Exhibit 43
USA NETWORKS, INC.
000 Xxxx 00xx Xxxxxx
Xxx Xxxx, XX 00000
July 15, 2001
Universal Studios, Inc.
Liberty Media Corporation
Xxxxx Xxxxxx
Ladies and Gentlemen:
Reference is made to that certain Governance Agreement, dated as of
October 19, 1997 (the "Governance Agreement"), by and among USA Networks, Inc.
(f/k/a HSN, Inc., the "Company"), Universal Studios, Inc. ("Universal"),
Liberty Media Corporation ("Liberty") and Xxxxx Xxxxxx ("Xx. Xxxxxx"), and the
related Transaction Agreements (as defined in the Stockholders Agreement,
dated as of October 19, 1997 (the "Stockholders Agreement"), among such
parties and The Seagram Company Ltd.). Capitalized terms used and not defined
herein have the meanings provided such terms in the Governance Agreement.
Pursuant to Section 1.01(a) of the Governance Agreement, the Company and
Liberty hereby consent to the increase, through open market purchases, in the
Beneficial Ownership by Universal of Equity Securities, including Equity
Securities owned, directly or indirectly, as of the date hereof, to up to an
aggregate of 50.1%. Universal hereby waives its preemptive rights under the
Transaction Agreements in connection with the Proposed Acquisition. Except as
expressly set forth in this letter agreement, none of the rights that the
undersigned may have with respect to, as a result of or in connection with the
Proposed Acquisition shall be waived, amended or modified in any way as a
result of the execution and delivery of this letter agreement.
Pursuant to Section 2.1 of the Stockholders Agreement, Universal hereby
consents to the increase, through open market purchases, in the beneficial
ownership by Liberty of additional Equity of the Company in order to permit
Liberty to maintain its proportionate equity interest in the Company
vis-a-vis Universal in the same proportions as exist on the date hereof and
after giving effect to any purchases of Equity by Liberty pursuant to the
exercise of its preemptive rights under the Transaction Agreements that are
triggered by the Proposed Acquisition, but Liberty may make such open market
purchases in reliance on this consent only to the extent that Universal's
equity interest in the Company increases during the period from the date
hereof until February 12, 2002 as a result of open market purchases by
Universal as permitted by the second paragraph above.
For the avoidance of doubt, pursuant to Section 1.01(g) of the Governance
Agreement, the Company and Liberty hereby agree that Universal's consent set
forth in the preceding paragraph will not be deemed to constitute an
amendment, modification or
waiver of Liberty's standstill obligations for purposes of clause (i)(x) of
such Section 1.01(g).
Except as provided in this letter agreement, the Transaction Agreements
shall remain in full force and effect pursuant to their terms. If the
foregoing is consistent with your understanding, please so indicate by your
signature below, which will constitute the agreement of the parties hereto as
of the date first written above.
USA NETWORKS, INC.
By: /s/ Xxxxx Xxxxxx
-----------------------
Name: Xxxxx Xxxxxx
Title: Chairman and Chief
Executive Officer
/s/ Xxxxx Xxxxxx
-------------------------
Xxxxx Xxxxxx
UNIVERSAL STUDIOS, INC.
By: /s/ Xxxxx Xxxxxx
----------------------
Name: Xxxxx Xxxxxx
Title: Vice President
LIBERTY MEDIA CORPORATION
By: /s/ Xxxxx Xxxxx
----------------------
Name: Xxxxx Xxxxx
Title: Vice President and Controller
