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Exhibit 99.38
[CONFORMED COPY]
LIBERTY HSN, INC.
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As of October 19, 1997
HSN, Inc.
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Ladies and Gentlemen:
Reference is made to (i) that certain Exchange Agreement (the
"Liberty Exchange Agreement"), dated as of December 20, 1996, by and between
Liberty HSN, Inc. ("Liberty HSN") and HSN, Inc. ("HSN") and (ii) that certain
Exchange Agreement (the "New Exchange Agreement"), dated as of October 19, 1997,
by and among HSN, Universal Studios, Inc. (and certain of its subsidiaries) and
Liberty Media Corporation (and certain of its subsidiaries) ("Liberty"). All
capitalized terms not otherwise defined herein shall have the respective
meanings ascribed thereto in the New Exchange Agreement.
In connection with and in consideration of the transactions
contemplated by the New Exchange Agreement, Liberty and HSN hereby agree as
follows:
(i) Unless otherwise agreed by Liberty and HSN, no
Liberty HSN Exchange Shares or LLC Shares shall be exchanged prior to
(i) the earliest to occur of the moment immediately prior to the Holder
Closing (as may be effected by agreement of Liberty and HSN in
anticipation of such Holder Closing), (ii) the termination of the
Investment Agreement with respect to the transactions contemplated to
occur at the Holder Closing, and (iii) June 30, 1998 (unless the date
of the Holder Closing is extended beyond such date).
(ii) At such time as Liberty is entitled or otherwise
permitted to Own additional shares of HSN Stock in accordance with
paragraph 2.1(d) of the New Exchange Agreement, but following the
issuance of all Contingent Shares and prior to the exchange of any
Liberty HSN Exchange Shares, HSN shall have the right, subject to the
applicable terms and conditions of the New Exchange Agreement, to
require the members of the Liberty Group to exchange a number of LLC
Shares at the then applicable Exchange Rate (as of the Exchange Date)
for shares of HSN Common Stock, rounded down to the nearest whole
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number, which would result in the issuance to such members of the
Liberty Group of an aggregate number of shares of HSN Common Stock up
to the then Available HSN Amount.
(iii) HSN shall have the option, which may be
exercised at any time or from time to time, after the issuance or
expiration of all Contingent Shares, to suspend Liberty HSN's right to
exchange the Liberty HSN Exchange Shares in connection with a future
issuance of shares of HSN Stock in order to permit HSN to repurchase
(in compliance with applicable law, including the FCC Regulations) up
to 10 million shares of HSN Stock, which suspension shall remain in
effect as long as HSN continues to make diligent efforts to effect such
repurchase and to complete such repurchase as promptly as reasonably
practicable.
(iv) Except as expressly set forth in clauses (i),
(ii) and (iii) above, the provisions of this Letter Agreement and the
New Exchange Agreement and the transactions contemplated hereby and
thereby (x) shall not modify or amend the Liberty Exchange Agreement
and (y) shall not constitute a waiver or amendment by Liberty HSN of
any of its rights under the Liberty Exchange Agreement.
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If the foregoing provisions are acceptable to you, please
execute and return the enclosed copy of this Letter Agreement.
Sincerely,
LIBERTY HSN, INC.
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
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Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Title: President
Accepted and Agreed:
HSN, INC.
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
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Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Title: Office of Chairman
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