.1.9 Taxes and Reports. Fox/Liberty, (insofar as the assets
      and businesses included in the Fox/Liberty National Contribution are
      concerned) Fox Sports Net and Fox/Liberty Advertising have filed in a
      proper and timely (including permitted extensions) manner all Federal tax
      returns and all state and local tax returns which are required to be filed
      by it or on its behalf and has paid all taxes, interest, penalties,
      assessments and deficiencies attributable to it which have become due.
      Except as disclosed in Schedule 4.1.9


                                      -43-
<PAGE>

      hereto, there are no pending, or to the best knowledge of Fox/Liberty,
      threatened, investigations, audits, deficiencies or assessments
      attributable to or relating to the assessment or collection of taxes of
      Fox/Liberty (insofar as the assets and businesses included in the
      Fox/Liberty National Contribution are concerned), Fox Sports Net or
      Fox/Liberty Advertising. To the best knowledge of Fox/Liberty, there are
      no outstanding agreements or waivers extending the statutory period of
      limitations applicable to any Federal, state or local tax return of
      Fox/Liberty (insofar as the assets and businesses included in the
      Fox/Liberty National Contribution are concerned), Fox Sports Net or
      Fox/Liberty Advertising for any period. Except as set forth on Schedule
      4.1.9, none of Fox/Liberty (insofar as the assets and businesses included
      in the Fox/Liberty National Contribution are concerned), Fox Sports Net or
      Fox/Liberty Advertising is a party to any action or proceeding by any
      Governmental Entity for the assessment or collection of taxes which have
      been asserted against it. Fox/Liberty, (insofar as the assets and
      businesses included in the Fox/Liberty National Contribution are
      concerned), Fox Sports Net and Fox/Liberty Advertising has each properly
      and timely (including permitted extensions) filed all other reports and
      returns required by any Governmental Entity


                                      -44-
<PAGE>

      where the failure to have filed any such report or return could adversely
      affect the ability of the Partnership, any Contributed Business, Fox
      Sports Net, the National Sports Partnership or the National Advertising
      Partnership to conduct its business in the usual and ordinary course.

                  4.1.10 Benefit Plans. All "employee benefit plans", within the
      meaning of Section 3(3) of ERISA, covering employees or former employees
      of Fox/Liberty (insofar as the assets and businesses included in the
      Fox/Liberty National Contribution are concerned), Fox Sports Net or
      Fox/Liberty Advertising (the "Fox/Liberty Plans"), to the extent subject
      to ERISA, are in substantial compliance with ERISA. Each Fox/Liberty Plan
      which is an "employee pension benefit plan", within the meaning of Section
      3(2) of ERISA ("Fox/Liberty Pension Plan") and which is intended to be
      qualified under Section 401(a) of the Code, has received a favorable
      determination letter from the Internal Revenue Service.

                  No liability under Subtitle C or D of Title IV of ERISA has
      been or is expected to be incurred by Fox/Liberty or Fox/Liberty
      Advertising with respect to any "single-employer plan", within the meaning
      of Section 4001(a)(15) of ERISA, currently or formerly maintained by it or
      the single-employer plan


                                      -45-
<PAGE>

      of any entity which is considered one employer with Fox Sports Net or
      Fox/Liberty Advertising under Section 4001 of ERISA (a "Fox Sports Net
      ERISA Affiliate"). Neither Fox/Liberty (insofar as the assets and
      businesses included in the Fox/Liberty National Sports Contribution are
      concerned), Fox Sports Net nor Fox/Liberty Advertising has incurred and
      neither expects to incur any withdrawal liability with respect to a
      multiemployer plan under Subtitle E of Title IV of ERISA (regardless of
      whether based on contributions of a Fox Sports Net ERISA Affiliate). No
      notice of a "reportable event", within the meaning of Section 4043 of
      ERISA for which the 30-day reporting requirement has not been waived, has
      been required to be filed for any Fox/Liberty Pension Plan.

                  No Fox/Liberty Pension Plan has an "accumulated funding
      deficiency" (whether or not waived) within the meaning of Section 412 of
      the Code or Section 302 of ERISA.

                  Under each Fox/Liberty Pension Plan as of the last day of the
      most recent plan year ended prior to the date hereof, the actuarially
      determined present value of all "benefit liabilities", within the meaning
      of Section 4001(a)(16) of ERISA (as determined on the basis of the
      actuarial assumptions contained in the Fox/Liberty Plan's most recent
      actuarial valuation),


                                      -46-
<PAGE>

      did not exceed the then current value of the assets of such Fox/Liberty
      Plan, and there has been no material adverse change in the financial
      condition of such Fox/Liberty Plan since the last day of the most recent
      year.

                  4.1.11 Absence of Insolvency Proceedings. As of the date
      hereof there is no bankruptcy, reorganization or insolvency proceeding of
      any character, voluntary or involuntary, relating to Fox/Liberty, any of
      its Affiliates, Fox Sports Net or Fox/Liberty Advertising or, to the best
      knowledge of Fox/Liberty, affecting any partner in Fox Sports Net which is
      pending or, to the best knowledge of Fox/Liberty, threatened. None of
      Fox/Liberty, any of its Affiliates, Fox Sports Net or Fox/Liberty
      Advertising has made any assignment for the benefit of creditors or taken
      any action with a view to, or which would constitute a basis for, the
      institution of a bankruptcy, reorganization or insolvency proceeding.

                  4.1.12 [Reserved]

                  4.1.13 Litigation. Except as set forth in Schedule 4.1.13,
      there is no action, suit, litigation, proceeding or investigation by or
      before any Governmental Entity pending or, to the best knowledge of
      Fox/Liberty, threatened, against or relating to Fox/Liberty, any of its
      Affiliates or Fox Sports Net,


                                      -47-
<PAGE>

      which, in each case, is reasonably likely to have a material adverse
      effect on the Fox/Liberty National Contribution or on the financial
      condition of Fox Sports Net or the Partnership and the Contributed
      Businesses, taken as a whole, of the National Sports Partnership or of the
      National Advertising Partnership, or which in any manner challenges or
      seeks injunctive or other non-monetary relief or seeks to prevent, enjoin,
      alter or delay any transaction contemplated hereby or by any of the
      Transaction Documents.

                  4.1.14 No Material Adverse Change Except as provided in
      Schedule 4.1.14, there has been no material adverse change in the business
      or financial condition of Fox Sports Net or Fox/Liberty Advertising
      (insofar as the Fox/Liberty Advertising Assets are concerned) since
      January 1, 1997 and on or prior to the date of this Agreement.

                  4.1.15 Purchase for Own Account, Etc. Fox/Liberty acknowledges
      that the Fox/Liberty Interests acquired pursuant to this Agreement are
      being acquired without registration under the Securities Act or under
      similar provisions of state law and represents and warrants to Rainbow,
      the Partnership, the National Sports Partnership and the National
      Advertising Partnership that they are acquiring the Fox/Liberty Interests
      for their own account, for investment and


                                      -48-
<PAGE>

      with no view to the distribution thereof, and agree not to transfer or
      attempt to transfer any of the Fox/Liberty Interests in the absence of
      registration under the Securities Act and any applicable state securities
      laws or an available exemption from such registration.

            4.2 Survival of Representations and Warranties. The representations
of Fox/Liberty set forth in this Agreement shall not survive the Closing for a
period of six months except that the representatives and warranties in the first
sentence of Section 4.1.5 shall survive indefinitely; the representations and
warranties in Section 4.1.9 shall survive until the expiration of the relevant
statute of limitations; and the representations and warranties in Section 4.1.6
shall survive until one year after the date of this Agreement. The
certifications required by Section 7.2.2 shall not survive the Closing except to
the extent such certifications relate to representations and warranties that
expressly survive the Closing pursuant to the first sentence of this Section 4.2
and as to such certifications, shall survive the Closing for so long as the
related representation and warranty survives the Closing. Each representation
and warranty made in this Article 4 is made on the assumption that there are no
facts or circumstances particularly applicable to Rainbow or any of its
Affiliates that is not an Affiliate of Fox/Liberty and that no action


                                      -49-
<PAGE>

(other than actions contemplated by this Agreement) has been taken by Rainbow or
its Affiliates that is not an Affiliate of Fox/Liberty that would make such
representation or warranty untrue.

            5. Agreements of the Parties.

            5.1 Access to Information. (a) Subject to any confidentiality
obligations in existence on the date of this Agreement, prior to the Closing,
Fox/Liberty may make such reasonable investigation of the Contributed Businesses
(other than MSG) and the Rainbow Advertising Assets as Fox/Liberty may
reasonably request. Rainbow shall cause the Contributed Businesses (other than
MSG) and Rainbow Advertising to give to Fox/Liberty and their counsel, financial
advisors, accountants and other representatives reasonable access, on reasonable
notice during normal business hours throughout the period prior to the Closing
to the offices, property, books, agreements, records and files of the
Contributed Businesses (other than MSG) and of Rainbow Advertising (insofar as
they relate to the Rainbow Advertising Assets), to their key management
personnel and agents and to all documents and copies of documents and
information concerning the businesses that are the subject of this Agreement as
Fox/Liberty may reasonably request. Rainbow will cause the Contributed
Businesses (other than MSG) and Rainbow Advertising to instruct their respective
employees, counsel, financial advisors and accountants to


                                      -50-
<PAGE>

cooperate with Fox/Liberty in their investigation of the Contributed Businesses
(other than MSG) and the Rainbow Advertising Assets. Fox/Liberty shall hold, and
cause its representatives to hold, all information and documents received
pursuant to this Section 5.1(a) confidential and, if the transactions
contemplated by this Agreement are not consummated for any reason, shall return
to the Contributed Businesses all such information and documents and any copies
as soon as practicable.

            (b) Subject to any confidentiality obligations in existence on the
date of this Agreement, prior to the Closing, Rainbow may make such reasonable
investigation of the assets and businesses included in the Fox/Liberty National
Contribution, Fox Sports Net and the Fox/Liberty Advertising Assets as Rainbow
may reasonably request. Fox/Liberty shall, and shall cause Fox Sports Net, Fox
Sports Americas and Fox/Liberty Advertising to give Rainbow and its counsel,
financial advisors, accountants and other representatives reasonable access, on
reasonable notice during normal business hours throughout the period prior to
the Closing to the offices, property, books, agreements, records and files of
Fox/Liberty, Fox Sports Net, Fox Sports Americas and of Fox/Liberty Advertising
(insofar as they relate to the Fox/Liberty Advertising Assets), to its key
management personnel and agents and to all documents and copies of documents and
information concerning their


                                      -51-
<PAGE>

businesses that are the subject of this Agreement as Rainbow may reasonably
request. Fox/Liberty will, and will cause Fox Sports Net, Fox Sports Americas
and Fox/Liberty Advertising to instruct their employees, counsel, financial
advisors and accountants to cooperate with Rainbow in its investigation of the
assets and businesses included in the Fox/Liberty National Contribution, Fox
Sports Net and the Fox/Liberty Advertising Assets. Rainbow shall hold, and cause
its representatives to hold, all information and documents received pursuant to
this Section 5.1(b) confidential and, if the transactions contemplated by this
Agreement are not consummated for any reason, shall return to Fox/Liberty all
such information and documents and any copies as soon as practicable.

            5.2 Conduct of Business Pending the Closing. From and after the date
hereof, until the Closing, Rainbow shall cause the Contributed Businesses, PSA
Partnership and Rainbow Advertising (insofar as the Rainbow Advertising Assets
are concerned) to operate, and Fox/Liberty shall cause Fox Sports Net, Fox
Sports Americas and Fox/Liberty Advertising (insofar as the Fox/Liberty
Advertising Assets are concerned) to operate their respective businesses, and
Fox/Liberty will operate its business (to the extent included in the Fox/Liberty
National Contribution), in the ordinary course in a manner consistent with past
practice. None of the Contributed Businesses, PSA Partnership, Rainbow


                                      -52-
<PAGE>

Advertising (insofar as the Rainbow Advertising Assets are concerned) or
Fox/Liberty (insofar as the assets included in the Fox/Liberty National
Contribution on concerned), Fox Sports Net or Fox/Liberty Advertising (insofar
as the Fox/Liberty Advertising Assets are concerned) may take any action set
forth in Sections 4.9(iii), (iv), (v), (vii) and (viii) of the form of
Partnership Agreement of the Partnership (as if such entity were the
Partnership). Nothing in this Section 5.2 shall (i) limit any action or require
any action which is inconsistent with the terms of any partnership agreement,
limited liability company agreement (or similar document) relating to a
Contributed Business that includes one or more outside partners or investors
(other than Affiliates of Rainbow and Fox/Liberty) or is inconsistent with the
fiduciary or other obligations of any partner therein (ii) restrict any
Contributed Business, PSA Partnership, Rainbow Advertising, Fox Sports Net or
Fox/Liberty Advertising from distributing to its partners, members, or
stockholders at any time, or from time to time, prior to the Closing cash on a
basis generally consistent with past practice (although the timing of such
distributions may vary from past practice), and a party to this Agreement will
not be in breach of this Section 5.2 if acting or failing to act in reliance on
clauses (i) or (ii). Rainbow will not permit the Contributed Businesses to incur
additional indebtedness for borrowed money unless (i) as a


                                      -53-
<PAGE>

result, the aggregate indebtedness for borrowed money of the Contributed
Businesses outstanding on the Closing Date would not exceed $925 million plus
any debt the incurrence of which is agreed to by Fox/Liberty and (ii) the
proceeds from the incurrence of such indebtedness are used for repayment of debt
or other business purposes but not distribution to the partners.

            5.3 Other Action. Each of the parties hereto shall use its
reasonable best efforts to cause the fulfillment at the earliest practicable
date of all of the conditions to its obligations to consummate the transactions
contemplated by this Agreement.

            5.4 Advertising Assets Schedules. Within 10 days following the date
of this Agreement, Rainbow will deliver to Fox/Liberty Schedule 1.2 listing the
Rainbow Advertising Assets and any related Advertising Accepted Liabilities.
Fox/Liberty may reasonably object within five days to any assets or liabilities
included or excluded from such schedule and such schedule shall be amended to
accommodate any such reasonable objections. Within 10 days following the date of
this Agreement, Fox/Liberty will deliver to Rainbow Schedule 1.3 listing the
Fox/Liberty Advertising Assets and any related Advertising Accepted Liabilities.
Rainbow may reasonably object within five days to any assets or liabilities
included or excluded from such schedules and


                                      -54-
<PAGE>

such schedules shall be amended to accommodate any such reasonable objection.

            5.5 Fox Sports Net Asset Schedule. Within ten days after the date of
this Agreement Fox/Liberty will deliver to Rainbow Schedule 1.8B. Rainbow may
reasonably object within five days to any assets included or excluded from such
schedule and such schedule shall be amended to accommodate any such reasonable
objections.

            5.6 Fox Sports Americas. Fox/Liberty will make available to Rainbow
all relevant information concerning the business and operations of Fox Sports
Americas - U.S. L.P., a Delaware limited partnership ("Fox Sports Americas"),
within 10 days following the date of this Agreement and Rainbow shall have 30
days in which to decide whether the assets of Fox Sports Americas, or all of the
LLC membership interests in Fox Sports Americas, should be included in the
Fox/Liberty National Contribution. Rainbow shall furnish Fox/Liberty written
notice of its election. The contribution will be structured in the most tax
efficient manner.

            5.7 HSR Filings. If a filing under the HSR Act is required, promptly
after the execution of this Agreement, Rainbow and its Affiliate and Fox/Liberty
and their Affiliates will use their reasonable best efforts to complete, execute
and file all notifications and reports required to be filed under the HSR Act,
and will use their


                                      -55-
<PAGE>

reasonable best efforts to provide all information requested by any Governmental
Entity from time to time in connection with such notifications and filings.

            5.8 Advertising Budget and Business Plan. The Budget and Business
Plan which is Annex B to the National Advertising Partnership Agreement shall be
delivered in draft form by Fox/Liberty to Rainbow within 10 business days
following the delivery of Schedules 1.2 and 1.3 as provided in Section 5.4 and
Rainbow shall have 10 days to review and comment on such draft Budget and
Business Plan and the parties shall work together to develop a final version of
such Business Plan which is mutually agreeable to both parties. Only the
mutually agreed version shall constitute the Budget and Business Plan for
purposes of the National Advertising Partnership Agreement.

            5.9 Allocation Policies and Approved Agreements. The Allocation
Policies for Indirect Expenses which are Annexes D to the National Sports
Partnership Agreement and the National Advertising Agreement and the Approved
Agreements schedules which are Annexes A to the National Sports Partnership
Agreement and the National Advertising Agreement, shall be delivered in draft
form by Fox/Liberty to Rainbow within 10 business days following the date of
this Agreement and the parties hereto shall work in good faith to mutually agree
upon the final form of such annexes. Only the mutually agreed versions shall
constitute the


                                      -56-
<PAGE>

Allocation Policies and Approved Agreements schedules for purposes of the
National Advertising Partnership Agreement and the National Sports Partnership
Agreement.

            6. Conditions Precedent; Covenant as to Transaction Documents.

            6.1 Conditions Precedent To Both Parties' Obligations. The
performance of the obligations of both of the parties hereto at the Closing is
subject to the conditions that, prior to or simultaneously with the Closing:

            (i) the Partnership Agreement relating to the Partnership
      substantially in the form of Annex A shall have been executed and
      delivered by the parties thereto.

            (ii) the National Sports Partnership Agreement in substantially the
      form of Annex B shall have been executed and delivered by the parties
      hereto.

            (iii) the National Advertising Partnership Agreement in
      substantially the form of Annex C shall have been executed and delivered
      by the parties thereto.

            (iv) the Partnership and Fox shall have executed and delivered a
      Trademark/Tradename License Agreement relating to the use of the name
      "Fox" that is in form and substance mutually agreeable to the parties
      hereto.


                                      -57-
<PAGE>

            (v) each of the Regionals in which Rainbow or Fox/Liberty has an
      interest (other than an Unrestricted Regional) and Fox shall have executed
      and delivered a Trademark/Tradename Sublicense Agreement relating to the
      use of the name "Fox" that is in form and substance mutually agreeable to
      the parties hereto.

            (vi) the parties hereto or their appropriate Affiliates shall have
      delivered or caused to be delivered, the amendments to the partnership
      agreements of Chicago Partnership, Pacific Partnership, PSA Partnership
      and Prism Partnership in substantially the forms of Annexes E-1 through
      E-4.

            (vii) the National Sports Affiliation Agreements referred to in
      Annex F shall have been executed and delivered.

            (viii) the Regional Affiliation Agreements referred to in Annex G
      shall have been executed and delivered.

            (ix) the Reimbursement and Guarantee Agreement set forth as Annex H
      shall have been executed and delivered.

            (x) the Advertising Representation Agreements referred to in Annex I
      shall have been executed and delivered.

            (xi) the Options Reimbursement Agreement in substantially the form
      of Annex J shall have been executed and delivered by the parties thereto.


                                      -58-
<PAGE>

            (xi) the Transaction Documents (in addition to those listed above)
      shall have been executed and delivered by the parties thereto and such
      parties shall have performed all obligations required to be performed by
      this Agreement and under the Transaction Documents as of the Closing.

            (xii) the parties hereto shall have received all required regulatory
      and other third party consents, including approvals of the National Hockey
      League and the National Basketball Association, and any required waiting
      periods under the HSR Act shall have terminated.

            (xiii) There shall not be pending or threatened by any Governmental
      Entity any action, suit or proceeding (or by any other person any action,
      suit or proceeding which has a reasonable likelihood of success),
      challenging or seeking to restrain or prohibit consummation of the
      transactions contemplated to occur at the Closing or seeking to obtain in
      connection with such transactions any damages that are material in
      relation to the size of all the transactions to occur at the Closing.

            (xiv) the representations and warranties made by the other party
      hereto shall be true and correct in all material respects at and as of the
      Closing (except to the extent that any such representation and warranty


                                      -59-
<PAGE>

      expressly relates to an earlier date, in which case such representation
      and warranty shall be true and correct on and as of such earlier date) and
      such party shall have performed or complied in all material respects with
      all obligations and covenants required to be performed or complied with by
      such party.

            6.2 Obligation to Execute Transaction Documents. Upon the
satisfaction of all applicable conditions, each party hereto will execute and
deliver the Transaction Documents to which it is to be a party and each party
will cause each of its Affiliates that is to be a party to a Transaction
Document to execute and deliver each such Transaction Document.

            6.3 Frustration of Closing Conditions. Neither Rainbow nor
Fox/Liberty may rely on the failure of any condition set forth in Article 6 or 7
to be satisfied if such failure was caused by its or its Affiliate's failure to
act in good faith or to cooperate and use all reasonable efforts to cause the
applicable Closing to occur as required by Section 5.3.

            7. Documents to Be Delivered at the Closing.

            7.1 By Rainbow.

                  7.1.1 To Fox/Liberty At Closing, Rainbow shall deliver, or
      shall cause to be delivered, to Fox/Liberty:


                                      -60-
<PAGE>

            (a) Certificate. A certificate executed by an executive officer of
      Rainbow stating that the representations and warranties made by Rainbow in
      this Agreement are true and correct in all material respects at and as of
      the Closing (except to the extent that any such representation and
      warranty expressly relates to an earlier date, in which case such
      representation and warranty shall be true and correct on and as of such
      earlier date) and that all of the covenants and other obligations required
      by this Agreement and the Transaction Documents to be performed by Rainbow
      and its Affiliates on or prior to the Closing have been performed in all
      material respects.

            (b) Other Documents. Such other instruments, documents, certificates
      and opinions as may be reasonably requested by Fox/Liberty to confirm the
      satisfaction of the Closing conditions and to consummate this Agreement
      and the transactions contemplated hereby.

                  7.1.2 To the Partnership. At the Closing, Rainbow shall
      deliver to the Partnership valid and effective instruments of transfer
      conveying to the Partnership title to each of the Transferred Entity
      Interests.

                  7.1.3 To the National Sports Partnership. At the Closing
      Rainbow shall deliver to the National


                                      -61-
<PAGE>

      Sports Partnership valid and effective instruments of transfer conveying
      to the National Sports Partnership (i) all of the membership interests in
      American Sports LLC, (ii) a 50% general partnership interest in PSA
      Partnership and (iii) all of the outstanding capital stock of
      SportsChannel Ventures, Inc.

                  7.1.4 To the National Advertising Partnership. At the Closing
      Rainbow shall cause to be delivered to the National Advertising
      Partnership valid and effective instruments of transfer conveying to the
      National Advertising Partnership title to each of the Rainbow Advertising
      Assets.

            7.2 By Fox/Liberty.

                  7.2.1 To Rainbow. At the Closing Fox/Liberty shall deliver to
      Rainbow:

            (a) Certificates. Certificates executed by executive officers of
      Fox/Liberty stating that the representations and warranties made by
      Fox/Liberty in this Agreement are true and correct in all material
      respects at and as of the Closing (except to the extent that any such
      representation and warranty expressly relates to an earlier date, in which
      case such representation and warranty shall be true and correct on and as
      of such earlier date) and that all of the covenants and obligations
      required by this Agreement to


                                      -62-
<PAGE>

      be performed by Fox/Liberty at or prior to the Closing have been performed
      in all material respects.

            (b) Other Documents. Such other instruments, documents, certificates
      and opinions as may be reasonably requested by Rainbow to confirm the
      satisfaction of the Closing conditions or to consummate this Agreement and
      the transactions contemplated hereby.

                  7.2.2 To the Partnership. At the Closing, Fox/Liberty shall
      deliver to the Partnership an official bank check or checks or wire
      transfer payable in immediately available funds to the Partnership in the
      amount of $850,000,000.

                  7.2.3 To the National Sports Partnership. At the Closing,
      Fox/Liberty shall cause to be delivered to the National Sports Partnership
      valid and effective instruments of transfer conveying to the National
      Sports Partnership (i) a 50% general partnership interest in PSA
      Partnership, (ii) title to all of the Transferred Assets, and (iii) if
      elected by Rainbow pursuant to Section 5.6, all of the partnership
      interests in Fox Sports Americas.

                  7.2.4 To the National Advertising Partnership. At the Closing,
      Fox/Liberty shall cause to be delivered to the National Advertising
      Partnership title to each of the Fox/Liberty Advertising Assets.


                                      -63-
<PAGE>

            8. Actions to Be Taken and Agreements to Be Performed After the
      Closing.

            8.1 Further Documentation. As promptly as practicable after the
Closing, Rainbow and Fox/Liberty shall cooperate to prepare and cause to be
filed and/or published in accordance with partnership law and other applicable
laws, all such certificates, notices and other instruments as may be necessary
or appropriate to reflect the changed interests in each of the Contributed
Businesses and PSA Partnership resulting from the transactions contemplated
hereby. From time to time each party shall execute and deliver, and cause its
Affiliates to execute and deliver, such additional instruments of conveyance and
transfer and shall, and shall cause its Affiliates, to fully cooperate and take
such other actions as may be reasonably necessary to effect the transfers to the
Partnership, the National Sports Partnership and the National Advertising
Partnership contemplated hereby.

            8.2 Actions to Protect the National Sports Service. (a) Except as
provided in Section 8.6, each of Rainbow and Fox/Liberty on behalf of itself and
each of its Affiliates, agrees that from and after the Closing neither it nor
any of its Affiliates (other than any Unrestricted Regional as provided in
Section 8.7) will, directly or indirectly, bid for or acquire Pay Television
programming rights to transmit professional sports events (other than


                                      -64-
<PAGE>

the right to air brief highlights of such events) of professional sports teams
whose "home" arena or stadium is located in a Covered Region ("Programming
Rights"), or own any interest including, without limitation, an equity or
profits interest in any other Person (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"), that owns or bids for or acquires Programming Rights
(including through ownership of an interest in a professional sports team).

            (b) The provisions of this Section 8.2 shall apply from and after
the Closing and until the 731st day after the Restriction Date as to the
National Sports Partnership.

            8.3 Development of New Regional Sports Interests. In the event that
Rainbow or any of its Affiliates or Fox/Liberty or any of its Affiliates (other
than an Unrestricted Regional as provided in Section 8.7) (a "New Development
Party"), proposes to negotiate or bid for an interest in Programming Rights
relating to, or a Covered Interest of an entity owning or bidding for
Programming Rights relating to, all or any part of the New Development Region (a
"New Development Interest") at any time, such New Development Party shall
provide Rainbow or Fox/Liberty, as the case may be (the "Offeree"), with written
notice of its


                                      -65-
<PAGE>

intention to enter into such negotiations or bidding process.

            (b) Upon the acquisition of a New Development Interest, the New
Development Party shall provide the Offeree with written notice of such
acquisition. The Offeree shall have an option exercisable by notice to the New
Development Party (the "Option Exercise Notice") within 90 days after it is
given notice of the acquisition (the "Option Period") to acquire a 50% interest
in the New Development Entity, as defined below (an "Option"), on the same terms
and conditions as those on which the New Development Party acquired its interest
in the New Development Entity. The purchase price for the interests to be
purchased pursuant to the Option shall be an amount equal to the product of 50%
of the total capital contributions (less distributions) made by any New
Development Party in (or from) the New Development Entity prior to the purchase
of such interests by the Offeree. The New Development Party shall take no
actions that are designed to have the Option contain terms or conditions which
it knows the Offeree cannot accept. The Offeree may exercise such Option by
providing such New Development Party with the Option Exercise Notice. If there
is a party in the New Development Entity other than the New Development Party
that is not an Affiliate of the New Development Party (a "Third Party"), the
legal entity through which the New Development Interest


                                      -66-
<PAGE>

will be owned and exploited (the "New Development Entity") will be as agreed
between the New Development Party and such Third Party, with the Offeree having
the right to participate therein on the same terms as the New Development Party.
If there is no Third Party at the commencement of the Option Period, and if the
Offeree exercises such Option, the New Development Entity shall be a partnership
or limited liability company, organized under the laws of the State of New York
or Delaware pursuant to a partnership agreement or limited liability company
operating agreement substantially in the form of the Second Amended and Restated
General Partnership Agreement of SportsChannel Chicago Associates, dated as of
July 1, 1991, as amended through the date hereof, with the New Development Party
acting as the managing general partner or manager thereof.

            If the Offeree does not exercise such Option within such Option
Period, such Option will lapse. The lapse of any Option under this Section 8.3
shall not impair the Offeree's right under this Section 8.3 to receive or
exercise subsequent Options which arise as a result of the subsequent
acquisition by any New Development Party of any New Development Interest.

            (c) The closing of the Option (the "Option Closing") shall take
place at a mutually agreed location, on the later of (i) the twentieth business
day following the receipt by such New Development Party of the Option Exercise


                                      -67-
<PAGE>

Notice or (ii) the third business day following the date of receipt of all
necessary consents and approvals of Governmental Entities and the expiration of
any waiting period under the Hart-Scott-Rodino Act. The purchase price for the
interest in the New Development Entity will be paid to an entity designated by
the New Development Entity at the Option Closing in immediately available funds.
Each party's obligation to consummate an Option Closing shall be conditioned
upon (x) no action or proceeding having been instituted and remaining in effect
at the time such consummation would otherwise have occurred against the New
Development Entity or any of the owners of or investors in the New Development
Entity or their parent entities, partners, directors or officers by or before
any Governmental Entity to restrain, enjoin, prohibit or otherwise challenge, or
to obtain substantial damages or other relief in respect of, the formation of
such New Development Entity or the acquisition by it of the New Development
Interest and which in the good faith opinion of such party would make it
inadvisable to consummate such transactions; and (y) any waiting period imposed
by any statute or regulation of a Governmental Agency which must expire, or any
approval or consent of any Governmental Agency which must be obtained, prior to
consummation of the formation of such New Development Entity shall not have
expired or been obtained within 270 days following the receipt by such New
Development Party of the


                                      -68-
<PAGE>

Option Exercise Notice despite the reasonable best efforts of the parties
responsible therefor (each of the events described in this sentence is referred
to as a "Prohibitory Action"). If it is determined that filings under the HSR
Act are required in connection with the exercise of an Option, the parties will
coordinate and cooperate with one another in exchanging such information and
assistance as the others may reasonably request, and in responding to any
subsequent inquiries that may be made.

            (d) Except as provided in the next sentence, each of Rainbow and
Fox/Liberty covenant and agree that if it is a New Development Party it will,
until the expiration of the Option Period or if an Option Exercise Notice has
been given, until the Option Closing or the termination or surrender of the
Option, keep the interests in any New Development Entity subject to an Option
available for transfer pursuant to such Option, and free from any lien, charge,
pledge or other encumbrance that would not be released upon transfer of such
interest pursuant to this Section 8.3. Nothing in this Section 8.3 shall
restrict a New Development Party from transferring all or a portion of its
interest in any New Development Entity in one or more transactions during the
Option Period and prior to the Option Closing; provided, that if a New
Development Party transfers any of its interest in any New Development Entity,
then, as a condition to such transfer, the transferee shall


                                      -69-
<PAGE>

agree, in a writing reasonably satisfactory to the Offeree to be bound by the
provisions of this Section 8.3.

            (e) The provisions of this Section 8.3 shall apply from and after
the Closing and until the Restriction Date as to the National Sports
Partnership.

            8.4 Development of New Regional Nonsports Interests. In the event
that Rainbow or any of its Affiliates or Fox/Liberty or any of its Affiliates
(other than an Unrestricted Regional as provided in Section 8.7) acquire or
develop a new Pay Television network, featuring programming other than sports or
sports related programming, having a particular appeal to one region or local
area and closely related to any business of the Partnership and operating in a
Covered Region in which the Partnership owns an interest in a Regional
("Regional Nonsports Programming") or a Covered Interest in any other Person
that owns or bids for or acquires Regional Nonsports Programming (a "Regional
Nonsports Interest"), such party or its Affiliate, as the case may be, shall
immediately offer the Partnership the right to acquire such Regional Nonsports
Programming or such Covered Interest on the same terms on which such party or
its Affiliate acquired such Regional Nonsports Programming. The Partnership
shall have 30 days to accept or reject such offer and an additional 60 days (or
longer if required to obtain all necessary approvals and consents but in any
event not more than 270 days from the date of acceptance of the


                                      -70-
<PAGE>

offer) to consummate such purchase. The provisions of the third and fourth
sentences of Section 8.4(c) shall apply to a transaction under this Section 8.4.
This Section 8.4 shall apply from and after the Closing and until the
Restriction Date as to the Partnership.

            8.5 Network Interests. From and after the Closing and until the
Restriction Date as to the National Sports Partnership, if any of the parties
hereto or any of their Affiliates starts or acquires a National Sports Service
or any network distributed in the United States that is Controlled by such party
or any of its Affiliates at any time is a National Sports Service, then the
other party hereto or any of its Affiliates designated by such party will have
an option to acquire one-half (1/2) of the interest owned by such entities at
its Fair Market Value (as such term is defined in the Partnership Agreement) on
the terms and conditions and in accordance with the procedures set forth in
Section 8.3 hereof.

            8.6 Excepted Transactions. The provisions of Section 8.2, 8.3, 8.4
and 8.5 shall not prohibit or restrict the following, except as provided in this
Section 8.6: (a) 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 (i) such


                                      -71-
<PAGE>

franchise or Programming Rights are not a principal business of such Person and
(ii) 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 and (iii) if as a result
of such ownership or acquisition the party and its Affiliates Control such
Person, the acquisition of the Covered Interest is treated as a New Development
Interest (whether or not the Covered Interest would otherwise meet the
definition of New Development Interest) and, in any event, all actions by such
Person while it is Controlled by such party and its Affiliates shall be subject
to Sections 8.2, 8.3, 8.4 and 8.5; or (b) 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 Fox/Liberty and Rainbow both have a direct or indirect
ownership interest, or (c) a Regional from bidding for or acquiring Programming
Rights including through ownership of an interest in a sports franchise in its
own Covered Region or owning or acquiring a Covered Interest in any Person that
directly or through one


                                      -72-
<PAGE>

or more subsidiaries or other entities owns Programming Rights in that
Regional's own Expanded Covered Region; or (d) 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 percent of the outstanding voting power of that public company or
prohibit or restrict such corporation from bidding for or acquiring Programming
Rights; or (e) any party or its Affiliates from owning or acquiring any Covered
Interest in the National Sports Partnership or any other "national" sports
programming network so long as the National Sports Partnership 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 (f) 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


                                      -73-
<PAGE>

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 Sections 8.2, 8.3, 8.4 or 8.5; provided that (i) this
clause (f) shall not authorize any actions, ownership or activities by Rainbow
Media, Fox, Inc. or Liberty Media Corporation or any entities Controlled by any
of them or by their successors and (ii) this clause (f) shall not authorize an
Acquiror or its Affiliates to engage in new activities or enter into, acquire or
develop new businesses in violation of Sections 8.2, 8.3, 8.4 and 8.5; or (g)
any Person that is a cable television operator or an Affiliate thereof from
developing and distributing Regional Nonsports Programming to cable systems
provided that no license fee is paid by such cable systems for such programming.
Section 8.2 shall not apply to Programming Rights relating to professional
sports teams that are not (i) Major League Baseball teams, (ii) National
Football League teams, (iii) National Hockey League teams, (iv) Major League
Soccer teams or (v) 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.


                                      -74-
<PAGE>

            8.7 Unrestricted Regionals, Etc. The provisions of Sections 8.2,
8.3, 8.4 and 8.5 shall not apply to any Unrestricted Regional, however, each
party agrees that it and its Affiliates will not cause an Unrestricted Regional
to engage in conduct that is contrary to such sections so long as not causing
the Unrestricted Regional to do so would be consistent with such party's or
Affiliate's fiduciary and other obligations to the partners, stockholders or
other outside equity investors in such Unrestricted Regional. Subject to Section
8.6 and subject to each party's and its Affiliate's fiduciary and other
obligations, when Sections 8.2, 8.3, 8.4 and 8.5 apply to Affiliates of a party,
such party shall be required to cause each such Affiliate to act in accordance
with such provision and shall be fully responsible to the other party for any
failure by its Affiliates to so act, whether or not such party in fact had the
power to cause such Affiliate to so act.

            8.8 Employees and Employee Benefits.

            (a) Subject to the right to terminate employees for cause, the
National Sports Partnership and the National Advertising Partnership, as the
case may be (the "Employing Partnership"), shall, for a period of one year after
the Closing Date (the "Employment Period"), continue the employment of the
employees of Rainbow Advertising, PSA Partnership and American Sports LLC (the
"Transferred Employees"), in all cases at substantially the same rate of


                                      -75-
<PAGE>

compensation (including bonuses and commissions), position and place of
employment held by the Transferred Employees immediately prior to the Closing
Date.

            (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) that provide benefits to the Transferred Employees that
are no less favorable than those provided by the Employing Partnership to
comparable employees of the Employing Partnership.

            (c) Transferred Employees shall be given credit for all service with
Rainbow Advertising, PSA Partnership, American Sports LLC and their 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, vesting
and benefit accrual 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


                                      -76-
<PAGE>

the right to terminate the employment of any Transferred Employee if such
termination is for cause.

            8.9 "Fox" Branding; Trademarks. Rainbow and Fox/Liberty agree that
from and after the Closing they shall cooperate to cause all Regionals in which
they have an interest (other than MSG and SportsChannel New York and any
Unrestricted Regional) to operate under the name "Fox Sports [insert region]"
not later than a reasonable period of time after each Regional begins carrying
the national programming service of the National Sports Partnership. Fox shall
license each such Regional to use the "Fox" name under a Trademark/Tradename
License Agreement that is in form and substance mutually agreeable to the
parties hereto.

            8.10 Use of Investment Proceeds. The net proceeds to the Partnership
from the Fox/Liberty Partnership Contribution shall be used as described in a
letter from Fox/Liberty to Rainbow dated the date hereof.

            8.11 Right of First Refusal. If any party hereto or any of its
Affiliates shall wish to transfer, directly or indirectly, any interest in any
Regional (other than a Regional in which the Partnership has an interest), the
party (or its Affiliates, as the case may be (the "Seller") shall first consult
with the other party to this Agreement to determine whether it is possible to
reach agreement on selling that interest to such party or its Affiliates but


                                      -77-
<PAGE>

with no obligation on the part of either entity to reach such agreement.

            9. Indemnification.

            (a) Indemnification by Rainbow. Rainbow will indemnify Fox/Liberty
and its officers, directors and Affiliates (the "Fox/Liberty Indemnified
Parties" and, together with the Rainbow Indemnified Parties, as hereinafter
defined, the "Indemnified Parties") against any loss or damage suffered by any
of them as a result of (i) a breach of any representation and warranty of
Rainbow hereunder of which no Fox/Liberty Indemnified Party has knowledge of as
of Closing, (ii) any Excluded Liability of American Sports LLC or SportsChannel
Ventures, Inc. and (iii) any taxes imposed with respect to any taxable period
ending on or before the Closing pursuant to Treasury Regulations Section
1.1502-6 (or any similar provision of any state or local law imposing several
liability upon the members of a consolidated, combined, affiliated or unitary
group) on the National Sports Partnership or Liberty/Fox as a result of
SportsChannel Ventures, or any other corporation which is part of a Contributed
Business, having joined with Cablevision Systems Corporation (or its Affiliates)
in the filing of a consolidated, combined or unitary tax return during any
taxable period ending on or prior to the Closing. (each such loss or liability
being hereinafter referred to as an "Fox/Liberty Indemnified Liability").
Rainbow's


                                      -78-
<PAGE>

obligation to indemnify the Fox/Liberty Indemnified Parties as provided in this
Section 9 shall be subject to the following limitations: (I) Rainbow shall not,
in any case, be obligated to indemnify against any loss or damage from
Fox/Liberty Indemnified Liabilities to the extent the amount thereof, excluding
any claims under, or for breach of, Section 11, does not exceed in the aggregate
$10,000,000 (the "Basket") and shall only be liable for amounts in excess of the
Basket; (II) the claims under this Section 9(a) shall not, in any event, exceed
$510 million (the "Liability Limit"); (III) Fox/Liberty must assert any claim
for indemnification against Rainbow within six months following the Closing
except that if such claim is in respect of a breach of any representation or
warranty, such claim may be asserted until the date on which such representation
and warranty ceases to survive as provided in Section 3.2; and (IV) the
Fox/Liberty Indemnified Liabilities shall not include any loss or damage that
any Fox/Liberty Indemnified Party would have suffered had this Agreement not
been executed and delivered, including as a direct or indirect partner in any
Contributed Business. Subject to the immediately preceding sentence, loss or
damage suffered by Fox/Liberty with respect to any loss in a Contributed
Business shall be equal to, without limitation, the incremental indirect
interest in any Fox/Liberty Indemnified Loss obtained as a result of the
incremental


                                      -79-
<PAGE>

ownership interest acquired hereunder by Fox/Liberty, but shall not include any
diminution in the value of any asset other than as a result of the assertion of
a Fox/Liberty Indemnified Liability that directly reduces the value of an asset
by offset or otherwise.

            (b) Indemnification by Fox/Liberty. Fox/Liberty will indemnify
Rainbow and its officers, directors and Affiliates (the "Rainbow Indemnified
Parties" and together with the Fox/Liberty Indemnified Parties, the "Indemnified
Parties") against any loss or damage suffered by any of them as a result of (i)
a breach of any representation and warranty of Fox/Liberty hereunder of which no
Indemnified Party has knowledge of as of Closing and (ii) any Excluded Liability
of or relating to Fox Sports Americas or Fox Sports Net (each such loss or
liability being hereinafter referred to as a " Rainbow Indemnified Liability").
The obligation of Fox/Liberty to indemnify the Rainbow Indemnified Parties as
provided in this Section 9 shall be subject to the following limitations: (I)
Fox/Liberty shall not, in any case, be obligated to indemnify against any loss
or damage from Rainbow Indemnified Liabilities to the extent the amount thereof
does not exceed in the aggregate $1,000,000 (the "Fox/Liberty Basket" and,
together with the Rainbow Basket, the "Basket") and shall only be liable for
amounts in excess of the Fox/Liberty Basket; (II) the claims under this Section
9(b) shall not, in any event, exceed $50


                                      -80-
<PAGE>

million (the "Fox/Liberty Liability Limit" and, together with the Rainbow
Liability Limit, the "Liability Limit"); (III) Rainbow must assert any claim for
indemnification against Fox/Liberty within six months following the Closing
except that if such claim is in respect of a breach of any representation or
warranty, such claim may be asserted until the date or which such representation
and warranty ceases to survive as provided in Section 4.2; and (IV) the Rainbow
Indemnified Liabilities shall not include any loss or damage that any Rainbow
Indemnified Party would have suffered had this Agreement not been executed and
delivered.

