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EXHIBIT B
STOCKHOLDERS AGREEMENT
This STOCKHOLDERS AGREEMENT (the "Agreement"), dated as of January 12,
2000 is entered into by and among USA Networks, Inc., a Delaware corporation
("Buyer"), and each of the stockholders listed on Schedule I to this Agreement
(each, a "Stockholder," and together, the "Stockholders").
WHEREAS, Buyer, P Acquisition Corp. ("Newco") and Precision Response
Corporation (the "Company"), have entered into an Agreement and Plan of Merger
of even date herewith (as may be amended or supplemented from time to time, the
"Merger Agreement"), pursuant to which the parties thereto have agreed, upon the
terms and subject to the conditions set forth therein, to merge Newco with the
Company (the "Merger");
WHEREAS, as of the date hereof, each Stockholder is the record and
beneficial owner of, and has the sole right to vote and dispose of the number of
shares (the "Shares") of common stock, par value $.01 per share, of the Company
(the "Company Common Stock") set forth opposite such Stockholder's name on
Schedule I attached hereto (such Shares, together with any other shares of
capital stock of the Company acquired by such Stockholder after the date hereof
and during the term of this Agreement (including through the exercise of any
stock options, warrants or similar instruments), being collectively referred to
herein as the "Subject Shares");
WHEREAS, as a condition to its willingness to enter into the Merger
Agreement, Buyer has required that each Stockholder agree, and each Stockholder
is willing to agree, to the matters set forth herein; and
WHEREAS, capitalized terms used but not defined herein have the
meanings set forth in the Merger Agreement.
NOW, THEREFORE, in consideration of the foregoing and the agreements
set forth below, the parties hereto agree as follows:
1. Voting of Shares.
1.1 Voting Agreement. For so long as this Agreement is in effect, each
Stockholder hereby agrees to vote (or cause to be voted) all of such
Stockholder's Subject Shares, at every annual, special or other meeting of the
stockholders of the
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Company, and at any adjournment or adjournments thereof, or pursuant to any
consent in lieu of a meeting or otherwise :
(i) in favor of the Merger and the approval of the Merger
Agreement and the Plan of Merger (as defined in the Merger Agreement)
and the approval of the other transactions contemplated thereby, and
any actions required in furtherance thereof;
(ii) against any action or agreement that would result in a
breach in any material respect of any covenant, representation or
warranty or any other obligation of the Company under this Agreement
or the Merger Agreement; and
(iii) against (A) any extraordinary corporate transaction,
such as a merger, rights offering, reorganization, recapitalization or
liquidation involving the Company or any of its subsidiaries other
than the Merger, (B) a sale or transfer of a material amount of assets
or capital stock of the Company or any of its subsidiaries or (C) any
action that is intended, or could reasonably be expected, to materially
impede, interfere with, delay, postpone or adversely affect the Merger
and the other transactions contemplated by the Merger Agreement.
1.2 Fiduciary Responsibilities. No Stockholder executing this Agreement
who is or becomes during the term hereof a director or officer of the Company
makes (or shall be deemed to have made) any agreement or understanding herein in
his or her capacity as such director or officer. Without limiting the generality
of the foregoing, each Stockholder signs solely in his, her or its capacity as
the record and/or beneficial owner, as applicable, of such Stockholder's Subject
Shares and nothing herein shall limit or affect any actions taken by such
Stockholder (or a designee of such Stockholder) in his or her capacity as an
officer or director of the Company in exercising his or her or the Company's or
the Company's Board's rights in connection with the Merger Agreement or
otherwise.
1.3 Grant of Irrevocable Proxy. Each Stockholder hereby irrevocably
grants to, and appoints, Xxxxxx X. Xxxx, