AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT (this "Agreement"), dated February 3, 2003, among USA Interactive, a Delaware corporation ("USA") and each of the holders of the common stock of Entertainment Publications, Inc., a Michigan...Registration Rights Agreement • February 13th, 2003 • Usa Interactive • Television broadcasting stations • New York
WHEREAS, each of the Holders (as defined below) will receive certain shares of USA's Common Stock, $0.01 par value per share ("USA Common Stock"), in respect of the common stock of Target, par value $0.01 per share ("Target Common Stock"), or options to purchase Target Common Stock, now beneficially owned by such Holder, upon the consummation of the merger of Red Wing, Inc., a wholly owned subsidiary of USA, with Target (the "Merger") pursuant to an Agreement and Plan of Merger, dated as of November 20, 2002 (as amended, supplemented and in effect from time to time, the "Merger Agreement").
AMENDMENT TO AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • February 13th, 2003 • Usa Interactive • Television broadcasting stations
THIS AMENDMENT TO AGREEMENT AND PLAN OF MERGER (this "Amendment") is dated as of January 3, 2003, and is being entered into by and among USA INTERACTIVE, a Delaware corporation ("Acquiror"), RED WING, INC., a Michigan corporation and a wholly-owned Subsidiary of Acquiror ("Merger Sub"), ENTERTAINMENT PUBLICATIONS, INC., a Michigan corporation (the "Company"), and Carlyle-EPI Partners, L.P. ("Carlyle-EPI"), a Delaware limited partnership, solely in its capacity as the initial Holder Representative.