            (c) Indemnification Procedures. The Indemnified Party shall notify
the party such claim is being made against (the "Indemnifying Party") in writing
within 45 days after the Indemnified Party actually becomes aware of any event,
or discovers any facts, which in its opinion entitle or may entitle it to
indemnification hereunder from the Indemnifying Party. The Indemnified Party's
failure to do so shall not (except as stated in the above section) preclude it
from seeking indemnification hereunder except to the extent such failure
materially prejudices the Indemnifying Party's ability to defend as provided
herein. With respect to any threatened or asserted claims of third parties, the
defense of such claims shall be managed as follows: (i) for claims against the
Indemnified Party falling wholly within the Basket and as to which the Indem-


                                      -81-
<PAGE>

nified Party will not seek indemnity, in whole or in part, the Indemnified Party
may, if it chooses, defend such claim by counsel of its own choosing reasonably
satisfactory to the Indemnifying Party and the Indemnifying Party shall
cooperate with the Indemnified Party in the defense of such claim and the
Indemnifying Party may at its own expense participate in the defense of such
claim by counsel of its own choosing; (ii) for all other claims, the
Indemnifying Party shall promptly defend such claim by counsel of its own
choosing reasonably satisfactory to the Indemnified Party and the Indemnified
Party shall cooperate with the Indemnifying Party in the defense of such claim
and the Indemnified Party may participate at its own expense in the defense of
such claim by counsel of its own choosing; provided, however, that with regard
to claims seeking a remedy other than monetary damages, or if the Indemnified
Party has defenses available to it that are not available to the Indemnifying
Party, the Indemnified Party may, without waiving any rights, participate in the
defense of such claim and any such participation shall be at the Indemnified
Party's expense. The Indemnified Party shall be entitled to direct or control
the defense of such claim under clause (ii) above if the Indemnified Party
waives all right to indemnification it may have in respect of such claim under
this Section 9. Unless the Indemnified Party has assumed the defense of a claim
as provided in the preceding


                                      -82-
<PAGE>

sentence, the Indemnified Party shall concur in the settlement of any matter on
the basis stipulated by the Indemnifying Party (with the Indemnifying Party
being responsible for all costs and expenses of such settlement).

            If the Indemnifying Party fails to defend the Indemnified Party
within a reasonable time after it is given notice of a third-party claim, the
Indemnified Party shall be entitled to undertake the defense, compromise or
settlement of such claim at the expense of and for the account and risk of the
Indemnifying Party with counsel of the Indemnified Party's choosing. If the
Indemnified Party has undertaken the defense of a claim pursuant to the
preceding sentence, the Indemnifying Party may assume the defense of such claim
at any time prior to the settlement, compromise or final determination thereof
as provided in and subject to the provisions of the immediately preceding
paragraph.

            Any payment under this Section 9 shall be treated by the parties
hereto and thereto as an adjustment to the contributed capital for the
Partnership Interest.

            10. Termination.

            10.1 Termination Rights. 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 March 31, 1998.


                                      -83-
<PAGE>

            10.2 No Liabilities in Event of Termination. In the event of any
termination of this Agreement as provided in Section 10.1, 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, including for breach of any
of the confidentiality obligations herein.

            11. Brokerage. Each of Fox/Liberty and Rainbow represents to and
agrees with each other that it has not retained any broker or finder in the
negotiation and execution of this Agreement or the consummation of the
transactions contemplated hereby, other than the retention of Bear, Stearns &
Co. Inc. by Rainbow (whose fees and expenses shall be paid by the Partnership at
the Closing). Each of Fox/Liberty and Rainbow shall indemnify and save harmless
the other from and against any and all claims, liabilities or obligations
(including legal fees) with respect to brokerage or finders' fees or commissions
in connection with this transaction asserted by any Person on the basis of any
communication alleged to have occurred between or on behalf of such party and
such Person, other than with respect to Bear, Stearns & Co. Inc.


                                      -84-
<PAGE>

            12. 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 Rainbow or Fox/Liberty 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, or partner (past,
present or future), of Rainbow or Fox/Liberty, 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, or partner, all of which recourse (whether in common law, in
equity, by statute or otherwise) is hereby forever waived and released.

            13. Expenses. Each of the parties hereto shall bear all expenses
incurred by it in connection with this Agreement and the consummation of the
transactions contemplated hereby and the preparation therefor. Without limiting
the foregoing, no expenses incurred by any party hereto shall be borne directly
or indirectly by the Partnership, any Contributed Business, the National Sports
Partnership, PSA Partnership or Fox Sports Net, except as provided in Section
11. Any real property transfer taxes shall be borne by the transferee of the
assets or interests giving rise to such tax.


                                      -85-
<PAGE>

            14. Assignment and Binding Effect. Except as otherwise provided
herein, this Agreement shall not be assignable by any party without the prior
written consent of the other parties hereto; provided, that the rights and
obligations of a party (the "Transferring Party") under this Agreement
(including without limitation the provisions of Section 9) may be transferred to
the transferee in connection with a merger with, or sale of all or
substantially all the assets of such Transferring Party to an entity under
direct or indirect common Control with such Transferring Party prior to the
Closing as a part of a reorganization or restructuring involving the
Transferring Party; provided, that the beneficial ownership of Rainbow or
Fox/Liberty, as the case may be, in the affiliated entity after such transaction
will not be less than the direct and indirect beneficial ownership of Rainbow or
Fox/Liberty, as the case may be, in such Transferring Party; provided, further,
that the assignee shall expressly assume the obligations of the Transferring
Party hereunder in a writing delivered to the other party hereto. This Agreement
shall be binding upon and inure to the benefit of the parties hereto and their
respective successors and permitted assigns.

            15. Construction. This Agreement shall be governed, construed and
enforced in accordance with the laws of the State of New York without regard to
principles of conflicts of laws.


                                      -86-
<PAGE>

            16. Notices. All notices, demands, requests and other communications
required or permitted to be given hereunder shall be given in writing and shall
be deemed duly given on the date sent by facsimile transmission with machine
answerback mailed by registered mail, postage prepaid and, pending the
designation of another address, addressed as follows:

      If to Rainbow:

              Rainbow Media Holdings, Inc.
              150 Crossways Park West
              Woodbury, New York  11797
              Attn: President

           cc:  Executive Vice President,
              Legal and Business Affairs
              Rainbow Program Enterprises
              150 Crossways Park West
              Woodbury, New York  11797

           cc:  Cablevision Systems Corporation
              One Media Crossways
              Woodbury, New York  11797
              Attn: Executive Vice President
                    and General Counsel

      If to Fox/Liberty:

              Fox Sports Net, LLC
              1440 South Sepulveda Blvd.
              Suite 218
              Los Angeles, CA  90025
              Attention:  Tony Ball
              Telecopy: (310) 445-4335

      With copies to:

              Liberty Media Corporation
              8101 E. Prentice Avenue
              Suite 500
              Englewood, CO  80111
              Attention:  President
              Telecopy: (303) 721-5415


                                      -87-
<PAGE>

      and:

              Tele-Communications, Inc.
              5619 DTC Parkway
              Englewood, CO  80111
              Attention: Legal Department
              Telecopy:  (303) 488-3245

      and:

              Sherman & Howard L.L.C.
              3000 First Interstate Tower North
              633 Seventeenth Street
              Denver, Colorado  80202
              Attention: Charles Y. Tanabe, Esq.
              Telecopy:  (303) 298-0940

      and:

              The News Corporation Limited
              1211 Avenue of the Americas
              New York, New York  10036
              Attention: Arthur M. Siskind, Esq.
                         Senior Executive Vice President
                         and Group General Counsel
              Telecopy:  (212) 768-2029

      and:

              Fox Television
              10201 West Pico Boulevard
              Los Angeles, California  90035
              Attention: Jay Itzkowitz, Esq.
                         Senior Vice President
                         Legal Affairs
              Telecopy:  (310) 369-2572

      and:

              Squadron, Ellenoff, Plesent & Sheinfeld, LLP
              551 Fifth Avenue
              New York, New York  10176
              Attention: Joel Papernik, Esq.
              Telecopy:  (212) 697-6686

            17. Benefit. Nothing in this Agreement, express or implied, is
intended or shall be construed to confer upon or give to any Person other than
the parties hereto any


                                      -88-
<PAGE>

remedy or claim under or by reason of this Agreement or any term, covenant or
condition hereof (other than pursuant to Sections 3.1.15, 4.1.15, 9 and 12
hereof), all of which shall be for the sole and exclusive benefit of the parties
hereto.

            18. Press Releases. All press releases or other public
communications of any sort relating to the subject matter of this Agreement and
the method of the release shall be subject, except as otherwise required by law,
to the prior approval of Rainbow and Fox/Liberty which approval shall not be
unreasonably withheld.

            19. Headings. The headings of the Sections of this Agreement are
inserted as a matter of convenience and for reference purposes only, are of no
binding effect, and in no respect define, limit or describe the scope of this
Agreement or the intent of any Section.

            20. Schedules. All schedules and annexes delivered pursuant to this
Agreement shall be deemed part of this Agreement and incorporated herein, where
applicable, as if fully set forth herein.

            21. Counterparts. This Agreement may be signed in any number of
counterparts with the same effect as if the signatures to each were to the same
Agreement.

            22. Entire Agreement. This Agreement, including the schedules and
annexes hereto, represents the entire understanding and agreement among the
parties hereto with


                                      -89-
<PAGE>

respect to the subject matter hereof (except with respect to the matters covered
by the other Transaction Documents and except for any contemporaneous writing
signed by both parties which specifically refers to this Agreement), and
supersedes all prior negotiations among the parties hereto with respect to such
subject matter. This Agreement can be amended, modified, supplemented, extended,
terminated, discharged or changed only by an agreement in writing which makes
specific reference to this Agreement and which is signed by the party against
whom enforcement of any such amendment, modification, supplement, extension,
termination, discharge or change is sought.

            23. Confidentiality. No party to this Agreement shall, during the
period when any provision of this Agreement is in effect and for a period of two
years after the date of this Agreement, disclose any information (that is not
publicly available or generally known other than by breach of the provisions of
this Section) obtained by such party pursuant to or in connection with the
negotiation, operation, delivery and performance of this Agreement to any
person, except (i) with the prior written consent of the other party; (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
notify the other as promptly as practicable (and, if possible, prior to making
such disclosure) and shall seek confidential


                                      -90-
<PAGE>

treatment of such information; (iii) as part of its normal reporting or review
procedure to its parent company, its auditors and its attorneys and any stock
exchange upon which its parent's securities are listed; provided, that such
party shall be liable for any breach by such parent company, auditors or
attorneys of any provision of this Section 23; (iv) in connection with the
enforcement of such party's rights hereunder; (v) disclosures to an Affiliate
of, or to a professional advisor to, such party in connection with the
performance by such party of its obligations hereunder; provided, that such
party shall be liable for any breach by such Affiliate or professional advisor
of any provision of this Section 23; and (vi) to a prospective purchaser of such
party or of all or a portion of such party's interest in one or more of the
entities that are the subject of this Agreement; provided, that such party
shall be liable for any breach by such prospective purchaser of any provision of
this Section 23.


                                      -91-
<PAGE>

      IN WITNESS WHEREOF, each of the parties hereto has caused this Agreement
to be duly executed in its name and on its behalf, all as of the date first
above written.

                                 RAINBOW MEDIA SPORTS HOLDINGS, INC.


                                 By:  /s/ Marc Lustgarten
                                     ------------------------------------

                                 FOX SPORTS NET, LLC


                                 By:  /s/ Jay Itzkowitz
                                     ------------------------------------
<PAGE>

                                                                         ANNEX A


================================================================================


                          GENERAL PARTNERSHIP AGREEMENT

                        OF REGIONAL PROGRAMMING PARTNERS


================================================================================
<PAGE>

                                TABLE OF CONTENTS

                                                                            Page
ARTICLE I
     DEFINITIONS

ARTICLE II
     FORMATION OF GENERAL PARTNERSHIP
     2.1  Formation...........................................................17
     2.2  Name................................................................18
     2.3  Compliance with Partnership and Other Laws..........................18
     2.4  Principal Place of Business.........................................18
     2.5  Purpose.............................................................19
     2.6  Term of Partnership.................................................19
     2.7  Qualification in other Jurisdictions................................19
     2.8  Ownership of Property...............................................20

ARTICLE III
     PARTNERSHIP CAPITAL
     3.1  Capital Contributions...............................................20
     3.2  Failure to Make Capital Contributions...............................21
     3.3  Capital Accounts....................................................28
     3.4  Allocation of Items of Partnership Income,
            Gain, Loss, Deduction and Credit..................................31
     3.5  Distributions.......................................................36
     3.6  Partnership Funds...................................................37
     3.7  Borrowings..........................................................38

ARTICLE IV
     MANAGEMENT OF THE PARTNERSHIP
     4.1  Management of the Partnership's Business............................39
     4.2  Partners' Committee.................................................42
     4.3  Budget and Business Plan............................................44
     4.4  Limitation on Agency................................................46
     4.5  Managing Partner's Services and Expenses............................48
     4.6  Liability of Partners' Committee and
            Managing Partner..................................................48
     4.7  Indemnification.....................................................50
     4.8  Approved Agreements.................................................51
     4.9  Unanimous Actions by Partners.......................................52
     4.10  Removal of Managing Partner........................................55

ARTICLE V
     BOOKS AND RECORDS; REPORTS TO PARTNERS
     5.1  Books and Records...................................................57
     5.2  Financial Reports...................................................58
     5.3  Tax Returns and Information.........................................61

ARTICLE VI
     PLEDGES, TRANSFERS, ADMISSIONS, WITHDRAWALS
<PAGE>

                                                                            Page
                                                                            ----
     6.1  Transfer by Partners................................................66
     6.2  Buy-Out Procedure...................................................72
     6.3  Additional Provisions Relating to Transfer..........................76
     6.4  Effect of Attempted Transfer; Withdrawals
            and Admissions Generally..........................................79
     6.5  Tax Allocation Adjustments; Distributions
            After Transfer....................................................79
     6.6  Certain Affiliate Transferee Transactions
            Not Deemed Transfers..............................................80
     6.7  IPO-Call Procedure..................................................82

ARTICLE VII
     EVENTS OF DEFAULT
     7.1  Events of Default...................................................86
     7.2  Remedies of Non-Defaulting Partners.................................87

ARTICLE VIII
     DURATION AND TERMINATION OF THE PARTNERSHIP
     8.1  Events of Termination...............................................90
     8.2  Winding-Up..........................................................90
     8.3  Purchase Option Upon Bankruptcy of a Partner........................94

ARTICLE IX
     COVENANTS, REPRESENTATIONS AND WARRANTIES
     9.1  Compliance with Applicable Law......................................96
     9.2  No Restrictive Covenants............................................96
     9.3  Indemnification of Partners; Contribution...........................97
     9.4  Notice of Change in Control and Indirect
            Transfer..........................................................98

ARTICLE X
     MISCELLANEOUS
     10.1  Waiver of Partition................................................99
     10.2  Modification; Waivers..............................................99
     10.3  Entire Agreement..................................................100
     10.4  Severability......................................................100
     10.5  Notices...........................................................101
     10.6  Successors and Assigns............................................103
     10.7  Counterparts......................................................103
     10.8  Headings; Cross-references........................................103
     10.9  Construction......................................................104
     10.10  Property Rights; Confidentiality.................................104
     10.11  Non-Recourse.....................................................107
     10.12  Further Actions..................................................107
     10.13  Survival.........................................................108
     10.14  Governing Law....................................................108
     10.15  No Right of Set-Off..............................................108
     10.16  Expenses of the Parties..........................................108
     10.17  Unregistered Interests...........................................109


                                      -ii-
<PAGE>

                                                                            Page
                                                                            ----
ANNEXES

A    Approved Agreements of the Partnership
B    Budget and Business Plan
C    Form of Subordinated Note
D    Allocation Policy for Indirect Expenses


                                      -iii-
<PAGE>

            THIS GENERAL PARTNERSHIP AGREEMENT (the "Agreement") of Regional
Programming Partners, a general partnership organized under the laws of the
State of New York (the "Partnership"), made as of [insert Effective Date], is
entered into by and between Rainbow Regional Holdings, Inc., a Delaware
corporation ("Rainbow Partner"), and Fox Sports RPP Holdings LLC, a Delaware
limited liability company ("Fox/Liberty Partner").

                              W I T N E S S E T H:

            WHEREAS, Rainbow Partner and Fox/Liberty Partner desire to form the
Partnership to, among other things, own interests in regional sports programming
networks, programming networks of local interest and Madison Square Garden.

            WHEREAS, pursuant to the Formation Agreement, dated as of June 22,
1997, between Rainbow Media Sports Holdings, Inc. and Fox/Liberty Networks, LLC
(the "Formation Agreement"), Rainbow Partner is contributing its interests in
certain regional sports programming networks, programming networks of local
interest and Madison Square Garden and Fox/Liberty Partner is contributing cash,
in each case, to the Partnership in exchange for an Interest in the Partnership.

            WHEREAS, Rainbow Partner and Fox/Liberty Partner wish to set forth
their respective rights and obligations
<PAGE>

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


                                      -2-
<PAGE>

      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. For purposes of this
      definition, (x) so long as Liberty owns, directly or indirectly, an
      interest in Fox/Liberty Partner, any Affiliate of Fox/Liberty Partner
      shall be deemed an Affiliate of Liberty, and Liberty shall be deemed an
      Affiliate of Fox/Liberty Partner and any Affiliate of Liberty shall be
      deemed an Affiliate of Fox/Liberty Partner, (y) so long as Fox owns,
      directly or indirectly, an interest in Fox/Liberty Partner, any Affiliate
      of Fox/Liberty Partner shall be deemed an Affiliate of Fox, and Fox shall
      be deemed an Affiliate of Fox/Liberty Partner and any Affiliate of Fox
      shall be deemed an Affiliate of Fox/Liberty Partner, and (z) Twentieth
      Holdings Corporation and its Subsidiaries shall be deemed to be Affiliates
      of Fox. 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, (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, and (iii) neither Liberty or its Affiliates (other than
      Liberty Partner) on the one hand nor Fox or its Affiliates (other than
      Liberty Partner) on the other hand shall be deemed to be an "Affiliate" of
      the other solely by virtue of their ownership of Fox/Liberty Partner.

            Affiliate Transferee: As defined in Section 6.6(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


                                      -3-
<PAGE>

      the Offered Interest and the denominator of which is equal to the Fair
      Market Value of all such property to be sold.

            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 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


                                      -4-
<PAGE>

            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).

            Budget: At any time, the then-effective annual operating and capital
      budget for the Partnership. The 1997 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, 1997 through December 31, 2001, a copy of which is annexed
      hereto as Annex B, or the then-effective five-year business plan for the
      Partnership.

            Buying Partners: As defined in Section 6.2(a).

            Buy-Out Closing Date: As defined in Section 6.2(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/Liberty Partner gives a
      notice to remove the Managing Partner pursuant to Section 4.10.

            Buy-Out Price: As defined in Section 6.2(b).

            Buy-Out Procedure: As defined in Section 6.2.

            Buy-Out Trigger: The date on which Fox/Liberty 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


                                      -5-
<PAGE>

      pursuant to Section 4.9 with knowledge that no reasonable Partner would
      approve such matter.

            Call Price: As defined in Section 6.7(b).

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

            Cash Flow Businesses: (i) Each business (other than those referred
      to in clause (ii)) of the Partnership, or in which the Partnership has a
      direct or indirect investment, that produces positive Free Cash Flow for
      the relevant period and (ii) Madison Square Garden LP and each regional
      sports programming business in which the Partnership has a direct or
      indirect interest.

            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; (ii) Fox/Liberty Partner as
      a result of a change, shift or transfer of Control with respect to Liberty
      or any Person Controlling Liberty; or (iii) Fox/Liberty 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).

            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.

            Corporation: a Person succeeding to the business of the Partnership
      by merger or otherwise for the purpose of facilitating an Initial Public
      Offering, the


                                      -6-
<PAGE>

      ownership of which immediately following such reorganization or
      restructuring is in the same relative proportion to the Sharing
      Percentages of the Partners immediately prior thereto; provided, that the
      securities issued to each Partner are of the same class of securities to
      be issued in the Initial Public Offering.

            CSC: Cablevision Systems Corporation, a Delaware corporation.

            Current Market Price: Shall mean, per share or unit of Marketable
      Securities on any date specified, the average of the daily market prices
      of such Marketable Securities for the 20 consecutive Business Days ending
      on the second Business Day prior to such date. The daily market price of
      Marketable Securities on any Business Day will be (a) the last sale price
      on such day on the principal stock exchange on which such share or unit of
      Marketable Securities is then listed or admitted to trading (including the
      Nasdaq National Market System if such Marketable Securities are admitted
      to trading thereon), or (b) if no sale takes place on such date on any
      exchange on which such share or unit of Marketable Securities is listed or
      admitted to trading, the average of the reported closing bid and asked
      prices on such day as officially noted on any exchange.

            Damages: As defined in Section 7.2.

            Defaulting Partner: As defined in Section 7.1(a).

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

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

            Effective Date: [insert the Closing Date of the transactions
      contemplated by the Formation Agreement].

            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


                                      -7-
<PAGE>

      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. For purposes
      of valuing Partnership Interests under Sections 6.2 and 6.7, an Appraiser
      shall assume that there shall remain in place long term affiliation
      agreements between Cablevision Systems Corporation and SportsChannel
      Chicago Associates, SportsChannel Ohio Associates, SportsChannel New York
      Associates and Madison Square Garden L.P.

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

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

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

            Fox/Liberty Partner: Fox Sports RPP Holdings LLC, a Delaware limited
      liability company.

            Free Cash Flow: Earnings before interest expense, taxes,
      depreciation and amortization (adjusted to reflect cash payments in excess
      of book expenses) plus capital expenditures for the relevant Person for
      such period on an unconsolidated basis.

            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.


                                      -8-
<PAGE>

            Initial Capital Account Balance: The Initial Capital Account Balance
      of each Partner shall be as follows:

            Rainbow Partner:                   $1,275,000,000
            Fox/Liberty Partner:               $  850,000,000

            Initial Public Offering: As to the Partnership or the Corporation,
      an initial public offering of the securities of the Partnership or the
      Corporation pursuant to a registration statement filed pursuant to the
      Securities Act of 1933 that results in a class of securities of the
      Partnership or the Corporation being required to be registered pursuant to
      Section 12 of the Securities Exchange Act of 1934.

            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.

            IPO-Call Closing Date: As defined in Section 6.7(d).

            IPO-Call Notice: As defined in Section 6.7(a).

            IPO-Call Notice Window: (i) the 30 days following the fifth
      anniversary of the Effective Date, (ii) the 30 days following each third
      anniversary of the fifth anniversary of the Effective Date, (iii) the 30
      days following receipt of notice of the initiation of any Buy-Out
      Procedure; provided that in every case there shall not be an IPO-Call
      Notice Window if an Initial Public Offering of the Partnership or the
      Corporation has occurred prior to such date.

            IPO-Call Procedure: As defined in Section 6.7(a).

            Liberty: Liberty Media Corporation, a Delaware corporation, and any
      entity succeeding to all or substantially all of its assets.

            Losses: As defined in Section 3.4(a).

            MSG: Madison Square Garden, L.P., a Delaware limited partnership.

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


                                      -9-
<PAGE>

            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.

            Marketable Securities: Shall mean registered securities of a Person
      that are freely tradeable without federal securities laws restrictions and
      that are listed on a national securities exchange in the United States of
      America or are authorized for inclusion in the Nasdaq National Market
      System, and which represent less than 50% of the securities of such class
      and securities convertible or exchangeable into such class.

            Material Asset: (i) any interest in a Regional (as defined in the
      Formation Agreement), (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 $25 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-Cash Flow Business: Each business of the Partnership or in which
      the Partnership has a direct or indirect investment that is (i) not
      included in the definition of Cash Flow Business, and (ii) the acquisition
      or formation of which was not in the initial Budget or approved by all the
      Partners.


                                      -10-
<PAGE>

            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.

            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/Liberty 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
      6.3(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.


                                      -11-
<PAGE>

            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 & 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 The Chase Manhattan Bank, 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.

            Profits: As defined in Section 3.4(a).

            Rainbow Partner: Rainbow Regional Holdings, Inc., a Delaware
      corporation.

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

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


                                      -12-
<PAGE>

            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.

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

            Restrictive Covenants: As defined in Section 9.2.

            RMH: Rainbow Media Holdings, Inc., a Delaware corporation, and any
      entity succeeding to all or substantially all of its assets.

            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 purposes described in Section 4.9(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/Liberty Partner:               40%

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

            TCI: Tele-Communications, Inc., a Delaware corporation.

            Term: As defined in Section 2.3.

            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,


                                      -13-
<PAGE>

      hypothecation, pledge or encumbrance to any unaffiliated third party
      lender in a financing transaction.

            Transfer Agreement: The Partnership Interest Transfer Agreement,
      dated as of April 15, 1997, by and among ITT Corporation, ITT Eden
      Corporation, ITT MSG Inc., CSC, RMH, Rainbow Garden Corp., Garden L.P.
      Holding Corp., MSG Eden Corporation and MSG.

            Undistributed Cash: For any period, 25% of the excess of
      "attributable" positive Free Cash Flow of each Cash Flow Business, over
      the "attributable" negative Free Cash Flow of each of the Non-Cash Flow
      Businesses. "Attributable" for purposes of this definition means the
      Partnership's percentage interest in the profits and income of the
      relevant business.

                                   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/Liberty 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


                                      -14-
<PAGE>

      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 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 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


                                      -15-
<PAGE>

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, legal title to all assets, rights and property, whether real,
personal or mixed, owned by the Partnership (collectively,


                                      -16-
<PAGE>

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 6.2(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 the Budget 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 in any calendar month.

            (b) All capital contributions 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).


                                      -17-
<PAGE>

            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 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


                                      -18-
<PAGE>

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 product
of such Refusing Partner's Sharing Percentage and the total amount of such
capital call, 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


                                      -19-
<PAGE>

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
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 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) such


                                      -20-
<PAGE>

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(b), 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 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(b) 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


                                      -21-
<PAGE>

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 such
Refusing Partner and the Complying Partners the respective Sharing Percentages
they would have


                                      -22-
<PAGE>

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), 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, 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


                                      -23-
<PAGE>

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 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 Contribution reimbursed by a Refusing Partner
to a Contributing 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


                                      -24-
<PAGE>

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

            (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).


                                      -25-
<PAGE>

            (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 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.,


                                      -26-
<PAGE>

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


                                      -27-
<PAGE>

      equal to such Partner's share of the net decrease in Partnership Minimum
      Gain, determined in accordance with Treasury Regulations 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


                                      -28-
<PAGE>

      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
      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.


                                      -29-
<PAGE>

            3.5 Distributions.

            (a) Except as provided in Sections 6.2 or 6.7, 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, distribute cash to the Partners in amounts that the
Managing Partner determines are in excess of the amounts reasonably necessary
for the continued efficient operation of the business of the Partnership,
including reasonable reserves; provided, that (i) subject to the Managing
Partner's discretion to retain amounts necessary for the continued efficient
operation of the business of the Partnership in accordance with this Section
3.5(b), such distributions shall be made not less often than quarterly and (ii)
the Managing Partner shall be permitted in its sole discretion to retain
Undistributed Cash and the Managing Partner shall be permitted to use in any
fiscal year all Undistributed Cash for such fiscal year that the Managing
Partner reasonably believes will be available for such fiscal year,


                                      -30-
<PAGE>

for purposes that are unrelated to the Partnership's business (as it shall
determine, such determination to be made in accordance with Section 4.1 hereof),
so long as such use is generally related to the media or entertainment business,
subject only to Section 2.5. To the extent that Undistributed Cash is not used
in any fiscal year, such unused amount shall not be carried forward for use in
any subsequent year. To the extent that the Managing Partner expends
Undistributed Cash in excess of that available for a fiscal year, such amount
will be deducted from Undistributed Cash for the next fiscal year. Any such
distributions shall be made in accordance with the Partners' Sharing
Percentages. The Partnership shall repay principal and accrued interest on
Partners' 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.
The Managing Partner shall also act to cause distributions of cash from the
businesses in which the Partnership has a Controlling interest, on a basis
similar to the foregoing policy, subject to applicable legal, contractual and
fiduciary constraints.

            (c) For purposes of Sections 3.2(b) and 6.2(b), distributions shall
be deemed made first from profits and then from capital.

            3.6 Partnership Funds. The funds of the Partnership shall be
deposited in such bank accounts or invested in


                                      -31-
<PAGE>

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 Partners' 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'


                                      -32-
<PAGE>

Committee, the business and 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


                                      -33-
<PAGE>

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

            Nothing in this Agreement shall (i) limit any action or require any
action which is inconsistent with the terms of any partnership agreement,
limited liability company agreement (or similar document) relating to a
Contributed Business (as defined in the Formation Agreement) that includes one
or more outside partners or investors (other than Affiliates of Rainbow Partner
and Fox/Liberty Partner) or is inconsistent with the fiduciary or other
obligations of any partner therein and a Partner shall not be in breach of this
Agreement if acting or failing to act in reliance on this sentence, (ii) prevent
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,


                                      -34-
<PAGE>

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, or (iii) permit any Partner other
than the Managing Partner to exercise any management or voting rights (including
any veto rights) with respect to SportsChannel Florida Associates, MSG, the New
York Rangers professional hockey team and the New York Knickerbockers
professional basketball team.

            4.2 Partners' Committee. Each of Fox/Liberty Partner and Rainbow
Partner shall designate two individuals 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/Liberty 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


                                      -35-
<PAGE>

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 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


                                      -36-
<PAGE>

removes one or both 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.

            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, 1998, (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


                                      -37-
<PAGE>

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, including,
without limitation, confidentiality and fiduciary restrictions with respect to
SportsChannel Florida Associates, MSG, the New York Rangers professional hockey
team and the New York Knickerbockers professional basketball team. In addition,
the Managing Partner shall meet with the Partners' Committee to discuss such
Budget and Business Plan. Budgets and Business Plans submitted to the Partners'
Committee shall


                                      -38-
<PAGE>

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


                                      -39-
<PAGE>

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 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


                                      -40-
<PAGE>

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,
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,


                                      -41-
<PAGE>

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 attend such conferences,
discovery proceedings, hearings, trials and appeals as may reasonably be
requested in connection


                                      -42-
<PAGE>

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;

            (ii) to admit any Person as a Partner in the Partnership except as a
      result of a Transfer permitted by this Agreement;

            (iii) to merge or consolidate the Partnership with any other Person,
      other than in connection with an Initial Public Offering;

            (iv) to dissolve and wind up the Partnership other than in
      connection with an Initial Public Offering, except as otherwise provided
      in Sections 8.1 and 8.2;


                                      -43-
<PAGE>

            (v) to Transfer all or substantially all of the assets of the
      Partnership other than in connection with an Initial Public Offering; or

            (vi) to make any capital calls other than the capital calls relating
      to (a) the exercise of the rights or satisfaction of obligations to
      purchase, or cause MSG to redeem, limited partnership interests in MSG
      pursuant to the Transfer Agreement, (b) the exercise of the rights or
      satisfaction of obligations to purchase interests in SportsChannel Chicago
      Associates or SportsChannel Pacific Associates from the other partners in
      such partnerships or (c) any other investments or disbursements referenced
      in a writing between the parties hereto dated the date of the Formation
      Agreement referring to this Section;

            (vii) to purchase or sell any Material Asset of the Partnership
      other than (a) transactions related to the sale of a direct or indirect
      interest in a Region in connection with the acquisition of major
      professional sports programming rights or (b) any other purchase or sale
      of a Material Asset referenced in a writing between the parties dated the
      date of the Formation Agreement referring to this Section; provided, that
      nothing in this clause (vii) shall limit the Managing Partner's ability to
      purchase any Material Asset with the Partnership's Undistributed Cash;

            (viii) to directly acquire any substantial interest or participation
      in any other Person other than (a) a reorganization or restructuring
      transaction relating to one or more of the Contributed Businesses or (b)
      any acquisition of an interest referenced in a writing between the parties
      hereto dated the date of the Formation Agreement referring to this
      Section; provided, that nothing in this clause (viii) shall limit the
      Managing Partner's ability to acquire any substantial interest or
      participation in any other Person with the Partnership's Undistributed
      Cash; or

            (ix) to incur indebtedness other than indebtedness for borrowed
      money of the Partnership relating to (a) the exercise of the rights or
      satisfaction of obligations to purchase, or cause MSG to redeem, limited
      partnership interests in MSG pursuant to the Transfer Agreement, (b) the
      exercise of rights or satisfaction of obligations to purchase interests in
      SportsChannel Chicago Associates or SportsChannel Pacific Associates from
      the other partners in such partnerships, (c) the


                                      -44-
<PAGE>

      direct or indirect acquisition of programming rights relating to
      professional sports, (d) any other investments or disbursements referenced
      in writing between the parties hereto dated the date of the Formation
      Agreement referring to this Section, or (e) 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 such Related Party
Transaction is approved by each Partner or is on an Arm's-length basis when
compared to similar types of transactions. 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 5 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
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.


                                      -45-
<PAGE>

            If the Partnership is presented with an Option with respect to a New
Development Interest under Section 8.3 of the Formation Agreement or the
opportunity to acquire Regional Nonsports Programming or a Regional Nonsports
Interest under Section 8.4 of the Formation Agreement, and if the Managing
Partner recommends that the Partnership exercise such Option or pursue such
opportunity, no other Partner that is the party making such Offer or an
Affiliate thereof may exercise its rights under this Section 4.9 to block such
transaction.

            (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)(v) or 4.9(a)(vi), and before this
Agreement may be amended in any respect that could reasonably be expected to
materially adversely affect such Forfeited Partner.

            (c) The Managing Partner shall not take any actions, or permit the
taking of any actions at SportsChannel Chicago, SportsChannel Pacific and
SportsChannel Prism Associates (so long as the Partnership does not own all of
the partnership interests therein) which would have required a unanimous
decision under this Section 4.9 if taken by the Partnership, except that the
Partnership shall not be deemed to be a Related Person of such other partnership
for purposes of the penultimate paragraph of


                                      -46-
<PAGE>

Section 4.9(a). Subject to fiduciary and contractual obligations to third party
partners, stockholders and investors in partnerships and other businesses in
which the Partnership has an interest, the Managing Partner, to the extent it
Controls such partnerships and other businesses, shall not permit such
partnerships or other businesses to enter into instruments creating or
evidencing indebtedness of such partnership or other business which restrict or
eliminate the right of such partnerships or other businesses to make
distributions to the Partnership; provided that this sentence shall not apply to
such instruments or agreements which evidence indebtedness incurred by such
partnership or other business solely for one or more of the purposes described
in Section 4.9(ix).

            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 any other Partner (other than a Defaulting Partner) by written notice by the
requesting 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 is the Managing Partner and
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.


                                      -47-
<PAGE>

            Upon the removal of the Managing Partner, a new Managing Partner
shall be appointed from among the Partners 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 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'


                                      -48-
<PAGE>

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; provided, that Fox/Liberty Partner shall not have
the right to examine, inspect or copy any records relating to SportsChannel
Florida Associates, the New York Rangers professional hockey team or the New
York Knickerbockers professional basketball team or which is subject to a
confidentiality or fiduciary obligation. 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
required by Section 10.11 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.


                                      -49-
<PAGE>

            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 report
furnished after the close of the Fiscal Year, shall be audited by the
Partnership's independent certified public accountants. The


                                      -50-
<PAGE>

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 (i)
that is subject to a confidentiality or fiduciary obligation or (ii) with
respect to SportsChannel Florida Associates, the New York Rangers professional
hockey team or the New York Knickerbockers


                                      -51-
<PAGE>

professional basketball team other than a statement of the aggregate net income
(loss) of the New York Knickerbockers or the New York Rangers. The Partnership
will initially engage KPMG Peat Marwick LLP as its independent certified public
accountants. The Partnership shall bear the cost of each annual audit and,
except as otherwise provided in Section 4.6, the cost of any other services
furnished to the Partnership by its independent certified public accountants as
provided herein.

            5.3 Tax Returns and Information.

            (a) Until further action by the Partners' Committee, the Managing
Partner is designated as Tax Matters Partner under ss.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 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. If an administrative proceeding with
respect to a partnership item under the Code has begun, and the Tax Matters
Partner so requests, each Partner will give notice to the Tax Matters


                                      -52-
<PAGE>

Partner of its treatment of any partnership item on its federal income tax
return, if any, which is inconsistent with the treatment of that item on the
partnership return for the Partnership. Any settlement agreement with the
Internal Revenue Service will be binding upon the Partners only as provided in
the Code. 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 partnership item will give notice to the other
Partners of such settlement agreement and its terms within 30 days after the
date of settlement. If the Tax Matters Partner does not file a petition for
readjustment of the partnership items in the Tax Court, federal District Court
or Claims Court within the 90-day period following a notice of a final
partnership administrative adjustment, any notice partner or 5-percent group (as
such terms are defined in the Code) may institute such action within the
following 60 days. The Tax Matters Partner will timely give notice to the other
Partners in writing of its decision. Any notice partner or 5-percent group will
give notice to the other Partners of its filing of any petition for
readjustment.

            (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


                                      -53-
<PAGE>

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 if it deems such election to be in the best interests of the
Partnership or of any Partner. 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 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


                                      -54-
<PAGE>

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), 6.2, 6.6,
6.7 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 of such Partner
or an Indirect


                                      -55-
<PAGE>

Transfer as to such Partner, and any such Transfer shall be void and of no force
or effect.

            (b) Other than in connection with Transfers pursuant to Section 6.2,
6.6, 6.7 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 of such Partner or an Indirect Transfer as to 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 Selling 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


                                      -56-
<PAGE>

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 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). Within 15
days after the receipt of such offer notice such Offeree shall give notice that
it accepts or rejects such offer in writing, and, if it 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


                                      -57-
<PAGE>

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/Liberty 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/Liberty 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


                                      -58-
<PAGE>

90-day period, then the Selling Partner 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 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 6.6, 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 the first
sentence of Section 6.1(a), the Interest deemed Transferred shall continue to be
subject to all the provisions of this Agreement and,


                                      -59-
<PAGE>

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

            6.2 Buy-Out Procedure.

            (a) The procedure set forth in this Section 6.2 (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 each other Partner.

            (b) For 45 days after receipt of the notice of Rainbow Partner given
pursuant to Section 6.2(a), Rainbow Partner, on the one hand, and Fox/Liberty
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


                                      -60-
<PAGE>

30 days after its selection, the third Appraiser shall determine the value of
the Interests held by Fox/Liberty Partner by determining the Fair Market Value
of all of the Interests and multiplying such Fair Market Value by the Sharing
Percentage of Fox/Liberty 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/Liberty Partner shall be obligated to sell, all of the
Interests in the Partnership owned by Fox/Liberty Partner for a purchase price
(the "Buy-Out Price") equal to the greater of (i)(A) $2,125,000,000 (increased
by all capital contributions and reduced by all distributions of capital) times
the Sharing Percentage of Fox/Liberty Partner as in effect at the commencement
of the Buy-Out Procedure plus (B) a rate of return on the amount in clause (A)
at a per annum rate equal to 8% calculated on the basis of a year of 360 days;
or (ii) 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/Liberty 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


                                      -61-
<PAGE>

Fox/Liberty Partner of a notice from Rainbow Partner pursuant to Section 6.2(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 Section 6.2(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 6.2 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/Liberty 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


                                      -62-
<PAGE>

such approval is obtained but in any event not more than 180 days after the
election or deemed election pursuant to Section 6.2(a). At such closing,
Fox/Liberty 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. Unless otherwise agreed by
Rainbow Partner and Fox/Liberty Partner, 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/Liberty 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/Liberty Partner, by the Interest purchased, maturing on the third
anniversary of the Buy-Out Closing Date and bearing interest, payable
semi-annually, at a rate per annum equal to the Prime Rate plus one-half of one
percent (1/2%).

            6.3 Additional Provisions Relating to Transfer.

            (a) In the case of any Transfer under Section 6.1, 6.2, 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 agree-


                                      -63-
<PAGE>

      ments 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 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. 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, 6.2, 6.7 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 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


                                      -64-
<PAGE>

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.

            (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


                                      -65-
<PAGE>

Partnership or as between a Transferring Partner and the 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.

            (f) Upon completion of any Transfer pursuant to Section 6.1, 6.2,
6.7 or 8.3 or a change of ownership in compliance with Section 6.6(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
Section 6.3.

            6.4 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.

            6.5 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


                                      -66-
<PAGE>

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.

            6.6 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 sale, assignment,
transfer or other disposition 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 (i)
the same Person owns more than a Minimum Interest in both the transferor and the
transferee immediately prior to the transaction in question or (ii) Fox,
Twentieth Holdings Corporation or Liberty collectively own all of the direct or
indirect interests in both the transferor and the transferee immediately prior
to the transaction in question. Fox/Liberty Partner hereby agrees to consult in
good faith with Rainbow Partner prior to engaging in any transaction which has
the effect of reallocating between Fox and Liberty their direct or indirect
ownership interests in the Partnership.

            (b) Notwithstanding anything in this Agreement to the contrary, none
of the following transactions shall be


                                      -67-
<PAGE>

deemed to constitute a direct or indirect sale, assignment, transfer or other
disposition 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 stockholders of RMH as a class (it
being understood that such transfer may include the transfer to different
classes of stockholders of RMH of different classes of equity interests
reflecting the same relative rights and privileges as the different classes of
stock of RMH) or to any group of public equity holders (including, without
limitation, a transfer by means of a registered public offering).

            6.7 IPO-Call Procedure. (a) The procedure set forth in this Section
6.7 (the "IPO-Call Procedure") may be initiated by Fox/Liberty Partner during
any IPO-Call Notice Window. Such IPO-Call Procedure shall be initiated by
written notice (the "IPO-Call Notice") from Fox/Liberty Partner to Rainbow
Partner in accordance herewith. Except as provided below, upon the giving of the
IPO-Call Notice, Rainbow Partner shall be obligated to purchase, and Fox/
Liberty Partner shall be obligated to sell, all (but not less than all) of the
Interests of Fox/Liberty Partner at


                                      -68-
<PAGE>

the Call Price (as defined below) in accordance with the terms hereof.

