May 20, 1997
LIBERTY MEDIA CORPORATION
0000 Xxxx Xxxxxxxx Xxxxxx, Xxxxx 000
Xxxxxxxxx, Xxxxxxxx 00000
Mr. Xxxxx Xxxxxx
0000 Xxxxxxxxx Xxxxxx
Xxxxxxx Xxxxx, Xxxxxxxxxx 00000
Dear Sir:
Reference is made to the agreement between Liberty
Media Corporation ("Liberty") and Xxxxx Xxxxxx ("Xxxxxx"),
dated as of August 24, 1995 (the "August 1995 Agreement"), as
amended by the letter agreement dated August 25, 1996 (the
"August 1996 Amendment," and collectively with the August 1995
Agreement, the "Agreement") relating to the securities of HSN,
Inc. ("HSNi") (formerly known as Silver King communications,
Inc.). Capitalized terms not otherwise defined in this letter
agreement shall have the meanings ascribed to such terms in the
Agreement.
In connection with the execution and delivery of the
Stock Exchange Agreement between Xxxx X. Xxxxx ("Xxxxx") and
HSNi, Liberty and Xxxxxx have been requested to enter into a
stockholders agreement (the "Stockholders Agreement") pursuant
to which, among other things, each of Liberty and Xxxxxx would
be obligated to vote any shares of HSNi over which it possessed
voting power in favor of the election as a director to the HSNi
Board of Directors of Xxxxx or his designee (the "Xxxxx Desig-
nee").
For purposes of clarifying the status of the Xxxxx
Designee as between Xxxxxx and Liberty for purposes of the
Agreement, you and we hereby agree as follows:
1. For purposes of determining the number of direc-
tors to be designated by Xxxxxx or Liberty
(whichever person is then entitled to designate
a majority of the members of the Board of Direc-
tors pursuant to Section 3 of the August 1996
Amendment), the Xxxxx Designee shall not be con-
sidered to be a designee of either Liberty or
Xxxxxx.
Mr. Xxxxx Xxxxxx
May 20, 1997
Page 1
2. The voting of shares and the actions to be taken
by director designees of Liberty pursuant to
Section 2 of the Stockholders Agreement shall
not constitute the basis for Xxxxxx'x declara-
tion of a Management Election pursuant to Sec-
tion 3 of the August 1996 Amendment.
If the foregoing is acceptable to you, please execute
the copy of this agreement in the space below, at which time
this letter agreement will constitute a binding agreement be-
tween us.
Very truly yours,
LIBERTY MEDIA CORPORATION
By:
Name: Xxxxxx X. Xxxxxxx
Title: President
ACCEPTED AND AGREED
this 20th day of May, 1997
By: /s/ Xxxxx Xxxxxx
Xxxxx Xxxxxx
