Exhibit 25
BDTV, Inc.
0000 Xxxxxxx Xxxxxxxxx
Xxxxx Xxxxxx, Xxxxxxxxxx 00000
February 3, 1997
Mr. Xxxxx Xxxxxx
c/o The Xxxxx Xxxxxx Company
00 Xxxxxxxxx Xxxx Xxxxx, 00xx Xxxxx
Xxxxxxxxx Xxxx, XX 00000
Dear Xxxxx:
We understand that following the execution of this
letter agreement you will purchase 415,945 shares (the
"Shares") of the Class B Common Stock, par value $.01 per share
(the "Class B Stock"), of HSN, Inc., a Delaware corporation
("HSN"), from RMS Limited Partnership, a Nevada limited part-
nership ("RMS"). The Shares are held by RMS subject to the
terms of an Option Agreement dated as of February 11, 1993, as
amended on September 23, 1994 (the "Option Agreement"), by and
between Liberty Media Corporation ("Liberty") and RMS, which
Option Agreement (including all of Liberty's rights thereunder)
was subsequently assigned by Liberty to BDTV, Inc., a Delaware
corporation formerly known as Silver Management Company
("BDTV"). As a condition to BDTV's willingness to enter into
certain waivers of its rights under the Option Agreement in
connection with the sale to you of the Shares, BDTV has re-
quired that you agree as follows:
1. You shall not sell, transfer or otherwise dispose of
or enter into any contract to sell, transfer or otherwise dis-
pose of any Shares unless in connection therewith the Shares
are converted into shares of Common Stock, $.01 par value per
share ("Common Stock"), of HSN at or immediately prior to any
such sale, transfer or other disposition, and you agree that
the certificates representing such Shares shall bear an ap-
propriate legend to reflect the restrictions set forth herein.
2. Prior to any pledge of, or the creation of any lien,
claim, charge, encumbrance, security interest or rights or in-
terests of any kind in the Shares (which shall be deemed to be
a disposition), you shall convert such Shares into shares of
Common Stock.
3. You shall deliver written notice to BDTV at least 5
business days prior to entering into any contract or agreement
with respect to the sale, transfer or other disposition of any
Shares.
You acknowledge that BDTV would not have an adequate
remedy at law for money damages in the event that any of your
agreements herein were not performed in accordance with its
terms and you therefore agree that BDTV shall be entitled to
specific enforcement of the terms hereof and to injunctive re-
lief to restrain any threatened or continuing breach of any of
your obligations, in addition to any other remedy to which BDTV
may be entitled, at law or in equity.
You shall not assign this Agreement or any part
thereof without the prior written consent of BDTV. BDTV shall
be permitted to assign this Agreement or any rights in respect
of this Agreement to any person without your consent or ap-
proval.
Any term or provision of this Agreement may be waived
at any time by an instrument in writing signed by the party
entitled to the benefits thereof, and this Agreement may be
amended or supplemented at any time by an instrument in writing
signed by the parties hereto.
The number and kind of Shares shall be appropriately
adjusted in the event of any stock split, reverse split, stock
dividend or other reclassification or reorganization affecting
the capital stock of HSN occurring after the date hereof.
This Agreement may be executed in counterparts, each
of which shall be deemed to be an original, but both of which
together shall constitute one and the same agreement.
This Agreement shall be governed by and construed in
accordance with the laws of the State of New York without re-
gard to principles of conflict of laws thereof.
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If the foregoing correctly sets forth our agreement,
please sign in the space provided below.
Very truly yours,
BDTV, Inc.
By /s/ Xxxxx Xxxxxx
Xxxxx Xxxxxx
President
Agreed to:
/s/ Xxxxx Xxxxxx
Xxxxx Xxxxxx
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