            (b) For 45 days after receipt of an IPO-Call Notice, Rainbow
Partner, on the one hand, and Fox/Liberty 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 such 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/Liberty Partner by determining
the Fair Market Value of all of the Interests and multiplying such Fair Market
Value by the Sharing Percentage of Fox/Liberty Partner (the "Call Price").
Within 30 days after determination of the Call Price, Rainbow Partner shall give
written notice to Fox/Liberty Partner of its election either (i) to purchase the
Interests of Fox/Liberty Partner for, at the election of Rainbow Partner, (A) a
number of Marketable Securities of CSC or RMH (or any combination thereof)
calculated by dividing the Call Price by the Current Market Price of such
Marketable Securities, or (B) a promissory note of Rainbow Partner secured,
pursuant to a pledge or collateral assignment agreement in form reasonably
acceptable to Fox/Liberty Partner, by the Interest purchased,


                                      -69-
<PAGE>

maturing on the third anniversary of the IPO-Call Closing Date and bearing
interest, payable semi-annually, at a rate per annum equal to the Prime Rate
plus one-half of one percent (1/2%) in aggregate principal amount equal to the
Call Price or (ii) to consummate an Initial Public Offering of the Partnership
or the Corporation within 180 days of the IPO Call Notice. If a purchase of
Interests is to be effected pursuant to this Section, at Fox/Liberty Partner's
request, the parties shall negotiate in good faith to structure the transaction
as a tax-free transaction, provided, that (i) Fox/Liberty Partner will not be
required to accept, in exchange for its Interests, securities which are not
Marketable Securities, (ii) structuring the transaction in such a manner as
shall not cause any adverse consequences to Rainbow Partner or the issuer of
such Marketable Securities, and (iii) Rainbow Partner shall not be required to
change its election with respect to the Marketable Securities being issued.
Securities issued in such transaction may be voting, nonvoting or convertible
into voting securities at the election of the issuer.

            (c) Rainbow Partner may elect to have its purchase effected by a
Designee and, if Fox/Liberty 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


                                      -70-
<PAGE>

provided in this Agreement during the pendency of and unaffected by the IPO-Call
Procedure.

            (d) In the event that an Initial Public Offering of the Partnership
or the Corporation is not consummated within 180 days after the determination of
the Call Price, the closing of any purchase and sale of an Interest under this
Section 6.7 shall be held at a mutually acceptable place on a mutually
acceptable date (the "IPO-Call Closing Date") not more than 180 days after the
date of determination of the Call Price; provided, that if any governmental
approvals are required to consummate such purchase and sale, the IPO-Call
Closing Date shall be the date on which the last such approval is obtained but
in any event not more than 240 days after the determination of the Call Price.
At such closing, Fox/Liberty 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.

            (e) In order to effectuate an Initial Public Offering,
notwithstanding Section 4.9, Rainbow Partner shall be permitted to effect a
reorganization or restructuring of the Partnership into the Corporation, without
any consent of any other Partner.


                                      -71-
<PAGE>

                                   ARTICLE VII

                                EVENTS OF DEFAULT

            7.1 Events of Default.

            (a) 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 6.1, 6.2 or 6.3 but excluding any failure to meet any capital
      call) or a material term or condition of any Approved Agreement (or
      Section 8.2, 8.3, 8.4 or 8.5 of the Formation 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, 8.3, 8.4 or 8.5 of the Formation
      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.


                                      -72-
<PAGE>

            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:

            (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


                                      -73-
<PAGE>

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 time period provided in the preceding paragraph
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


                                      -74-
<PAGE>

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

                  (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:


                                      -75-
<PAGE>

                  (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 businesslike 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);

                (iii) to pay the accrued and unpaid interest and unpaid
             principal amount of Partner's


                                      -76-
<PAGE>

             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 Partners' Loans and Capital Contributions),
      then such additional


                                      -77-
<PAGE>

      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.

                  (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


                                      -78-
<PAGE>

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 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


                                      -79-
<PAGE>

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 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


                                      -80-
<PAGE>

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.


                                      -81-
<PAGE>

            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


                                      -82-
<PAGE>

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

            10.3 Entire Agreement. 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.


                                      -83-
<PAGE>

            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/Liberty Partner:

                     Fox Sports Net, LLC
                     1440 South Sepulveda Blvd.
                     Suite 218
                     Los Angeles, CA  90025
                     Attention:  Tony Ball
                     Telecopy: (310) 445-4335

                     With copies to:

                     Liberty Media Corporation
                     8101 E. Prentice Avenue
                     Suite 500
                     Englewood, CO  80111
                     Attention:  President
                     Telecopy:  (303) 721-5415

                     and:

                     Tele-Communications, Inc.
                     5619 DTC Parkway
                     Englewood, CO  80111
                     Attention:  Legal Department
                     Telecopy:  (303) 488-3245

                     and:


                                      -84-
<PAGE>

                     Sherman & Howard L.L.C.
                     3000 First Interstate Tower North
                     633 Seventeenth Street
                     Denver, Colorado  80202
                     Attention:  Charles Y. Tanabe, Esq.
                     Telecopy:  (303) 298-0940

                     and:

                     The News Corporation Limited
                     1211 Avenue of the Americas
                     New York, New York  10036
                     Attention:  Arthur M. Siskind, Esq.
                         Senior Executive Vice President
                         and Group General Counsel
                     Telecopy:  (212) 768-2029

                     and:

                     Fox Television
                     10201 West Pico Boulevard
                     Los Angeles, California  90035
                     Attention:  Jay Itzkowitz, Esq.
                         Senior Vice President
                         Legal Affairs
                     Telecopy:  (310) 369-2572

                     and:

                     Squadron, Ellenoff, Plesent & Sheinfeld, LLP
                     551 Fifth Avenue
                     New York, New York  10176
                     Attention:  Joel Papernik, Esq.
                     Telecopy:  (212) 697-6686


                                      -85-
<PAGE>

                     If to Rainbow Partner:

                               c/o Rainbow Media Holdings, Inc.
                               150 Crossways Park West
                               Woodbury, N.Y. 11797

                               Attention: President

                     With a copy to Attention: Executive Vice President
                                    Legal and Business Affairs

                               cc:  Cablevision Systems Corporation
                                    One Media Crossways
                                    Woodbury, New York 11797

                                    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.

            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.


                                      -86-
<PAGE>

            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 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


                                      -87-
<PAGE>

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; (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; and (vii)
after the expiration of Section 9.5 hereof as to such Partner, in connection
with decisions to bid, or the formulation of a bid, for television programming
rights, such Partner may disclose confidential or proprietary information with
respect to the Partnership to any co-investors it may have in connection with
such bid or, if the bid is to be made through a corporate entity, to the board
of directors or executive officers of such entity; provided, that such party
shall be liable for any breach by such partner, director or executive officer of
any provision of this Section, it being understood that use of such information
in connection with


                                      -88-
<PAGE>

such bid shall not constitute a breach hereunder. 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 corporate 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 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 asserted or enforced against,
any such 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.


                                      -89-
<PAGE>

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


                                      -90-
<PAGE>

            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.


                                      -91-
<PAGE>

            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 LLC

                                     By
                                        -----------------------------
                                        Title:

                                     RAINBOW REGIONAL HOLDINGS, INC.

                                     By
                                        -----------------------------
                                        Title:


                                      -92-
<PAGE>

                                                                         ANNEX B

================================================================================


                          GENERAL PARTNERSHIP AGREEMENT

                           OF NATIONAL SPORTS PARTNERS


================================================================================
<PAGE>

                                TABLE OF CONTENTS
                                                                        Page

ARTICLE I     DEFINITIONS.................................................2

ARTICLE II    FORMATION OF GENERAL PARTNERSHIP
    2.1       Formation..................................................13
    2.2       Name.......................................................14
    2.3       Compliance with Partnership and Other Laws.................14
    2.4       Term.......................................................15
    2.5       Principal Place of Business................................15
    2.6       Purpose....................................................15
    2.7       Qualification in other Jurisdictions.......................15
    2.8       Ownership of Property......................................16

ARTICLE III PARTNERSHIP CAPITAL
    3.1       Capital Contributions......................................16
    3.2       Failure to Make Capital Contributions......................17
    3.3       Capital Accounts...........................................23
    3.4       Allocation of Items of Partnership Income,
              Gain, Loss, Deduction and Credit...........................25
    3.5       Distributions..............................................29
    3.6       Partnership Funds..........................................30
    3.7       Borrowings.................................................30

ARTICLE IV    MANAGEMENT OF THE PARTNERSHIP
    4.1       Management of the Partnership's Business...................31
    4.2       Partners' Committee........................................33
    4.3       Extraordinary Decisions....................................36
    4.4       Budget and Business Plan Approval..........................37
    4.5       Limitation on Agency.......................................41
    4.6       Managing Partner's Services and Expenses...................42
    4.7       Liability of Partners' Committee and Managing
              Partner....................................................43
    4.8       Indemnification............................................44
    4.9       Contracts with Related Persons.............................45
    4.10      Approved Agreements........................................49
    4.11      Unanimous Actions by Partners..............................50
    4.12      Removal of Managing Partner................................52

ARTICLE V     BOOKS AND RECORDS; REPORTS TO PARTNERS
    5.1       Books and Records..........................................53
    5.2       Financial Reports..........................................54
    5.3       Tax Returns and Information................................56

ARTICLE VI    PLEDGES, TRANSFERS, ADMISSIONS, WITHDRAWALS
    6.1       Transfer by Partners.......................................59
    6.2       Additional Provisions Relating to Transfer.................64
    6.3       Effect of Attempted Transfer; Withdrawals
<PAGE>

              and Admissions Generally...................................66
    6.4       Tax Allocation Adjustments; Distributions
              After Transfer.............................................67
    6.5       Certain Affiliate Transferee Transactions
              Not Deemed Transfers.......................................67
    6.6       IPO-Call Procedure.........................................69

ARTICLE VII   EVENTS OF DEFAULT
    7.1       Events of Default..........................................72
    7.2       Remedies of Non-Defaulting Partners........................73 

ARTICLE VIII  DURATION AND TERMINATION OF THE PARTNERSHIP
    8.1       Events of Termination......................................75
    8.2       Winding-Up.................................................76
    8.3       Purchase Option Upon Bankruptcy of a
              Partner....................................................78

ARTICLE IX    COVENANTS, REPRESENTATIONS AND WARRANTIES
     9.1      Compliance with Applicable Law.............................80
     9.2      No Restrictive Covenants...................................80
     9.3      Indemnification of Partners; Contribution..................81
     9.4      Notice of Change in Control and Indirect
              Transfer...................................................82

ARTICLE X     MISCELLANEOUS
     10.1     Waiver of Partition........................................82
     10.2     Modification; Waivers......................................83
     10.3     Entire Agreement...........................................83
     10.4     Severability...............................................84
     10.5     Notices....................................................84
     10.6     Successors and Assigns.....................................86
     10.7     Counterparts...............................................86
     10.8     Headings; Cross-references.................................86
     10.9     Construction...............................................86
     10.10    Property Rights; Confidentiality...........................87
     10.11    Non-Recourse...............................................89
     10.12    Further Actions............................................90
     10.13    Survival...................................................90
     10.14    Governing Law..............................................90
     10.15    No Right of Set-Off........................................90
     10.16    Expenses of the Parties....................................90
     10.17    Unregistered Interests.....................................91

ANNEXES
A    Approved Agreements of the Partnership
B    Budget and Business Plan
C    Form of Subordinated Note
D    Allocation Policy for Indirect Expenses


                                      -ii-
<PAGE>

            THIS GENERAL PARTNERSHIP AGREEMENT (the "Agreement") of National
Sports Partners, a general partnership organized under the laws of the State of
New York (the "Partnership"), made as of [insert Effective Date], is entered
into by and between Rainbow National Sports Holdings, Inc., a Delaware
corporation ("Rainbow Partner"), and Fox Sports NSP Holdings LLC, a Delaware
limited liability company ("Fox/Liberty Partner").

                              W I T N E S S E T H:
                              - - - - - - - - - -

            WHEREAS, Rainbow Partner and Fox/Liberty Partner desire to form the
Partnership, to, among other things, own and operate a national sports network
under the name "Fox Sports Net" ("Fox Sports").

            WHEREAS, pursuant to the Formation Agreement, dated as of June 22,
1997, between Rainbow Media Sports Holdings, Inc. and Fox/Liberty Networks, LLC
(the "Formation Agreement"), Rainbow Partner and Fox/Liberty Partner are
contributing certain programming interests to the Partnership.

            WHEREAS, Rainbow Partner and Fox/Liberty 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
<PAGE>

sufficiency of which are hereby acknowledged, the parties hereto intending to be
legally bound hereby agree as follows:

                                     ARTICLE

                                   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. For purposes of this
      definition, (x) so long as Liberty owns, directly or indirectly, an
      interest in Fox/Liberty Partner, any Affiliate of Fox/Liberty Partner
      shall be deemed an Affiliate of Liberty, and Liberty shall be deemed an
      Affiliate of Fox/Liberty Partner and any Affiliate of Liberty shall be
      deemed an Affiliate of Fox/Liberty


                                      -2-
<PAGE>

      Partner, (y) so long as Fox owns, directly or indirectly, an interest in
      Fox/Liberty Partner, any Affiliate of Fox/Liberty Partner shall be deemed
      an Affiliate of Fox, and Fox shall be deemed an Affiliate of Fox/Liberty
      Partner and any Affiliate of Fox shall be deemed an Affiliate of
      Fox/Liberty Partner and (z) Twentieth Holdings Corporation and its
      Subsidiaries shall be deemed to be Affiliated of Fox. 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, (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, and (iii)
      neither Liberty or its Affiliates (other than Liberty Partner) on the one
      hand nor Fox or its Affiliates (other than Liberty Partner) on the other
      hand shall be deemed to be an "Affiliate" of the other solely by virtue of
      their ownership of Fox/Liberty Partner.

            Affiliate Transferee: As defined in Section 6.6(a).

            Agreement: This Amended and Restated 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 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.

            Annual Maximum Amount: $250,000 (increased or decreased annually by
      a percentage equal to the percentage increase or decrease for the
      immediately preceding year in the Consumer Price Index).

            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


                                      -3-
<PAGE>

      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 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.


                                      -4-
<PAGE>

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

            Budget: At any time, the then-effective annual operating and capital
      budget for the Partnership, approved in the manner contemplated by Section
      4.4.

            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, 1997 through December 31, 2001, a copy of which is annexed
      hereto as Annex B, or the five-year business plan for the Partnership most
      recently approved by the Partners' Committee pursuant to Section 4.4, as
      the case may be.

            Buying Partners: As defined in Section 6.2(a).

            Call Price: As defined in Section 6.6(b).

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

            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; (ii) Fox/Liberty Partner as
      a result of a change, shift or transfer of Control with respect to Liberty
      or any Person Controlling Liberty; or (iii) Fox/Liberty 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).

            Consolidated Entity: Any entity in which the Partnership has an
      equity interest and the accounts of which are, in accordance with GAAP,
      consolidated with those of the Partnership for financial reporting
      purposes.


                                      -5-
<PAGE>

            Consumer Price Index: The Consumer Price Index - All Urban Consumers
      (All Items) published 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.

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

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

            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.

            Corporation: a Person succeeding to the business of the Partnership
      by merger or otherwise for the purpose of facilitating an Initial Public
      Offering, the ownership of which immediately following such reorganization
      or restructuring is in the same relative proportion to the Sharing
      Percentages of the Partners immediately prior thereto; provided, that the
      securities issued to each Partner are of the same class of securities to
      be issued in the Initial Public Offering.

            CSC: Cablevision Systems Corporation, a Delaware corporation.

            Current Market Price: Shall mean, per share or unit of Marketable
      Securities on any date specified, the average of the daily market prices
      of such Marketable Securities for the 20 consecutive Business Days ending
      on the second Business Day prior to such date. The daily market price of
      Marketable Securities on any Business Day will be (a) the last sale price
      on such day on the principal stock exchange on which such share or unit of
      Marketable Securities is then listed or admitted to trading (including the
      Nasdaq National Market System if such Marketable Securities are admitted
      to trading thereon), or (b) if no sale takes place on such date on any
      exchange on which such share or unit of Marketable Securities is listed or
      admitted to trading, the average of the reported closing bid and asked
      prices on such day as officially noted on any exchange.

            Damages: As defined in Section 7.2.


                                      -6-
<PAGE>

            Defaulting Partner: As defined in Section 7.1(a).

            Deferred Budget Decision: A circumstance in which Management
      Overhead allocated to the Partnership pursuant to Section 4.6 is being
      disputed or has otherwise not been definitively established and is the
      only remaining disputed or unestablished item with respect to a Proposed
      Budget.

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

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

            Disinterested Partner: As defined in Section 4.9(b).

            Effective Date: [insert the Closing Date of the transactions
      contemplated by the Formation Agreement].

            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).

            Extraordinary Decision: As defined in Section 4.3(b).

            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).


                                      -7-
<PAGE>

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

            Fox/Liberty Partner: Fox Sports NSP Holdings LLC, a Delaware limited
      liability company.

            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 each Partner shall be as follows:

                     Rainbow Partner:                    $50,000,000
                     Fox/Liberty Partner:                $50,000,000

            Initial Public Offering: As to the Partnership or the Corporation,
      an initial public offering of the securities of the Partnership or the
      Corporation pursuant to a registration statement filed pursuant to the
      Securities Act of 1933 that results in a class of securities of the
      Partnership or the Corporation being required to be registered pursuant to
      Section 12 of the Securities Exchange Act of 1934.

            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.

            IPO-Call Closing Date: As defined in Section 6.6(d).

            IPO-Call Notice: As defined in Section 6.6(a).

            IPO-Call Notice Window: (i) the 30 days following the fifth
      anniversary of the Effective Date and (ii) the 30 days following each
      third anniversary of


                                      -8-
<PAGE>

      the fifth anniversary of the Effective Date; provided that in every case
      there shall not be an IPO-Call Notice Window if an Initial Public Offering
      of the Partnership or the Corporation has occurred prior to such date.

            IPO-Call Procedure: As defined in Section 6.6(a).

            Liberty: Liberty Media Corporation, a Delaware corporation, and any
      entity succeeding to all or substantially all of its assets.

            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 of
      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 4.6.

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

            Marketable Securities: Shall mean securities of a Person that are
      freely tradeable without federal securities laws restrictions and that are
      listed on a national securities exchange in the United States of America
      or are authorized for inclusion in the Nasdaq National Market System, and
      which represent less than 50% of the total of securities of such class and
      securities convertible or exchangeable into such class.

            Maximum Amount: $1,000,000 (increased or decreased annually by a
      percentage equal to the percentage increase or decrease for the
      immediately preceding year in the Consumer Price Index).

            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


                                      -9-
<PAGE>

      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.

            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).

            Operating Income (Loss): For any period, the consolidated net income
      (loss) of the Partnership and the Consolidated Entities for such period
      attributable to continuing operations before income taxes, depreciation of
      plant, property and equipment, interest expense, interest income,
      amortization of goodwill and amortization of organization cost,
      amortization of step-ups, extraordinary items, any prior year adjustments,
      losses or gains from the sale of plants, divisions or other major items
      of property, adjustments arising from major changes in accounting methods,
      losses or gains on foreign exchange, bonuses and other periodic incentive
      compensation payments to officers and employees and other material and
      nonrecurrent expenses as determined in accordance with GAAP.

            Partner: Rainbow Partner, Fox/Liberty 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 Associate: As defined in Section 4.9(b).

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


                                      -10-
<PAGE>

            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
      6.3(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 & 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


                                      -11-
<PAGE>

      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 The Chase Manhattan Bank, 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.

            Profits: As defined in Section 3.4(a).

            Proposed Budget: As defined in Section 4.4(a).

            Proposed Business Plan: As defined in Section 4.4(a).

            Rainbow Partner: Rainbow National Sports Holdings, Inc., a Delaware
      corporation.

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

            Related Affiliation Agreement: As defined in Section 4.9(b).

            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.

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

            Restrictive Covenants: As defined in Section 9.2.

            RMH: Rainbow Media Holdings, Inc., a Delaware corporation, and any
      entity succeeding to all or substantially all of its assets.


                                      -12-
<PAGE>

            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
      approved by the Partners' Committee.

            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:                             50%
                Fox/Liberty Partner:                         50%

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

            TCI: Tele-Communications, Inc., a Delaware corporation.

            Term: As defined in Section 2.3.

            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.

                                     ARTICLE

                        FORMATION OF GENERAL PARTNERSHIP

            Formation.

            Pursuant to the terms and conditions contained in this Agreement,
      Rainbow Partner is hereby admitted to the Partnership as a Partner owning
      a 50% Sharing Percentage and Fox/Liberty Partner is hereby admitted as a
      Partner owning a 50% Sharing Percentage.

            The name and mailing address of each Partner and the amount credited
      to each Partner's Capital


                                      -13-
<PAGE>

      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.

                  Name. The name of the Partnership shall be National Sports
Partners or any other name designated by the Partners' Committee upon compliance
with all applicable laws.

                  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 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.


                                      -14-
<PAGE>

                  Term. 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.

                  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.

                  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.

                  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.


                                      -15-
<PAGE>

                  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, 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

                               PARTNERSHIP CAPITAL

                             Capital Contributions.

                  Unless otherwise agreed by all Partners, all capital
contributions (other than any initial capital contribution) shall be in cash
and, other than capital contributions due in accordance with the then-applicable
Budget, shall be approved by each Partner. Except as provided in Sections 4.3(a)
and 4.11, the Managing Partner shall from time to time during the Term give
notice to each Partner of any capital contribution due in accordance with the
then-applicable Budget 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


                                      -16-
<PAGE>

transmitted. There shall be no more than one capital call in any calendar month.

                  All capital contributions 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).

                  Failure to Make Capital Contributions. 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 the 15th day
after the Contribution Date therefor, any other Partner that is not a Refusing
Partner or a Forfeited 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


                                      -17-
<PAGE>

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 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").

                  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 product
of such Refusing Partner's Sharing Percentage and the total amount of such
capital call, 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


                                      -18-
<PAGE>

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 additional 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 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


                                      -19-
<PAGE>

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).

                  If at any time 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) 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 4.11(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(b), 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 Agreement (including its obligations with respect to required
additional capital contributions). The forfeiture by any Partner of certain of
its rights pursuant to this


                                      -20-
<PAGE>

Section 3.2(b) 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


                                      -21-
<PAGE>

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 Rainbow
Partner and the Complying Partners the respective Sharing Percentages they would
have had but for and solely based on the default of Rainbow 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 Rainbow Partner pursuant to Section
3.2(a), the full Make-up Amount shall be paid by Rainbow 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
Rainbow Partner through additional capital contributions, Rainbow 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


                                      -22-
<PAGE>

payment Rainbow Partner shall contribute the remainder (if any) of the Make-up
Amount to the Partnership.

                                Capital Accounts.
      
                  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 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 reimbursed by a Refusing Partner to a Contributing 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), and (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


                                      -23-
<PAGE>

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.

                  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.

                  Immediately prior to:

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

                  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 dis- 


                                      -24-
<PAGE>

position 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).

                  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.

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

                  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 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


                                      -25-
<PAGE>

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.

                  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.

                  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.

                  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:


                                      -26-
<PAGE>

                  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 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;

                  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


                                      -27-
<PAGE>

            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);

                  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 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;

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

                  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

                  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


                                      -28-
<PAGE>

           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.

                  Distributions.

                  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.

                  The Partnership shall, subject to any restrictions contained
in Senior Credit Agreements, distribute cash to the Partners in amounts that the
Managing Partner determines are in excess of the amounts reasonably necessary
for the continued efficient operation of the business of the Partnership,
including reasonable reserves; provided, that subject to the Managing Partner's
discretion to retain amounts necessary for the continued efficient operation of
the business of the Partnership in accordance with this Section 3.5(b), such
distributions shall be made not less often than quarterly. Any such
distributions shall be made in accordance with the Partners' Sharing Percentages
subject to the priorities set forth in Section 4.1. The


                                      -29-
<PAGE>

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.

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

                  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 Partners' Committee shall establish
a cash management plan pursuant to which the funds of the Partnership will be
managed.

                  Borrowings. Subject to any applicable approval required by
Section 4.3 or 4.11 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


                                      -30-
<PAGE>

Partnership may borrow funds in the form of Partner's Loans from any Partner or
any Related Person with respect to a Partner.

                                     ARTICLE

                          MANAGEMENT OF THE PARTNERSHIP

                  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 affairs of the Partnership shall be directed and
controlled by the Managing Partner. The Managing Partner shall manage the
business of the Partnership with the objective of achieving the following
actions in the following order of priority: (i) the return to the Partners of
their Capital Contributions, (ii) the return to the Partners of a 25% annual
profit margin in respect of the Partnership's national sports service carried by
the Regionals (as defined in the Formation Agreement), (iii) the distribution to
the Regionals of all profits in excess thereof in respect of the Partnership's
national sports service carried by the Regionals, in accordance with terms of
the affiliation agreements with such Regionals, and (iv) the distribution of all
funds available for distribution to the Partners in accordance with their
Sharing Percentages, and in all cases in a manner consistent with


                                      -31-
<PAGE>

the development plans and policy decisions reflected in the Business Plan and
the 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
4.6, the Managing Partner shall serve without compensation for its services.
Subject to any applicable provisions of Section 4.3 hereof, 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


                                      -32-
<PAGE>

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 Sections 4.3, 4.9 or 4.11, all arrangements for the employment of
managers, employees or agents on behalf of the Partnership that are Related
Persons with respect to any Partner shall be on an Arm's-length basis.

                  Partners' Committee. Each of Fox/Liberty Partner and Rainbow
Partner shall designate two individuals 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/Liberty Partner and Rainbow Partner shall have the right to one vote at such
meetings (except as otherwise provided below or 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 formulate fundamental
policy with respect to the Partnership's business. 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


                                      -33-
<PAGE>

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 be necessary to make
any Extraordinary Decision or 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.

                  Any Partner entitled to vote at a meeting of the Partners'
Committee shall have the right to call a meeting of the Partners' Committee by
giving 10 Business Days' prior notice of the time, date and location or means of
conducting such meeting to each other Partner. The presence or participation of
one representative designated hereunder by the number of Partners required to
authorize the action taken at such meeting shall constitute a quorum for the 
taking of any action; provided, that all Partners, regardless of whether all
Partners are entitled to vote, have received at least 10 Business Days' prior
notice of such meeting or have waived such notice. Except as otherwise provided
herein, any action required or permitted to be taken by the


                                      -34-
<PAGE>

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 4.12, until a new Managing Partner
shall have been appointed in accordance with Section 4.12, 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 or both 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.

                  Extraordinary Decisions. Subject to Section 4.11, except to
the extent any of the matters set forth below are specifically identified in the
then-applicable Budget or Business Plan, the Partnership and the Managing


                                      -35-
<PAGE>

Partner may take the following actions only with the prior approval of the
Partners' Committee:

                  Make any loan or other advance of money to, or guarantee any
            obligation of, any Person that is not a Partner or a Related Person
            with respect to a Partner, other than employee loans and advances
            and other than in the ordinary course of business.

                  Incur capital expenditures in any Fiscal Year (a) in
            connection with any single transaction or series of related
            transactions exceeding by more than $50,000 the amount authorized in
            the annual Budget approved by the Partners' Committee or (b) in an
            aggregate amount that exceeds by more than $250,000 the aggregate
            amount of capital expenditures authorized in the Budget.

                  Commence, abandon or settle any litigation, arbitration or
            other legal proceeding in the name of the Partnership or otherwise
            involving the Partnership which is not in the ordinary course of
            business or is likely to have a material impact on the Partnership
            or its business or involves claims by or against any governmental
            entity.

                  Adopt or change any accounting principle which will have a
            material effect on the Partnership's Operating Income or make any
            tax election (except an election under Section 754 of the Code made
            by the Tax Matters Partner) or adopt any position for purposes of
            any tax return that will have a material effect on any Partner.

                  Enter into any contract or other transaction (or series of
            related contracts or transactions) providing for payments (a) that
            in any Fiscal Year exceed the Annual Maximum Amount or (b) with a
            discounted present value (computed at an annual discount rate of
            15%) equal to or greater than the Maximum Amount.

                  Enter into any agreement that may be terminated or otherwise
            avoided by the other party thereto if the Managing Partner ceases to
            act as Managing Partner or ceases to be a Partner in, or to act as
            Managing Partner of the Partnership.

Each of the actions set forth above is referred to as an "Extraordinary
Decision".


                                      -36-
<PAGE>

                  Budget and Business Plan Approval.

                  The Managing Partner shall submit annually to the Partners'
Committee at least 90 days prior to the start of each Fiscal Year, beginning
with the Fiscal Year commencing January 1, 1998, (i) a proposed budget (the
"Proposed 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 for the Partnership 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 Proposed Budget and any contemplated borrowings of the
Partnership, (ii) a proposed revised five-year business plan (the "Proposed
Business Plan") for the Fiscal Year covered by the Proposed 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 Proposed Budget and Proposed Business Plan shall be
prepared on a basis consistent with the Partnership's audited financial
statements and GAAP. Prior to or simultaneously with the submission of such
Proposed Budget and Proposed Business Plan, the Managing Partner shall


                                      -37-
<PAGE>

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 Proposed Budget and Proposed
Business Plan. In addition, the Managing Partner shall meet with the Partners'
Committee to discuss such Proposed Budget and Proposed Business Plan.

                  Within 30 days after the submission of such Proposed Budget
and Proposed Business Plan, the Partners' Committee shall advise the Managing
Partner in writing whether it approves or disapproves of such Proposed Budget
and Proposed Business Plan. Proposed Budgets and Proposed Business Plans that
are approved by the Partners' Committee shall supersede any previously approved
Budget or Business Plan, as the case may be. The Partners hereby approve the
Business Plan and Budget for the 1997 Fiscal Year attached hereto as Annex B.
Except in the case of a Deferred Budget Decision, if a Proposed Budget or
Proposed Business Plan, as the case may be, is not approved by the Partners'
Committee, then the Managing Partner and the Partners' Committee shall attempt
to agree on a Proposed Budget or Proposed Business Plan, as the case may be. If
any item in a Proposed Budget or Proposed Business Plan requires expenditure of
funds in furtherance of any transaction or purpose referred to in Section 4.11,
such Proposed Budget or Proposed Business Plan


                                      -38-
<PAGE>

shall not be approved as to such item unless such item is approved by each
Partner that would have been required to approve such item under Section 4.11.

                  Except in the case of a Deferred Budget Decision, if a
Proposed Budget has not been approved by the Partners' Committee by January 1 of
any Fiscal Year, then until the Partners' Committee approves a Budget, the
Budget for such Fiscal Year shall be derived from the applicable year of the
Business Plan; provided that if such Fiscal Year is not included in an approved
Business Plan, then the Budget for such Fiscal Year shall be identical to the
Budget for the prior Fiscal Year, adjusted to reflect increases or decreases
resulting from:

                  the operation of escalation or de-escalation provisions in
      contracts in effect at the time of approval of the prior Fiscal Year's
      Budget solely as a result of the passage of time or the occurrence of
      events beyond the control of the Partnership to the extent such contracts
      are still in effect;

                  elections made in any prior Fiscal Year under contracts
      contemplated by the Budget for the prior Fiscal Year regardless of which
      party to such contracts makes such election;

                  increases or decreases in expenses attributable to the
      annualized effect of employee additions or reductions during the prior
      Fiscal Year contemplated by the Budget for the prior Fiscal Year;

                  interest expense attributable to any loans made to the
      Partnership (including Partner's Loans);

                  increased overhead expense in an amount equal to the
      percentage increase for the prior Fiscal Year in the Consumer Price Index
      multiplied by the total of overhead expenses reflected in the Budget for
      the prior Fiscal Year;


                                      -39-
<PAGE>

                  the effect of a decision made by the Partners' Committee in a
      prior Fiscal Year and not reflected in the Budget for such prior Fiscal
      Year;

                  reductions in affiliation revenues attributable to changes in
      ownership of networks, channels or systems subject to affiliation
      agreements;

                  the anticipated costs during such Fiscal Year for any legal,
      accounting and other professional fees or disbursements in connection with
      events or changes not contemplated at the time of preparation of the
      Budget for the prior Fiscal Year;

                  increases in expenses attributable to the effects of
      Extraordinary Decisions made in the prior Fiscal Year and not otherwise
      provided for above;

                  decreases in expenses attributable to nonrecurring items
      reflected in the prior Fiscal Year's Budget; and

                  decreases in revenues due, in whole or in part, to reductions
      in affiliation fees and advertising income resulting from the failure to
      enter into or renew any affiliation agreement because the Partners other
      than the Managing Partner objected to the rates proposed by the Managing
      Partner and the Managing Partner was unable thereafter to enter into or
      renew an affiliation agreement with the relevant affiliate at rates
      acceptable to such other Partners.

            Notwithstanding the foregoing, the aggregate amount of capital
expenditure items in any Budget established pursuant to this Section 4.4(b) for
any Fiscal Year shall be the amount projected for such Fiscal Year in the
Business Plan.

                  In the case of a Deferred Budget Decision, until the Partners'
Committee agrees on the allocation of Management Overhead, the Budget for the
Fiscal Year shall be determined by reference to the Proposed Budget as agreed to
by the Partners (other than with respect to the Management


                                      -40-
<PAGE>

Overhead allocation) and the Management Overhead allocation shall be as proposed
by the Managing Partner, subject to adjustments as provided in Section 4.6
hereof.

                  If a Proposed Business Plan is submitted for approval pursuant
to this Section 4.4 and is not approved by the Partners' Committee, the Business
Plan most recently approved by the Partners' Committee pursuant to this Section
shall remain in effect as the Business Plan. If a Proposed Budget is approved
pursuant to Section 4.4(a) but a corresponding Proposed Business Plan is not
approved pursuant to Section 4.4(a), the Business Plan then in effect shall be
deemed to be amended so that the Fiscal Year corresponding to the Fiscal Year
for which such Budget has been approved shall be consistent with such Budget.

                  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


                                      -41-
<PAGE>

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.

                  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 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


                                      -42-
<PAGE>

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.

                  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, provided


                                      -43-
<PAGE>

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

                  Indemnification. Any Person asserting a right to
indemnification under Section 4.5, Section 4.7 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


                                      -44-
<PAGE>

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 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.

                  Contracts with Related Persons. The Managing Partner shall in
all cases seek to enforce the rights of the Partnership under any existing or
future contract with a Related Person with respect to a Partner, including
without limitation the Related Affiliation Agreements, with the same level of
diligence and perseverance as a prudent manager would apply to the enforcement
of similar contracts in similar circumstances with unrelated parties and shall
not, without consent of the other Partners (which consent shall not be
unreasonably withheld), grant any material waiver of performance under any such
contract to or


                                      -45-
<PAGE>

in favor of such Related Person, unless such waiver is in the best interests of
the Partnership. Without limiting any other right of such other Partners set
forth herein, upon any failure by the Managing Partner to comply with the
provisions of the foregoing sentence, the other Partners, other than the Partner
as to which the Related Person is a Related Person, may, upon notice to the
Managing Partner, pursue in the name of the Partnership such remedies as may be
available against any such Related Person with respect to any such contract;
provided, that such other Partners, jointly and severally, indemnify the
Managing Partner and the Partnership for any losses or damages (including
attorneys' fees and disbursements) accruing to the Partnership as a result of
any judgment, decision, award or settlement adverse to the Partnership or such
other Partner in any action or proceeding commenced in connection with the
pursuit of such remedies.

                  The Partnership shall not take any action, including entering
into or amending any affiliation agreement, which would trigger a "most favored
nations" provision in any affiliation agreement (each a "Related Affiliation
Agreement") between the Partnership, on the one hand, and any Partner or an
Affiliate of any Partner or any Person managed by any of them or any Person in
which any of them, directly or indirectly, has an equity interest greater than
10% on a fully-diluted basis (each a "Partner Associate"),


                                      -46-
<PAGE>

on the other hand, unless either (i) such Partner Associate has effectively
waived in writing the benefit of such "most favored nations" provision in
connection with the action proposed to be taken by the Partnership or (ii) each
other Partner (other than a Forfeited Partner) that is not benefitted by, and
none of whose Partner Associates is benefitted by, such "most favored nations"
provision (a "Disinterested Partner") shall have approved such agreement.

                  From and after the time that under any Related Affiliation
Agreement a renewal rate is set pursuant to a formula based upon market rates
charged to other programming networks or cable operators, the Managing Partner
will consult with each Disinterested Partner, if any, prior to agreeing to or
amending the rates charged by or other amounts payable to the Partnership under
any affiliation agreement, other than any affiliation agreement with any Partner
Associate, that is or then would affect the renewal of such affiliation
agreement, and the Disinterested Partner(s) (which may include the Managing
Partner), acting by majority of the Sharing Percentages owned by all
Disinterested Partners, shall have the right to approve (which approval must be
in a writing delivered prior to the entering into or amendment of such
agreement) the rates to be charged to, or other amounts to be paid by, such
affiliate to the Partnership, which approval shall not be unreasonably withheld.


                                      -47-
<PAGE>

                  Notwithstanding any contrary provision in Section 4.3, no
provision in any affiliation agreement between the Partnership and any Partner
Associate may be amended or waived without the prior written consent of the
Disinterested Partner(s) (which may include the Managing Partner), acting by
majority in the Sharing Percentages owned by all Disinterested Partners, which
consent shall not be unreasonably withheld.

                  Without the prior written consent of each Partner, which shall
not unreasonably be withheld, the Partnership shall not file any notice,
exercise any election or take any other action which would directly (i) affect
the per-subscriber rate or any advertising make-up or similar compensation or
reimbursement amount to be paid to the Partnership by the applicable Partner
Associate under any Related Affiliation Agreement; (ii) entitle any Partner
Associate to exercise any right of termination as to any network subject to such
Related Affiliation Agreement or (iii) entitle any Partner Associate to more
than two minutes per hour of local advertising insertions in connection with any
major event, or any local advertising at any other time; or (iv) in the Managing
Partner's reasonable judgment, be reasonably likely, within a reasonable period
of time, to entitle any such Partner Associate to a payment from the Partnership
as a result of the distribution of the Partnership's programming in the same
market area in which such


                                      -48-
<PAGE>

Partner Associate operates, directly or indirectly, through parties other than
such Partner Associate; provided, that no such consent shall be required (a)
from a Forfeited Partner in respect of any of the matters described in clauses
(i) through (iv) above or (b) from the Partner or Partners whose Partner
Associate is the other party to the Related Affiliation Agreement in question in
respect of the matters described in clause (iv) above and provided, further,
that in the event any Partner fails to give its consent to any matter
contemplated in clause (iv) above, the Partnership may nevertheless give the
notice, exercise the election or take the action proposed to be given, exercised
or taken by the Partnership hereunder if the Partnership shall have received a
written opinion of nationally recognized outside counsel that the failure to
give such notice or exercise such election or take such action could result in a
significant risk of liability or adverse governmental action.

                  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.


                                      -49-
<PAGE>

Each Approved Agreement shall, for purposes of this Agreement, be deemed to be
on an Arm's-length basis.

                  Unanimous Actions by Partners. 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):

                  to amend this Agreement;

                  to admit any Person as a Partner in the Partnership except as
      a result of a Transfer permitted by this Agreement;

                  to merge or consolidate the Partnership with any other Person,
      other than in connection with an Initial Public Offering;

                  to lend or advance funds to any Related Person of a Partner
      other than pursuant to the Approved Agreements;

                  to borrow funds except to the extent specifically identified
      in the then-applicable Budget or Business Plan other than in the form of a
      Partner's Loan;

                  except for the entering into of Approved Agreements, to enter
      into or amend any agreement or arrangement with a Related Person of a
      Partner or any agreement or arrangement with a third party that is related
      to an agreement or arrangement between such third party and a Related
      Person of a Partner;

                  to dissolve and wind up the Partnership, other than in
      connection with an Initial Public Offering except as otherwise provided in
      Sections 8.1 and 8.2;

                  to Transfer all or substantially all of the assets of the
      Partnership, other than in connection with an Initial Public Offering;

                  to acquire, directly or indirectly, any substantial interest
      or participation in any other Person;


                                      -50-
<PAGE>

                  to make any capital call other than in accordance with an
      approved Budget;

                  to enter into, develop or acquire any new programming service
      except to the extent specifically identified in the then-applicable Budget
      or Business Plan; and

                  to effect a substantial change in the general theme of the
      programming of the Partnership so that it does not consist predominantly
      of national sports programming.

            If the Partnership is presented with the opportunity to acquire an
interest in a National Sports Service under Section 8.5 of the Formation
Agreement, no Partner that is the party making such Offer or an Affiliate
thereof may exercise its rights under this Section 4.11 or 4.3 to block such
transaction.

                  In addition to the approvals required under Section 4.11(a),
the prior written approval of any Forfeited Partner shall be required before any
of the actions referred to in Section 4.11(a)(iv), (v) or (vi) (unless in any
such case the actions in question are on an Arm's-length basis), Section
4.11(a)(vii) or (viii), and before this Agreement may be amended in any respect
that could reasonably be expected to adversely affect such Forfeited Partner.

                  Removal of Managing Partner. If (a) any Restricted Person
shall Control Fox or (b) Fox and Twentieth Holdings Corporation shall directly
or indirectly hold less than a Minimum Interest in Fox/Liberty Partner, the
Managing Partner may be removed as Managing Partner at the request of


                                      -51-
<PAGE>

any other Partner (other than a Defaulting Partner) by written notice by the
requesting Partner to the Managing Partner within 60 days of such event.

            Upon the removal of the Managing Partner, a new Managing Partner
shall be appointed from among the Partners 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 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 4.11.

                                     ARTICLE

                     BOOKS AND RECORDS; REPORTS TO PARTNERS

                  Books and Records.

                  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.


                                      -52-
<PAGE>

                  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
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.

                  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.


