Exhibit 2
HSN, Inc.
0000 000xx Xxxxxx Xxxxx
Xx. Xxxxxxxxxx, Xxxxxxx 00000
May 20, 1997
Xxxxxxx X. Xxxxx
0000 Xxxxxxxx Xxxxxxxxx
Xxx Xxxxxxx, Xxxxxxxxxx 00000
Dear Xxxx:
This letter will confirm the agreement by HSN, Inc.
("HSNi") that in connection with the Stock Exchange Agreement
entered into between HSNi and Xxxx X. Xxxxx, dated as of today
(the "Exchange Agreement"), HSNi will extend the period during
which you may exercise your "Tag-Along Rights" in respect of
the 306,208 shares of Ticketmaster Group, Inc. common stock
covered by the Shareholders Agreement, dated as of December 15,
1993, by and among Xx. Xxxxx, you, HG, Inc., Xxxxx Fargo & Com-
pany, Inc., Xxxxxxx X. Xxxxxxx, Xxxxxx Xxxxxxxxxx, and Xxxxxxxx
& Co. (the "Shareholders Agreement"). Regardless of when any
of the transactions contemplated by the Exchange Agreement are
consummated, you may exercise, and HSNi will honor, your Tag-
Along Rights under the Shareholders Agreement, provided that
you deliver a Tag Along Notice (as such term is defined in the
Shareholders Agreement) to HSNi (Attention: Xxxxx Xxxxxxxxx)
no later than 5:00 pm, New York City time, on January 6, 1998.
If the foregoing correctly sets forth our understand-
ing, please sign in the space provided below.
Very truly yours,
HSN, Inc.
/s/ Xxxxxx Xxxxxxx
___________________________
By: Xxxxxx Xxxxxxx
Office of the Chairman
Accepted and agreed to:
/s/ Xxxxxxx X. Xxxxx
_________________________
Xxxxxxx X. Xxxxx
