FIFTH AMENDED AND RESTATED JOINT FILING AGREEMENT
FIFTH AMENDED AND RESTATED JOINT FILING AGREEMENT, dated as of July 19,
1999, by and among Tele-Communications, Inc., a Delaware corporation ("TCI"),
Liberty Media Corporation, a Delaware corporation ("Liberty"), Xxxxx Xxxxxx,
Universal Studios, Inc., a Delaware corporation ("Universal"), The Seagram
Company Ltd., a Canada corporation ("Seagram"), BDTV INC., a Delaware
corporation, BDTV II INC., a Delaware corporation, BDTV III INC., a Delaware
corporation and BDTV IV INC., a Delaware corporation.
WHEREAS, each of Liberty, Xxxxx Xxxxxx, Universal, Seagram, BDTV INC., BDTV
II INC., BDTV III INC. and BDTV IV INC. beneficially owns shares of common stock
or options to purchase shares of common stock, or shares of Class B Common Stock
or securities convertible into or exchangeable for common stock or Class B
Common Stock (collectively, the "Company Securities") of USA Networks, Inc.
(formerly HSN, Inc.), a Delaware corporation;
WHEREAS, TCI no longer beneficially owns any Company Securities;
WHEREAS, Liberty, Xxxxx Xxxxxx, Universal, Seagram, BDTV INC., BDTV II
INC., BDTV III INC. and BDTV IV INC. constitute a "group" with respect to the
beneficial ownership of the Company Securities for purposes of Rule 13d-1 and
Schedule 13D promulgated by the Securities and Exchange Commission; and
WHEREAS, TCI, Xxxxx Xxxxxx, Universal, Seagram, BDTV INC., BDTV II INC.,
BDTV III INC. and BDTV IV INC. have previously entered into the Fourth Amended
and Restated Joint Filing Agreement, dated as of February 23, 1998, pursuant to
which the parties thereto agreed to prepare a single statement containing the
information required by Schedule 13D with respect to their respective interests
in the Company.
NOW, THEREFORE, the parties hereto agree as follows:
1. Liberty, Xxxxx Xxxxxx, Universal, Seagram, BDTV INC., BDTV II INC., BDTV
III INC. and BDTV IV INC. (collectively, the "Reporting Group") shall prepare a
single statement containing the information required by Schedule 13D with
respect to their respective interests in the Company Securities (the "Reporting
Group Schedule 13D"), and the Reporting Group Schedule 13D shall be filed on
behalf of each of them.
2. Each member of the Reporting Group shall be responsible for the timely
filing of the Reporting Group Schedule 13D and any necessary amendments thereto,
and for the completeness and accuracy of the information concerning him or it
contained therein, but shall not be responsible for the completeness and
accuracy of the information concerning any other party contained therein, except
to the extent that he or it knows or has reason to believe that such information
is inaccurate.
3. TCI shall be released from and shall have no further obligations under
this Fifth Amended and Restated Joint Filing Agreement.
4. This Agreement shall continue unless terminated by any party hereto.
5. Xxxxxxx X. Xxxxxx, Xxxxxx X. Xxxxxx and Xxxxx Xxxxxxx
shall be designated as the persons authorized to receive notices and
communications with respect to the Reporting Group Schedule 13D and any
amendments thereto.
6. This Agreement may be executed in counterparts, each of
which taken together shall constitute one and the same instrument.
IN WITNESS WHEREOF, the undersigned have executed this Agreement as of the
date first above written.
TELE-COMMUNICATIONS, INC.
By: /s/ Xxxxx Xxxxx
--------------------------
Name: Xxxxx Xxxxx
Title: Executive Vice President
LIBERTY MEDIA CORPORATION
By: /s/ Xxxxxxx X. Xxxxxx
---------------------------
Name: Xxxxxxx X. Xxxxxx
Title: Senior Vice President
and General Counsel
/s/ Xxxxx Xxxxxx
-----------------------------
Xxxxx Xxxxxx
UNIVERSAL STUDIOS, INC.
By: /s/ Xxxxx Xxxxxxx
---------------------------
Name: Xxxxx Xxxxxxx
Title: Senior Vice President and
General Counsel
THE SEAGRAM COMPANY LTD.
By: /s/ Xxxxxx X. Xxxxxxxx
---------------------------
Name: Xxxxxx X. Xxxxxxxx
Title: Executive Vice President
BDTV INC., BDTV II INC.
BDTV III INC., BDTV IV, INC.
By: /s/ Xxxxx Xxxxxx
---------------------------
Name: Xxxxx Xxxxxx
Title: President