                                      -53-
<PAGE>

                  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 60 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 report
furnished after the close of the Fiscal Year, shall be audited by the
Partnership's independent certified public accountants. The


                                      -54-
<PAGE>

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 75 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, within 10 days after the end of each month provide any
other available financial information which any Partner reasonably requests. The
Partnership will initially engage Arthur Andersen LLP as its independent
certified public accountants. The Partnership shall bear the cost of each annual
audit and, except as otherwise provided in Section 4.6, the cost of any other
services furnished to the Partnership by


                                      -55-
<PAGE>

its independent certified public accountants as provided herein.

                          Tax Returns and Information.

                  Until further action by the Partners' Committee, the Managing
Partner is designated as Tax Matters Partner under ss.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 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. If an administrative proceeding with
respect to a partnership item under the Code has begun, and the Tax Matters
Partner so requests, each Partner will give notice to the Tax Matters Partner of
its treatment of any partnership item on its federal income tax return, if any,
which is inconsistent with the treatment of that item on the partnership return
for the Partnership. Any settlement agreement with the Internal Revenue Service
will be binding upon the Partners only as provided in the Code. The Tax Matters
Partner will not bind any other Partner to any extension of the statute


                                      -56-
<PAGE>

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
partnership item will give notice to the other Partners of such settlement
agreement and its terms within 30 days after the date of settlement. If the Tax
Matters Partner does not file a petition for readjustment of the partnership
items in the Tax Court, federal District Court or Claims Court within the 90-day
period following a notice of a final partnership administrative adjustment, any
notice partner or 5-percent group (as such terms are defined in the Code) may
institute such action within the following 60 days. The Tax Matters Partner will
timely give notice to the other Partners in writing of its decision. Any notice
partner or 5-percent group will give notice to the other Partners of its filing
of any petition for readjustment.

                  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 if it deems such


                                      -57-
<PAGE>

election to be in the best interests of the Partnership or of any Partner.
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.

                  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 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.

                  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


                                      -58-
<PAGE>

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.

                  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

                   PLEDGES, TRANSFERS, ADMISSIONS, WITHDRAWALS

                  Transfer by Partners.

                  Except for Transfers made pursuant to Section 6.1(b), 6.5, 6.6
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 of such Partner or an
Indirect Transfer as to such Partner, and any such Transfer shall be void and of
no force or effect.

                  Other than in connection with Transfers pursuant to Section
6.5, 6.6 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 of such Partner or an Indirect Transfer as to such Partner,


                                      -59-
<PAGE>

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 Selling 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 trans-


                                      -60-
<PAGE>

action). 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 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); provided that
if Rainbow Partner is purchasing any or all of the Offered Interest, 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
the Selling 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 the Selling Partner, by the Interest purchased,
maturing on the third anniversary of the date of such Transfer and bearing
interest, payable semi-


                                      -61-
<PAGE>

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 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 shall
be void and of no force or effect.

                  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


                                      -62-
<PAGE>

Transferred Interest shall continue to be subject to all the provisions of this
Agreement including, without limitation, the provisions of this Article VI.

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


                                      -63-
<PAGE>

                  Additional Provisions Relating to Transfer.

                  In the case of any Transfer under Section 6.1, 6.5, 6.6 or
8.3:

                  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 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. 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 4.6 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

                  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.


                                      -64-
<PAGE>

                  In connection with the Transfer of any Interest pursuant to
Section 6.1, 6.6 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 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.

                  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 4.5, 4.7 or 9.3.


                                      -65-
<PAGE>

                  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.

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

                  Upon completion of any Transfer pursuant to Section 6.1, 6.6
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
Section 6.2.

                  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


                                      -66-
<PAGE>

by this Agreement or with the written consent of the other Partners.

                  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.

                  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 sale,
assignment, transfer or other disposition 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 (i) the same Person owns more than a Minimum Interest in both
the transferor and the transferee immediately prior to


                                      -67-
<PAGE>

the transaction in question or (ii) Fox, Twentieth Holdings Corporation or
Liberty collectively own all of the direct and indirect interests in the
transferor and the transferee immediately prior to the transaction in question.
Fox/Liberty Partner hereby agrees to consult in good faith with Rainbow Partner
prior to engaging in any transaction which has the effect of reallocating
between Fox and Liberty their direct or indirect ownership interests in the
Partnership.

            (b) Notwithstanding anything in this Agreement to the contrary, none
of the following transactions shall be deemed to constitute a direct or indirect
sale, assignment, transfer or other disposition 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
stockholders of RMH as a class (it being understood that such transfer may
include the transfer to different classes of stockholders of RMH of different
classes of equity interests reflecting the same relative rights and privileges
as the different classes of stock of RMH) or to any group of public equity
holders (including, without limitation, a transfer by means of a registered
public offering).


                                      -68-
<PAGE>

            6.6 IPO-Call Procedure. (a) The procedure set forth in this Section
6.6 (the "IPO-Call Procedure") may be initiated by Rainbow Partner during any
IPO-Call Notice Window. Such IPO-Call Procedure shall be initiated by written
notice (the "IPO-Call Notice") from Rainbow Partner to Fox/Liberty Partner in
accordance herewith. Except as provided below, upon the giving of the IPO-Call
Notice, Fox/Liberty Partner shall be obligated to purchase, and Rainbow Partner
shall be obligated to sell, all (but not less than all) of the Interests of
Rainbow Partner at the Call Price (as defined below) in accordance with the
terms hereof.

            (b) For 45 days after receipt of an IPO-Call Notice, Rainbow
Partner, on the one hand, and Fox/Liberty 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 such 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 Rainbow Partner by determining the
Fair Market Value of the Partnership Interests and multiplying such Fair Market
Value by the Sharing Percentage of Rainbow Partner (the "Call Price"). Within 30
days after determination of


                                      -69-
<PAGE>

the Call Price, Fox/Liberty Partner shall give written notice to Rainbow Partner
of its election either (i) to purchase the Interests of Rainbow Partner for, at
the election of Fox/Liberty Partner, any of (A) a number of Marketable
Securities of TCI, The News Corporation Limited or a person that holds all of
the Fox and Liberty interests in sports programming (or a combination thereof)
calculated by dividing the Call Price by the Current Market Price of such
Marketable Securities, or (B) a promissory note of Fox/Liberty Partner secured,
pursuant to a pledge or collateral assignment agreement in form reasonably
acceptable to Rainbow Partner, by the Interest purchased, maturing on the third
anniversary of the IPO-Call Closing Date and bearing interest, payable
semi-annually, at a rate per annum equal to the Prime Rate plus one-half of one
percent (1/2%) in aggregate principal amount equal to the Call Price or (ii) to
consummate an Initial Public Offering of the Partnership or the Corporation
within 180 days of the IPO Call Notice. If a purchase of Interests is to be
effected pursuant to this Section, at Fox/Liberty Partner's request, the parties
shall negotiate in good faith to structure the transaction as a tax-free
transaction, provided, that (i) Fox/Liberty Partner will not be required to
accept, in exchange for its Interests, securities which are not Marketable
Securities, (ii) structuring the transaction in such a manner shall not cause
any adverse


                                      -70-
<PAGE>

consequences to Rainbow Partner or the issuer of such Marketable Securities and
(iii) Rainbow Partner shall not be required to change its election with respect
to the Marketable Securities being issued. Securities issued in such transaction
may be voting, nonvoting or convertible into voting securities at the election
of the issuer.

            (c) Fox/Liberty Partner may elect to have its purchase effected by a
Designee and, if Rainbow Partner so elects, Fox/Liberty 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 IPO-Call Procedure.

            (d) In the event that an Initial Public Offering of the Partnership
or the Corporation is not consummated within 180 days after the determination of
the Call Price, the closing of any purchase and sale of an Interest under this
Section 6.7 shall be held at a mutually acceptable place on a mutually
acceptable date (the "IPO-Call Closing Date") not more than 180 days after the
date of determination of the Call Price; provided, that if any governmental
approvals are required to consummate such purchase and sale, the IPO-Call
Closing Date shall be the date on which the last such approval is obtained but
in any event not more than 240 days after the determination of the Call Price.
At such closing, Rainbow Partner shall assign


                                      -71-
<PAGE>

to Fox/Liberty 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.

            (e) In order to effectuate an Initial Public Offering,
notwithstanding Section 4.9, Fox/Liberty Partner shall be permitted to effect a
reorganization or restructuring of the Partnership into the Corporation, without
any consent of any other Partner.

                                     ARTICLE

                                EVENTS OF DEFAULT

                  Events of Default.

                  An "Event of Default" shall be considered to have occurred
with respect to a Partner (the "Defaulting Partner") if:

                  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

                  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 6.1 or 6.2 but excluding any failure to meet any capital call) or
      a material term or condition of any Approved Agreement (or Section 8.2,
      8.3, 8.4 or 8.5 of the Formation Agreement) and such failure or


                                      -72-
<PAGE>

      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, 8.3, 8.4 or 8.5 of the Formation
      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.

                      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:

                  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

                  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


                                      -73-
<PAGE>

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 time period provided in the preceding paragraph
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


                                      -74-
<PAGE>

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

                   DURATION AND TERMINATION OF THE PARTNERSHIP

                  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"):

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

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

                  the sale or other disposition of substantially all of the
            assets of the Partnership;

                  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


                                      -75-
<PAGE>

                  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.

                  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:

            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.

            The assets and properties of the Partnership shall be liquidated as
      promptly as possible, and receivables collected, all in an orderly and
      businesslike 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).

            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:

                  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;

                  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


                                      -76-
<PAGE>

            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);

                  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;

                  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.

                  The Partners and former Partners shall look solely to the
      Partnership's assets for the return of their Capital Contributions, and if


                                      -77-
<PAGE>

      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.

                  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.

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

                  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.

                  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


                                      -78-
<PAGE>

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 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


                                      -79-
<PAGE>

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

                    COVENANTS, REPRESENTATIONS AND WARRANTIES

                  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.

                  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 represents and warrants to the other Partners
that, on the


                                      -80-
<PAGE>

Effective Date, it is not subject to any Restrictive Covenants.

                  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


                                      -81-
<PAGE>

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.

                  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. In addition, Liberty/Fox Partner agrees
that it shall promptly notify each other Partner if Fox and Twentieth Holdings
Corporation no longer directly or indirectly hold a Minimum Interest in
Fox/Liberty Partner.

                                     ARTICLE

                                  MISCELLANEOUS

                  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.


                                      -82-
<PAGE>

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

                  Entire Agreement. 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


                                      -83-
<PAGE>

between or among the Partners with respect to such subject matter.

                  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.

                  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/Liberty Partner:

        Fox Sports Net, LLC
        1440 South Sepulveda Blvd.
        Suite 218
        Los Angeles, CA  90025
        Attention:  Tony Ball
        Telecopy: (310) 445-4335


                                      -84-
<PAGE>

        With copies to:

        Liberty Media Corporation
        8101 E. Prentice Avenue
        Suite 500
        Englewood, CO  80111
        Attention:  President
        Telecopy:  (303) 721-5415

        and:

        Tele-Communications, Inc.
        5619 DTC Parkway
        Englewood, CO  80111
        Attention:  Legal Department
        Telecopy:  (303) 488-3245

        and:

        Sherman & Howard L.L.C.
        3000 First Interstate Tower North
        633 Seventeenth Street
        Denver, Colorado  80202
        Attention:  Charles Y. Tanabe, Esq.
        Telecopy:  (303) 298-0940

        and:

        The News Corporation Limited
        1211 Avenue of the Americas
        New York, New York  10036
        Attention:  Arthur M. Siskind, Esq.
                    Senior Executive Vice President
                    and Group General Counsel
        Telecopy:  (212) 768-2029

        and:

        Fox Television
        10201 West Pico Boulevard
        Los Angeles, California  90035
        Attention:  Jay Itzkowitz, Esq.
                    Senior Vice President
                    Legal Affairs
        Telecopy:  (310) 369-2572

        and:

        Squadron, Ellenoff, Plesent & Sheinfeld, LLP
        551 Fifth Avenue
        New York, New York  10176


                         -85-
<PAGE>

        Attention:  Joel Papernik, Esq.
        Telecopy:  (212) 697-6686

        If to Rainbow Partner:

             c/o Rainbow Media Holdings, Inc.
             150 Crossways Park West
             Woodbury, N.Y. 11797

             Attention: President

        With a copy to Attention: Executive Vice President
                 Legal and Business Affairs

             cc: Cablevision Systems Corporation
                 One Media Crossways
                 Woodbury, New York 11797

                 Attention: Executive Vice President and
                            General Counsel

                  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.

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

                  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.

                  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


                                      -86-
<PAGE>

or any of its Partners, shall have any rights under this Agreement against any
Affiliate of any Partners.

                  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 practicable (and, if possible, prior to making such disclosure) and
shall seek confidential treatment of such information; (iii) as part of its
normal


                                      -87-
<PAGE>

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; (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; and (vii) after the expiration of Section 9.5
hereof as to such Partner, in connection with decisions to bid, or the
formulation of a bid, for television programming rights, such Partner may
disclose confidential or proprietary information with respect to the Partnership
to any co-investors it may have in connection with such bid or, if the bid is to
be made through a corporate entity, to the board of directors or executive
officers of such entity; provided, that such party shall be liable for any
breach by such partner, director or


                                      -88-
<PAGE>

executive officer of any provision of this Section, it being understood that use
of such information in connection with such bid shall not constitute a breach
hereunder. 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.

                  Non-Recourse. The obligations of the Partners under this
Agreement are solely corporate 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 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 asserted or enforced against,
any such 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.


                                      -89-
<PAGE>

                  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.

                  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 4.5, 4.7 and 9.3 shall
survive the termination of this Agreement and the dissolution of the
Partnership.

                  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.

                  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.

                  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


                                      -90-
<PAGE>

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

                  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.


                                      -91-
<PAGE>

            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 NSP HOLDINGS LLC


                     By_____________________________________
                       Title:

                     RAINBOW NATIONAL SPORTS HOLDINGS, INC.


                     By_____________________________________
                       Title:


                                      -92-
[{"type": "8-K", "sequence": "1", "description": "FORM 8-K", "secsgml_size_bytes": 476497}]
{"company-data": {"conformed-name": "CABLEVISION SYSTEMS CORP", "cik": "0000784681", "assigned-sic": "4841", "irs-number": "112776686", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "8-K", "act": "34", "file-number": "001-09046", "film-number": "97638756"}, "business-address": {"street1": "ONE MEDIA CROSSWAYS", "city": "WOODBURY", "state": "NY", "zip": "11797", "phone": "5163648450"}}
SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                          ----------------------------

                                    FORM 8-K

                           ---------------------------

                                 CURRENT REPORT

                     Pursuant to Section 13 or 15(d) of the
                         Securities Exchange Act of 1934

                Date of Report (Date of earliest event reported):
                                  June 22, 1997

                         CABLEVISION SYSTEMS CORPORATION
             (Exact Name of Registrant as specified in its charter)

                                    Delaware
                            (State of Incorporation)

            1-9046                                           11-2776686
   (Commission File Number)                                (IRS Employer
                                                       Identification Number)

                  One Media Crossways, Woodbury, New York 11797
                    (Address of principal executive offices)

               Registrant's telephone number, including area code:
                                 (516) 364-8450
ITEM 5. OTHER EVENTS

            Cablevision Systems Corporation (the "Registrant" or the "Company")
hereby supplements and, to the extent any prior disclosure in the Company's Form
10-K for the year ended December 31, 1996 (the "Form 10-K") or the Company's
Form 10-Q for the quarter ended March 31, 1997 (the "Form 10-Q") are
inconsistent herewith, amends the Form 10-K and Form 10-Q as follows:

            On June 22, 1997, Rainbow Media Sports Holdings, Inc. ("Rainbow
Sports"), a wholly-owned subsidiary of Rainbow Media Holdings, Inc. ("Rainbow
Media"), a subsidiary of the Registrant, entered into an agreement (the
"Formation Agreement") with Fox Sports Net, LLC ("Fox Sports"), a subsidiary of
Fox/Liberty Networks, LLC, to organize three partnerships, Regional Programming
Partners, National Sports Partners and National Advertising Partners.

            Under the Formation Agreement, in connection with the formation of
Regional Programming Partners, upon the closing of the transactions contemplated
thereby (the "Closing"), Rainbow Media will, directly or indirectly, contribute
or cause to be contributed to Regional Programming Partners in consideration for
the issuance of a 60% general partnership interest in Regional Programming
Partners:

            (i) its 50% general partnership interest in SportsChannel Chicago
      Associates;

            (ii) its 50% general partnership interest in SportsChannel Pacific
      Associates;

            (iii) all of the partnership interests in SportsChannel New England
      Limited Partnership;

            (iv) all of the partnership interests in SportsChannel Ohio
      Associates;

            (v) all of the partnership interests in SportsChannel Cincinnati
      Associates;

            (vi) all of the outstanding stock of the general partner in Madison
      Square Garden, L.P. ("MSG") and an 89.4% limited partnership interest in
      MSG;

            (vii) its 66 2/3% general partnership interest in SportsChannel
      Prism Associates;
(viii) its 30% general partnership interest in SportsChannel Florida
      Associates; and

            (ix) all of the limited liability company interests in Metro Channel
      LLC.

            In consideration of an issuance of a 40% general partnership
interest in Regional Programming Partners, at the Closing, Fox Sports will
contribute $850 million in cash to Regional Programming Partners.

            An indirect subsidiary of Rainbow Media will be the managing general
partner of Regional Programming Partners.

            Under the Formation Agreement, in connection with the formation of
National Sports Partners, at the Closing, (i) Rainbow Media will contribute or
cause to be contributed in consideration for the issuance of a 50% general
partnership interest in National Sports Partners (a) all of the limited
liability company interests in American Sports Classics LLC, (b) a 50% general
partnership interest in Prime SportsChannel Networks Associates, and (c) all of
the capital stock of SportsChannel Ventures, Inc. and (ii) Fox Sports will
contribute or cause to be contributed in consideration for the issuance of a 50%
general partnership interest in National Sports Partners (a) certain assets,
including the assets pertaining to or used in the business of Fox Sports, and
(b) a 50% general partnership interest in Prime SportsChannel Networks
Associates. An indirect subsidiary of Fox Sports will be the managing general
partner of National Sports Partners.

            Under the Formation Agreement, in connection with the formation of
National Advertising Partners, at the Closing, (i) Rainbow Media will contribute
or cause to be contributed in consideration for the issuance of a 50% general
partnership interest in National Advertising Partners certain national
advertising assets of Rainbow Advertising Sales Corporation and of Prime
SportsChannel Networks Associates relating to the national advertising of the
regional sports programming services in which Rainbow Media has an ownership
interest and (ii) Fox Sports will contribute or cause to be contributed in
consideration for the issuance of a 50% general partnership interest in National
Advertising Partners certain assets of Liberty/Fox Central Services, LLC and
Liberty/Fox Network Programming, LLC and of Prime SportsChannel Networks
Associates relating to the national advertising of the regional sports
programming services in which Fox Sports has an ownership

                                      -2-
interest and of Fox Sports Net. An indirect subsidiary of Fox Sports will be the
managing general partner of National Advertising Partners.

            Consummation of the transactions contemplated by the Formation
Agreement is subject to the receipt of all required regulatory approvals and
third party consents, including approvals of the National Basketball Association
and the National Hockey League. The parties expect that the Closing will occur
during the third quarter of 1997.

ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS

      (c)   The following exhibits are filed as a part of this report on Form
            8-K:

            99.1  Formation Agreement, dated as of June 22, 1997, among Rainbow
                  Media Sports Holdings, Inc. and Fox Sports Net, LLC, attaching
                  Annex A (Partnership Agreement of Regional Programming
                  Partners) and Annex B (Partnership Agreement of National
                  Sports Partners)

                                      -3-
SIGNATURE

      Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.

                                        CABLEVISION SYSTEMS CORPORATION

                                        By: /s/ Marc Lustgarten
                                           --------------------------------
                                           Name:  Marc Lustgarten
                                           Title:  Vice Chairman

Dated: July 10, 1997

                                      -4-
Index to Exhibits
                                -----------------

Exhibit No.                  Description
-----------                  -----------

    99.1                Formation Agreement, dated as of June 22,
                        1997, among Rainbow Media Sports Holdings,
                        Inc. and Fox Sports Net, LLC, attaching Annex
                        A (Partnership Agreement of Regional
                        Programming Partners) and Annex B
                        (Partnership Agreement of National Sports
                        Partners)
EXHIBIT 99.1

                               FORMATION AGREEMENT

                                      among

                       Rainbow Media Sports Holdings, Inc.

                                       and

                               FOX SPORTS NET, LLC

                            Dated as of June 22, 1997
Page

                                TABLE OF CONTENTS

                                                                            Page

1.  Definitions..............................................................7

2.  Formation...............................................................15
    2.1  Contributions and Partnership Formation............................15
    2.2  Closing and Method of Payment......................................16

3.  Representations and Warranties of Rainbow...............................17
         3.1.1  Organization and Standing...................................17
         3.1.2  Authorization and Enforceability............................18
         3.1.3  Absence of Restrictions.....................................19
         3.1.4  Arrangements Concerning Interests
                  Transferred...............................................22
         3.1.5  Ownership and Title.........................................23
         3.1.6  Financial Statements........................................23
         3.1.7  Ownership of and Title to Assets of
                  the Contributed Businesses................................24
         3.1.8  Compliance with Applicable Laws and
                  Material Contracts........................................25
         3.1.9  Taxes and Reports...........................................28
         3.1.10 Benefit Plans...............................................29
         3.1.11 Absence of Insolvency Proceedings...........................31
         3.1.12 [Reserved]..................................................32
         3.1.13 Litigation..................................................32
         3.1.14 No Material Adverse Change..................................33
         3.1.15 Purchase for Own Account, Etc...............................33
    3.2  Survival of Representations and Warranties.........................34
    3.3  Florida Partnership Matters........................................35

4.  Representations and Warranties of Fox/Liberty...........................35
         4.1.1  Organization and Standing...................................35
         4.1.2  Authorization and Enforceability............................36
         4.1.3  Absence of Restrictions.....................................36
         4.1.4  Arrangements Concerning Assets
                  Transferred...............................................40
         4.1.5  Ownership and Title.........................................41
         4.1.6  [Reserved]..................................................42
         4.1.7  Ownership and Title.........................................42
         4.1.8  Compliance with Applicable Laws and
                  Material Contracts........................................43
         4.1.9  Taxes and Reports...........................................47
         4.1.10 Benefit Plans...............................................48
         4.1.11 Absence of Insolvency Proceedings...........................51
         4.1.12 [Reserved]..................................................51
         4.1.13 Litigation..................................................51
         4.1.14 No Material Adverse Change..................................52
         4.1.15 Purchase for Own Account, Etc...............................52
    4.2  Survival of Representations and Warranties.........................53

                                       -i-
Page
                                                                            ----

5.  Agreements of the Parties...............................................54
    5.1  Access to Information..............................................54
    5.2  Conduct of Business Pending the Closing............................56
    5.3  Other Action.......................................................58
    5.4  Advertising Assets Schedules.......................................58
    5.5  Fox Sports Net Asset Schedule......................................59
    5.6  Fox Sports Americas................................................59
    5.7  HSR Filings........................................................60
    5.8  Advertising Budget and Business Plan...............................60
    5.9  Allocation Policies and Approved Agreements........................61

6.  Conditions Precedent; Covenant as to Transaction

    Documents...............................................................61
    6.1  Conditions Precedent To Both Parties'
           Obligations......................................................61
    6.2  Obligation to Execute Transaction Documents........................65
    6.3  Frustration of Closing Conditions..................................65

7.  Documents to Be Delivered at the Closing................................65
    7.1  By Rainbow.........................................................65
         7.1.1  To Fox/Liberty..............................................65
         7.1.2  To the Partnership..........................................66
         7.1.3  To the National Sports Partnership..........................67
         7.1.4  To the National Advertising
                  Partnership...............................................67
    7.2  By Fox/Liberty.....................................................67
         7.2.1  To Rainbow..................................................67
         7.2.2  To the Partnership..........................................68
         7.2.3  To the National Sports Partnership..........................68
         7.2.4  To the National Advertising
                  Partnership...............................................69

8.  Actions to Be Taken and Agreements to Be Performed
    After the Closing.......................................................69
    8.1  Further Documentation..............................................69
    8.2  Actions to Protect the National
           Sports Service...................................................70
    8.3  Development of New Regional Sports
           Interests........................................................70
    8.4  Development of New Regional
           Nonsports Interests..............................................75
    8.5  Network Interests..................................................77
    8.6  Excepted Transactions..............................................77
    8.7  Unrestricted Regionals, Etc........................................81
    8.8  Employees and Employee Benefits....................................81
    8.9  "Fox" Branding; Trademarks.........................................83
    8.10 Use of Investment Proceeds.........................................83
    8.11 Right of First Refusal.............................................83

                                      -ii-
Page
                                                                            ----

9.   Indemnification........................................................84

10.  Termination............................................................90
     10.1  Termination Rights...............................................90
     10.2  No Liabilities in Event of Termination...........................90

11.  Brokerage..............................................................91

12.  Non-Recourse...........................................................91

13.  Expenses...............................................................92

14.  Assignment and Binding Effect..........................................93

15.  Construction...........................................................93

16.  Notices................................................................94

17.  Benefit................................................................96

18.  Press Releases.........................................................96

19.  Headings...............................................................96

20.  Schedules..............................................................97

21.  Counterparts...........................................................97

22.  Entire Agreement.......................................................97

23.  Confidentiality........................................................97

Signatures..................................................................99

Annex A - Partnership Agreement of Regional Programming Partners............A-1

Annex B - Partnership of National Sports Partnership Agreement..............B-1

Annex C - Form of National Advertising Agreement including 
            National Advertising Partnership Agreement......................C-1

Annex D - Form of Trademark/Tradename License Agreement between 
            Fox and the Partnership having attached the Form

                                      -iii-
Page
                                                                            ----

            of Trademark/Tradename Sublicense Agreement between 
            the Partnership and Certain Regionals...........................D-1

Annex E - Amendments to Existing Partnership Agreements.....................E-1

Annex F - Form of National Sports Affiliation Agreement.....................F-1

Annex G - Form of Regional Affiliation Agreement............................G-1

Annex H - Reimbursement and Guarantee Agreement.............................H-1

Annex I - Form of Advertising Representation Agreement......................I-1

Annex J - Options Reimbursement Agreement...................................J-1

                                      -iv-
FORMATION AGREEMENT
                               -------------------

            FORMATION AGREEMENT, dated as of June 22, 1997, among Rainbow Media
Sports Holdings, Inc., a Delaware corporation ("Rainbow"), and Fox Sports Net,
LLC, a Delaware limited liability company ("Fox/Liberty").

                              W I T N E S S E T H:
                              - - - - - - - - - -

            WHEREAS, the parties hereto wish to organize Regional Programming
Partners as a general partnership under the laws of the State of New York (the
"Partnership") pursuant to a Partnership Agreement substantially in the form of
Annex A hereto.

            WHEREAS, at the Closing, Rainbow will contribute or cause to be
contributed to the Partnership a 50% general partnership interest in
SportsChannel Chicago Associates, a general partnership organized under the laws
of the State of New York ("Chicago Partnership").

            WHEREAS, at the Closing, Rainbow will contribute or cause to be
contributed to the Partnership a 50% general partnership interest in
SportsChannel Bay Area Associates, a general partnership organized under the
laws of the State of New York ("Pacific Partnership").

            WHEREAS, at the Closing, Rainbow will contribute or cause to be
contributed to the Partnership all of the partnership interests in SportsChannel
New England Limited
Partnership, a limited partnership organized under the laws of the State of
Connecticut ("New England Partnership").

            WHEREAS, at the Closing, Rainbow will contribute or cause to be
contributed to the Partnership a 662/3% general partnership interest in
SportsChannel Prism Associates, a general partnership organized under the laws
of the State of New York ("Prism Partnership").

            WHEREAS, at the Closing, Rainbow will contribute or cause to be
contributed to the Partnership a 30% general partnership interest in
SportsChannel Florida Associates, a general partnership organized under the laws
of the State of New York ("Florida Partnership").

            WHEREAS, at the Closing, Rainbow will contribute or cause to be
contributed to the Partnership all of the general partnership interests in
SportsChannel Ohio Associates, a general partnership organized under the laws of
the State of New York ("Ohio Partnership").

            WHEREAS, at the Closing, Rainbow will contribute or cause to be
contributed to the Partnership all of the partnership interests in SportsChannel
Cincinnati Associates, a general partnership organized under the laws of the
State of New York ("Cincinnati Partnership").

            WHEREAS, at the Closing, Rainbow will contribute or cause to be
contributed to the Partnership all of the outstanding capital stock of Rainbow
Garden Corp., a Delaware corporation ("RGC"), and an 89.4% limited

                                      -2-
partnership interest in Madison Square Garden, L.P., a limited partnership
organized under the laws of the State of Delaware ("MSG"), which interest may be
reduced to an 87.1% interest if a previously agreed contribution is made to MSG
by another partner.

            WHEREAS, RGC owns a .4% general partnership in MSG.

            WHEREAS, at the Closing, Rainbow will contribute or cause to be
contributed to the Partnership all of the limited liability company interests in
Metro Channel LLC, a limited liability company organized under the laws of the
State of Delaware ("Metro Channel").

            WHEREAS, the Transferred Entity Interests (hereinafter defined)
constitute all of the interests of Rainbow and its Affiliates in the Contributed
Businesses as of the Closing Date.

            WHEREAS, at the Closing, Fox/Liberty will contribute or cause to be
contributed to the Partnership $850,000,000 (the "Fox/Liberty Partnership
Contribution") which represents a valuation of each of the Transferred Entity
Interests (hereinafter defined) as set forth in Schedule 1.1.

            WHEREAS, Rainbow desires to acquire and own a 60% general
partnership interest in the Partnership and Fox/Liberty desires to acquire and
own a 40% general partnership interest in the Partnership.

                                      -3-
WHEREAS, Rainbow and Fox/Liberty wish to organize National Sports
Partners as a general partnership under the laws of the State of New York (the
"National Sports Partnership") pursuant to a National Sports Partnership
Agreement substantially in the form of Annex B hereto.

            WHEREAS, the National Sports Partnership is being created to develop
and operate a back-drop service, whose success and profitability will depend
upon stable and extensive distribution through, and sales of advertising in
conjunction with, the regional sports programming services owned by the parties.

            WHEREAS, at the Closing, Rainbow will contribute or cause to be
contributed (the "Rainbow National Contribution") to the National Sports
Partnership (i) all of the limited liability company interests in American
Sports Classics LLC, a limited liability company organized under the laws of the
State of Delaware ("American Sports LLC"), (ii) a 50% general partnership
interest in Prime SportsChannel Networks Associates, a general partnership
organized under the laws of the State of New York ("PSA Partnership"), and (iii)
all of the capital stock of SportsChannel Ventures, Inc., a corporation
organized under the laws of the State of Delaware ("SportsChannel Ventures"),
all in exchange for a 50% general partnership interest in the National Sports
Partnership.

                                      -4-
WHEREAS, at the Closing, Fox/Liberty will contribute or cause to be
contributed to the National Sports Partnership a 50% general partnership
interest in PSA Partnership and the Transferred Assets (as hereinafter defined)
and, if and to the extent provided in Section 5.6, all of the partnership
interests in Fox Sports Americas U.S. L.P. (the "Fox/Liberty National
Contribution") in exchange for a 50% general partnership interest in the
National Sports Partnership.

            WHEREAS, Rainbow and Fox/Liberty desire to organize National
Advertising Partners as a general partnership under the laws of the State of New
York (the "National Advertising Partnership") pursuant to a National Advertising
Partnership Agreement substantially in the form of Annex C hereto.

            WHEREAS, Rainbow will contribute or cause to be contributed to the
National Advertising Partnership certain assets of its subsidiary, Rainbow
Advertising Sales Corporation ("Rainbow Advertising") and of PSA Partnership,
relating to the national advertising of the regional sports programming services
in which Rainbow has an ownership interest on the date hereof (other than
Unrestricted Regionals as hereinafter defined), which assets will be set forth
in Schedule 1.2 hereto as provided in Section 5.4 (the "Rainbow Advertising
Assets"), all in exchange for a 50%

                                      -5-
general partnership interest in the National Advertising Partnership.

            WHEREAS, Fox/Liberty will contribute or cause to be contributed to
the National Advertising Partnership certain assets of its subsidiaries
Liberty/Fox Central Services, LLC and Liberty/Fox Network Programming, LLC and
of PSA Partnership relating to the national advertising of the regional sports
programming services in which Fox/Liberty have an ownership interest on the date
hereof and of Fox Sports Net ("Fox/Liberty Advertising"), which assets will be
set forth in Schedule 1.3 hereto as provided in Section 5.4 (the "Fox/Liberty
Advertising Assets") all in exchange for a 50% general partnership interest in
National Advertising Partnership.

            WHEREAS, the parties hereto desire to enter into certain other
agreements and arrangements on the terms set forth herein.

            NOW, THEREFORE, in consideration of the premises and of the mutual
covenants and undertakings hereinafter set forth, the parties, intending to be
legally bound, hereby agree as follows:

            1. Definitions.

            "Advertising Accepted Liabilities" shall mean the liabilities
expressly noted as such on Schedule 1.1 and Schedule 1.2."

                                      -6-
"Affiliate" shall have the meaning assigned thereto in the
Partnership Agreement.

            "Contributed Business" shall mean each of Chicago Partnership,
Pacific Partnership, New England Partnership, Prism Partnership, Florida
Partnership, Ohio Partnership, Cincinnati Partnership, MSG, American Sports LLC,
SportsChannel Ventures and Metro Channel.

            "Control" shall have the meaning assigned thereto in the Partnership
Agreement.

            "Covered Region" shall mean each Fox/Liberty Region, each Rainbow
Region, each New Development Region as to which Section 8.3 has been fully
complied with (whether or not the Option referred to therein has been exercised)
and each other Region which after the date hereof is added to Schedule 1.4 with
the consent of all of the parties hereto.

            "CSC" shall mean Cablevision Systems Corporation, a Delaware
corporation.

            "Daypart" means the periods 11:01 p.m. to 6:00 a.m., 6:01 a.m. to
4:00 p.m.; 4:01 p.m. to 8:00 p.m.; and 8:01 p.m. to 11:00 p.m. in each time zone
in the continental United States (i.e., excluding Alaska).

            "Excluded Liabilities" shall mean all liabilities, actual or
contingent, of PSA Partnership, American Sports LLC, SportsChannel Ventures,
Inc., Fox Sports Americas and Fox Sports Net and of Fox/Liberty or any of its
Affiliates

                                      -7-
relating to Fox Sports Net, which relate to the business of each such entity
prior to the Closing. Such term shall also mean any liabilities associated with
the Rainbow Advertising Assets and the Fox/Liberty Advertising Assets which
relate to the conduct of business in the period prior to the Closing other than
the Advertising Accepted Liabilities.

            "Fox" and "Fox Inc." means Fox, Inc., a Colorado corporation.

            "Fox/Liberty Region" shall mean the geographic regions within the
United States that are listed in Schedule 1.5.

            "Fox Sports Net" shall mean the business of Fox/Liberty heretofore
conducted under the name "Fox Sports Net" and to be contributed to the National
Sports Partnership as part of the Fox/Liberty National Contribution.

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

            "Governmental Entity" shall mean any federal, state or local
governmental authority, agency, commission, board or court.

            "HSR Act" shall mean the Hart-Scott-Rodino Antitrust Improvements
Act of 1976, as amended.

            "Measurement Period" means the periods January 1 through June 30 and
July 1 through December 31 in each

                                      -8-
calendar year, or portion thereof following the Closing Date.

            "National Advertising Partnership Agreement" shall mean the
Agreement of General Partnership of the National Advertising Partnership, dated
as of the date of the Closing Date, in the form attached as Annex C hereto.

            "National Sports Affiliation Agreements" shall mean the Affiliation
Agreements executed and delivered pursuant to Section 6.1(vii) hereof.

            "National Sports Partnership Agreement" shall mean the Agreement of
General Partnership of the National Sports Partnership, to be dated as of the
Closing Date, in the form attached hereto as Annex B.

            "National Sports Service" shall mean a national Pay Television
programming service whose programming in any Daypart in a Measurement Period
exceeds 25% sporting events, shows relating to sporting events and other
television programming relating to sports, including, without limitation, sports
news and sports interviews; provided that a programming service shall not be
deemed to be a National Sports Service if it exceeds the foregoing 25% test
solely by virtue of the telecast of up to two (but not more than two)
professional sports events per week in a Daypart so long as there is no other
sports or sports related programming carried in that Daypart.

                                      -9-
"New Development Regions" shall mean the following DMAs:
Minneapolis, Minn.; Detroit and Grand Rapids, Michigan; and Green Bay, Appleton
and Milwaukee, Wisconsin.

            "Partnership Agreement" shall mean the Agreement of General
Partnership of Regional Programming Partners, to be dated as of the Closing
Date, in the form attached hereto as Annex A.

            "Pay Television" shall mean 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.

            "Person" shall mean an individual, corporation, limited liability
company, partnership, trust, unincorporated association or other entity.

            "Rainbow" shall mean Rainbow Media Sports Holdings, Inc., a Delaware
corporation.

                                      -10-
"Rainbow Region" shall mean the geographic regions listed on
Schedule 1.6 hereto.

            "Region" shall mean a Fox/Liberty Region, a New Development Region
or a Rainbow Region.

            "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/Liberty or Rainbow (or
their respective Affiliates), or both, has an ownership interest on the date
hereof, or acquires an ownership interest after the date hereof in full
compliance with Section 8.3 (whether or not the Option referred to therein has
been exercised).

            "Regional Affiliation Agreements" shall mean the Affiliation
Agreements executed and delivered pursuant to Section 6.1(viii).

            "Restriction Date" of a partnership is the day on which Rainbow or
Fox/Liberty (or their respective Affiliates) ceases to be a partner in that
partnership.

            "Transaction Documents" shall mean this Agreement and each other
agreement and document listed on Schedule 1.7 hereto.

            "Transferred Assets" shall mean all of the assets pertaining to or
used in the business of Fox Sports Net or owned by Fox Sports Net, which assets
will include each of the agreements set forth in Schedule 1.8A hereto and all of

                                      -11-
the assets to be included in Schedule 1.8B as provided in Section 5.5 and, if
and to the extent provided in Section 5.6, the assets of Fox Sports Americas.

            "Transferred Entity Interests" shall mean the direct or indirect
ownership interests in each of the Contributed Businesses, other than American
Sports LLC and SportsChannel Ventures, being transferred to the Partnership by
Rainbow hereunder.

            "Unrestricted Date" in respect of any Regional which is an
Unrestricted Regional on the date of this Agreement is the date on which such
Regional ceases to be an Unrestricted Regional.

            "Unrestricted Regional" shall mean MSG, Florida Partnership, New
England Partnership, the Sunshine Network, Fox Sports South and Home Team
Sports, in each case, for so long as one or more current partners, stockholders
or members (or persons currently holding an option or right to become a partner,
stockholder or member) that are not Affiliates of Rainbow or Fox/Liberty remain
as partners, stockholders or members (or become a partner, stockholder or
member).

            The following terms, which are defined elsewhere in this Agreement,
shall have the meanings assigned to such terms in the Sections noted below:

                                      -12-
Term                                             Section
           ----                                             -------

"American Sports LLC"                                       Preamble
"Acquiror"                                                  8.6
"Basket"                                                    9(a)
"Chicago Partnership"                                       Preamble
"Cincinnati Partnership"                                    Preamble
"Closing"                                                   2.2
"Closing Date"                                              2.2
"Code"                                                      3.1.10
"Covered Interest"                                          8.2
"Current MSG Agreement"                                     8.10(c)
"Designee"                                                  8.3(e)
"Employing Partnership"                                     8.8(a)
"Employment Period"                                         8.8(a)
"ERISA"                                                     3.1.10
"ERISA Affiliate"                                           3.1.10
"Financial Statements"                                      3.1.6
"Florida Partnership"                                       Preamble
"Fox/Liberty"                                               Preamble
"Fox/Liberty Advertising"                                   Preamble
"Fox/Liberty Advertising Assets"                            Preamble
"Fox/Liberty Basket"                                        9(b)
"Fox/Liberty ERISA Affiliate"                               4.1.10
"Fox/Liberty Indemnified Liability"                         9(a)
"Fox/Liberty Interests"                                     2.1
"Fox/Liberty Material Contracts"                            4.1.8
"Fox/Liberty National Advertising Interest"                 2.1
"Fox/Liberty National Contribution"                         Preamble
"Fox/Liberty National Sports Interest"                      2.1
"Fox/Liberty Partnership Contribution"                      Preamble
"Fox/Liberty Partnership Interest"                          2.1
"Fox/Liberty Pension Plan"                                  4.1.10
"Fox/Liberty Plans"                                         4.1.10
"Fox Sports Americas"                                       5.6
"Fox Sports Net ERISA Affiliate"                            4.1.10
"Indemnified Liability"                                     9(a)
"Indemnified Parties"                                       9(a)/9(b)
"Indemnifying Party"                                        9(c)
"Interests"                                                 2.1
"Liability Limit"                                           9(a)
"Material Contract"                                         3.1.8
"Metro Channel"                                             Preamble
"MSG"                                                       Preamble
"National Advertising Partnership"                          Preamble
"National Sports Partnership"                               Preamble
"New Development Entity"                                    8.3(b)
"New Development Interest"                                  8.3(a)
"New Development Party"                                     8.3(a)
"New England Partnership"                                   Preamble
"Offeree"                                                   8.3(a)
"Ohio Partnership"                                          Preamble

                                      -13-
Term                                             Section
           ----                                             -------

"Option"                                                    8.3(b)
"Option Closing"                                            8.3(c)
"Option Exercise Notice"                                    8.3(b)
"Option Period"                                             8.3(b)
"Pacific Partnership"                                       Preamble
"Partnership"                                               Preamble
"Pension Plan"                                              3.1.10
"Plans"                                                     3.1.10
"Prism Partnership"                                         Preamble
"Programming Rights"                                        8.2
"Prohibitory Action"                                        8.3(c)
"PSA Partnership"                                           Preamble
"Rainbow"                                                   Preamble
"Rainbow Advertising"                                       Preamble
"Rainbow Advertising Assets"                                Preamble
"Rainbow Indemnified Liability"                             9(b)
"Rainbow Interests"                                         2.1
"Rainbow National Advertising Interest"                     2.1
"Rainbow National Contribution"                             Preamble
"Rainbow National Sports Interest"                          2.1
"Rainbow Partnership Interest"                              2.1
"Regional Nonsports Interest"                               8.4
"Regional Nonsports Programming"                            8.4
"RGC"                                                       Preamble
"SCNY"                                                      8.10(d)
"Securities Act"                                            3.1.15
"Seller"                                                    8.13
"SportsChannel Ventures"                                    Preamble
"Third Party"                                               8.3(b)
"Transferred Employees"                                     8.8(a)
"Transferring Party"                                        14

            2. Formation.

            2.1 Contributions and Partnership Formation. On the terms and
subject to the conditions hereinafter set forth, at the Closing, (a) in exchange
for the contribution of the Transferred Entity Interests, Rainbow shall receive
a 60% general partnership interest in the Partnership (the "Rainbow Partnership
Interest"); (b) in exchange for the Rainbow National Contribution, Rainbow shall
receive a 50% general partnership interest in the National Sports

                                      -14-
Partnership (the "Rainbow National Sports Interest"), (c) in exchange for the
Rainbow Advertising Assets, Rainbow shall receive a 50% general partnership
interest in the National Advertising Partnership (the "Rainbow National
Advertising Interest" and, together with the Rainbow Partnership Interest and
the Rainbow National Sports Interest, the "Rainbow Interests") (d) in exchange
for the Fox/Liberty Partnership Contribution, Fox/Liberty shall receive a 40%
general partnership interest in the Partnership (the "Fox/Liberty Partnership
Interest"), (e) in exchange for the Fox/Liberty National Contribution,
Fox/Liberty shall receive a 50% general partnership interest in the National
Sports Partnership (the "Fox/Liberty National Sports Interest") and (f) in
exchange for the Fox/Liberty Advertising Assets, Fox/Liberty shall receive a 50%
general partnership interest in the National Advertising Partnership (the
"Fox/Liberty National Advertising Interest" and, together with the Fox/Liberty
Partnership Interest and the Fox/Liberty National Sports Interest, the
"Fox/Liberty Interests").

            2.2 Closing and Method of Payment. The closing ("Closing") of the
formation of the Partnership, the National Sports Partnership and the National
Advertising Partnership, the issuance of the Interests, and the execution and
delivery of the Transaction Documents (other than this Agreement) shall take
place on the later of (a) the fifth business day following the satisfaction of
the

                                      -15-
conditions in Sections 6 and 7 (other than those which can only be satisfied at
the Closing) or (b) the 60th day after the date of this Agreement (the "Closing
Date"), at the offices of Sullivan & Cromwell at 125 Broad Street, New York, New
York. At the Closing, Rainbow shall deliver or cause to be delivered the
documents provided in Section 7.1 hereof, and Fox/Liberty shall deliver or cause
to be delivered the documents and the payment provided in Section 7.2 hereof.

            3. Representations and Warranties of Rainbow.

            Rainbow represents and warrants to Fox/Liberty as follows:

                  3.1.1 Organization and Standing. Each of Rainbow,
      SportsChannel Ventures and RGC is each a corporation duly organized and
      validly existing in good standing under the laws of its state of
      incorporation, and each has full corporate power and authority to carry on
      its business as it is now being conducted and to own and operate its
      assets and properties and, in the case of Rainbow, to execute, deliver and
      perform its obligations under this Agreement and the other Transaction
      Documents to which it is a party. Each Contributed Business that is a
      general or limited partnership is a partnership duly organized and
      existing under the laws of the state under which it is organized and has
      full partnership power and authority

                                      -16-
to carry on its business as it is now being conducted and to own and
      operate its assets and properties. Each Contributed Business that is a
      limited liability company is a limited liability company duly organized
      and validly existing as a limited liability company under the laws of the
      state of its organization and has full limited liability company power and
      authority to carry on its business as it is now being conducted and to
      maintain and operate assets and properties.

                  3.1.2 Authorization and Enforceability. The execution,
      delivery and performance by Rainbow of this Agreement and the execution,
      delivery and performance by Rainbow and each of its Affiliates of the
      Transaction Documents to which each of them is a party, the sale,
      conveyance, transfer and contribution by Rainbow to the Partnership of the
      Transferred Entity Interests, the sale, conveyance, transfer and
      contribution by Rainbow to the National Sports Partnership of the Rainbow
      National Contribution and the sale, conveyance, transfer and contribution
      by Rainbow to the National Advertising Partnership of the Rainbow
      Advertising Assets, have been duly authorized and approved by all
      necessary action as required by applicable law and its Certificate of
      Incorporation and By-Laws. This Agreement constitutes, and when executed
      and delivered, the Transaction Documents will

                                      -17-
constitute, valid and binding agreements of Rainbow and each of its
      Affiliates that is a party thereto, enforceable against it in accordance
      with its terms.

                  3.1.3 Absence of Restrictions. As of the Closing, the
      execution and delivery by Rainbow of this Agreement and the execution,
      delivery and performance by Rainbow and each of its Affiliates of the
      other Transaction Documents to which it or any such Affiliate is a party
      do not, and the consummation by it or any such Affiliate of the
      transactions contemplated hereby and thereby and the performance by it or
      any such Affiliate of its or such Affiliate's obligations hereunder and
      thereunder will not, violate any provision of its or such Affiliate's
      certificate of incorporation and by-laws, or comparable instruments in the
      case of noncorporate entities, or, except as set forth in Schedule 3.1.3,
      conflict with or result in a violation of or default (with or without
      notice or lapse of time or both) under any loan or credit agreement, note,
      bond, mortgage, indenture, lease or other agreement or any instrument,
      permit, concession, franchise or license to which it or any of its
      Affiliates is a party or otherwise bound, or any judg ment, order or
      decree binding upon it or any such Affiliate, other than any such
      conflicts, violations or defaults which individually or in the aggregate
      will

                                      -18-
not have a material adverse effect on the financial condition of the
      Partnership and the Contributed Businesses, taken as a whole, of the
      National Sports Partnership or of the National Advertising Partnership, or
      on the ability of Rainbow and its Affiliates to perform their respective
      obligations hereunder or thereunder or that have been waived; will not
      result (upon notice, with the lapse of time or otherwise) in the creation,
      imposition or right to exercise or foreclosure of a lien, charge, security
      interest, option, equity, claim or other encumbrance of any nature
      whatsoever upon the assets of the Partnership or any Contributed
      Businesses, of the National Sports Partnership or of the National
      Advertising Partnership, which will have a material adverse effect upon
      the financial condition of the Partnership and the Contributed Businesses,
      taken as a whole, of the National Sports Partnership or of the National
      Advertising Partnership, and will not conflict with, or result in any
      material violation of, any ordinance, statute, law, rule or regulation
      applicable to any of Rainbow or any of its Affiliates, any of the
      Contributed Businesses, the National Sports Partnership or the National
      Advertising Partnership, or by which any of them or their respective
      properties, assets or business may be bound or affected, which violation
      will

                                      -19-
have a material adverse effect upon the financial condition of the
      Partnership and the Contributed Businesses, taken as a whole, of National
      Sports Partnership or of the National Advertising Partnership. Except as
      provided in Schedule 3.1.3 no consent, approval, order or authorization
      of, or registration, declaration or filing with, any Governmental Entity,
      is necessary for the execution, delivery and performance by Rainbow of
      this Agreement or by Rainbow or any of its Affiliates of the Transaction
      Documents to which any of them is a party or the consummation by any of
      them of the transactions contemplated hereby or thereby. Rainbow, its
      Affiliates and the Contributed Businesses are each in compliance with all
      applicable laws, regulations, rules and orders of Governmental Entities,
      non-compliance with which would have a material adverse effect on the
      financial condition of the Partnership and the Contributed Businesses,
      taken as a whole, of the National Sports Partnership or of the National
      Advertising Partnership, or on the ability of each of Rainbow and its
      Affiliates to perform its obligations hereunder or under the Transaction
      Documents to which it is a party.

                  3.1.4 Arrangements Concerning Interests Transferred. Except as
      expressly provided herein, in Schedule 3.1.4 and in the partnership
      agreement or

                                      -20-
limited liability company agreement of any Contributed Business, there are
      no outstanding or authorized options, warrants, calls, subscriptions, or
      other rights, commitments, contracts, arrangements, or understandings
      (whether oral or written) to grant, sell, issue or deliver any interest of
      Rainbow's or its Affiliates' in the Partnership, any Contributed Business,
      PSA Partnership, the National Sports Partnership or the National
      Advertising Partnership or any portion thereof, nor are there voting
      trusts or other written arrangements, agreements or understandings with
      respect to the ownership, transfer or voting of the interests in the
      Partnership, any Contributed Business, PSA Partnership, the National
      Sports Partnership or the National Advertising Partnership, or any portion
      thereof.

                  3.1.5 Ownership and Title. Except as provided in Schedule
      3.1.5, as of the Closing (i) the Partnership will own the Transferred
      Entity Interests, (ii) the National Sports Partnership will own the
      Rainbow National Contribution, and (iii) the National Advertising
      Partnership will own the Rainbow Advertising Assets in each case subject
      to no lien, charge, pledge or other encumbrance whatsoever other than any
      created by Fox/Liberty or its Affiliates. Schedule 1.2, when delivered
      pursuant to Section 5.4,

                                      -21-
shall set forth a list of all of the material assets of Rainbow
      Advertising relating exclusively to the national advertising of the
      regional sports programming services in which Rainbow has an interest on
      the date hereof. Schedule 1.2B sets forth a list of all of the material
      assets of American Sports LLC as of the date hereof.

                  3.1.6 Financial Statements. Except as otherwise may be
      disclosed in the notes thereto, the financial statements of the
      Contributed Businesses (other than MSG and Florida Partnership) included
      in Schedule 3.1.6 (the "Financial Statements") have been prepared in
      accordance with GAAP applied on a consistent basis for the periods
      presented therein, and fairly present in all material respects the
      financial position, results of operations, cash flows and changes in
      partners' capital or members' equity of the Contributed Businesses as of
      the dates and for the periods presented therein (subject, in the case of
      interim financial statements, to normal year-end adjustments). The
      Contributed Businesses do not have any off balance sheet financing.

                  3.1.7 Ownership of and Title to Assets of the Contributed
      Businesses. Except as set forth in Schedule 3.1.7 hereto and excluding any
      contract granting a counterparty a security interest in any

                                      -22-
license agreement or physical materials that are the subject of such
      contract, the assets of the Contributed Businesses, the Rainbow National
      Contribution and the Rainbow Advertising Assets are not subject to any
      lien, charge, pledge or other encumbrance, except liens, charges, pledges
      or other encumbrances which do not have a material adverse effect on the
      financial condition of the Partnership and the Contributed Businesses,
      taken as a whole, of the National Sports Partnership and of the National
      Advertising Partnership.

                  3.1.8 Compliance with Applicable Laws and Material Contracts.
      Each of Rainbow, its Affiliates and each Contributed Business 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 financial
      condition of the Partnership and the Contributed Businesses, taken as a
      whole, of the National Sports Partnership or of the National Advertising
      Partnership, or upon the assets, liabilities or businesses of the
      Partnership and the Contributed Businesses, taken as a whole, of the
      National Sports Partnership or of the National Advertising Partnership.
      Each of Rainbow, its Affiliates and Contributed Business has all requisite

                                      -23-
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 financial condition of the Partnership and the Contributed
      Businesses, taken as a whole, of the National Sports Partnership and of
      the National Advertising Partnership. Except as set forth in Schedule
      3.1.8 hereto, none of Rainbow, its Affiliates or the Contributed
      Businesses is bound by any order, injunction or decree of any court,
      governmental department, commission, board, agency or instrumentality
      which would prevent any of the Contributed Businesses or Rainbow
      Advertising 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 financial condition of the Partnership and
      the

                                      -24-
Contributed Businesses, taken as a whole, of the National Sports
      Partnership or of the National Advertising Partnership. Any and all
      reports and forms required to be filed with any Governmental Entity by
      Rainbow, its Affiliates or any Contributed Business 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 Partnership and the Contributed
      Businesses, taken as a whole, on the National Sports Partnership or on the
      National Advertising Partnership.

                  Schedule 3.1.8 lists each contract to which any of Rainbow,
      its Affiliates, Rainbow Advertising (insofar as the Rainbow Advertising
      Assets are concerned) or any Contributed Business is a party and which (a)
      currently obligates any Contributed Business or Rainbow Advertising
      (insofar as the Rainbow Advertising Assets are concerned) to pay an amount
      in excess of $1 million in the aggregate over a 12 month period; or (b)
      limits or restricts the right of any Contributed Business or Rainbow
      Advertising (insofar as the Rainbow Advertising Assets are concerned) to
      compete in any geographical area in any material manner (each of which
      shall be deemed to be a "Material Contract"). Each Material Contract is a
      valid and binding agreement; the relevant Contributed Business or

                                      -25-
Rainbow Advertising has duly performed in all material respects its
      obligations thereunder to the extent that such obligations to perform have
      accrued; and except as set forth on Schedule 3.1.8 no material breach or
      default or event that would (with the passage of time, notice or both)
      constitute a material breach or default thereunder by the relevant
      Contributed Business or Rainbow Advertising or, to the best knowledge of
      Rainbow, any other party or obligor with respect thereto, has occurred or
      as a result of the execution of this Agreement or consummation of the
      transactions contemplated hereby will occur. The transactions contemplated
      by this Agreement and the Transaction Documents will not terminate or give
      any Person the right to terminate any of the Material Contracts.

                  3.1.9 Taxes and Reports. Each Contributed Business and Rainbow
      Advertising has filed in a proper and timely (including permitted
      extensions) manner all Federal tax returns and all state and local tax
      returns which are required to be filed by it or on its behalf and has paid
      all taxes, interest, penalties, assessments and deficiencies attributable
      to it which have become due. Except as provided for in the Financial
      Statements or as otherwise disclosed in Schedule 3.1.9 hereto, there are
      no pending, or to the best knowledge of Rainbow, threatened,
      investigations, audits,

                                      -26-
deficiencies or assessments attributable to or relating to the assessment
      or collection of taxes of a Contributed Business or Rainbow Advertising.
      To the best knowledge of Rainbow, there are no outstanding agreements or
      waivers extending the statutory period of limitations applicable to any
      Federal, state or local tax return of any Contributed Business or Rainbow
      Advertising for any period. Except as set forth on Schedule 3.1.9, no
      Contributed Business or Rainbow Advertising is a party to any action or
      proceeding by any Governmental Entity for the assessment or collection of
      taxes which have been asserted against it. Each Contributed Business and
      Rainbow Advertising has properly and timely (including permitted
      extensions) filed all other reports and returns required by any
      Governmental Entity where the failure to have filed any such report or
      return could adversely affect the ability of the Partnership, any
      Contributed Businesses, the National Sports Partnership or the National
      Advertising Partnership to conduct its business in the usual and ordinary
      course.

                  3.1.10 Benefit Plans. All "employee benefit plans", within the
      meaning of Section 3(3) of the Employment Retirement Income Security Act
      of 1974, as amended ("ERISA"), covering employees or former employees of
      any Contributed Business or Rainbow

                                      -27-
Advertising (the "Plans"), to the extent subject to ERISA, are in
      substantial compliance with ERISA. Each Plan which is an "employee pension
      benefit plan", within the meaning of Section 3(2) of ERISA ("Pension
      Plan") and which is intended to be qualified under Section 401(a) of the
      Internal Revenue Code of 1986, as amended (the "Code"), has received a
      favorable determination letter from the Internal Revenue Service.

                  No liability under Subtitle C or D of Title IV of ERISA has
      been or is expected to be incurred by any Contributed Business or Rainbow
      Advertising with respect to any "single-employer plan", within the meaning
      of Section 4001(a)(15) of ERISA, currently or formerly maintained by it or
      the single-employer plan of any entity which is considered one employer
      with such Contributed Entity or Rainbow Advertising under Section 4001 of
      ERISA (an "ERISA Affiliate"). No Contributed Business or Rainbow
      Advertising has incurred and none expects to incur any withdrawal
      liability with respect to a multiemployer plan under Subtitle E of Title
      IV of ERISA (regardless of whether based on contributions of an ERISA
      Affiliate). No notice of a "reportable event", within the meaning of
      Section 4043 of ERISA for which the 30-day reporting requirement has not
      been waived, has been required to be filed for any Pension Plan.

                                      -28-
No Pension Plan has an "accumulated funding deficiency"
      (whether or not waived) within the meaning of Section 412 of the Code or
      Section 302 of ERISA.

                  Under each Pension Plan as of the last day of the most recent
      plan year ended prior to the date hereof, the actuarially determined
      present value of all "benefit liabilities", within the meaning of Section
      4001(a)(16) of ERISA (as determined on the basis of the actuarial
      assumptions contained in the Plan's most recent actuarial valuation), did
      not exceed the then current value of the assets of such Plan, and there
      has been no material adverse change in the financial condition of such
      Plan since the last day of the most recent year.

                  3.1.11 Absence of Insolvency Proceedings. As of the date
      hereof there is no bankruptcy, reorganization or insolvency proceeding of
      any character, voluntary or involuntary, relating to Rainbow, any of its
      Affiliates, any Contributed Business or Rainbow Advertising or, to the
      best knowledge of Rainbow, affecting any partner in a Contributed Business
      which is pending or, to the best knowledge of Rainbow, threatened. None of
      Rainbow, any of its Affiliates, any Contributed Business or Rainbow
      Advertising has made any assignment for the benefit of creditors or taken
      any action with a view to, or which

                                      -29-
would constitute a basis for, the institution of a bankruptcy,
      reorganization or insolvency proceeding.

                  3.1.12 [Reserved]

                  3.1.13 Litigation. Except as set forth in Schedule 3.1.13,
      there is no action, suit, litigation, proceeding or investigation by or
      before any Governmental Entity pending or, to the best knowledge of
      Rainbow, threatened, against or relating to Rainbow, any of its Affiliates
      or any Contributed Business which, in each case, is reasonably likely to
      have a material adverse effect on the financial condition of the
      Partnership and the Contributed Businesses, taken as a whole, of the
      National Sports Partnership or of the National Advertising Partnership, or
      which in any manner challenges or seeks injunctive or other non-monetary
      relief or seeks to prevent, enjoin, alter or delay any transaction
      contemplated hereby or by any of the Transaction Documents.

                  3.1.14 No Material Adverse Change. Except as provided in
      Schedule 3.1.14, there has been no material adverse change in the business
      or financial condition of any of the Contributed Businesses or Rainbow
      Advertising (insofar as the Rainbow Advertising Assets are concerned)
      since the latest dates for which information is set forth in Financial
      Statements and on or prior to the date of this Agreement.

                                      -30-
3.1.15 Purchase for Own Account, Etc. Rainbow acknowledges
      that the Rainbow Interests acquired pursuant to this Agreement are being
      acquired without registration under the Securities Act of 1933, as amended
      ("Securities Act"), or under similar provisions of state law and
      represents and warrants to Fox/Liberty, the Partnership, the National
      Sports Partnership and the National Advertising Partnership that it is
      acquiring the Rainbow Interests for its own account, for investment and
      with no view to the distribution thereof, and agrees not to transfer or
      attempt to transfer any of the Rainbow Interests in the absence of
      registration under the Securities Act and any applicable state securities
      laws or an available exemption from such registration.

            3.2 Survival of Representations and Warranties. The representations
of Rainbow set forth in this Agreement shall survive the Closing for a period of
six months, except that the representations and warranties in the first sentence
of Section 3.1.5 shall survive indefinitely; the representations and warranties
in Section 3.1.9 shall survive until the expiration of the relevant statute of
limitations; and the representations and warranties in Section 3.1.6 shall
survive until one year after the date of this Agreement. The certifications
required by Section 7.1.1 shall not survive the Closing except to the

                                      -31-
extent such certifications relate to representations and warranties that
expressly survive the Closing pursuant to the first sentence of this Section 3.2
and as to such certifications, the same shall survive the Closing for so long as
the related representation and warranty survives the Closing. Each
representation and warranty of Rainbow in this Article 3 is made on the
assumption that there are no facts or circumstances particularly applicable to
Fox/Liberty or any of its Affiliates that is not an Affiliate of Rainbow and
that no action (other than actions contemplated by the Agreement) has been taken
by Fox/Liberty or any of its Affiliates that is not an Affiliate of Rainbow that
would make such representation or warranty untrue.

            3.3 Florida Partnership Matters. The parties recognize and
acknowledge that neither Rainbow nor any of its Affiliates is the managing
partner of Florida Partnership and to the extent that any of the representations
or warranties in Section 3.1 related to Florida Partnership Rainbow is making
such representation and warranty solely on the basis of its knowledge without
investigation or inquiry.

            4. Representations and Warranties of Fox/Liberty.

            Fox/Liberty represents and warrants to Rainbow as

follows:

                                      -32-
4.1.1 Organization and Standing. Each of Fox/Liberty and Fox
      Sports Americas is duly organized and validly existing in good standing
      under the laws of its jurisdiction of organization and has full limited
      liability company or limited partnership power and authority to carry on
      its business as it is now being conducted and to own and operate its
      assets and properties and, in the case of Fox/Liberty to execute, deliver
      and perform its obligations under this Agreement and the other Transaction
      Documents to which it is a party.

                  4.1.2 Authorization and Enforceability. The execution,
      delivery and performance of this Agreement and the Transaction Documents
      to which it is a party by Fox/Liberty and each of its Affiliates, the
      sale, conveyance, transfer and contribution to the Partnership of the
      Fox/Liberty Partnership Contribution, the sale, conveyance and transfer by
      Fox/Liberty to the National Sports Partnership of the Fox/Liberty National
      Contribution and the sale, conveyance, transfer and contribution by
      Fox/Liberty to National Advertising Partnership of the Fox/Liberty
      Advertising Assets, have been duly authorized and approved by all
      necessary action as required by applicable law and the respective
      certificates of incorporation and by-laws (or comparable organization

                                      -33-
documents of noncorporate entities) of Fox/Liberty and such Affiliates.
      This Agreement constitutes, and when executed and delivered the
      Transaction Documents will constitute valid and binding agreements of
      Fox/Liberty and each of its Affiliates that is a party thereto,
      enforceable against it, in accordance with its terms.

                  4.1.3 Absence of Restrictions. As of the Closing, the
      execution and delivery by Fox/Liberty of this Agreement and the execution,
      delivery and performance by Fox/Liberty and each of its Affiliates of the
      other Transaction Documents to which it is a party do not, and the
      consummation by it or any such Affiliate of the transactions contemplated
      hereby and thereby and the performance by it or any such Affiliate of its
      or such Affiliates' obligations hereunder and thereunder will not, violate
      any provision of its certificate of incorporation or by-laws (or
      comparable instruments in the case of noncorporate entities), or conflict
      with or result in a violation of or default (with or without notice or
      lapse of time or both) under any material loan or credit agreement, note,
      bond, mortgage, indenture, lease or other agreement or any instrument,
      permit, concession, franchise or license to which it or any of such
      Affiliates is a party or otherwise bound, or any judgment, order or decree
      binding upon it or any such Affiliate, other than any

                                      -34-
such conflicts, violations or defaults which individually or in the
      aggregate will not have a material adverse effect on the assets or
      businesses included in the Fox/Liberty National Contribution, or on the
      financial condition of the Partnership and the Contributed Businesses,
      taken as a whole, of Fox Sports Net, of the National Sports Partnership or
      of the National Advertising Partnership or on the ability of Fox/Liberty
      and its Affiliates to perform their respective obligations hereunder or
      thereunder or that have been waived; will not result (upon notice, with
      the lapse of time or otherwise) in the creation, imposition or right to
      exercise or foreclosure of a lien, charge, security interest, option,
      equity, claim or other encumbrance of any nature whatsoever upon the
      assets included in the Fox/Liberty National Contribution, or the assets of
      the Partnership or any Contributed Businesses, of Fox Sports Net, of the
      National Sports Partnership or of the National Advertising Partnership,
      which will have a material adverse effect upon the assets or businesses
      included in the Fox/Liberty National Contribution or the financial
      condition of the Partnership and the Contributed Businesses, taken as a
      whole, of the National Sports Partnership or of the National Advertising
      Partnership and will not conflict with, or

                                      -35-
result in any material violation of, any ordinance, statute, law, rule or
      regulation applicable to Fox/Liberty, or any of its Affiliates, Fox Sports
      Net, the National Sports Partnership or the National Advertising
      Partnership or by which any of them or their respective properties, assets
      or businesses may be bound or affected, which violation will have a
      material adverse effect upon the assets or businesses included in the
      Fox/Liberty National Contribution or on the financial condition of the
      Partnership and the Contributed Businesses, taken as a whole, of Fox
      Sports Net, of the National Sports Partnership or of the National
      Advertising Partnership. No consent, approval, order or authorization of,
      or registration, declaration or filing with, any Governmental Entity is
      necessary for the execution, delivery and performance by Fox/Liberty or
      any of its Affiliates of this Agreement or the Transaction Documents to
      which any of them is a party or the consummation by any of them of the
      transactions contemplated hereby and thereby. Each of Fox/Liberty, its
      Affiliates and Fox Sports Net are in compliance with all applicable laws,
      regulations, rules and orders of Governmental Entities, non-compliance
      with which would have a material adverse effect on the Fox/Liberty
      National Contribution or the financial condition of the Partnership and
      the

                                      -36-
Contributed Businesses, taken as a whole, of Fox Sports Net, of the
      National Sports Partnership, or of the National Advertising Partnership or
      on the ability of each of Fox/Liberty and each of its Affiliates to
      perform its obligations hereunder or under the Transaction Documents to
      which it is a party.

                  4.1.4 Arrangements Concerning Assets Transferred. Except as
      expressly provided herein or in Schedule 4.1.4, there are no outstanding
      or authorized options, warrants, calls, subscriptions, or other rights,
      commitments, contracts, arrangements, or understandings (whether oral or
      written) to grant, sell, issue or deliver any interest of Fox/Liberty's or
      its Affiliates' in the Partnership, any Contributed Business, PSA
      Partnership, the National Sports Partnership, the National Advertising
      Partnership, Fox Sports Net or the Fox/Liberty National Contribution or
      any portion thereof, nor are there voting trusts or other written
      arrangements, agreements or understandings with respect to Fox/Liberty's
      or its Affiliates' ownership, transfer or voting of the interests in the
      Partnership, any Contributed Business, PSA Partnership, the National
      Sports Partnership, the National Advertising Partnership, the Fox/Liberty
      National Contribution or Fox Sports Net or any portion thereof.

                                      -37-
4.1.5 Ownership and Title. Except as provided in Schedule
      4.1.5, as of the Closing (i) the National Sports Partnership will own the
      Fox/Liberty National Contribution and (ii) the National Advertising
      Partnership will own the Fox/Liberty Advertising Assets, in each case
      subject to no lien, charge, pledge, or other encumbrance whatsoever other
      than any created by Rainbow or any of its Affiliates. Schedule 1.3, when
      delivered pursuant to Section 5.4, shall set forth a list of all of the
      material assets of Fox/Liberty Advertising relating to the national
      advertising of each of the regional sports programming services in which
      any of Fox/Liberty and its Affiliates has an ownership interest on the
      date hereof and of Fox Sports Net. Schedule 1.8A sets forth a list of all
      of the programming contracts and all material nonprogramming contracts
      pertaining to or used in the business of Fox Sports Net or owned by Fox
      Sports Net on the date hereof included in the Transferred Assets and each
      of which is included in the Transferred Assets. The maximum annual rights
      fees payable under each of the programming contracts listed on Schedule
      1.8A do not exceed the amounts specified in Schedule 1.8A. Schedule 1.8B,
      when delivered as provided in Section 5.5 will include all of the other
      assets used in the business of Fox Sports Net. The assets listed

                                      -38-
on Schedule 1.8A and Schedule 1.8B are sufficient to run the business of
      Fox Sports Net as it has been operated in the past and as it is now being
      operated and the Business Plan attached as Annex B to the National Sports
      Partnership Agreement reflects such assets. Schedule 1.8B will not include
      any assets not heretofore used in the business of Fox Sports Net.

                  4.1.6 [Reserved]

                  4.1.7 Ownership and Title. Except as set forth in Schedule
      4.1.7 hereto and excluding any contract granting a counterparty a security
      interest in any license agreement or physical materials that are the
      subject of such contract, the assets included in the Fox/Liberty National
      Contribution and the Fox/Liberty Advertising Assets are not subject to any
      lien, charge, pledge or other encumbrance, except liens, charges, pledges
      or other encumbrances which do not have a material adverse effect on the
      assets or businesses included in the Fox/Liberty National Contribution or
      on the financial condition of the National Sports Partnership or the
      National Advertising Partnership.

                  4.1.8 Compliance with Applicable Laws and Material Contracts.
      Each of Fox/Liberty, its Affiliates and Fox Sports Net is in conformity in
      all material respects with all applicable governmental or

                                      -39-
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 assets or businesses included in the Fox/Liberty National
      Contribution or on the financial condition of the Partnership and the
      Contributed Businesses, taken as a whole, Fox Sports Net, the National
      Sports Partnership or the National Advertising Partnership or upon the
      assets, liabilities or businesses of the Partnership and the Contributed
      Businesses, taken as a whole, Fox Sports Net, the Fox/Liberty National
      Contribution, the National Sports Partnership or the National Advertising
      Partnership. Each of Fox/Liberty and its Affiliates and Fox Sports Net 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 assets or businesses included in the
      Fox/Liberty National Contribution, or on the financial condition of the
      Partnership and the Contributed Businesses, taken as a whole, of Fox
      Sports

                                      -40-
Net, of the National Sports Partnership or of the National Advertising
      Partnership. Except as set forth in Schedule 4.1.8 hereto none of
      Fox/Liberty, its Affiliates and Fox Sports Net is bound by any order,
      injunction or decree of any court, governmental department, commission,
      board, agency or instrumentality which would prevent Fox Sports Net, any
      of the Contributed Businesses, the National Sports Partnership or
      Fox/Liberty Advertising from conducting its business in substantially the
      same manner as such business has heretofore been conducted, or from
      operating and leasing its material 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 assets or
      businesses included in the Fox/Liberty National Contribution or on the
      financial condition of the Partnership and the Contributed Businesses,
      taken as a whole, of Fox Sports Net, of the National Sports Partnership or
      of the National Advertising Partnership. Any and all reports and forms
      required to be filed with any Governmental Entity by Fox/Liberty and its
      Affiliates or Fox Sports Net 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

                                      -41-
the assets or businesses included in the Fox/Liberty National Contribution
      or on the Partnership and the Contributed Businesses, taken as a whole,
      Fox Sports Net, the National Sports Partnership or the National
      Advertising Partnership.

                  Schedule 4.1.8 lists each contract to which Fox/Liberty or any
      of its Affiliates, Fox/Liberty Advertising (insofar as the Fox/Liberty
      Advertising Assets are concerned), or Fox Sports Net, is a party and which
      (a) currently obligates Fox/Liberty (insofar as the assets and businesses
      included in the Fox/Liberty National Sports Contribution are concerned),
      Fox Sports Net or Fox/Liberty Advertising (insofar as the Fox/Liberty
      Advertising Assets are concerned) to pay an amount in excess of $1 million
      in the aggregate over a 12 month period or (b) limits or restricts the
      right of Fox/Liberty (insofar as the assets and businesses included in the
      Fox/Liberty National Sports Contribution are concerned), Fox Sports Net or
      Fox/Liberty Advertising (insofar as the Fox/Liberty Advertising Assets are
      concerned) to compete in any geographical area in any material manner
      (each of which shall be deemed to be a "Fox/Liberty Material Contract").
      Each Fox/Liberty Material Contract is a valid and binding agreement; each
      of Fox/Liberty, Fox Sports Net or Fox/Liberty Advertising

                                      -42-
has duly performed in all material respects its obligations thereunder to
      the extent that such obligations to perform have accrued; and except as
      set forth on Schedule 4.1.8 no material breach or default or event that
      would (with the passage of time, notice or both) constitute a material
      breach or default thereunder by Fox/Liberty, Fox Sports Net, Fox/Liberty
      Advertising or, to the best knowledge of Fox/Liberty, any other party or
      obligor with respect thereto, has occurred or as a result of the execution
      of this Agreement or consummation of the transactions contemplated hereby
      will occur. The transactions contemplated by this Agreement and the
      Transaction Documents will not terminate or give any Person the right to
      terminate any of the Fox/Liberty Material Contracts.

                  4.1.9 Taxes and Reports. Fox/Liberty, (insofar as the assets
      and businesses included in the Fox/Liberty National Contribution are
      concerned) Fox Sports Net and Fox/Liberty Advertising have filed in a
      proper and timely (including permitted extensions) manner all Federal tax
      returns and all state and local tax returns which are required to be filed
      by it or on its behalf and has paid all taxes, interest, penalties,
      assessments and deficiencies attributable to it which have become due.
      Except as disclosed in Schedule 4.1.9

                                      -43-
hereto, there are no pending, or to the best knowledge of Fox/Liberty,
      threatened, investigations, audits, deficiencies or assessments
      attributable to or relating to the assessment or collection of taxes of
      Fox/Liberty (insofar as the assets and businesses included in the
      Fox/Liberty National Contribution are concerned), Fox Sports Net or
      Fox/Liberty Advertising. To the best knowledge of Fox/Liberty, there are
      no outstanding agreements or waivers extending the statutory period of
      limitations applicable to any Federal, state or local tax return of
      Fox/Liberty (insofar as the assets and businesses included in the
      Fox/Liberty National Contribution are concerned), Fox Sports Net or
      Fox/Liberty Advertising for any period. Except as set forth on Schedule
      4.1.9, none of Fox/Liberty (insofar as the assets and businesses included
      in the Fox/Liberty National Contribution are concerned), Fox Sports Net or
      Fox/Liberty Advertising is a party to any action or proceeding by any
      Governmental Entity for the assessment or collection of taxes which have
      been asserted against it. Fox/Liberty, (insofar as the assets and
      businesses included in the Fox/Liberty National Contribution are
      concerned), Fox Sports Net and Fox/Liberty Advertising has each properly
      and timely (including permitted extensions) filed all other reports and
      returns required by any Governmental Entity

                                      -44-
where the failure to have filed any such report or return could adversely
      affect the ability of the Partnership, any Contributed Business, Fox
      Sports Net, the National Sports Partnership or the National Advertising
      Partnership to conduct its business in the usual and ordinary course.

                  4.1.10 Benefit Plans. All "employee benefit plans", within the
      meaning of Section 3(3) of ERISA, covering employees or former employees
      of Fox/Liberty (insofar as the assets and businesses included in the
      Fox/Liberty National Contribution are concerned), Fox Sports Net or
      Fox/Liberty Advertising (the "Fox/Liberty Plans"), to the extent subject
      to ERISA, are in substantial compliance with ERISA. Each Fox/Liberty Plan
      which is an "employee pension benefit plan", within the meaning of Section
      3(2) of ERISA ("Fox/Liberty Pension Plan") and which is intended to be
      qualified under Section 401(a) of the Code, has received a favorable
      determination letter from the Internal Revenue Service.

                  No liability under Subtitle C or D of Title IV of ERISA has
      been or is expected to be incurred by Fox/Liberty or Fox/Liberty
      Advertising with respect to any "single-employer plan", within the meaning
      of Section 4001(a)(15) of ERISA, currently or formerly maintained by it or
      the single-employer plan

                                      -45-
of any entity which is considered one employer with Fox Sports Net or
      Fox/Liberty Advertising under Section 4001 of ERISA (a "Fox Sports Net
      ERISA Affiliate"). Neither Fox/Liberty (insofar as the assets and
      businesses included in the Fox/Liberty National Sports Contribution are
      concerned), Fox Sports Net nor Fox/Liberty Advertising has incurred and
      neither expects to incur any withdrawal liability with respect to a
      multiemployer plan under Subtitle E of Title IV of ERISA (regardless of
      whether based on contributions of a Fox Sports Net ERISA Affiliate). No
      notice of a "reportable event", within the meaning of Section 4043 of
      ERISA for which the 30-day reporting requirement has not been waived, has
      been required to be filed for any Fox/Liberty Pension Plan.

                  No Fox/Liberty Pension Plan has an "accumulated funding
      deficiency" (whether or not waived) within the meaning of Section 412 of
      the Code or Section 302 of ERISA.

                  Under each Fox/Liberty Pension Plan as of the last day of the
      most recent plan year ended prior to the date hereof, the actuarially
      determined present value of all "benefit liabilities", within the meaning
      of Section 4001(a)(16) of ERISA (as determined on the basis of the
      actuarial assumptions contained in the Fox/Liberty Plan's most recent
      actuarial valuation),

                                      -46-
did not exceed the then current value of the assets of such Fox/Liberty
      Plan, and there has been no material adverse change in the financial
      condition of such Fox/Liberty Plan since the last day of the most recent
      year.

                  4.1.11 Absence of Insolvency Proceedings. As of the date
      hereof there is no bankruptcy, reorganization or insolvency proceeding of
      any character, voluntary or involuntary, relating to Fox/Liberty, any of
      its Affiliates, Fox Sports Net or Fox/Liberty Advertising or, to the best
      knowledge of Fox/Liberty, affecting any partner in Fox Sports Net which is
      pending or, to the best knowledge of Fox/Liberty, threatened. None of
      Fox/Liberty, any of its Affiliates, Fox Sports Net or Fox/Liberty
      Advertising has made any assignment for the benefit of creditors or taken
      any action with a view to, or which would constitute a basis for, the
      institution of a bankruptcy, reorganization or insolvency proceeding.

                  4.1.12 [Reserved]

                  4.1.13 Litigation. Except as set forth in Schedule 4.1.13,
      there is no action, suit, litigation, proceeding or investigation by or
      before any Governmental Entity pending or, to the best knowledge of
      Fox/Liberty, threatened, against or relating to Fox/Liberty, any of its
      Affiliates or Fox Sports Net,

                                      -47-
which, in each case, is reasonably likely to have a material adverse
      effect on the Fox/Liberty National Contribution or on the financial
      condition of Fox Sports Net or the Partnership and the Contributed
      Businesses, taken as a whole, of the National Sports Partnership or of the
      National Advertising Partnership, or which in any manner challenges or
      seeks injunctive or other non-monetary relief or seeks to prevent, enjoin,
      alter or delay any transaction contemplated hereby or by any of the
      Transaction Documents.

                  4.1.14 No Material Adverse Change Except as provided in
      Schedule 4.1.14, there has been no material adverse change in the business
      or financial condition of Fox Sports Net or Fox/Liberty Advertising
      (insofar as the Fox/Liberty Advertising Assets are concerned) since
      January 1, 1997 and on or prior to the date of this Agreement.

                  4.1.15 Purchase for Own Account, Etc. Fox/Liberty acknowledges
      that the Fox/Liberty Interests acquired pursuant to this Agreement are
      being acquired without registration under the Securities Act or under
      similar provisions of state law and represents and warrants to Rainbow,
      the Partnership, the National Sports Partnership and the National
      Advertising Partnership that they are acquiring the Fox/Liberty Interests
      for their own account, for investment and

                                      -48-
with no view to the distribution thereof, and agree not to transfer or
      attempt to transfer any of the Fox/Liberty Interests in the absence of
      registration under the Securities Act and any applicable state securities
      laws or an available exemption from such registration.

            4.2 Survival of Representations and Warranties. The representations
of Fox/Liberty set forth in this Agreement shall not survive the Closing for a
period of six months except that the representatives and warranties in the first
sentence of Section 4.1.5 shall survive indefinitely; the representations and
warranties in Section 4.1.9 shall survive until the expiration of the relevant
statute of limitations; and the representations and warranties in Section 4.1.6
shall survive until one year after the date of this Agreement. The
certifications required by Section 7.2.2 shall not survive the Closing except to
the extent such certifications relate to representations and warranties that
expressly survive the Closing pursuant to the first sentence of this Section 4.2
and as to such certifications, shall survive the Closing for so long as the
related representation and warranty survives the Closing. Each representation
and warranty made in this Article 4 is made on the assumption that there are no
facts or circumstances particularly applicable to Rainbow or any of its
Affiliates that is not an Affiliate of Fox/Liberty and that no action

                                      -49-
(other than actions contemplated by this Agreement) has been taken by Rainbow or
its Affiliates that is not an Affiliate of Fox/Liberty that would make such
representation or warranty untrue.

            5. Agreements of the Parties.

            5.1 Access to Information. (a) Subject to any confidentiality
obligations in existence on the date of this Agreement, prior to the Closing,
Fox/Liberty may make such reasonable investigation of the Contributed Businesses
(other than MSG) and the Rainbow Advertising Assets as Fox/Liberty may
reasonably request. Rainbow shall cause the Contributed Businesses (other than
MSG) and Rainbow Advertising to give to Fox/Liberty and their counsel, financial
advisors, accountants and other representatives reasonable access, on reasonable
notice during normal business hours throughout the period prior to the Closing
to the offices, property, books, agreements, records and files of the
Contributed Businesses (other than MSG) and of Rainbow Advertising (insofar as
they relate to the Rainbow Advertising Assets), to their key management
personnel and agents and to all documents and copies of documents and
information concerning the businesses that are the subject of this Agreement as
Fox/Liberty may reasonably request. Rainbow will cause the Contributed
Businesses (other than MSG) and Rainbow Advertising to instruct their respective
employees, counsel, financial advisors and accountants to

                                      -50-
cooperate with Fox/Liberty in their investigation of the Contributed Businesses
(other than MSG) and the Rainbow Advertising Assets. Fox/Liberty shall hold, and
cause its representatives to hold, all information and documents received
pursuant to this Section 5.1(a) confidential and, if the transactions
contemplated by this Agreement are not consummated for any reason, shall return
to the Contributed Businesses all such information and documents and any copies
as soon as practicable.

