EXHIBIT 23
SECOND AMENDED AND RESTATED JOINT FILING AGREEMENT
AMENDED AND RESTATED JOINT FILING AGREEMENT, dated as of
December 23, 1996, by and between Tele-Communications, Inc., a
Delaware corporation, Xxxxx Xxxxxx, BDTV INC., a Delaware
corporation and BDTV II INC., a Delaware corporation.
WHEREAS, each of the parties hereto beneficially owns
shares of Common Stock or options to purchase shares of Common
Stock, or shares of Class B Common Stock (collectively, the
"Company Securities") of HSN, Inc., a Delaware corporation
formerly named Silver King Communications, Inc. (the
"Company");
WHEREAS, the parties hereto constitute a "group" with
respect to the beneficial ownership of the Company Securities
for purposes of Rule 13d-1 and Schedule 13D promulgated by the
Securities and Exchange Commission (the "Schedule 13D"); and
WHEREAS, Tele-Communications, Inc., Xxxxx Xxxxxx and BDTV
INC. have previously entered into an agreement, dated as of
August 15, 1996, pursuant to which the parties thereto agreed
to prepare a single statement containing the information
required by the Schedule 13D with respect to their respective
interests in the Company;
NOW, THEREFORE, the parties hereto agree as follows:
1. The parties hereto shall prepare a single
statement containing the information required by Schedule 13D
with respect to their respective interests in the Company
Securities (the "Reporting Group Schedule 13D"), and the
Reporting Group Schedule 13D shall be filed on behalf of each
of them.
2. Each party hereto shall be responsible for the
timely filing of the Reporting Group Schedule 13D and any
necessary amendments thereto, and for the completeness and
accuracy of the information concerning him or it contained
therein, but shall not be responsible for the completeness and
accuracy of the information concerning any other party
contained therein, except to the extent that he or it knows or
has reason to believe that such information is inaccurate.
3. This Agreement shall continue unless terminated
by any party hereto.
4. Xxxxxxx X. Xxxxx, Esq. and Xxxxxx X. Xxxxxx,
Esq. shall be designated as the persons authorized to receive
notices and communications with respect to the Reporting Group
Schedule 13D and any amendments thereto.
5. This Agreement may be executed in counterparts,
each of which taken together shall constitute one and the same
instrument.
IN WITNESS WHEREOF, the undersigned have executed this
Agreement as of the date first above written.
TELE-COMMUNICATIONS, INC.
By: /s/ Xxxxxxx X. Xxxxx
Name: Xxxxxxx X. Xxxxx
Title: Senior Vice President
and General Counsel
/s/ Xxxxx Xxxxxx
Xxxxx Xxxxxx
BDTV INC.
By: /s/ Xxxxx Xxxxxx
Name: Xxxxx Xxxxxx
Title: President
BDTV II INC.
By: /s/ Xxxxx Xxxxxx
Name: Xxxxx Xxxxxx
Title: President
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