EXHIBIT 52
Lock-up Agreement
February 12, 2003
Deutsche Bank Securities Inc.
Xxx Xxxxx Xxxxxx
Xxxxxxxxx, Xxxxxxxx 00000
Ladies and Gentlemen:
Vivendi Universal, S.A. ("Vivendi"), as the selling securityholder (the
"Selling Securityholder") under the Warrant Purchase Agreement (as defined
below), understands that Deutsche Bank Securities Inc. ("DBSI" or the "Initial
Purchaser") proposes to enter into a Purchase Agreement (the "Exchangeable Notes
Purchase Agreement") with Deutsche Bank AG London Branch which provides for the
offering (the "144A Offering") pursuant to Rule 144A under the Securities Act of
1933, as amended, of $577,500,000 aggregate principal amount of Tranche A
Floating Rate High Income Premium Exchangeable Notes due 2012 exchangeable into
common stock, par value $.01 per share ("Common Stock"), of USA Interactive
("USAI") and $357,500,000 aggregate principal amount of Tranche B Floating Rate
High Income Premium Exchangeable Notes due 2012 exchangeable into Common Stock
(the "Notes").
To induce the Initial Purchaser to continue its efforts in connection with
the 144A Offering, Vivendi agrees that, without the prior written consent of
DBSI, it will not (i) directly or indirectly offer, sell, pledge, contract to
sell, grant any option to purchase or otherwise dispose of any shares of Common
Stock (including, without limitation, shares of Common Stock which may be deemed
to be beneficially owned by Vivendi on the date hereof in accordance with the
rules and regulations of the Securities and Exchange Commission and shares of
Common Stock which may be issued upon exercise of a stock option or warrant) or
any other security convertible into or exchangeable for Common Stock ("Covered
Securities") or (ii) enter into any Hedging Transaction (as defined below)
relating to the Common Stock (each of the foregoing is referred to herein as a
"Disposition"), in each case, for a period from the date hereof until the
earlier of (A) the date that is 90 days after the date hereof and (B) the
termination of the Purchase Agreement dated as of February 12, 2003 (the
"Warrant Purchase Agreement"), between the Selling Securityholder and Deutsche
Bank AG London Branch (the "Lock-Up Period"). The foregoing restriction is
expressly intended to preclude each of the undersigned from engaging in any
Hedging Transaction or other transaction that is designed to or reasonably
expected to lead to or result in a Disposition during the Lock-Up Period even if
the Covered Securities would be disposed of by someone other than Vivendi.
"Hedging Transaction" means any short sale (whether or not against the box) or
any purchase, sale or grant of any right (including, without limitation, any put
or call option) with respect to any security (other than a broad-based market
basket or index)
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that includes, relates to or derives any significant part of its value from the
Common Stock.
The foregoing shall not apply to Dispositions of (a) Covered Securities
that Vivendi acquires in open market transactions that occur after the
completion of the 144A Offering, (b) Covered Securities as part of a
restructuring, reorganization, merger, acquisition, recapitalization or similar
transaction where such Disposition is not the primary purpose of such
transaction, (c) warrants to purchase Common Stock that are sold pursuant to the
Warrant Purchase Agreement and (d) any Covered Securities if the transfer is (i)
by gift, will or intestacy, (ii) to partners, members, shareholders or
affiliates of Vivendi, or to Vivendi; provided, however, that in the case of a
transfer pursuant to clause (d) above, it shall be a condition to the transfer
that the transferee execute an agreement stating that the transferee is
receiving and holding such securities subject to the provisions of this letter
agreement.
Vivendi agrees that USAI may: (i) with respect to any Covered Securities
for which Vivendi is the record holder, cause the transfer agent for USAI to
note stop transfer instructions with respect to such securities on the transfer
books and records of USAI; and (ii) with respect to any Covered Securities for
which Vivendi is the beneficial holder but not the record holder, cause the
record holder of such securities to cause the transfer agent for USAI to note
stop transfer instructions with respect to such securities on the transfer books
and records of USAI.
Vivendi hereby agrees that to the extent that the terms of this letter
agreement conflict with or are in any way inconsistent with any registration
rights agreement to which Vivendi and USAI may be a party, this letter agreement
supersedes such registration rights agreement.
Vivendi hereby represents and warrants that it has full power and authority
to enter into this letter agreement. Any obligations of the undersigned shall be
binding upon the successors and assigns of the undersigned.
Vivendi understands that the Initial Purchaser is relying upon this letter
agreement in proceeding toward consummation of the 144A Offering.
Vivendi Universal, S.A.:
/s/ Xxxxxxxxx Xxxxxx
--------------------
Name: Xxxxxxxxx Xxxxxx
Title: Deputy Chief Financial Officer
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Number of shares subject to warrants, options or Certificate numbers:
convertible securities:
3,560,000 shares of Common Stock 25120
3,560,000 shares of Common Stock 25119
3,560,000 shares of Common Stock 25118
3,560,000 shares of Common Stock 25110
25,000,000 shares of Common Stock 25073
600,000 shares of Common Stock 25072
3,341,308 shares of Common Stock 25071
12,760,000 shares of Class B Common Stock 33
670,000 shares of Class B Common Stock 32
12,093,547 Equity Warrants W8
17,187,094 Equity Warrants W6
3,187,094 Equity Warrants W5
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