            (b) Subject to any confidentiality obligations in existence on the
date of this Agreement, prior to the Closing, Rainbow may make such reasonable
investigation of the assets and businesses included in the Fox/Liberty National
Contribution, Fox Sports Net and the Fox/Liberty Advertising Assets as Rainbow
may reasonably request. Fox/Liberty shall, and shall cause Fox Sports Net, Fox
Sports Americas and Fox/Liberty Advertising to give Rainbow and its counsel,
financial advisors, accountants and other representatives reasonable access, on
reasonable notice during normal business hours throughout the period prior to
the Closing to the offices, property, books, agreements, records and files of
Fox/Liberty, Fox Sports Net, Fox Sports Americas and of Fox/Liberty Advertising
(insofar as they relate to the Fox/Liberty Advertising Assets), to its key
management personnel and agents and to all documents and copies of documents and
information concerning their

                                      -51-
businesses that are the subject of this Agreement as Rainbow may reasonably
request. Fox/Liberty will, and will cause Fox Sports Net, Fox Sports Americas
and Fox/Liberty Advertising to instruct their employees, counsel, financial
advisors and accountants to cooperate with Rainbow in its investigation of the
assets and businesses included in the Fox/Liberty National Contribution, Fox
Sports Net and the Fox/Liberty Advertising Assets. Rainbow shall hold, and cause
its representatives to hold, all information and documents received pursuant to
this Section 5.1(b) confidential and, if the transactions contemplated by this
Agreement are not consummated for any reason, shall return to Fox/Liberty all
such information and documents and any copies as soon as practicable.

            5.2 Conduct of Business Pending the Closing. From and after the date
hereof, until the Closing, Rainbow shall cause the Contributed Businesses, PSA
Partnership and Rainbow Advertising (insofar as the Rainbow Advertising Assets
are concerned) to operate, and Fox/Liberty shall cause Fox Sports Net, Fox
Sports Americas and Fox/Liberty Advertising (insofar as the Fox/Liberty
Advertising Assets are concerned) to operate their respective businesses, and
Fox/Liberty will operate its business (to the extent included in the Fox/Liberty
National Contribution), in the ordinary course in a manner consistent with past
practice. None of the Contributed Businesses, PSA Partnership, Rainbow

                                      -52-
Advertising (insofar as the Rainbow Advertising Assets are concerned) or
Fox/Liberty (insofar as the assets included in the Fox/Liberty National
Contribution on concerned), Fox Sports Net or Fox/Liberty Advertising (insofar
as the Fox/Liberty Advertising Assets are concerned) may take any action set
forth in Sections 4.9(iii), (iv), (v), (vii) and (viii) of the form of
Partnership Agreement of the Partnership (as if such entity were the
Partnership). Nothing in this Section 5.2 shall (i) limit any action or require
any action which is inconsistent with the terms of any partnership agreement,
limited liability company agreement (or similar document) relating to a
Contributed Business that includes one or more outside partners or investors
(other than Affiliates of Rainbow and Fox/Liberty) or is inconsistent with the
fiduciary or other obligations of any partner therein (ii) restrict any
Contributed Business, PSA Partnership, Rainbow Advertising, Fox Sports Net or
Fox/Liberty Advertising from distributing to its partners, members, or
stockholders at any time, or from time to time, prior to the Closing cash on a
basis generally consistent with past practice (although the timing of such
distributions may vary from past practice), and a party to this Agreement will
not be in breach of this Section 5.2 if acting or failing to act in reliance on
clauses (i) or (ii). Rainbow will not permit the Contributed Businesses to incur
additional indebtedness for borrowed money unless (i) as a

                                      -53-
result, the aggregate indebtedness for borrowed money of the Contributed
Businesses outstanding on the Closing Date would not exceed $925 million plus
any debt the incurrence of which is agreed to by Fox/Liberty and (ii) the
proceeds from the incurrence of such indebtedness are used for repayment of debt
or other business purposes but not distribution to the partners.

            5.3 Other Action. Each of the parties hereto shall use its
reasonable best efforts to cause the fulfillment at the earliest practicable
date of all of the conditions to its obligations to consummate the transactions
contemplated by this Agreement.

            5.4 Advertising Assets Schedules. Within 10 days following the date
of this Agreement, Rainbow will deliver to Fox/Liberty Schedule 1.2 listing the
Rainbow Advertising Assets and any related Advertising Accepted Liabilities.
Fox/Liberty may reasonably object within five days to any assets or liabilities
included or excluded from such schedule and such schedule shall be amended to
accommodate any such reasonable objections. Within 10 days following the date of
this Agreement, Fox/Liberty will deliver to Rainbow Schedule 1.3 listing the
Fox/Liberty Advertising Assets and any related Advertising Accepted Liabilities.
Rainbow may reasonably object within five days to any assets or liabilities
included or excluded from such schedules and

                                      -54-
such schedules shall be amended to accommodate any such reasonable objection.

            5.5 Fox Sports Net Asset Schedule. Within ten days after the date of
this Agreement Fox/Liberty will deliver to Rainbow Schedule 1.8B. Rainbow may
reasonably object within five days to any assets included or excluded from such
schedule and such schedule shall be amended to accommodate any such reasonable
objections.

            5.6 Fox Sports Americas. Fox/Liberty will make available to Rainbow
all relevant information concerning the business and operations of Fox Sports
Americas - U.S. L.P., a Delaware limited partnership ("Fox Sports Americas"),
within 10 days following the date of this Agreement and Rainbow shall have 30
days in which to decide whether the assets of Fox Sports Americas, or all of the
LLC membership interests in Fox Sports Americas, should be included in the
Fox/Liberty National Contribution. Rainbow shall furnish Fox/Liberty written
notice of its election. The contribution will be structured in the most tax
efficient manner.

            5.7 HSR Filings. If a filing under the HSR Act is required, promptly
after the execution of this Agreement, Rainbow and its Affiliate and Fox/Liberty
and their Affiliates will use their reasonable best efforts to complete, execute
and file all notifications and reports required to be filed under the HSR Act,
and will use their

                                      -55-
reasonable best efforts to provide all information requested by any Governmental
Entity from time to time in connection with such notifications and filings.

            5.8 Advertising Budget and Business Plan. The Budget and Business
Plan which is Annex B to the National Advertising Partnership Agreement shall be
delivered in draft form by Fox/Liberty to Rainbow within 10 business days
following the delivery of Schedules 1.2 and 1.3 as provided in Section 5.4 and
Rainbow shall have 10 days to review and comment on such draft Budget and
Business Plan and the parties shall work together to develop a final version of
such Business Plan which is mutually agreeable to both parties. Only the
mutually agreed version shall constitute the Budget and Business Plan for
purposes of the National Advertising Partnership Agreement.

            5.9 Allocation Policies and Approved Agreements. The Allocation
Policies for Indirect Expenses which are Annexes D to the National Sports
Partnership Agreement and the National Advertising Agreement and the Approved
Agreements schedules which are Annexes A to the National Sports Partnership
Agreement and the National Advertising Agreement, shall be delivered in draft
form by Fox/Liberty to Rainbow within 10 business days following the date of
this Agreement and the parties hereto shall work in good faith to mutually agree
upon the final form of such annexes. Only the mutually agreed versions shall
constitute the

                                      -56-
Allocation Policies and Approved Agreements schedules for purposes of the
National Advertising Partnership Agreement and the National Sports Partnership
Agreement.

            6. Conditions Precedent; Covenant as to Transaction Documents.

            6.1 Conditions Precedent To Both Parties' Obligations. The
performance of the obligations of both of the parties hereto at the Closing is
subject to the conditions that, prior to or simultaneously with the Closing:

            (i) the Partnership Agreement relating to the Partnership
      substantially in the form of Annex A shall have been executed and
      delivered by the parties thereto.

            (ii) the National Sports Partnership Agreement in substantially the
      form of Annex B shall have been executed and delivered by the parties
      hereto.

            (iii) the National Advertising Partnership Agreement in
      substantially the form of Annex C shall have been executed and delivered
      by the parties thereto.

            (iv) the Partnership and Fox shall have executed and delivered a
      Trademark/Tradename License Agreement relating to the use of the name
      "Fox" that is in form and substance mutually agreeable to the parties
      hereto.

                                      -57-
(v) each of the Regionals in which Rainbow or Fox/Liberty has an
      interest (other than an Unrestricted Regional) and Fox shall have executed
      and delivered a Trademark/Tradename Sublicense Agreement relating to the
      use of the name "Fox" that is in form and substance mutually agreeable to
      the parties hereto.

            (vi) the parties hereto or their appropriate Affiliates shall have
      delivered or caused to be delivered, the amendments to the partnership
      agreements of Chicago Partnership, Pacific Partnership, PSA Partnership
      and Prism Partnership in substantially the forms of Annexes E-1 through
      E-4.

            (vii) the National Sports Affiliation Agreements referred to in
      Annex F shall have been executed and delivered.

            (viii) the Regional Affiliation Agreements referred to in Annex G
      shall have been executed and delivered.

            (ix) the Reimbursement and Guarantee Agreement set forth as Annex H
      shall have been executed and delivered.

            (x) the Advertising Representation Agreements referred to in Annex I
      shall have been executed and delivered.

            (xi) the Options Reimbursement Agreement in substantially the form
      of Annex J shall have been executed and delivered by the parties thereto.

                                      -58-
(xi) the Transaction Documents (in addition to those listed above)
      shall have been executed and delivered by the parties thereto and such
      parties shall have performed all obligations required to be performed by
      this Agreement and under the Transaction Documents as of the Closing.

            (xii) the parties hereto shall have received all required regulatory
      and other third party consents, including approvals of the National Hockey
      League and the National Basketball Association, and any required waiting
      periods under the HSR Act shall have terminated.

            (xiii) There shall not be pending or threatened by any Governmental
      Entity any action, suit or proceeding (or by any other person any action,
      suit or proceeding which has a reasonable likelihood of success),
      challenging or seeking to restrain or prohibit consummation of the
      transactions contemplated to occur at the Closing or seeking to obtain in
      connection with such transactions any damages that are material in
      relation to the size of all the transactions to occur at the Closing.

            (xiv) the representations and warranties made by the other party
      hereto shall be true and correct in all material respects at and as of the
      Closing (except to the extent that any such representation and warranty

                                      -59-
expressly relates to an earlier date, in which case such representation
      and warranty shall be true and correct on and as of such earlier date) and
      such party shall have performed or complied in all material respects with
      all obligations and covenants required to be performed or complied with by
      such party.

            6.2 Obligation to Execute Transaction Documents. Upon the
satisfaction of all applicable conditions, each party hereto will execute and
deliver the Transaction Documents to which it is to be a party and each party
will cause each of its Affiliates that is to be a party to a Transaction
Document to execute and deliver each such Transaction Document.

            6.3 Frustration of Closing Conditions. Neither Rainbow nor
Fox/Liberty may rely on the failure of any condition set forth in Article 6 or 7
to be satisfied if such failure was caused by its or its Affiliate's failure to
act in good faith or to cooperate and use all reasonable efforts to cause the
applicable Closing to occur as required by Section 5.3.

            7. Documents to Be Delivered at the Closing.

            7.1 By Rainbow.

                  7.1.1 To Fox/Liberty At Closing, Rainbow shall deliver, or
      shall cause to be delivered, to Fox/Liberty:

                                      -60-
(a) Certificate. A certificate executed by an executive officer of
      Rainbow stating that the representations and warranties made by Rainbow in
      this Agreement are true and correct in all material respects at and as of
      the Closing (except to the extent that any such representation and
      warranty expressly relates to an earlier date, in which case such
      representation and warranty shall be true and correct on and as of such
      earlier date) and that all of the covenants and other obligations required
      by this Agreement and the Transaction Documents to be performed by Rainbow
      and its Affiliates on or prior to the Closing have been performed in all
      material respects.

            (b) Other Documents. Such other instruments, documents, certificates
      and opinions as may be reasonably requested by Fox/Liberty to confirm the
      satisfaction of the Closing conditions and to consummate this Agreement
      and the transactions contemplated hereby.

                  7.1.2 To the Partnership. At the Closing, Rainbow shall
      deliver to the Partnership valid and effective instruments of transfer
      conveying to the Partnership title to each of the Transferred Entity
      Interests.

                  7.1.3 To the National Sports Partnership. At the Closing
      Rainbow shall deliver to the National

                                      -61-
Sports Partnership valid and effective instruments of transfer conveying
      to the National Sports Partnership (i) all of the membership interests in
      American Sports LLC, (ii) a 50% general partnership interest in PSA
      Partnership and (iii) all of the outstanding capital stock of
      SportsChannel Ventures, Inc.

                  7.1.4 To the National Advertising Partnership. At the Closing
      Rainbow shall cause to be delivered to the National Advertising
      Partnership valid and effective instruments of transfer conveying to the
      National Advertising Partnership title to each of the Rainbow Advertising
      Assets.

            7.2 By Fox/Liberty.

                  7.2.1 To Rainbow. At the Closing Fox/Liberty shall deliver to
      Rainbow:

            (a) Certificates. Certificates executed by executive officers of
      Fox/Liberty stating that the representations and warranties made by
      Fox/Liberty in this Agreement are true and correct in all material
      respects at and as of the Closing (except to the extent that any such
      representation and warranty expressly relates to an earlier date, in which
      case such representation and warranty shall be true and correct on and as
      of such earlier date) and that all of the covenants and obligations
      required by this Agreement to

                                      -62-
be performed by Fox/Liberty at or prior to the Closing have been performed
      in all material respects.

            (b) Other Documents. Such other instruments, documents, certificates
      and opinions as may be reasonably requested by Rainbow to confirm the
      satisfaction of the Closing conditions or to consummate this Agreement and
      the transactions contemplated hereby.

                  7.2.2 To the Partnership. At the Closing, Fox/Liberty shall
      deliver to the Partnership an official bank check or checks or wire
      transfer payable in immediately available funds to the Partnership in the
      amount of $850,000,000.

                  7.2.3 To the National Sports Partnership. At the Closing,
      Fox/Liberty shall cause to be delivered to the National Sports Partnership
      valid and effective instruments of transfer conveying to the National
      Sports Partnership (i) a 50% general partnership interest in PSA
      Partnership, (ii) title to all of the Transferred Assets, and (iii) if
      elected by Rainbow pursuant to Section 5.6, all of the partnership
      interests in Fox Sports Americas.

                  7.2.4 To the National Advertising Partnership. At the Closing,
      Fox/Liberty shall cause to be delivered to the National Advertising
      Partnership title to each of the Fox/Liberty Advertising Assets.

                                      -63-
8. Actions to Be Taken and Agreements to Be Performed After the
      Closing.

            8.1 Further Documentation. As promptly as practicable after the
Closing, Rainbow and Fox/Liberty shall cooperate to prepare and cause to be
filed and/or published in accordance with partnership law and other applicable
laws, all such certificates, notices and other instruments as may be necessary
or appropriate to reflect the changed interests in each of the Contributed
Businesses and PSA Partnership resulting from the transactions contemplated
hereby. From time to time each party shall execute and deliver, and cause its
Affiliates to execute and deliver, such additional instruments of conveyance and
transfer and shall, and shall cause its Affiliates, to fully cooperate and take
such other actions as may be reasonably necessary to effect the transfers to the
Partnership, the National Sports Partnership and the National Advertising
Partnership contemplated hereby.

            8.2 Actions to Protect the National Sports Service. (a) Except as
provided in Section 8.6, each of Rainbow and Fox/Liberty on behalf of itself and
each of its Affiliates, agrees that from and after the Closing neither it nor
any of its Affiliates (other than any Unrestricted Regional as provided in
Section 8.7) will, directly or indirectly, bid for or acquire Pay Television
programming rights to transmit professional sports events (other than

                                      -64-
the right to air brief highlights of such events) of professional sports teams
whose "home" arena or stadium is located in a Covered Region ("Programming
Rights"), or own any interest including, without limitation, an equity or
profits interest in any other Person (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"), that owns or bids for or acquires Programming Rights
(including through ownership of an interest in a professional sports team).

            (b) The provisions of this Section 8.2 shall apply from and after
the Closing and until the 731st day after the Restriction Date as to the
National Sports Partnership.

            8.3 Development of New Regional Sports Interests. In the event that
Rainbow or any of its Affiliates or Fox/Liberty or any of its Affiliates (other
than an Unrestricted Regional as provided in Section 8.7) (a "New Development
Party"), proposes to negotiate or bid for an interest in Programming Rights
relating to, or a Covered Interest of an entity owning or bidding for
Programming Rights relating to, all or any part of the New Development Region (a
"New Development Interest") at any time, such New Development Party shall
provide Rainbow or Fox/Liberty, as the case may be (the "Offeree"), with written
notice of its

                                      -65-
intention to enter into such negotiations or bidding process.

            (b) Upon the acquisition of a New Development Interest, the New
Development Party shall provide the Offeree with written notice of such
acquisition. The Offeree shall have an option exercisable by notice to the New
Development Party (the "Option Exercise Notice") within 90 days after it is
given notice of the acquisition (the "Option Period") to acquire a 50% interest
in the New Development Entity, as defined below (an "Option"), on the same terms
and conditions as those on which the New Development Party acquired its interest
in the New Development Entity. The purchase price for the interests to be
purchased pursuant to the Option shall be an amount equal to the product of 50%
of the total capital contributions (less distributions) made by any New
Development Party in (or from) the New Development Entity prior to the purchase
of such interests by the Offeree. The New Development Party shall take no
actions that are designed to have the Option contain terms or conditions which
it knows the Offeree cannot accept. The Offeree may exercise such Option by
providing such New Development Party with the Option Exercise Notice. If there
is a party in the New Development Entity other than the New Development Party
that is not an Affiliate of the New Development Party (a "Third Party"), the
legal entity through which the New Development Interest

                                      -66-
will be owned and exploited (the "New Development Entity") will be as agreed
between the New Development Party and such Third Party, with the Offeree having
the right to participate therein on the same terms as the New Development Party.
If there is no Third Party at the commencement of the Option Period, and if the
Offeree exercises such Option, the New Development Entity shall be a partnership
or limited liability company, organized under the laws of the State of New York
or Delaware pursuant to a partnership agreement or limited liability company
operating agreement substantially in the form of the Second Amended and Restated
General Partnership Agreement of SportsChannel Chicago Associates, dated as of
July 1, 1991, as amended through the date hereof, with the New Development Party
acting as the managing general partner or manager thereof.

            If the Offeree does not exercise such Option within such Option
Period, such Option will lapse. The lapse of any Option under this Section 8.3
shall not impair the Offeree's right under this Section 8.3 to receive or
exercise subsequent Options which arise as a result of the subsequent
acquisition by any New Development Party of any New Development Interest.

            (c) The closing of the Option (the "Option Closing") shall take
place at a mutually agreed location, on the later of (i) the twentieth business
day following the receipt by such New Development Party of the Option Exercise

                                      -67-
Notice or (ii) the third business day following the date of receipt of all
necessary consents and approvals of Governmental Entities and the expiration of
any waiting period under the Hart-Scott-Rodino Act. The purchase price for the
interest in the New Development Entity will be paid to an entity designated by
the New Development Entity at the Option Closing in immediately available funds.
Each party's obligation to consummate an Option Closing shall be conditioned
upon (x) no action or proceeding having been instituted and remaining in effect
at the time such consummation would otherwise have occurred against the New
Development Entity or any of the owners of or investors in the New Development
Entity or their parent entities, partners, directors or officers by or before
any Governmental Entity to restrain, enjoin, prohibit or otherwise challenge, or
to obtain substantial damages or other relief in respect of, the formation of
such New Development Entity or the acquisition by it of the New Development
Interest and which in the good faith opinion of such party would make it
inadvisable to consummate such transactions; and (y) any waiting period imposed
by any statute or regulation of a Governmental Agency which must expire, or any
approval or consent of any Governmental Agency which must be obtained, prior to
consummation of the formation of such New Development Entity shall not have
expired or been obtained within 270 days following the receipt by such New
Development Party of the

                                      -68-
Option Exercise Notice despite the reasonable best efforts of the parties
responsible therefor (each of the events described in this sentence is referred
to as a "Prohibitory Action"). If it is determined that filings under the HSR
Act are required in connection with the exercise of an Option, the parties will
coordinate and cooperate with one another in exchanging such information and
assistance as the others may reasonably request, and in responding to any
subsequent inquiries that may be made.

            (d) Except as provided in the next sentence, each of Rainbow and
Fox/Liberty covenant and agree that if it is a New Development Party it will,
until the expiration of the Option Period or if an Option Exercise Notice has
been given, until the Option Closing or the termination or surrender of the
Option, keep the interests in any New Development Entity subject to an Option
available for transfer pursuant to such Option, and free from any lien, charge,
pledge or other encumbrance that would not be released upon transfer of such
interest pursuant to this Section 8.3. Nothing in this Section 8.3 shall
restrict a New Development Party from transferring all or a portion of its
interest in any New Development Entity in one or more transactions during the
Option Period and prior to the Option Closing; provided, that if a New
Development Party transfers any of its interest in any New Development Entity,
then, as a condition to such transfer, the transferee shall

                                      -69-
agree, in a writing reasonably satisfactory to the Offeree to be bound by the
provisions of this Section 8.3.

            (e) The provisions of this Section 8.3 shall apply from and after
the Closing and until the Restriction Date as to the National Sports
Partnership.

            8.4 Development of New Regional Nonsports Interests. In the event
that Rainbow or any of its Affiliates or Fox/Liberty or any of its Affiliates
(other than an Unrestricted Regional as provided in Section 8.7) acquire or
develop a new Pay Television network, featuring programming other than sports or
sports related programming, having a particular appeal to one region or local
area and closely related to any business of the Partnership and operating in a
Covered Region in which the Partnership owns an interest in a Regional
("Regional Nonsports Programming") or a Covered Interest in any other Person
that owns or bids for or acquires Regional Nonsports Programming (a "Regional
Nonsports Interest"), such party or its Affiliate, as the case may be, shall
immediately offer the Partnership the right to acquire such Regional Nonsports
Programming or such Covered Interest on the same terms on which such party or
its Affiliate acquired such Regional Nonsports Programming. The Partnership
shall have 30 days to accept or reject such offer and an additional 60 days (or
longer if required to obtain all necessary approvals and consents but in any
event not more than 270 days from the date of acceptance of the

                                      -70-
offer) to consummate such purchase. The provisions of the third and fourth
sentences of Section 8.4(c) shall apply to a transaction under this Section 8.4.
This Section 8.4 shall apply from and after the Closing and until the
Restriction Date as to the Partnership.

            8.5 Network Interests. From and after the Closing and until the
Restriction Date as to the National Sports Partnership, if any of the parties
hereto or any of their Affiliates starts or acquires a National Sports Service
or any network distributed in the United States that is Controlled by such party
or any of its Affiliates at any time is a National Sports Service, then the
other party hereto or any of its Affiliates designated by such party will have
an option to acquire one-half (1/2) of the interest owned by such entities at
its Fair Market Value (as such term is defined in the Partnership Agreement) on
the terms and conditions and in accordance with the procedures set forth in
Section 8.3 hereof.

            8.6 Excepted Transactions. The provisions of Section 8.2, 8.3, 8.4
and 8.5 shall not prohibit or restrict the following, except as provided in this
Section 8.6: (a) 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 (i) such

                                      -71-
franchise or Programming Rights are not a principal business of such Person and
(ii) 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 and (iii) if as a result
of such ownership or acquisition the party and its Affiliates Control such
Person, the acquisition of the Covered Interest is treated as a New Development
Interest (whether or not the Covered Interest would otherwise meet the
definition of New Development Interest) and, in any event, all actions by such
Person while it is Controlled by such party and its Affiliates shall be subject
to Sections 8.2, 8.3, 8.4 and 8.5; or (b) 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 Fox/Liberty and Rainbow both have a direct or indirect
ownership interest, or (c) a Regional from bidding for or acquiring Programming
Rights including through ownership of an interest in a sports franchise in its
own Covered Region or owning or acquiring a Covered Interest in any Person that
directly or through one

                                      -72-
or more subsidiaries or other entities owns Programming Rights in that
Regional's own Expanded Covered Region; or (d) 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 percent of the outstanding voting power of that public company or
prohibit or restrict such corporation from bidding for or acquiring Programming
Rights; or (e) any party or its Affiliates from owning or acquiring any Covered
Interest in the National Sports Partnership or any other "national" sports
programming network so long as the National Sports Partnership 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 (f) 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

                                      -73-
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 Sections 8.2, 8.3, 8.4 or 8.5; provided that (i) this
clause (f) shall not authorize any actions, ownership or activities by Rainbow
Media, Fox, Inc. or Liberty Media Corporation or any entities Controlled by any
of them or by their successors and (ii) this clause (f) shall not authorize an
Acquiror or its Affiliates to engage in new activities or enter into, acquire or
develop new businesses in violation of Sections 8.2, 8.3, 8.4 and 8.5; or (g)
any Person that is a cable television operator or an Affiliate thereof from
developing and distributing Regional Nonsports Programming to cable systems
provided that no license fee is paid by such cable systems for such programming.
Section 8.2 shall not apply to Programming Rights relating to professional
sports teams that are not (i) Major League Baseball teams, (ii) National
Football League teams, (iii) National Hockey League teams, (iv) Major League
Soccer teams or (v) 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.

                                      -74-
8.7 Unrestricted Regionals, Etc. The provisions of Sections 8.2,
8.3, 8.4 and 8.5 shall not apply to any Unrestricted Regional, however, each
party agrees that it and its Affiliates will not cause an Unrestricted Regional
to engage in conduct that is contrary to such sections so long as not causing
the Unrestricted Regional to do so would be consistent with such party's or
Affiliate's fiduciary and other obligations to the partners, stockholders or
other outside equity investors in such Unrestricted Regional. Subject to Section
8.6 and subject to each party's and its Affiliate's fiduciary and other
obligations, when Sections 8.2, 8.3, 8.4 and 8.5 apply to Affiliates of a party,
such party shall be required to cause each such Affiliate to act in accordance
with such provision and shall be fully responsible to the other party for any
failure by its Affiliates to so act, whether or not such party in fact had the
power to cause such Affiliate to so act.

            8.8 Employees and Employee Benefits.

            (a) Subject to the right to terminate employees for cause, the
National Sports Partnership and the National Advertising Partnership, as the
case may be (the "Employing Partnership"), shall, for a period of one year after
the Closing Date (the "Employment Period"), continue the employment of the
employees of Rainbow Advertising, PSA Partnership and American Sports LLC (the
"Transferred Employees"), in all cases at substantially the same rate of

                                      -75-
compensation (including bonuses and commissions), position and place of
employment held by the Transferred Employees immediately prior to the Closing
Date.

            (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) that provide benefits to the Transferred Employees that
are no less favorable than those provided by the Employing Partnership to
comparable employees of the Employing Partnership.

            (c) Transferred Employees shall be given credit for all service with
Rainbow Advertising, PSA Partnership, American Sports LLC and their 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, vesting
and benefit accrual 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

                                      -76-
the right to terminate the employment of any Transferred Employee if such
termination is for cause.

            8.9 "Fox" Branding; Trademarks. Rainbow and Fox/Liberty agree that
from and after the Closing they shall cooperate to cause all Regionals in which
they have an interest (other than MSG and SportsChannel New York and any
Unrestricted Regional) to operate under the name "Fox Sports [insert region]"
not later than a reasonable period of time after each Regional begins carrying
the national programming service of the National Sports Partnership. Fox shall
license each such Regional to use the "Fox" name under a Trademark/Tradename
License Agreement that is in form and substance mutually agreeable to the
parties hereto.

            8.10 Use of Investment Proceeds. The net proceeds to the Partnership
from the Fox/Liberty Partnership Contribution shall be used as described in a
letter from Fox/Liberty to Rainbow dated the date hereof.

            8.11 Right of First Refusal. If any party hereto or any of its
Affiliates shall wish to transfer, directly or indirectly, any interest in any
Regional (other than a Regional in which the Partnership has an interest), the
party (or its Affiliates, as the case may be (the "Seller") shall first consult
with the other party to this Agreement to determine whether it is possible to
reach agreement on selling that interest to such party or its Affiliates but

                                      -77-
with no obligation on the part of either entity to reach such agreement.

            9. Indemnification.

            (a) Indemnification by Rainbow. Rainbow will indemnify Fox/Liberty
and its officers, directors and Affiliates (the "Fox/Liberty Indemnified
Parties" and, together with the Rainbow Indemnified Parties, as hereinafter
defined, the "Indemnified Parties") against any loss or damage suffered by any
of them as a result of (i) a breach of any representation and warranty of
Rainbow hereunder of which no Fox/Liberty Indemnified Party has knowledge of as
of Closing, (ii) any Excluded Liability of American Sports LLC or SportsChannel
Ventures, Inc. and (iii) any taxes imposed with respect to any taxable period
ending on or before the Closing pursuant to Treasury Regulations Section
1.1502-6 (or any similar provision of any state or local law imposing several
liability upon the members of a consolidated, combined, affiliated or unitary
group) on the National Sports Partnership or Liberty/Fox as a result of
SportsChannel Ventures, or any other corporation which is part of a Contributed
Business, having joined with Cablevision Systems Corporation (or its Affiliates)
in the filing of a consolidated, combined or unitary tax return during any
taxable period ending on or prior to the Closing. (each such loss or liability
being hereinafter referred to as an "Fox/Liberty Indemnified Liability").
Rainbow's

                                      -78-
obligation to indemnify the Fox/Liberty Indemnified Parties as provided in this
Section 9 shall be subject to the following limitations: (I) Rainbow shall not,
in any case, be obligated to indemnify against any loss or damage from
Fox/Liberty Indemnified Liabilities to the extent the amount thereof, excluding
any claims under, or for breach of, Section 11, does not exceed in the aggregate
$10,000,000 (the "Basket") and shall only be liable for amounts in excess of the
Basket; (II) the claims under this Section 9(a) shall not, in any event, exceed
$510 million (the "Liability Limit"); (III) Fox/Liberty must assert any claim
for indemnification against Rainbow within six months following the Closing
except that if such claim is in respect of a breach of any representation or
warranty, such claim may be asserted until the date on which such representation
and warranty ceases to survive as provided in Section 3.2; and (IV) the
Fox/Liberty Indemnified Liabilities shall not include any loss or damage that
any Fox/Liberty Indemnified Party would have suffered had this Agreement not
been executed and delivered, including as a direct or indirect partner in any
Contributed Business. Subject to the immediately preceding sentence, loss or
damage suffered by Fox/Liberty with respect to any loss in a Contributed
Business shall be equal to, without limitation, the incremental indirect
interest in any Fox/Liberty Indemnified Loss obtained as a result of the
incremental

                                      -79-
ownership interest acquired hereunder by Fox/Liberty, but shall not include any
diminution in the value of any asset other than as a result of the assertion of
a Fox/Liberty Indemnified Liability that directly reduces the value of an asset
by offset or otherwise.

            (b) Indemnification by Fox/Liberty. Fox/Liberty will indemnify
Rainbow and its officers, directors and Affiliates (the "Rainbow Indemnified
Parties" and together with the Fox/Liberty Indemnified Parties, the "Indemnified
Parties") against any loss or damage suffered by any of them as a result of (i)
a breach of any representation and warranty of Fox/Liberty hereunder of which no
Indemnified Party has knowledge of as of Closing and (ii) any Excluded Liability
of or relating to Fox Sports Americas or Fox Sports Net (each such loss or
liability being hereinafter referred to as a " Rainbow Indemnified Liability").
The obligation of Fox/Liberty to indemnify the Rainbow Indemnified Parties as
provided in this Section 9 shall be subject to the following limitations: (I)
Fox/Liberty shall not, in any case, be obligated to indemnify against any loss
or damage from Rainbow Indemnified Liabilities to the extent the amount thereof
does not exceed in the aggregate $1,000,000 (the "Fox/Liberty Basket" and,
together with the Rainbow Basket, the "Basket") and shall only be liable for
amounts in excess of the Fox/Liberty Basket; (II) the claims under this Section
9(b) shall not, in any event, exceed $50

                                      -80-
million (the "Fox/Liberty Liability Limit" and, together with the Rainbow
Liability Limit, the "Liability Limit"); (III) Rainbow must assert any claim for
indemnification against Fox/Liberty within six months following the Closing
except that if such claim is in respect of a breach of any representation or
warranty, such claim may be asserted until the date or which such representation
and warranty ceases to survive as provided in Section 4.2; and (IV) the Rainbow
Indemnified Liabilities shall not include any loss or damage that any Rainbow
Indemnified Party would have suffered had this Agreement not been executed and
delivered.

            (c) Indemnification Procedures. The Indemnified Party shall notify
the party such claim is being made against (the "Indemnifying Party") in writing
within 45 days after the Indemnified Party actually becomes aware of any event,
or discovers any facts, which in its opinion entitle or may entitle it to
indemnification hereunder from the Indemnifying Party. The Indemnified Party's
failure to do so shall not (except as stated in the above section) preclude it
from seeking indemnification hereunder except to the extent such failure
materially prejudices the Indemnifying Party's ability to defend as provided
herein. With respect to any threatened or asserted claims of third parties, the
defense of such claims shall be managed as follows: (i) for claims against the
Indemnified Party falling wholly within the Basket and as to which the Indem-

                                      -81-
nified Party will not seek indemnity, in whole or in part, the Indemnified Party
may, if it chooses, defend such claim by counsel of its own choosing reasonably
satisfactory to the Indemnifying Party and the Indemnifying Party shall
cooperate with the Indemnified Party in the defense of such claim and the
Indemnifying Party may at its own expense participate in the defense of such
claim by counsel of its own choosing; (ii) for all other claims, the
Indemnifying Party shall promptly defend such claim by counsel of its own
choosing reasonably satisfactory to the Indemnified Party and the Indemnified
Party shall cooperate with the Indemnifying Party in the defense of such claim
and the Indemnified Party may participate at its own expense in the defense of
such claim by counsel of its own choosing; provided, however, that with regard
to claims seeking a remedy other than monetary damages, or if the Indemnified
Party has defenses available to it that are not available to the Indemnifying
Party, the Indemnified Party may, without waiving any rights, participate in the
defense of such claim and any such participation shall be at the Indemnified
Party's expense. The Indemnified Party shall be entitled to direct or control
the defense of such claim under clause (ii) above if the Indemnified Party
waives all right to indemnification it may have in respect of such claim under
this Section 9. Unless the Indemnified Party has assumed the defense of a claim
as provided in the preceding

                                      -82-
sentence, the Indemnified Party shall concur in the settlement of any matter on
the basis stipulated by the Indemnifying Party (with the Indemnifying Party
being responsible for all costs and expenses of such settlement).

            If the Indemnifying Party fails to defend the Indemnified Party
within a reasonable time after it is given notice of a third-party claim, the
Indemnified Party shall be entitled to undertake the defense, compromise or
settlement of such claim at the expense of and for the account and risk of the
Indemnifying Party with counsel of the Indemnified Party's choosing. If the
Indemnified Party has undertaken the defense of a claim pursuant to the
preceding sentence, the Indemnifying Party may assume the defense of such claim
at any time prior to the settlement, compromise or final determination thereof
as provided in and subject to the provisions of the immediately preceding
paragraph.

            Any payment under this Section 9 shall be treated by the parties
hereto and thereto as an adjustment to the contributed capital for the
Partnership Interest.

            10. Termination.

            10.1 Termination Rights. 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 March 31, 1998.

                                      -83-
10.2 No Liabilities in Event of Termination. In the event of any
termination of this Agreement as provided in Section 10.1, 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, including for breach of any
of the confidentiality obligations herein.

            11. Brokerage. Each of Fox/Liberty and Rainbow represents to and
agrees with each other that it has not retained any broker or finder in the
negotiation and execution of this Agreement or the consummation of the
transactions contemplated hereby, other than the retention of Bear, Stearns &
Co. Inc. by Rainbow (whose fees and expenses shall be paid by the Partnership at
the Closing). Each of Fox/Liberty and Rainbow shall indemnify and save harmless
the other from and against any and all claims, liabilities or obligations
(including legal fees) with respect to brokerage or finders' fees or commissions
in connection with this transaction asserted by any Person on the basis of any
communication alleged to have occurred between or on behalf of such party and
such Person, other than with respect to Bear, Stearns & Co. Inc.

                                      -84-
12. 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 Rainbow or Fox/Liberty 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, or partner (past,
present or future), of Rainbow or Fox/Liberty, 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, or partner, all of which recourse (whether in common law, in
equity, by statute or otherwise) is hereby forever waived and released.

            13. Expenses. Each of the parties hereto shall bear all expenses
incurred by it in connection with this Agreement and the consummation of the
transactions contemplated hereby and the preparation therefor. Without limiting
the foregoing, no expenses incurred by any party hereto shall be borne directly
or indirectly by the Partnership, any Contributed Business, the National Sports
Partnership, PSA Partnership or Fox Sports Net, except as provided in Section
11. Any real property transfer taxes shall be borne by the transferee of the
assets or interests giving rise to such tax.

                                      -85-
14. Assignment and Binding Effect. Except as otherwise provided
herein, this Agreement shall not be assignable by any party without the prior
written consent of the other parties hereto; provided, that the rights and
obligations of a party (the "Transferring Party") under this Agreement
(including without limitation the provisions of Section 9) may be transferred to
the transferee in connection with a merger with, or sale of all or
substantially all the assets of such Transferring Party to an entity under
direct or indirect common Control with such Transferring Party prior to the
Closing as a part of a reorganization or restructuring involving the
Transferring Party; provided, that the beneficial ownership of Rainbow or
Fox/Liberty, as the case may be, in the affiliated entity after such transaction
will not be less than the direct and indirect beneficial ownership of Rainbow or
Fox/Liberty, as the case may be, in such Transferring Party; provided, further,
that the assignee shall expressly assume the obligations of the Transferring
Party hereunder in a writing delivered to the other party hereto. This Agreement
shall be binding upon and inure to the benefit of the parties hereto and their
respective successors and permitted assigns.

            15. Construction. This Agreement shall be governed, construed and
enforced in accordance with the laws of the State of New York without regard to
principles of conflicts of laws.

                                      -86-
16. Notices. All notices, demands, requests and other communications
required or permitted to be given hereunder shall be given in writing and shall
be deemed duly given on the date sent by facsimile transmission with machine
answerback mailed by registered mail, postage prepaid and, pending the
designation of another address, addressed as follows:

      If to Rainbow:

              Rainbow Media Holdings, Inc.
              150 Crossways Park West
              Woodbury, New York  11797
              Attn: President

           cc:  Executive Vice President,
              Legal and Business Affairs
              Rainbow Program Enterprises
              150 Crossways Park West
              Woodbury, New York  11797

           cc:  Cablevision Systems Corporation
              One Media Crossways
              Woodbury, New York  11797
              Attn: Executive Vice President
                    and General Counsel

      If to Fox/Liberty:

              Fox Sports Net, LLC
              1440 South Sepulveda Blvd.
              Suite 218
              Los Angeles, CA  90025
              Attention:  Tony Ball
              Telecopy: (310) 445-4335

      With copies to:

              Liberty Media Corporation
              8101 E. Prentice Avenue
              Suite 500
              Englewood, CO  80111
              Attention:  President
              Telecopy: (303) 721-5415

                                      -87-
and:

              Tele-Communications, Inc.
              5619 DTC Parkway
              Englewood, CO  80111
              Attention: Legal Department
              Telecopy:  (303) 488-3245

      and:

              Sherman & Howard L.L.C.
              3000 First Interstate Tower North
              633 Seventeenth Street
              Denver, Colorado  80202
              Attention: Charles Y. Tanabe, Esq.
              Telecopy:  (303) 298-0940

      and:

              The News Corporation Limited
              1211 Avenue of the Americas
              New York, New York  10036
              Attention: Arthur M. Siskind, Esq.
                         Senior Executive Vice President
                         and Group General Counsel
              Telecopy:  (212) 768-2029

      and:

              Fox Television
              10201 West Pico Boulevard
              Los Angeles, California  90035
              Attention: Jay Itzkowitz, Esq.
                         Senior Vice President
                         Legal Affairs
              Telecopy:  (310) 369-2572

      and:

              Squadron, Ellenoff, Plesent & Sheinfeld, LLP
              551 Fifth Avenue
              New York, New York  10176
              Attention: Joel Papernik, Esq.
              Telecopy:  (212) 697-6686

            17. Benefit. Nothing in this Agreement, express or implied, is
intended or shall be construed to confer upon or give to any Person other than
the parties hereto any

                                      -88-
remedy or claim under or by reason of this Agreement or any term, covenant or
condition hereof (other than pursuant to Sections 3.1.15, 4.1.15, 9 and 12
hereof), all of which shall be for the sole and exclusive benefit of the parties
hereto.

            18. Press Releases. All press releases or other public
communications of any sort relating to the subject matter of this Agreement and
the method of the release shall be subject, except as otherwise required by law,
to the prior approval of Rainbow and Fox/Liberty which approval shall not be
unreasonably withheld.

            19. Headings. The headings of the Sections of this Agreement are
inserted as a matter of convenience and for reference purposes only, are of no
binding effect, and in no respect define, limit or describe the scope of this
Agreement or the intent of any Section.

            20. Schedules. All schedules and annexes delivered pursuant to this
Agreement shall be deemed part of this Agreement and incorporated herein, where
applicable, as if fully set forth herein.

            21. Counterparts. This Agreement may be signed in any number of
counterparts with the same effect as if the signatures to each were to the same
Agreement.

            22. Entire Agreement. This Agreement, including the schedules and
annexes hereto, represents the entire understanding and agreement among the
parties hereto with

                                      -89-
respect to the subject matter hereof (except with respect to the matters covered
by the other Transaction Documents and except for any contemporaneous writing
signed by both parties which specifically refers to this Agreement), and
supersedes all prior negotiations among the parties hereto with respect to such
subject matter. This Agreement can be amended, modified, supplemented, extended,
terminated, discharged or changed only by an agreement in writing which makes
specific reference to this Agreement and which is signed by the party against
whom enforcement of any such amendment, modification, supplement, extension,
termination, discharge or change is sought.

            23. Confidentiality. No party to this Agreement shall, during the
period when any provision of this Agreement is in effect and for a period of two
years after the date of this Agreement, disclose any information (that is not
publicly available or generally known other than by breach of the provisions of
this Section) obtained by such party pursuant to or in connection with the
negotiation, operation, delivery and performance of this Agreement to any
person, except (i) with the prior written consent of the other party; (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
notify the other as promptly as practicable (and, if possible, prior to making
such disclosure) and shall seek confidential

                                      -90-
treatment of such information; (iii) as part of its normal reporting or review
procedure to its parent company, its auditors and its attorneys and any stock
exchange upon which its parent's securities are listed; provided, that such
party shall be liable for any breach by such parent company, auditors or
attorneys of any provision of this Section 23; (iv) in connection with the
enforcement of such party's rights hereunder; (v) disclosures to an Affiliate
of, or to a professional advisor to, such party in connection with the
performance by such party of its obligations hereunder; provided, that such
party shall be liable for any breach by such Affiliate or professional advisor
of any provision of this Section 23; and (vi) to a prospective purchaser of such
party or of all or a portion of such party's interest in one or more of the
entities that are the subject of this Agreement; provided, that such party
shall be liable for any breach by such prospective purchaser of any provision of
this Section 23.

                                      -91-
IN WITNESS WHEREOF, each of the parties hereto has caused this Agreement
to be duly executed in its name and on its behalf, all as of the date first
above written.

                                 RAINBOW MEDIA SPORTS HOLDINGS, INC.

                                 By:  /s/ Marc Lustgarten
                                     ------------------------------------

                                 FOX SPORTS NET, LLC

                                 By:  /s/ Jay Itzkowitz
                                     ------------------------------------
ANNEX A

================================================================================

                          GENERAL PARTNERSHIP AGREEMENT

                        OF REGIONAL PROGRAMMING PARTNERS

================================================================================
TABLE OF CONTENTS

                                                                            Page
ARTICLE I
     DEFINITIONS

ARTICLE II
     FORMATION OF GENERAL PARTNERSHIP
     2.1  Formation...........................................................17
     2.2  Name................................................................18
     2.3  Compliance with Partnership and Other Laws..........................18
     2.4  Principal Place of Business.........................................18
     2.5  Purpose.............................................................19
     2.6  Term of Partnership.................................................19
     2.7  Qualification in other Jurisdictions................................19
     2.8  Ownership of Property...............................................20

ARTICLE III
     PARTNERSHIP CAPITAL
     3.1  Capital Contributions...............................................20
     3.2  Failure to Make Capital Contributions...............................21
     3.3  Capital Accounts....................................................28
     3.4  Allocation of Items of Partnership Income,
            Gain, Loss, Deduction and Credit..................................31
     3.5  Distributions.......................................................36
     3.6  Partnership Funds...................................................37
     3.7  Borrowings..........................................................38

ARTICLE IV
     MANAGEMENT OF THE PARTNERSHIP
     4.1  Management of the Partnership's Business............................39
     4.2  Partners' Committee.................................................42
     4.3  Budget and Business Plan............................................44
     4.4  Limitation on Agency................................................46
     4.5  Managing Partner's Services and Expenses............................48
     4.6  Liability of Partners' Committee and
            Managing Partner..................................................48
     4.7  Indemnification.....................................................50
     4.8  Approved Agreements.................................................51
     4.9  Unanimous Actions by Partners.......................................52
     4.10  Removal of Managing Partner........................................55

ARTICLE V
     BOOKS AND RECORDS; REPORTS TO PARTNERS
     5.1  Books and Records...................................................57
     5.2  Financial Reports...................................................58
     5.3  Tax Returns and Information.........................................61

ARTICLE VI
     PLEDGES, TRANSFERS, ADMISSIONS, WITHDRAWALS
Page
                                                                            ----
     6.1  Transfer by Partners................................................66
     6.2  Buy-Out Procedure...................................................72
     6.3  Additional Provisions Relating to Transfer..........................76
     6.4  Effect of Attempted Transfer; Withdrawals
            and Admissions Generally..........................................79
     6.5  Tax Allocation Adjustments; Distributions
            After Transfer....................................................79
     6.6  Certain Affiliate Transferee Transactions
            Not Deemed Transfers..............................................80
     6.7  IPO-Call Procedure..................................................82

ARTICLE VII
     EVENTS OF DEFAULT
     7.1  Events of Default...................................................86
     7.2  Remedies of Non-Defaulting Partners.................................87

ARTICLE VIII
     DURATION AND TERMINATION OF THE PARTNERSHIP
     8.1  Events of Termination...............................................90
     8.2  Winding-Up..........................................................90
     8.3  Purchase Option Upon Bankruptcy of a Partner........................94

ARTICLE IX
     COVENANTS, REPRESENTATIONS AND WARRANTIES
     9.1  Compliance with Applicable Law......................................96
     9.2  No Restrictive Covenants............................................96
     9.3  Indemnification of Partners; Contribution...........................97
     9.4  Notice of Change in Control and Indirect
            Transfer..........................................................98

ARTICLE X
     MISCELLANEOUS
     10.1  Waiver of Partition................................................99
     10.2  Modification; Waivers..............................................99
     10.3  Entire Agreement..................................................100
     10.4  Severability......................................................100
     10.5  Notices...........................................................101
     10.6  Successors and Assigns............................................103
     10.7  Counterparts......................................................103
     10.8  Headings; Cross-references........................................103
     10.9  Construction......................................................104
     10.10  Property Rights; Confidentiality.................................104
     10.11  Non-Recourse.....................................................107
     10.12  Further Actions..................................................107
     10.13  Survival.........................................................108
     10.14  Governing Law....................................................108
     10.15  No Right of Set-Off..............................................108
     10.16  Expenses of the Parties..........................................108
     10.17  Unregistered Interests...........................................109

                                      -ii-
Page
                                                                            ----
ANNEXES

A    Approved Agreements of the Partnership
B    Budget and Business Plan
C    Form of Subordinated Note
D    Allocation Policy for Indirect Expenses

                                      -iii-
THIS GENERAL PARTNERSHIP AGREEMENT (the "Agreement") of Regional
Programming Partners, a general partnership organized under the laws of the
State of New York (the "Partnership"), made as of [insert Effective Date], is
entered into by and between Rainbow Regional Holdings, Inc., a Delaware
corporation ("Rainbow Partner"), and Fox Sports RPP Holdings LLC, a Delaware
limited liability company ("Fox/Liberty Partner").

                              W I T N E S S E T H:

            WHEREAS, Rainbow Partner and Fox/Liberty Partner desire to form the
Partnership to, among other things, own interests in regional sports programming
networks, programming networks of local interest and Madison Square Garden.

            WHEREAS, pursuant to the Formation Agreement, dated as of June 22,
1997, between Rainbow Media Sports Holdings, Inc. and Fox/Liberty Networks, LLC
(the "Formation Agreement"), Rainbow Partner is contributing its interests in
certain regional sports programming networks, programming networks of local
interest and Madison Square Garden and Fox/Liberty Partner is contributing cash,
in each case, to the Partnership in exchange for an Interest in the Partnership.

            WHEREAS, Rainbow Partner and Fox/Liberty 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

                                      -2-
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. For purposes of this
      definition, (x) so long as Liberty owns, directly or indirectly, an
      interest in Fox/Liberty Partner, any Affiliate of Fox/Liberty Partner
      shall be deemed an Affiliate of Liberty, and Liberty shall be deemed an
      Affiliate of Fox/Liberty Partner and any Affiliate of Liberty shall be
      deemed an Affiliate of Fox/Liberty Partner, (y) so long as Fox owns,
      directly or indirectly, an interest in Fox/Liberty Partner, any Affiliate
      of Fox/Liberty Partner shall be deemed an Affiliate of Fox, and Fox shall
      be deemed an Affiliate of Fox/Liberty Partner and any Affiliate of Fox
      shall be deemed an Affiliate of Fox/Liberty Partner, and (z) Twentieth
      Holdings Corporation and its Subsidiaries shall be deemed to be Affiliates
      of Fox. 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, (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, and (iii) neither Liberty or its Affiliates (other than
      Liberty Partner) on the one hand nor Fox or its Affiliates (other than
      Liberty Partner) on the other hand shall be deemed to be an "Affiliate" of
      the other solely by virtue of their ownership of Fox/Liberty Partner.

            Affiliate Transferee: As defined in Section 6.6(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

                                      -3-
the Offered Interest and the denominator of which is equal to the Fair
      Market Value of all such property to be sold.

            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 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

                                      -4-
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).

            Budget: At any time, the then-effective annual operating and capital
      budget for the Partnership. The 1997 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, 1997 through December 31, 2001, a copy of which is annexed
      hereto as Annex B, or the then-effective five-year business plan for the
      Partnership.

            Buying Partners: As defined in Section 6.2(a).

            Buy-Out Closing Date: As defined in Section 6.2(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/Liberty Partner gives a
      notice to remove the Managing Partner pursuant to Section 4.10.

            Buy-Out Price: As defined in Section 6.2(b).

            Buy-Out Procedure: As defined in Section 6.2.

            Buy-Out Trigger: The date on which Fox/Liberty 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

                                      -5-
pursuant to Section 4.9 with knowledge that no reasonable Partner would
      approve such matter.

            Call Price: As defined in Section 6.7(b).

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

            Cash Flow Businesses: (i) Each business (other than those referred
      to in clause (ii)) of the Partnership, or in which the Partnership has a
      direct or indirect investment, that produces positive Free Cash Flow for
      the relevant period and (ii) Madison Square Garden LP and each regional
      sports programming business in which the Partnership has a direct or
      indirect interest.

            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; (ii) Fox/Liberty Partner as
      a result of a change, shift or transfer of Control with respect to Liberty
      or any Person Controlling Liberty; or (iii) Fox/Liberty 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).

            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.

            Corporation: a Person succeeding to the business of the Partnership
      by merger or otherwise for the purpose of facilitating an Initial Public
      Offering, the

                                      -6-
ownership of which immediately following such reorganization or
      restructuring is in the same relative proportion to the Sharing
      Percentages of the Partners immediately prior thereto; provided, that the
      securities issued to each Partner are of the same class of securities to
      be issued in the Initial Public Offering.

            CSC: Cablevision Systems Corporation, a Delaware corporation.

            Current Market Price: Shall mean, per share or unit of Marketable
      Securities on any date specified, the average of the daily market prices
      of such Marketable Securities for the 20 consecutive Business Days ending
      on the second Business Day prior to such date. The daily market price of
      Marketable Securities on any Business Day will be (a) the last sale price
      on such day on the principal stock exchange on which such share or unit of
      Marketable Securities is then listed or admitted to trading (including the
      Nasdaq National Market System if such Marketable Securities are admitted
      to trading thereon), or (b) if no sale takes place on such date on any
      exchange on which such share or unit of Marketable Securities is listed or
      admitted to trading, the average of the reported closing bid and asked
      prices on such day as officially noted on any exchange.

            Damages: As defined in Section 7.2.

            Defaulting Partner: As defined in Section 7.1(a).

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

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

            Effective Date: [insert the Closing Date of the transactions
      contemplated by the Formation Agreement].

            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

                                      -7-
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. For purposes
      of valuing Partnership Interests under Sections 6.2 and 6.7, an Appraiser
      shall assume that there shall remain in place long term affiliation
      agreements between Cablevision Systems Corporation and SportsChannel
      Chicago Associates, SportsChannel Ohio Associates, SportsChannel New York
      Associates and Madison Square Garden L.P.

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

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

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

            Fox/Liberty Partner: Fox Sports RPP Holdings LLC, a Delaware limited
      liability company.

            Free Cash Flow: Earnings before interest expense, taxes,
      depreciation and amortization (adjusted to reflect cash payments in excess
      of book expenses) plus capital expenditures for the relevant Person for
      such period on an unconsolidated basis.

            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.

                                      -8-
Initial Capital Account Balance: The Initial Capital Account Balance
      of each Partner shall be as follows:

            Rainbow Partner:                   $1,275,000,000
            Fox/Liberty Partner:               $  850,000,000

            Initial Public Offering: As to the Partnership or the Corporation,
      an initial public offering of the securities of the Partnership or the
      Corporation pursuant to a registration statement filed pursuant to the
      Securities Act of 1933 that results in a class of securities of the
      Partnership or the Corporation being required to be registered pursuant to
      Section 12 of the Securities Exchange Act of 1934.

            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.

            IPO-Call Closing Date: As defined in Section 6.7(d).

            IPO-Call Notice: As defined in Section 6.7(a).

            IPO-Call Notice Window: (i) the 30 days following the fifth
      anniversary of the Effective Date, (ii) the 30 days following each third
      anniversary of the fifth anniversary of the Effective Date, (iii) the 30
      days following receipt of notice of the initiation of any Buy-Out
      Procedure; provided that in every case there shall not be an IPO-Call
      Notice Window if an Initial Public Offering of the Partnership or the
      Corporation has occurred prior to such date.

            IPO-Call Procedure: As defined in Section 6.7(a).

            Liberty: Liberty Media Corporation, a Delaware corporation, and any
      entity succeeding to all or substantially all of its assets.

            Losses: As defined in Section 3.4(a).

            MSG: Madison Square Garden, L.P., a Delaware limited partnership.

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

                                      -9-
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.

            Marketable Securities: Shall mean registered securities of a Person
      that are freely tradeable without federal securities laws restrictions and
      that are listed on a national securities exchange in the United States of
      America or are authorized for inclusion in the Nasdaq National Market
      System, and which represent less than 50% of the securities of such class
      and securities convertible or exchangeable into such class.

            Material Asset: (i) any interest in a Regional (as defined in the
      Formation Agreement), (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 $25 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-Cash Flow Business: Each business of the Partnership or in which
      the Partnership has a direct or indirect investment that is (i) not
      included in the definition of Cash Flow Business, and (ii) the acquisition
      or formation of which was not in the initial Budget or approved by all the
      Partners.

                                      -10-
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.

            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/Liberty 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
      6.3(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.

                                      -11-
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 & 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 The Chase Manhattan Bank, 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.

            Profits: As defined in Section 3.4(a).

            Rainbow Partner: Rainbow Regional Holdings, Inc., a Delaware
      corporation.

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

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

                                      -12-
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.

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

            Restrictive Covenants: As defined in Section 9.2.

            RMH: Rainbow Media Holdings, Inc., a Delaware corporation, and any
      entity succeeding to all or substantially all of its assets.

            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 purposes described in Section 4.9(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/Liberty Partner:               40%

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

            TCI: Tele-Communications, Inc., a Delaware corporation.

            Term: As defined in Section 2.3.

            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,

                                      -13-
hypothecation, pledge or encumbrance to any unaffiliated third party
      lender in a financing transaction.

            Transfer Agreement: The Partnership Interest Transfer Agreement,
      dated as of April 15, 1997, by and among ITT Corporation, ITT Eden
      Corporation, ITT MSG Inc., CSC, RMH, Rainbow Garden Corp., Garden L.P.
      Holding Corp., MSG Eden Corporation and MSG.

            Undistributed Cash: For any period, 25% of the excess of
      "attributable" positive Free Cash Flow of each Cash Flow Business, over
      the "attributable" negative Free Cash Flow of each of the Non-Cash Flow
      Businesses. "Attributable" for purposes of this definition means the
      Partnership's percentage interest in the profits and income of the
      relevant business.

                                   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/Liberty 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

                                      -14-
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 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 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

                                      -15-
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, legal title to all assets, rights and property, whether real,
personal or mixed, owned by the Partnership (collectively,

                                      -16-
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 6.2(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 the Budget 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 in any calendar month.

            (b) All capital contributions 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).

                                      -17-
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 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

                                      -18-
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 product
of such Refusing Partner's Sharing Percentage and the total amount of such
capital call, 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

                                      -19-
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
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 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) such

                                      -20-
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(b), 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 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(b) 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

                                      -21-
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 such
Refusing Partner and the Complying Partners the respective Sharing Percentages
they would have

                                      -22-
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), 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, 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

                                      -23-
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 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 Contribution reimbursed by a Refusing Partner
to a Contributing 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

                                      -24-
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

            (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).

                                      -25-
(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 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.,

                                      -26-
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

                                      -27-
equal to such Partner's share of the net decrease in Partnership Minimum
      Gain, determined in accordance with Treasury Regulations 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

                                      -28-
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
      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.

                                      -29-
3.5 Distributions.

            (a) Except as provided in Sections 6.2 or 6.7, 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, distribute cash to the Partners in amounts that the
Managing Partner determines are in excess of the amounts reasonably necessary
for the continued efficient operation of the business of the Partnership,
including reasonable reserves; provided, that (i) subject to the Managing
Partner's discretion to retain amounts necessary for the continued efficient
operation of the business of the Partnership in accordance with this Section
3.5(b), such distributions shall be made not less often than quarterly and (ii)
the Managing Partner shall be permitted in its sole discretion to retain
Undistributed Cash and the Managing Partner shall be permitted to use in any
fiscal year all Undistributed Cash for such fiscal year that the Managing
Partner reasonably believes will be available for such fiscal year,

                                      -30-
for purposes that are unrelated to the Partnership's business (as it shall
determine, such determination to be made in accordance with Section 4.1 hereof),
so long as such use is generally related to the media or entertainment business,
subject only to Section 2.5. To the extent that Undistributed Cash is not used
in any fiscal year, such unused amount shall not be carried forward for use in
any subsequent year. To the extent that the Managing Partner expends
Undistributed Cash in excess of that available for a fiscal year, such amount
will be deducted from Undistributed Cash for the next fiscal year. Any such
distributions shall be made in accordance with the Partners' Sharing
Percentages. The Partnership shall repay principal and accrued interest on
Partners' 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.
The Managing Partner shall also act to cause distributions of cash from the
businesses in which the Partnership has a Controlling interest, on a basis
similar to the foregoing policy, subject to applicable legal, contractual and
fiduciary constraints.

            (c) For purposes of Sections 3.2(b) and 6.2(b), distributions shall
be deemed made first from profits and then from capital.

            3.6 Partnership Funds. The funds of the Partnership shall be
deposited in such bank accounts or invested in

                                      -31-
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 Partners' 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'

                                      -32-
Committee, the business and 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

                                      -33-
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 Partnership that are Related Persons with respect to any
Partner shall be on an Arm's-length basis.

            Nothing in this Agreement shall (i) limit any action or require any
action which is inconsistent with the terms of any partnership agreement,
limited liability company agreement (or similar document) relating to a
Contributed Business (as defined in the Formation Agreement) that includes one
or more outside partners or investors (other than Affiliates of Rainbow Partner
and Fox/Liberty Partner) or is inconsistent with the fiduciary or other
obligations of any partner therein and a Partner shall not be in breach of this
Agreement if acting or failing to act in reliance on this sentence, (ii) prevent
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,

                                      -34-
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, or (iii) permit any Partner other
than the Managing Partner to exercise any management or voting rights (including
any veto rights) with respect to SportsChannel Florida Associates, MSG, the New
York Rangers professional hockey team and the New York Knickerbockers
professional basketball team.

            4.2 Partners' Committee. Each of Fox/Liberty Partner and Rainbow
Partner shall designate two individuals 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/Liberty 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

                                      -35-
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 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

                                      -36-
removes one or both 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.

            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, 1998, (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

                                      -37-
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, including,
without limitation, confidentiality and fiduciary restrictions with respect to
SportsChannel Florida Associates, MSG, the New York Rangers professional hockey
team and the New York Knickerbockers professional basketball team. In addition,
the Managing Partner shall meet with the Partners' Committee to discuss such
Budget and Business Plan. Budgets and Business Plans submitted to the Partners'
Committee shall

                                      -38-
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

                                      -39-
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 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

                                      -40-
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,
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,

                                      -41-
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 attend such conferences,
discovery proceedings, hearings, trials and appeals as may reasonably be
requested in connection

                                      -42-
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;

            (ii) to admit any Person as a Partner in the Partnership except as a
      result of a Transfer permitted by this Agreement;

            (iii) to merge or consolidate the Partnership with any other Person,
      other than in connection with an Initial Public Offering;

            (iv) to dissolve and wind up the Partnership other than in
      connection with an Initial Public Offering, except as otherwise provided
      in Sections 8.1 and 8.2;

                                      -43-
(v) to Transfer all or substantially all of the assets of the
      Partnership other than in connection with an Initial Public Offering; or

            (vi) to make any capital calls other than the capital calls relating
      to (a) the exercise of the rights or satisfaction of obligations to
      purchase, or cause MSG to redeem, limited partnership interests in MSG
      pursuant to the Transfer Agreement, (b) the exercise of the rights or
      satisfaction of obligations to purchase interests in SportsChannel Chicago
      Associates or SportsChannel Pacific Associates from the other partners in
      such partnerships or (c) any other investments or disbursements referenced
      in a writing between the parties hereto dated the date of the Formation
      Agreement referring to this Section;

            (vii) to purchase or sell any Material Asset of the Partnership
      other than (a) transactions related to the sale of a direct or indirect
      interest in a Region in connection with the acquisition of major
      professional sports programming rights or (b) any other purchase or sale
      of a Material Asset referenced in a writing between the parties dated the
      date of the Formation Agreement referring to this Section; provided, that
      nothing in this clause (vii) shall limit the Managing Partner's ability to
      purchase any Material Asset with the Partnership's Undistributed Cash;

            (viii) to directly acquire any substantial interest or participation
      in any other Person other than (a) a reorganization or restructuring
      transaction relating to one or more of the Contributed Businesses or (b)
      any acquisition of an interest referenced in a writing between the parties
      hereto dated the date of the Formation Agreement referring to this
      Section; provided, that nothing in this clause (viii) shall limit the
      Managing Partner's ability to acquire any substantial interest or
      participation in any other Person with the Partnership's Undistributed
      Cash; or

            (ix) to incur indebtedness other than indebtedness for borrowed
      money of the Partnership relating to (a) the exercise of the rights or
      satisfaction of obligations to purchase, or cause MSG to redeem, limited
      partnership interests in MSG pursuant to the Transfer Agreement, (b) the
      exercise of rights or satisfaction of obligations to purchase interests in
      SportsChannel Chicago Associates or SportsChannel Pacific Associates from
      the other partners in such partnerships, (c) the

                                      -44-
direct or indirect acquisition of programming rights relating to
      professional sports, (d) any other investments or disbursements referenced
      in writing between the parties hereto dated the date of the Formation
      Agreement referring to this Section, or (e) 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 such Related Party
Transaction is approved by each Partner or is on an Arm's-length basis when
compared to similar types of transactions. 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 5 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
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.

                                      -45-
If the Partnership is presented with an Option with respect to a New
Development Interest under Section 8.3 of the Formation Agreement or the
opportunity to acquire Regional Nonsports Programming or a Regional Nonsports
Interest under Section 8.4 of the Formation Agreement, and if the Managing
Partner recommends that the Partnership exercise such Option or pursue such
opportunity, no other Partner that is the party making such Offer or an
Affiliate thereof may exercise its rights under this Section 4.9 to block such
transaction.

            (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)(v) or 4.9(a)(vi), and before this
Agreement may be amended in any respect that could reasonably be expected to
materially adversely affect such Forfeited Partner.

            (c) The Managing Partner shall not take any actions, or permit the
taking of any actions at SportsChannel Chicago, SportsChannel Pacific and
SportsChannel Prism Associates (so long as the Partnership does not own all of
the partnership interests therein) which would have required a unanimous
decision under this Section 4.9 if taken by the Partnership, except that the
Partnership shall not be deemed to be a Related Person of such other partnership
for purposes of the penultimate paragraph of

                                      -46-
Section 4.9(a). Subject to fiduciary and contractual obligations to third party
partners, stockholders and investors in partnerships and other businesses in
which the Partnership has an interest, the Managing Partner, to the extent it
Controls such partnerships and other businesses, shall not permit such
partnerships or other businesses to enter into instruments creating or
evidencing indebtedness of such partnership or other business which restrict or
eliminate the right of such partnerships or other businesses to make
distributions to the Partnership; provided that this sentence shall not apply to
such instruments or agreements which evidence indebtedness incurred by such
partnership or other business solely for one or more of the purposes described
in Section 4.9(ix).

            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 any other Partner (other than a Defaulting Partner) by written notice by the
requesting 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 is the Managing Partner and
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.

                                      -47-
Upon the removal of the Managing Partner, a new Managing Partner
shall be appointed from among the Partners 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 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'

                                      -48-
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; provided, that Fox/Liberty Partner shall not have
the right to examine, inspect or copy any records relating to SportsChannel
Florida Associates, the New York Rangers professional hockey team or the New
York Knickerbockers professional basketball team or which is subject to a
confidentiality or fiduciary obligation. 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
required by Section 10.11 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.

                                      -49-
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 report
furnished after the close of the Fiscal Year, shall be audited by the
Partnership's independent certified public accountants. The

                                      -50-
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 (i)
that is subject to a confidentiality or fiduciary obligation or (ii) with
respect to SportsChannel Florida Associates, the New York Rangers professional
hockey team or the New York Knickerbockers

                                      -51-
professional basketball team other than a statement of the aggregate net income
(loss) of the New York Knickerbockers or the New York Rangers. The Partnership
will initially engage KPMG Peat Marwick LLP as its independent certified public
accountants. The Partnership shall bear the cost of each annual audit and,
except as otherwise provided in Section 4.6, the cost of any other services
furnished to the Partnership by its independent certified public accountants as
provided herein.

            5.3 Tax Returns and Information.

            (a) Until further action by the Partners' Committee, the Managing
Partner is designated as Tax Matters Partner under ss.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 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. If an administrative proceeding with
respect to a partnership item under the Code has begun, and the Tax Matters
Partner so requests, each Partner will give notice to the Tax Matters

                                      -52-
Partner of its treatment of any partnership item on its federal income tax
return, if any, which is inconsistent with the treatment of that item on the
partnership return for the Partnership. Any settlement agreement with the
Internal Revenue Service will be binding upon the Partners only as provided in
the Code. 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 partnership item will give notice to the other
Partners of such settlement agreement and its terms within 30 days after the
date of settlement. If the Tax Matters Partner does not file a petition for
readjustment of the partnership items in the Tax Court, federal District Court
or Claims Court within the 90-day period following a notice of a final
partnership administrative adjustment, any notice partner or 5-percent group (as
such terms are defined in the Code) may institute such action within the
following 60 days. The Tax Matters Partner will timely give notice to the other
Partners in writing of its decision. Any notice partner or 5-percent group will
give notice to the other Partners of its filing of any petition for
readjustment.

            (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

                                      -53-
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 if it deems such election to be in the best interests of the
Partnership or of any Partner. 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 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

                                      -54-
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), 6.2, 6.6,
6.7 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 of such Partner
or an Indirect

                                      -55-
Transfer as to such Partner, and any such Transfer shall be void and of no force
or effect.

            (b) Other than in connection with Transfers pursuant to Section 6.2,
6.6, 6.7 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 of such Partner or an Indirect Transfer as to 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 Selling 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

                                      -56-
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 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). Within 15
days after the receipt of such offer notice such Offeree shall give notice that
it accepts or rejects such offer in writing, and, if it 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

                                      -57-
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/Liberty 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/Liberty 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

                                      -58-
90-day period, then the Selling Partner 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 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 6.6, 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 the first
sentence of Section 6.1(a), the Interest deemed Transferred shall continue to be
subject to all the provisions of this Agreement and,

                                      -59-
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 Section 7.2
of this Agreement against the deemed Transferring Partner and its deemed
Transferee.

            6.2 Buy-Out Procedure.

            (a) The procedure set forth in this Section 6.2 (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 each other Partner.

            (b) For 45 days after receipt of the notice of Rainbow Partner given
pursuant to Section 6.2(a), Rainbow Partner, on the one hand, and Fox/Liberty
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

                                      -60-
30 days after its selection, the third Appraiser shall determine the value of
the Interests held by Fox/Liberty Partner by determining the Fair Market Value
of all of the Interests and multiplying such Fair Market Value by the Sharing
Percentage of Fox/Liberty 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/Liberty Partner shall be obligated to sell, all of the
Interests in the Partnership owned by Fox/Liberty Partner for a purchase price
(the "Buy-Out Price") equal to the greater of (i)(A) $2,125,000,000 (increased
by all capital contributions and reduced by all distributions of capital) times
the Sharing Percentage of Fox/Liberty Partner as in effect at the commencement
of the Buy-Out Procedure plus (B) a rate of return on the amount in clause (A)
at a per annum rate equal to 8% calculated on the basis of a year of 360 days;
or (ii) 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/Liberty 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

                                      -61-
Fox/Liberty Partner of a notice from Rainbow Partner pursuant to Section 6.2(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 Section 6.2(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 6.2 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/Liberty 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

                                      -62-
such approval is obtained but in any event not more than 180 days after the
election or deemed election pursuant to Section 6.2(a). At such closing,
Fox/Liberty 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. Unless otherwise agreed by
Rainbow Partner and Fox/Liberty Partner, 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/Liberty 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/Liberty Partner, by the Interest purchased, maturing on the third
anniversary of the Buy-Out Closing Date and bearing interest, payable
semi-annually, at a rate per annum equal to the Prime Rate plus one-half of one
percent (1/2%).

            6.3 Additional Provisions Relating to Transfer.

            (a) In the case of any Transfer under Section 6.1, 6.2, 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 agree-

                                      -63-
ments 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 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. 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, 6.2, 6.7 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 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

                                      -64-
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.

            (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

                                      -65-
Partnership or as between a Transferring Partner and the 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.

            (f) Upon completion of any Transfer pursuant to Section 6.1, 6.2,
6.7 or 8.3 or a change of ownership in compliance with Section 6.6(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
Section 6.3.

            6.4 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.

            6.5 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

                                      -66-
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.

            6.6 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 sale, assignment,
transfer or other disposition 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 (i)
the same Person owns more than a Minimum Interest in both the transferor and the
transferee immediately prior to the transaction in question or (ii) Fox,
Twentieth Holdings Corporation or Liberty collectively own all of the direct or
indirect interests in both the transferor and the transferee immediately prior
to the transaction in question. Fox/Liberty Partner hereby agrees to consult in
good faith with Rainbow Partner prior to engaging in any transaction which has
the effect of reallocating between Fox and Liberty their direct or indirect
ownership interests in the Partnership.

            (b) Notwithstanding anything in this Agreement to the contrary, none
of the following transactions shall be

                                      -67-
deemed to constitute a direct or indirect sale, assignment, transfer or other
disposition 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 stockholders of RMH as a class (it
being understood that such transfer may include the transfer to different
classes of stockholders of RMH of different classes of equity interests
reflecting the same relative rights and privileges as the different classes of
stock of RMH) or to any group of public equity holders (including, without
limitation, a transfer by means of a registered public offering).

            6.7 IPO-Call Procedure. (a) The procedure set forth in this Section
6.7 (the "IPO-Call Procedure") may be initiated by Fox/Liberty Partner during
any IPO-Call Notice Window. Such IPO-Call Procedure shall be initiated by
written notice (the "IPO-Call Notice") from Fox/Liberty Partner to Rainbow
Partner in accordance herewith. Except as provided below, upon the giving of the
IPO-Call Notice, Rainbow Partner shall be obligated to purchase, and Fox/
Liberty Partner shall be obligated to sell, all (but not less than all) of the
Interests of Fox/Liberty Partner at

                                      -68-
the Call Price (as defined below) in accordance with the terms hereof.

            (b) For 45 days after receipt of an IPO-Call Notice, Rainbow
Partner, on the one hand, and Fox/Liberty 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 such 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/Liberty Partner by determining
the Fair Market Value of all of the Interests and multiplying such Fair Market
Value by the Sharing Percentage of Fox/Liberty Partner (the "Call Price").
Within 30 days after determination of the Call Price, Rainbow Partner shall give
written notice to Fox/Liberty Partner of its election either (i) to purchase the
Interests of Fox/Liberty Partner for, at the election of Rainbow Partner, (A) a
number of Marketable Securities of CSC or RMH (or any combination thereof)
calculated by dividing the Call Price by the Current Market Price of such
Marketable Securities, or (B) a promissory note of Rainbow Partner secured,
pursuant to a pledge or collateral assignment agreement in form reasonably
acceptable to Fox/Liberty Partner, by the Interest purchased,

                                      -69-
maturing on the third anniversary of the IPO-Call Closing Date and bearing
interest, payable semi-annually, at a rate per annum equal to the Prime Rate
plus one-half of one percent (1/2%) in aggregate principal amount equal to the
Call Price or (ii) to consummate an Initial Public Offering of the Partnership
or the Corporation within 180 days of the IPO Call Notice. If a purchase of
Interests is to be effected pursuant to this Section, at Fox/Liberty Partner's
request, the parties shall negotiate in good faith to structure the transaction
as a tax-free transaction, provided, that (i) Fox/Liberty Partner will not be
required to accept, in exchange for its Interests, securities which are not
Marketable Securities, (ii) structuring the transaction in such a manner as
shall not cause any adverse consequences to Rainbow Partner or the issuer of
such Marketable Securities, and (iii) Rainbow Partner shall not be required to
change its election with respect to the Marketable Securities being issued.
Securities issued in such transaction may be voting, nonvoting or convertible
into voting securities at the election of the issuer.

            (c) Rainbow Partner may elect to have its purchase effected by a
Designee and, if Fox/Liberty 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

                                      -70-
provided in this Agreement during the pendency of and unaffected by the IPO-Call
Procedure.

            (d) In the event that an Initial Public Offering of the Partnership
or the Corporation is not consummated within 180 days after the determination of
the Call Price, the closing of any purchase and sale of an Interest under this
Section 6.7 shall be held at a mutually acceptable place on a mutually
acceptable date (the "IPO-Call Closing Date") not more than 180 days after the
date of determination of the Call Price; provided, that if any governmental
approvals are required to consummate such purchase and sale, the IPO-Call
Closing Date shall be the date on which the last such approval is obtained but
in any event not more than 240 days after the determination of the Call Price.
At such closing, Fox/Liberty 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.

            (e) In order to effectuate an Initial Public Offering,
notwithstanding Section 4.9, Rainbow Partner shall be permitted to effect a
reorganization or restructuring of the Partnership into the Corporation, without
any consent of any other Partner.

                                      -71-
ARTICLE VII

                                EVENTS OF DEFAULT

            7.1 Events of Default.

            (a) 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 6.1, 6.2 or 6.3 but excluding any failure to meet any capital
      call) or a material term or condition of any Approved Agreement (or
      Section 8.2, 8.3, 8.4 or 8.5 of the Formation 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, 8.3, 8.4 or 8.5 of the Formation
      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.

                                      -72-
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:

            (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

                                      -73-
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 time period provided in the preceding paragraph
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

                                      -74-
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

                  (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:

                                      -75-
(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 businesslike 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);

                (iii) to pay the accrued and unpaid interest and unpaid
             principal amount of Partner's

                                      -76-
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 Partners' Loans and Capital Contributions),
      then such additional

                                      -77-
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.

                  (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

                                      -78-
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 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

                                      -79-
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 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

                                      -80-
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.

                                      -81-
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

                                      -82-
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 privilege hereunder preclude any other or further exercise thereof or the
exercise of any other right, power or privilege hereunder.

            10.3 Entire Agreement. 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.

                                      -83-
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/Liberty Partner:

                     Fox Sports Net, LLC
                     1440 South Sepulveda Blvd.
                     Suite 218
                     Los Angeles, CA  90025
                     Attention:  Tony Ball
                     Telecopy: (310) 445-4335

                     With copies to:

                     Liberty Media Corporation
                     8101 E. Prentice Avenue
                     Suite 500
                     Englewood, CO  80111
                     Attention:  President
                     Telecopy:  (303) 721-5415

                     and:

                     Tele-Communications, Inc.
                     5619 DTC Parkway
                     Englewood, CO  80111
                     Attention:  Legal Department
                     Telecopy:  (303) 488-3245

                     and:

                                      -84-
Sherman & Howard L.L.C.
                     3000 First Interstate Tower North
                     633 Seventeenth Street
                     Denver, Colorado  80202
                     Attention:  Charles Y. Tanabe, Esq.
                     Telecopy:  (303) 298-0940

                     and:

                     The News Corporation Limited
                     1211 Avenue of the Americas
                     New York, New York  10036
                     Attention:  Arthur M. Siskind, Esq.
                         Senior Executive Vice President
                         and Group General Counsel
                     Telecopy:  (212) 768-2029

                     and:

                     Fox Television
                     10201 West Pico Boulevard
                     Los Angeles, California  90035
                     Attention:  Jay Itzkowitz, Esq.
                         Senior Vice President
                         Legal Affairs
                     Telecopy:  (310) 369-2572

                     and:

                     Squadron, Ellenoff, Plesent & Sheinfeld, LLP
                     551 Fifth Avenue
                     New York, New York  10176
                     Attention:  Joel Papernik, Esq.
                     Telecopy:  (212) 697-6686

                                      -85-
If to Rainbow Partner:

                               c/o Rainbow Media Holdings, Inc.
                               150 Crossways Park West
                               Woodbury, N.Y. 11797

                               Attention: President

                     With a copy to Attention: Executive Vice President
                                    Legal and Business Affairs

                               cc:  Cablevision Systems Corporation
                                    One Media Crossways
                                    Woodbury, New York 11797

                                    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.

            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.

                                      -86-
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 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

                                      -87-
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; (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; and (vii)
after the expiration of Section 9.5 hereof as to such Partner, in connection
with decisions to bid, or the formulation of a bid, for television programming
rights, such Partner may disclose confidential or proprietary information with
respect to the Partnership to any co-investors it may have in connection with
such bid or, if the bid is to be made through a corporate entity, to the board
of directors or executive officers of such entity; provided, that such party
shall be liable for any breach by such partner, director or executive officer of
any provision of this Section, it being understood that use of such information
in connection with

                                      -88-
such bid shall not constitute a breach hereunder. 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 corporate 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 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 asserted or enforced against,
any such 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.

                                      -89-
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 with the authorization, preparation, execution and
consummation of this Agreement, shall be borne solely by the party who shall
have incurred the same.

                                      -90-
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.

                                      -91-
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 LLC

                                     By
                                        -----------------------------
                                        Title:

                                     RAINBOW REGIONAL HOLDINGS, INC.

                                     By
                                        -----------------------------
                                        Title:

                                      -92-
ANNEX B

================================================================================

                          GENERAL PARTNERSHIP AGREEMENT

                           OF NATIONAL SPORTS PARTNERS

================================================================================
TABLE OF CONTENTS
                                                                        Page

ARTICLE I     DEFINITIONS.................................................2

ARTICLE II    FORMATION OF GENERAL PARTNERSHIP
    2.1       Formation..................................................13
    2.2       Name.......................................................14
    2.3       Compliance with Partnership and Other Laws.................14
    2.4       Term.......................................................15
    2.5       Principal Place of Business................................15
    2.6       Purpose....................................................15
    2.7       Qualification in other Jurisdictions.......................15
    2.8       Ownership of Property......................................16

ARTICLE III PARTNERSHIP CAPITAL
    3.1       Capital Contributions......................................16
    3.2       Failure to Make Capital Contributions......................17
    3.3       Capital Accounts...........................................23
    3.4       Allocation of Items of Partnership Income,
              Gain, Loss, Deduction and Credit...........................25
    3.5       Distributions..............................................29
    3.6       Partnership Funds..........................................30
    3.7       Borrowings.................................................30

ARTICLE IV    MANAGEMENT OF THE PARTNERSHIP
    4.1       Management of the Partnership's Business...................31
    4.2       Partners' Committee........................................33
    4.3       Extraordinary Decisions....................................36
    4.4       Budget and Business Plan Approval..........................37
    4.5       Limitation on Agency.......................................41
    4.6       Managing Partner's Services and Expenses...................42
    4.7       Liability of Partners' Committee and Managing
              Partner....................................................43
    4.8       Indemnification............................................44
    4.9       Contracts with Related Persons.............................45
    4.10      Approved Agreements........................................49
    4.11      Unanimous Actions by Partners..............................50
    4.12      Removal of Managing Partner................................52

ARTICLE V     BOOKS AND RECORDS; REPORTS TO PARTNERS
    5.1       Books and Records..........................................53
    5.2       Financial Reports..........................................54
    5.3       Tax Returns and Information................................56

ARTICLE VI    PLEDGES, TRANSFERS, ADMISSIONS, WITHDRAWALS
    6.1       Transfer by Partners.......................................59
    6.2       Additional Provisions Relating to Transfer.................64
    6.3       Effect of Attempted Transfer; Withdrawals
and Admissions Generally...................................66
    6.4       Tax Allocation Adjustments; Distributions
              After Transfer.............................................67
    6.5       Certain Affiliate Transferee Transactions
              Not Deemed Transfers.......................................67
    6.6       IPO-Call Procedure.........................................69

ARTICLE VII   EVENTS OF DEFAULT
    7.1       Events of Default..........................................72
    7.2       Remedies of Non-Defaulting Partners........................73 

ARTICLE VIII  DURATION AND TERMINATION OF THE PARTNERSHIP
    8.1       Events of Termination......................................75
    8.2       Winding-Up.................................................76
    8.3       Purchase Option Upon Bankruptcy of a
              Partner....................................................78

ARTICLE IX    COVENANTS, REPRESENTATIONS AND WARRANTIES
     9.1      Compliance with Applicable Law.............................80
     9.2      No Restrictive Covenants...................................80
     9.3      Indemnification of Partners; Contribution..................81
     9.4      Notice of Change in Control and Indirect
              Transfer...................................................82

ARTICLE X     MISCELLANEOUS
     10.1     Waiver of Partition........................................82
     10.2     Modification; Waivers......................................83
     10.3     Entire Agreement...........................................83
     10.4     Severability...............................................84
     10.5     Notices....................................................84
     10.6     Successors and Assigns.....................................86
     10.7     Counterparts...............................................86
     10.8     Headings; Cross-references.................................86
     10.9     Construction...............................................86
     10.10    Property Rights; Confidentiality...........................87
     10.11    Non-Recourse...............................................89
     10.12    Further Actions............................................90
     10.13    Survival...................................................90
     10.14    Governing Law..............................................90
     10.15    No Right of Set-Off........................................90
     10.16    Expenses of the Parties....................................90
     10.17    Unregistered Interests.....................................91

ANNEXES
A    Approved Agreements of the Partnership
B    Budget and Business Plan
C    Form of Subordinated Note
D    Allocation Policy for Indirect Expenses

                                      -ii-
THIS GENERAL PARTNERSHIP AGREEMENT (the "Agreement") of National
Sports Partners, a general partnership organized under the laws of the State of
New York (the "Partnership"), made as of [insert Effective Date], is entered
into by and between Rainbow National Sports Holdings, Inc., a Delaware
corporation ("Rainbow Partner"), and Fox Sports NSP Holdings LLC, a Delaware
limited liability company ("Fox/Liberty Partner").

                              W I T N E S S E T H:
                              - - - - - - - - - -

            WHEREAS, Rainbow Partner and Fox/Liberty Partner desire to form the
Partnership, to, among other things, own and operate a national sports network
under the name "Fox Sports Net" ("Fox Sports").

            WHEREAS, pursuant to the Formation Agreement, dated as of June 22,
1997, between Rainbow Media Sports Holdings, Inc. and Fox/Liberty Networks, LLC
(the "Formation Agreement"), Rainbow Partner and Fox/Liberty Partner are
contributing certain programming interests to the Partnership.

            WHEREAS, Rainbow Partner and Fox/Liberty 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

                                   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. For purposes of this
      definition, (x) so long as Liberty owns, directly or indirectly, an
      interest in Fox/Liberty Partner, any Affiliate of Fox/Liberty Partner
      shall be deemed an Affiliate of Liberty, and Liberty shall be deemed an
      Affiliate of Fox/Liberty Partner and any Affiliate of Liberty shall be
      deemed an Affiliate of Fox/Liberty

                                      -2-
Partner, (y) so long as Fox owns, directly or indirectly, an interest in
      Fox/Liberty Partner, any Affiliate of Fox/Liberty Partner shall be deemed
      an Affiliate of Fox, and Fox shall be deemed an Affiliate of Fox/Liberty
      Partner and any Affiliate of Fox shall be deemed an Affiliate of
      Fox/Liberty Partner and (z) Twentieth Holdings Corporation and its
      Subsidiaries shall be deemed to be Affiliated of Fox. 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, (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, and (iii)
      neither Liberty or its Affiliates (other than Liberty Partner) on the one
      hand nor Fox or its Affiliates (other than Liberty Partner) on the other
      hand shall be deemed to be an "Affiliate" of the other solely by virtue of
      their ownership of Fox/Liberty Partner.

            Affiliate Transferee: As defined in Section 6.6(a).

            Agreement: This Amended and Restated 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 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.

            Annual Maximum Amount: $250,000 (increased or decreased annually by
      a percentage equal to the percentage increase or decrease for the
      immediately preceding year in the Consumer Price Index).

            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

                                      -3-
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 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.

                                      -4-
Bona Fide Offer: As defined in Section 6.1(b).

            Budget: At any time, the then-effective annual operating and capital
      budget for the Partnership, approved in the manner contemplated by Section
      4.4.

            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, 1997 through December 31, 2001, a copy of which is annexed
      hereto as Annex B, or the five-year business plan for the Partnership most
      recently approved by the Partners' Committee pursuant to Section 4.4, as
      the case may be.

            Buying Partners: As defined in Section 6.2(a).

            Call Price: As defined in Section 6.6(b).

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

            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; (ii) Fox/Liberty Partner as
      a result of a change, shift or transfer of Control with respect to Liberty
      or any Person Controlling Liberty; or (iii) Fox/Liberty 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).

            Consolidated Entity: Any entity in which the Partnership has an
      equity interest and the accounts of which are, in accordance with GAAP,
      consolidated with those of the Partnership for financial reporting
      purposes.

                                      -5-
Consumer Price Index: The Consumer Price Index - All Urban Consumers
      (All Items) published 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.

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

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

            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.

            Corporation: a Person succeeding to the business of the Partnership
      by merger or otherwise for the purpose of facilitating an Initial Public
      Offering, the ownership of which immediately following such reorganization
      or restructuring is in the same relative proportion to the Sharing
      Percentages of the Partners immediately prior thereto; provided, that the
      securities issued to each Partner are of the same class of securities to
      be issued in the Initial Public Offering.

            CSC: Cablevision Systems Corporation, a Delaware corporation.

            Current Market Price: Shall mean, per share or unit of Marketable
      Securities on any date specified, the average of the daily market prices
      of such Marketable Securities for the 20 consecutive Business Days ending
      on the second Business Day prior to such date. The daily market price of
      Marketable Securities on any Business Day will be (a) the last sale price
      on such day on the principal stock exchange on which such share or unit of
      Marketable Securities is then listed or admitted to trading (including the
      Nasdaq National Market System if such Marketable Securities are admitted
      to trading thereon), or (b) if no sale takes place on such date on any
      exchange on which such share or unit of Marketable Securities is listed or
      admitted to trading, the average of the reported closing bid and asked
      prices on such day as officially noted on any exchange.

            Damages: As defined in Section 7.2.

                                      -6-
Defaulting Partner: As defined in Section 7.1(a).

            Deferred Budget Decision: A circumstance in which Management
      Overhead allocated to the Partnership pursuant to Section 4.6 is being
      disputed or has otherwise not been definitively established and is the
      only remaining disputed or unestablished item with respect to a Proposed
      Budget.

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

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

            Disinterested Partner: As defined in Section 4.9(b).

            Effective Date: [insert the Closing Date of the transactions
      contemplated by the Formation Agreement].

            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).

            Extraordinary Decision: As defined in Section 4.3(b).

            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).

                                      -7-
Fox: Fox Inc., a Colorado corporation, and any entity succeeding to
      all or substantially all of the assets of Fox Inc.

            Fox/Liberty Partner: Fox Sports NSP Holdings LLC, a Delaware limited
      liability company.

            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 each Partner shall be as follows:

                     Rainbow Partner:                    $50,000,000
                     Fox/Liberty Partner:                $50,000,000

            Initial Public Offering: As to the Partnership or the Corporation,
      an initial public offering of the securities of the Partnership or the
      Corporation pursuant to a registration statement filed pursuant to the
      Securities Act of 1933 that results in a class of securities of the
      Partnership or the Corporation being required to be registered pursuant to
      Section 12 of the Securities Exchange Act of 1934.

            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.

            IPO-Call Closing Date: As defined in Section 6.6(d).

            IPO-Call Notice: As defined in Section 6.6(a).

            IPO-Call Notice Window: (i) the 30 days following the fifth
      anniversary of the Effective Date and (ii) the 30 days following each
      third anniversary of

                                      -8-
the fifth anniversary of the Effective Date; provided that in every case
      there shall not be an IPO-Call Notice Window if an Initial Public Offering
      of the Partnership or the Corporation has occurred prior to such date.

            IPO-Call Procedure: As defined in Section 6.6(a).

            Liberty: Liberty Media Corporation, a Delaware corporation, and any
      entity succeeding to all or substantially all of its assets.

            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 of
      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 4.6.

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

            Marketable Securities: Shall mean securities of a Person that are
      freely tradeable without federal securities laws restrictions and that are
      listed on a national securities exchange in the United States of America
      or are authorized for inclusion in the Nasdaq National Market System, and
      which represent less than 50% of the total of securities of such class and
      securities convertible or exchangeable into such class.

            Maximum Amount: $1,000,000 (increased or decreased annually by a
      percentage equal to the percentage increase or decrease for the
      immediately preceding year in the Consumer Price Index).

            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

                                      -9-
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.

            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).

            Operating Income (Loss): For any period, the consolidated net income
      (loss) of the Partnership and the Consolidated Entities for such period
      attributable to continuing operations before income taxes, depreciation of
      plant, property and equipment, interest expense, interest income,
      amortization of goodwill and amortization of organization cost,
      amortization of step-ups, extraordinary items, any prior year adjustments,
      losses or gains from the sale of plants, divisions or other major items
      of property, adjustments arising from major changes in accounting methods,
      losses or gains on foreign exchange, bonuses and other periodic incentive
      compensation payments to officers and employees and other material and
      nonrecurrent expenses as determined in accordance with GAAP.

            Partner: Rainbow Partner, Fox/Liberty 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 Associate: As defined in Section 4.9(b).

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

                                      -10-
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
      6.3(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 & 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

                                      -11-
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 The Chase Manhattan Bank, 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.

            Profits: As defined in Section 3.4(a).

            Proposed Budget: As defined in Section 4.4(a).

            Proposed Business Plan: As defined in Section 4.4(a).

            Rainbow Partner: Rainbow National Sports Holdings, Inc., a Delaware
      corporation.

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

            Related Affiliation Agreement: As defined in Section 4.9(b).

            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.

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

            Restrictive Covenants: As defined in Section 9.2.

            RMH: Rainbow Media Holdings, Inc., a Delaware corporation, and any
      entity succeeding to all or substantially all of its assets.

                                      -12-
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
      approved by the Partners' Committee.

            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:                             50%
                Fox/Liberty Partner:                         50%

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

            TCI: Tele-Communications, Inc., a Delaware corporation.

            Term: As defined in Section 2.3.

            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.

                                     ARTICLE

                        FORMATION OF GENERAL PARTNERSHIP

            Formation.

            Pursuant to the terms and conditions contained in this Agreement,
      Rainbow Partner is hereby admitted to the Partnership as a Partner owning
      a 50% Sharing Percentage and Fox/Liberty Partner is hereby admitted as a
      Partner owning a 50% Sharing Percentage.

            The name and mailing address of each Partner and the amount credited
      to each Partner's Capital

                                      -13-
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.

                  Name. The name of the Partnership shall be National Sports
Partners or any other name designated by the Partners' Committee upon compliance
with all applicable laws.

                  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 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.

                                      -14-
Term. 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.

                  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.

                  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.

                  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.

                                      -15-
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, 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

                               PARTNERSHIP CAPITAL

                             Capital Contributions.

                  Unless otherwise agreed by all Partners, all capital
contributions (other than any initial capital contribution) shall be in cash
and, other than capital contributions due in accordance with the then-applicable
Budget, shall be approved by each Partner. Except as provided in Sections 4.3(a)
and 4.11, the Managing Partner shall from time to time during the Term give
notice to each Partner of any capital contribution due in accordance with the
then-applicable Budget 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

                                      -16-
transmitted. There shall be no more than one capital call in any calendar month.

                  All capital contributions 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).

                  Failure to Make Capital Contributions. 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 the 15th day
after the Contribution Date therefor, any other Partner that is not a Refusing
Partner or a Forfeited 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

                                      -17-
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 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").

                  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 product
of such Refusing Partner's Sharing Percentage and the total amount of such
capital call, 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

                                      -18-
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 additional 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 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

                                      -19-
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).

                  If at any time 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) 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 4.11(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(b), 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 Agreement (including its obligations with respect to required
additional capital contributions). The forfeiture by any Partner of certain of
its rights pursuant to this

                                      -20-
Section 3.2(b) 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

                                      -21-
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 Rainbow
Partner and the Complying Partners the respective Sharing Percentages they would
have had but for and solely based on the default of Rainbow 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 Rainbow Partner pursuant to Section
3.2(a), the full Make-up Amount shall be paid by Rainbow 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
Rainbow Partner through additional capital contributions, Rainbow 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

                                      -22-
payment Rainbow Partner shall contribute the remainder (if any) of the Make-up
Amount to the Partnership.

                                Capital Accounts.
      
                  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 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 reimbursed by a Refusing Partner to a Contributing 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), and (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

                                      -23-
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.

                  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.

                  Immediately prior to:

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

                  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 dis- 

                                      -24-
position 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).

                  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.

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

                  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 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

                                      -25-
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.

                  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.

                  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.

                  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:

                                      -26-
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 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;

                  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

                                      -27-
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);

                  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 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;

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

                  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

                  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

                                      -28-
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.

                  Distributions.

                  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.

                  The Partnership shall, subject to any restrictions contained
in Senior Credit Agreements, distribute cash to the Partners in amounts that the
Managing Partner determines are in excess of the amounts reasonably necessary
for the continued efficient operation of the business of the Partnership,
including reasonable reserves; provided, that subject to the Managing Partner's
discretion to retain amounts necessary for the continued efficient operation of
the business of the Partnership in accordance with this Section 3.5(b), such
distributions shall be made not less often than quarterly. Any such
distributions shall be made in accordance with the Partners' Sharing Percentages
subject to the priorities set forth in Section 4.1. The

                                      -29-
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.

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

                  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 Partners' Committee shall establish
a cash management plan pursuant to which the funds of the Partnership will be
managed.

                  Borrowings. Subject to any applicable approval required by
Section 4.3 or 4.11 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

                                      -30-
Partnership may borrow funds in the form of Partner's Loans from any Partner or
any Related Person with respect to a Partner.

                                     ARTICLE

                          MANAGEMENT OF THE PARTNERSHIP

                  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 affairs of the Partnership shall be directed and
controlled by the Managing Partner. The Managing Partner shall manage the
business of the Partnership with the objective of achieving the following
actions in the following order of priority: (i) the return to the Partners of
their Capital Contributions, (ii) the return to the Partners of a 25% annual
profit margin in respect of the Partnership's national sports service carried by
the Regionals (as defined in the Formation Agreement), (iii) the distribution to
the Regionals of all profits in excess thereof in respect of the Partnership's
national sports service carried by the Regionals, in accordance with terms of
the affiliation agreements with such Regionals, and (iv) the distribution of all
funds available for distribution to the Partners in accordance with their
Sharing Percentages, and in all cases in a manner consistent with

                                      -31-
the development plans and policy decisions reflected in the Business Plan and
the 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
4.6, the Managing Partner shall serve without compensation for its services.
Subject to any applicable provisions of Section 4.3 hereof, 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

                                      -32-
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 Sections 4.3, 4.9 or 4.11, all arrangements for the employment of
managers, employees or agents on behalf of the Partnership that are Related
Persons with respect to any Partner shall be on an Arm's-length basis.

                  Partners' Committee. Each of Fox/Liberty Partner and Rainbow
Partner shall designate two individuals 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/Liberty Partner and Rainbow Partner shall have the right to one vote at such
meetings (except as otherwise provided below or 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 formulate fundamental
policy with respect to the Partnership's business. 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

                                      -33-
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 be necessary to make
any Extraordinary Decision or 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.

                  Any Partner entitled to vote at a meeting of the Partners'
Committee shall have the right to call a meeting of the Partners' Committee by
giving 10 Business Days' prior notice of the time, date and location or means of
conducting such meeting to each other Partner. The presence or participation of
one representative designated hereunder by the number of Partners required to
authorize the action taken at such meeting shall constitute a quorum for the 
taking of any action; provided, that all Partners, regardless of whether all
Partners are entitled to vote, have received at least 10 Business Days' prior
notice of such meeting or have waived such notice. Except as otherwise provided
herein, any action required or permitted to be taken by the

                                      -34-
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 4.12, until a new Managing Partner
shall have been appointed in accordance with Section 4.12, 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 or both 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.

                  Extraordinary Decisions. Subject to Section 4.11, except to
the extent any of the matters set forth below are specifically identified in the
then-applicable Budget or Business Plan, the Partnership and the Managing

                                      -35-
Partner may take the following actions only with the prior approval of the
Partners' Committee:

                  Make any loan or other advance of money to, or guarantee any
            obligation of, any Person that is not a Partner or a Related Person
            with respect to a Partner, other than employee loans and advances
            and other than in the ordinary course of business.

                  Incur capital expenditures in any Fiscal Year (a) in
            connection with any single transaction or series of related
            transactions exceeding by more than $50,000 the amount authorized in
            the annual Budget approved by the Partners' Committee or (b) in an
            aggregate amount that exceeds by more than $250,000 the aggregate
            amount of capital expenditures authorized in the Budget.

                  Commence, abandon or settle any litigation, arbitration or
            other legal proceeding in the name of the Partnership or otherwise
            involving the Partnership which is not in the ordinary course of
            business or is likely to have a material impact on the Partnership
            or its business or involves claims by or against any governmental
            entity.

                  Adopt or change any accounting principle which will have a
            material effect on the Partnership's Operating Income or make any
            tax election (except an election under Section 754 of the Code made
            by the Tax Matters Partner) or adopt any position for purposes of
            any tax return that will have a material effect on any Partner.

                  Enter into any contract or other transaction (or series of
            related contracts or transactions) providing for payments (a) that
            in any Fiscal Year exceed the Annual Maximum Amount or (b) with a
            discounted present value (computed at an annual discount rate of
            15%) equal to or greater than the Maximum Amount.

                  Enter into any agreement that may be terminated or otherwise
            avoided by the other party thereto if the Managing Partner ceases to
            act as Managing Partner or ceases to be a Partner in, or to act as
            Managing Partner of the Partnership.

Each of the actions set forth above is referred to as an "Extraordinary
Decision".

                                      -36-
Budget and Business Plan Approval.

                  The Managing Partner shall submit annually to the Partners'
Committee at least 90 days prior to the start of each Fiscal Year, beginning
with the Fiscal Year commencing January 1, 1998, (i) a proposed budget (the
"Proposed 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 for the Partnership 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 Proposed Budget and any contemplated borrowings of the
Partnership, (ii) a proposed revised five-year business plan (the "Proposed
Business Plan") for the Fiscal Year covered by the Proposed 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 Proposed Budget and Proposed Business Plan shall be
prepared on a basis consistent with the Partnership's audited financial
statements and GAAP. Prior to or simultaneously with the submission of such
Proposed Budget and Proposed Business Plan, the Managing Partner shall

                                      -37-
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 Proposed Budget and Proposed
Business Plan. In addition, the Managing Partner shall meet with the Partners'
Committee to discuss such Proposed Budget and Proposed Business Plan.

                  Within 30 days after the submission of such Proposed Budget
and Proposed Business Plan, the Partners' Committee shall advise the Managing
Partner in writing whether it approves or disapproves of such Proposed Budget
and Proposed Business Plan. Proposed Budgets and Proposed Business Plans that
are approved by the Partners' Committee shall supersede any previously approved
Budget or Business Plan, as the case may be. The Partners hereby approve the
Business Plan and Budget for the 1997 Fiscal Year attached hereto as Annex B.
Except in the case of a Deferred Budget Decision, if a Proposed Budget or
Proposed Business Plan, as the case may be, is not approved by the Partners'
Committee, then the Managing Partner and the Partners' Committee shall attempt
to agree on a Proposed Budget or Proposed Business Plan, as the case may be. If
any item in a Proposed Budget or Proposed Business Plan requires expenditure of
funds in furtherance of any transaction or purpose referred to in Section 4.11,
such Proposed Budget or Proposed Business Plan

                                      -38-
shall not be approved as to such item unless such item is approved by each
Partner that would have been required to approve such item under Section 4.11.

                  Except in the case of a Deferred Budget Decision, if a
Proposed Budget has not been approved by the Partners' Committee by January 1 of
any Fiscal Year, then until the Partners' Committee approves a Budget, the
Budget for such Fiscal Year shall be derived from the applicable year of the
Business Plan; provided that if such Fiscal Year is not included in an approved
Business Plan, then the Budget for such Fiscal Year shall be identical to the
Budget for the prior Fiscal Year, adjusted to reflect increases or decreases
resulting from:

                  the operation of escalation or de-escalation provisions in
      contracts in effect at the time of approval of the prior Fiscal Year's
      Budget solely as a result of the passage of time or the occurrence of
      events beyond the control of the Partnership to the extent such contracts
      are still in effect;

                  elections made in any prior Fiscal Year under contracts
      contemplated by the Budget for the prior Fiscal Year regardless of which
      party to such contracts makes such election;

                  increases or decreases in expenses attributable to the
      annualized effect of employee additions or reductions during the prior
      Fiscal Year contemplated by the Budget for the prior Fiscal Year;

                  interest expense attributable to any loans made to the
      Partnership (including Partner's Loans);

                  increased overhead expense in an amount equal to the
      percentage increase for the prior Fiscal Year in the Consumer Price Index
      multiplied by the total of overhead expenses reflected in the Budget for
      the prior Fiscal Year;

                                      -39-
the effect of a decision made by the Partners' Committee in a
      prior Fiscal Year and not reflected in the Budget for such prior Fiscal
      Year;

                  reductions in affiliation revenues attributable to changes in
      ownership of networks, channels or systems subject to affiliation
      agreements;

                  the anticipated costs during such Fiscal Year for any legal,
      accounting and other professional fees or disbursements in connection with
      events or changes not contemplated at the time of preparation of the
      Budget for the prior Fiscal Year;

                  increases in expenses attributable to the effects of
      Extraordinary Decisions made in the prior Fiscal Year and not otherwise
      provided for above;

                  decreases in expenses attributable to nonrecurring items
      reflected in the prior Fiscal Year's Budget; and

                  decreases in revenues due, in whole or in part, to reductions
      in affiliation fees and advertising income resulting from the failure to
      enter into or renew any affiliation agreement because the Partners other
      than the Managing Partner objected to the rates proposed by the Managing
      Partner and the Managing Partner was unable thereafter to enter into or
      renew an affiliation agreement with the relevant affiliate at rates
      acceptable to such other Partners.

            Notwithstanding the foregoing, the aggregate amount of capital
expenditure items in any Budget established pursuant to this Section 4.4(b) for
any Fiscal Year shall be the amount projected for such Fiscal Year in the
Business Plan.

                  In the case of a Deferred Budget Decision, until the Partners'
Committee agrees on the allocation of Management Overhead, the Budget for the
Fiscal Year shall be determined by reference to the Proposed Budget as agreed to
by the Partners (other than with respect to the Management

                                      -40-
Overhead allocation) and the Management Overhead allocation shall be as proposed
by the Managing Partner, subject to adjustments as provided in Section 4.6
hereof.

                  If a Proposed Business Plan is submitted for approval pursuant
to this Section 4.4 and is not approved by the Partners' Committee, the Business
Plan most recently approved by the Partners' Committee pursuant to this Section
shall remain in effect as the Business Plan. If a Proposed Budget is approved
pursuant to Section 4.4(a) but a corresponding Proposed Business Plan is not
approved pursuant to Section 4.4(a), the Business Plan then in effect shall be
deemed to be amended so that the Fiscal Year corresponding to the Fiscal Year
for which such Budget has been approved shall be consistent with such Budget.

                  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

                                      -41-
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.

                  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 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

                                      -42-
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.

                  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, provided

                                      -43-
their actions were in good faith and did not constitute gross negligence, fraud
or willful misconduct or a violation of law.

                  Indemnification. Any Person asserting a right to
indemnification under Section 4.5, Section 4.7 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

                                      -44-
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 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.

                  Contracts with Related Persons. The Managing Partner shall in
all cases seek to enforce the rights of the Partnership under any existing or
future contract with a Related Person with respect to a Partner, including
without limitation the Related Affiliation Agreements, with the same level of
diligence and perseverance as a prudent manager would apply to the enforcement
of similar contracts in similar circumstances with unrelated parties and shall
not, without consent of the other Partners (which consent shall not be
unreasonably withheld), grant any material waiver of performance under any such
contract to or

                                      -45-
in favor of such Related Person, unless such waiver is in the best interests of
the Partnership. Without limiting any other right of such other Partners set
forth herein, upon any failure by the Managing Partner to comply with the
provisions of the foregoing sentence, the other Partners, other than the Partner
as to which the Related Person is a Related Person, may, upon notice to the
Managing Partner, pursue in the name of the Partnership such remedies as may be
available against any such Related Person with respect to any such contract;
provided, that such other Partners, jointly and severally, indemnify the
Managing Partner and the Partnership for any losses or damages (including
attorneys' fees and disbursements) accruing to the Partnership as a result of
any judgment, decision, award or settlement adverse to the Partnership or such
other Partner in any action or proceeding commenced in connection with the
pursuit of such remedies.

                  The Partnership shall not take any action, including entering
into or amending any affiliation agreement, which would trigger a "most favored
nations" provision in any affiliation agreement (each a "Related Affiliation
Agreement") between the Partnership, on the one hand, and any Partner or an
Affiliate of any Partner or any Person managed by any of them or any Person in
which any of them, directly or indirectly, has an equity interest greater than
10% on a fully-diluted basis (each a "Partner Associate"),

                                      -46-
on the other hand, unless either (i) such Partner Associate has effectively
waived in writing the benefit of such "most favored nations" provision in
connection with the action proposed to be taken by the Partnership or (ii) each
other Partner (other than a Forfeited Partner) that is not benefitted by, and
none of whose Partner Associates is benefitted by, such "most favored nations"
provision (a "Disinterested Partner") shall have approved such agreement.

                  From and after the time that under any Related Affiliation
Agreement a renewal rate is set pursuant to a formula based upon market rates
charged to other programming networks or cable operators, the Managing Partner
will consult with each Disinterested Partner, if any, prior to agreeing to or
amending the rates charged by or other amounts payable to the Partnership under
any affiliation agreement, other than any affiliation agreement with any Partner
Associate, that is or then would affect the renewal of such affiliation
agreement, and the Disinterested Partner(s) (which may include the Managing
Partner), acting by majority of the Sharing Percentages owned by all
Disinterested Partners, shall have the right to approve (which approval must be
in a writing delivered prior to the entering into or amendment of such
agreement) the rates to be charged to, or other amounts to be paid by, such
affiliate to the Partnership, which approval shall not be unreasonably withheld.

                                      -47-
Notwithstanding any contrary provision in Section 4.3, no
provision in any affiliation agreement between the Partnership and any Partner
Associate may be amended or waived without the prior written consent of the
Disinterested Partner(s) (which may include the Managing Partner), acting by
majority in the Sharing Percentages owned by all Disinterested Partners, which
consent shall not be unreasonably withheld.

                  Without the prior written consent of each Partner, which shall
not unreasonably be withheld, the Partnership shall not file any notice,
exercise any election or take any other action which would directly (i) affect
the per-subscriber rate or any advertising make-up or similar compensation or
reimbursement amount to be paid to the Partnership by the applicable Partner
Associate under any Related Affiliation Agreement; (ii) entitle any Partner
Associate to exercise any right of termination as to any network subject to such
Related Affiliation Agreement or (iii) entitle any Partner Associate to more
than two minutes per hour of local advertising insertions in connection with any
major event, or any local advertising at any other time; or (iv) in the Managing
Partner's reasonable judgment, be reasonably likely, within a reasonable period
of time, to entitle any such Partner Associate to a payment from the Partnership
as a result of the distribution of the Partnership's programming in the same
market area in which such

                                      -48-
Partner Associate operates, directly or indirectly, through parties other than
such Partner Associate; provided, that no such consent shall be required (a)
from a Forfeited Partner in respect of any of the matters described in clauses
(i) through (iv) above or (b) from the Partner or Partners whose Partner
Associate is the other party to the Related Affiliation Agreement in question in
respect of the matters described in clause (iv) above and provided, further,
that in the event any Partner fails to give its consent to any matter
contemplated in clause (iv) above, the Partnership may nevertheless give the
notice, exercise the election or take the action proposed to be given, exercised
or taken by the Partnership hereunder if the Partnership shall have received a
written opinion of nationally recognized outside counsel that the failure to
give such notice or exercise such election or take such action could result in a
significant risk of liability or adverse governmental action.

                  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.

                                      -49-
Each Approved Agreement shall, for purposes of this Agreement, be deemed to be
on an Arm's-length basis.

                  Unanimous Actions by Partners. 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):

                  to amend this Agreement;

                  to admit any Person as a Partner in the Partnership except as
      a result of a Transfer permitted by this Agreement;

                  to merge or consolidate the Partnership with any other Person,
      other than in connection with an Initial Public Offering;

                  to lend or advance funds to any Related Person of a Partner
      other than pursuant to the Approved Agreements;

                  to borrow funds except to the extent specifically identified
      in the then-applicable Budget or Business Plan other than in the form of a
      Partner's Loan;

                  except for the entering into of Approved Agreements, to enter
      into or amend any agreement or arrangement with a Related Person of a
      Partner or any agreement or arrangement with a third party that is related
      to an agreement or arrangement between such third party and a Related
      Person of a Partner;

                  to dissolve and wind up the Partnership, other than in
      connection with an Initial Public Offering except as otherwise provided in
      Sections 8.1 and 8.2;

                  to Transfer all or substantially all of the assets of the
      Partnership, other than in connection with an Initial Public Offering;

                  to acquire, directly or indirectly, any substantial interest
      or participation in any other Person;

                                      -50-
to make any capital call other than in accordance with an
      approved Budget;

                  to enter into, develop or acquire any new programming service
      except to the extent specifically identified in the then-applicable Budget
      or Business Plan; and

                  to effect a substantial change in the general theme of the
      programming of the Partnership so that it does not consist predominantly
      of national sports programming.

            If the Partnership is presented with the opportunity to acquire an
interest in a National Sports Service under Section 8.5 of the Formation
Agreement, no Partner that is the party making such Offer or an Affiliate
thereof may exercise its rights under this Section 4.11 or 4.3 to block such
transaction.

                  In addition to the approvals required under Section 4.11(a),
the prior written approval of any Forfeited Partner shall be required before any
of the actions referred to in Section 4.11(a)(iv), (v) or (vi) (unless in any
such case the actions in question are on an Arm's-length basis), Section
4.11(a)(vii) or (viii), and before this Agreement may be amended in any respect
that could reasonably be expected to adversely affect such Forfeited Partner.

                  Removal of Managing Partner. If (a) any Restricted Person
shall Control Fox or (b) Fox and Twentieth Holdings Corporation shall directly
or indirectly hold less than a Minimum Interest in Fox/Liberty Partner, the
Managing Partner may be removed as Managing Partner at the request of

                                      -51-
any other Partner (other than a Defaulting Partner) by written notice by the
requesting Partner to the Managing Partner within 60 days of such event.

            Upon the removal of the Managing Partner, a new Managing Partner
shall be appointed from among the Partners 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 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 4.11.

                                     ARTICLE

                     BOOKS AND RECORDS; REPORTS TO PARTNERS

                  Books and Records.

                  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.

                                      -52-
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
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.

                  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.

                                      -53-
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 60 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 report
furnished after the close of the Fiscal Year, shall be audited by the
Partnership's independent certified public accountants. The

                                      -54-
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 75 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, within 10 days after the end of each month provide any
other available financial information which any Partner reasonably requests. The
Partnership will initially engage Arthur Andersen LLP as its independent
certified public accountants. The Partnership shall bear the cost of each annual
audit and, except as otherwise provided in Section 4.6, the cost of any other
services furnished to the Partnership by

                                      -55-
its independent certified public accountants as provided herein.

                          Tax Returns and Information.

                  Until further action by the Partners' Committee, the Managing
Partner is designated as Tax Matters Partner under ss.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 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. If an administrative proceeding with
respect to a partnership item under the Code has begun, and the Tax Matters
Partner so requests, each Partner will give notice to the Tax Matters Partner of
its treatment of any partnership item on its federal income tax return, if any,
which is inconsistent with the treatment of that item on the partnership return
for the Partnership. Any settlement agreement with the Internal Revenue Service
will be binding upon the Partners only as provided in the Code. The Tax Matters
Partner will not bind any other Partner to any extension of the statute

                                      -56-
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
partnership item will give notice to the other Partners of such settlement
agreement and its terms within 30 days after the date of settlement. If the Tax
Matters Partner does not file a petition for readjustment of the partnership
items in the Tax Court, federal District Court or Claims Court within the 90-day
period following a notice of a final partnership administrative adjustment, any
notice partner or 5-percent group (as such terms are defined in the Code) may
institute such action within the following 60 days. The Tax Matters Partner will
timely give notice to the other Partners in writing of its decision. Any notice
partner or 5-percent group will give notice to the other Partners of its filing
of any petition for readjustment.

                  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 if it deems such

                                      -57-
election to be in the best interests of the Partnership or of any Partner.
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.

                  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 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.

                  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

                                      -58-
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.

                  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

                   PLEDGES, TRANSFERS, ADMISSIONS, WITHDRAWALS

                  Transfer by Partners.

                  Except for Transfers made pursuant to Section 6.1(b), 6.5, 6.6
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 of such Partner or an
Indirect Transfer as to such Partner, and any such Transfer shall be void and of
no force or effect.

                  Other than in connection with Transfers pursuant to Section
6.5, 6.6 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 of such Partner or an Indirect Transfer as to such Partner,

                                      -59-
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 Selling 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 trans-

                                      -60-
action). 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 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); provided that
if Rainbow Partner is purchasing any or all of the Offered Interest, 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
the Selling 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 the Selling Partner, by the Interest purchased,
maturing on the third anniversary of the date of such Transfer and bearing
interest, payable semi-

                                      -61-
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 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 shall
be void and of no force or effect.

                  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

                                      -62-
Transferred Interest shall continue to be subject to all the provisions of this
Agreement including, without limitation, the provisions of this Article VI.

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

                                      -63-
Additional Provisions Relating to Transfer.

                  In the case of any Transfer under Section 6.1, 6.5, 6.6 or
8.3:

                  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 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. 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 4.6 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

                  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.

                                      -64-
In connection with the Transfer of any Interest pursuant to
Section 6.1, 6.6 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 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.

                  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 4.5, 4.7 or 9.3.

                                      -65-
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.

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

                  Upon completion of any Transfer pursuant to Section 6.1, 6.6
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
Section 6.2.

                  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

                                      -66-
by this Agreement or with the written consent of the other Partners.

                  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.

                  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 sale,
assignment, transfer or other disposition 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 (i) the same Person owns more than a Minimum Interest in both
the transferor and the transferee immediately prior to

                                      -67-
the transaction in question or (ii) Fox, Twentieth Holdings Corporation or
Liberty collectively own all of the direct and indirect interests in the
transferor and the transferee immediately prior to the transaction in question.
Fox/Liberty Partner hereby agrees to consult in good faith with Rainbow Partner
prior to engaging in any transaction which has the effect of reallocating
between Fox and Liberty their direct or indirect ownership interests in the
Partnership.

            (b) Notwithstanding anything in this Agreement to the contrary, none
of the following transactions shall be deemed to constitute a direct or indirect
sale, assignment, transfer or other disposition 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
stockholders of RMH as a class (it being understood that such transfer may
include the transfer to different classes of stockholders of RMH of different
classes of equity interests reflecting the same relative rights and privileges
as the different classes of stock of RMH) or to any group of public equity
holders (including, without limitation, a transfer by means of a registered
public offering).

                                      -68-
6.6 IPO-Call Procedure. (a) The procedure set forth in this Section
6.6 (the "IPO-Call Procedure") may be initiated by Rainbow Partner during any
IPO-Call Notice Window. Such IPO-Call Procedure shall be initiated by written
notice (the "IPO-Call Notice") from Rainbow Partner to Fox/Liberty Partner in
accordance herewith. Except as provided below, upon the giving of the IPO-Call
Notice, Fox/Liberty Partner shall be obligated to purchase, and Rainbow Partner
shall be obligated to sell, all (but not less than all) of the Interests of
Rainbow Partner at the Call Price (as defined below) in accordance with the
terms hereof.

            (b) For 45 days after receipt of an IPO-Call Notice, Rainbow
Partner, on the one hand, and Fox/Liberty 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 such 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 Rainbow Partner by determining the
Fair Market Value of the Partnership Interests and multiplying such Fair Market
Value by the Sharing Percentage of Rainbow Partner (the "Call Price"). Within 30
days after determination of

                                      -69-
the Call Price, Fox/Liberty Partner shall give written notice to Rainbow Partner
of its election either (i) to purchase the Interests of Rainbow Partner for, at
the election of Fox/Liberty Partner, any of (A) a number of Marketable
Securities of TCI, The News Corporation Limited or a person that holds all of
the Fox and Liberty interests in sports programming (or a combination thereof)
calculated by dividing the Call Price by the Current Market Price of such
Marketable Securities, or (B) a promissory note of Fox/Liberty Partner secured,
pursuant to a pledge or collateral assignment agreement in form reasonably
acceptable to Rainbow Partner, by the Interest purchased, maturing on the third
anniversary of the IPO-Call Closing Date and bearing interest, payable
semi-annually, at a rate per annum equal to the Prime Rate plus one-half of one
percent (1/2%) in aggregate principal amount equal to the Call Price or (ii) to
consummate an Initial Public Offering of the Partnership or the Corporation
within 180 days of the IPO Call Notice. If a purchase of Interests is to be
effected pursuant to this Section, at Fox/Liberty Partner's request, the parties
shall negotiate in good faith to structure the transaction as a tax-free
transaction, provided, that (i) Fox/Liberty Partner will not be required to
accept, in exchange for its Interests, securities which are not Marketable
Securities, (ii) structuring the transaction in such a manner shall not cause
any adverse

                                      -70-
consequences to Rainbow Partner or the issuer of such Marketable Securities and
(iii) Rainbow Partner shall not be required to change its election with respect
to the Marketable Securities being issued. Securities issued in such transaction
may be voting, nonvoting or convertible into voting securities at the election
of the issuer.

            (c) Fox/Liberty Partner may elect to have its purchase effected by a
Designee and, if Rainbow Partner so elects, Fox/Liberty 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 IPO-Call Procedure.

            (d) In the event that an Initial Public Offering of the Partnership
or the Corporation is not consummated within 180 days after the determination of
the Call Price, the closing of any purchase and sale of an Interest under this
Section 6.7 shall be held at a mutually acceptable place on a mutually
acceptable date (the "IPO-Call Closing Date") not more than 180 days after the
date of determination of the Call Price; provided, that if any governmental
approvals are required to consummate such purchase and sale, the IPO-Call
Closing Date shall be the date on which the last such approval is obtained but
in any event not more than 240 days after the determination of the Call Price.
At such closing, Rainbow Partner shall assign

                                      -71-
to Fox/Liberty 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.

            (e) In order to effectuate an Initial Public Offering,
notwithstanding Section 4.9, Fox/Liberty Partner shall be permitted to effect a
reorganization or restructuring of the Partnership into the Corporation, without
any consent of any other Partner.

                                     ARTICLE

                                EVENTS OF DEFAULT

                  Events of Default.

                  An "Event of Default" shall be considered to have occurred
with respect to a Partner (the "Defaulting Partner") if:

                  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

                  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 6.1 or 6.2 but excluding any failure to meet any capital call) or
      a material term or condition of any Approved Agreement (or Section 8.2,
      8.3, 8.4 or 8.5 of the Formation Agreement) and such failure or

                                      -72-
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, 8.3, 8.4 or 8.5 of the Formation
      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.

                      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:

                  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

                  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

                                      -73-
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 time period provided in the preceding paragraph
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

                                      -74-
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

                   DURATION AND TERMINATION OF THE PARTNERSHIP

                  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"):

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

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

                  the sale or other disposition of substantially all of the
            assets of the Partnership;

                  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

                                      -75-
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.

                  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:

            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.

            The assets and properties of the Partnership shall be liquidated as
      promptly as possible, and receivables collected, all in an orderly and
      businesslike 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).

            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:

                  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;

                  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

                                      -76-
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);

                  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;

                  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.

                  The Partners and former Partners shall look solely to the
      Partnership's assets for the return of their Capital Contributions, and if

                                      -77-
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.

                  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.

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

                  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.

                  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

                                      -78-
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 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

                                      -79-
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

                    COVENANTS, REPRESENTATIONS AND WARRANTIES

                  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.

                  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 represents and warrants to the other Partners
that, on the

                                      -80-
Effective Date, it is not subject to any Restrictive Covenants.

                  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

                                      -81-
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.

                  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. In addition, Liberty/Fox Partner agrees
that it shall promptly notify each other Partner if Fox and Twentieth Holdings
Corporation no longer directly or indirectly hold a Minimum Interest in
Fox/Liberty Partner.

                                     ARTICLE

                                  MISCELLANEOUS

                  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.

                                      -82-
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 privilege hereunder preclude any other or
further exercise thereof or the exercise of any other right, power or privilege
hereunder.

                  Entire Agreement. 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

                                      -83-
between or among the Partners with respect to such subject matter.

                  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.

                  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/Liberty Partner:

        Fox Sports Net, LLC
        1440 South Sepulveda Blvd.
        Suite 218
        Los Angeles, CA  90025
        Attention:  Tony Ball
        Telecopy: (310) 445-4335

                                      -84-
With copies to:

        Liberty Media Corporation
        8101 E. Prentice Avenue
        Suite 500
        Englewood, CO  80111
        Attention:  President
        Telecopy:  (303) 721-5415

        and:

        Tele-Communications, Inc.
        5619 DTC Parkway
        Englewood, CO  80111
        Attention:  Legal Department
        Telecopy:  (303) 488-3245

        and:

        Sherman & Howard L.L.C.
        3000 First Interstate Tower North
        633 Seventeenth Street
        Denver, Colorado  80202
        Attention:  Charles Y. Tanabe, Esq.
        Telecopy:  (303) 298-0940

        and:

        The News Corporation Limited
        1211 Avenue of the Americas
        New York, New York  10036
        Attention:  Arthur M. Siskind, Esq.
                    Senior Executive Vice President
                    and Group General Counsel
        Telecopy:  (212) 768-2029

        and:

        Fox Television
        10201 West Pico Boulevard
        Los Angeles, California  90035
        Attention:  Jay Itzkowitz, Esq.
                    Senior Vice President
                    Legal Affairs
        Telecopy:  (310) 369-2572

        and:

        Squadron, Ellenoff, Plesent & Sheinfeld, LLP
        551 Fifth Avenue
        New York, New York  10176

                         -85-
Attention:  Joel Papernik, Esq.
        Telecopy:  (212) 697-6686

        If to Rainbow Partner:

             c/o Rainbow Media Holdings, Inc.
             150 Crossways Park West
             Woodbury, N.Y. 11797

             Attention: President

        With a copy to Attention: Executive Vice President
                 Legal and Business Affairs

             cc: Cablevision Systems Corporation
                 One Media Crossways
                 Woodbury, New York 11797

                 Attention: Executive Vice President and
                            General Counsel

                  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.

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

                  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.

                  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

                                      -86-
or any of its Partners, shall have any rights under this Agreement against any
Affiliate of any Partners.

                  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 practicable (and, if possible, prior to making such disclosure) and
shall seek confidential treatment of such information; (iii) as part of its
normal

                                      -87-
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; (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; and (vii) after the expiration of Section 9.5
hereof as to such Partner, in connection with decisions to bid, or the
formulation of a bid, for television programming rights, such Partner may
disclose confidential or proprietary information with respect to the Partnership
to any co-investors it may have in connection with such bid or, if the bid is to
be made through a corporate entity, to the board of directors or executive
officers of such entity; provided, that such party shall be liable for any
breach by such partner, director or

                                      -88-
executive officer of any provision of this Section, it being understood that use
of such information in connection with such bid shall not constitute a breach
hereunder. 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.

                  Non-Recourse. The obligations of the Partners under this
Agreement are solely corporate 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 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 asserted or enforced against,
any such 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.

                                      -89-
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.

                  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 4.5, 4.7 and 9.3 shall
survive the termination of this Agreement and the dissolution of the
Partnership.

                  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.

                  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.

                  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

                                      -90-
employed by the parties hereto in connection with the authorization,
preparation, execution and consummation of this Agreement, shall be borne solely
by the party who shall have incurred the same.

                  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.

                                      -91-
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 NSP HOLDINGS LLC

                     By_____________________________________
                       Title:

                     RAINBOW NATIONAL SPORTS HOLDINGS, INC.

                     By_____________________________________
                       Title:

                                      -92-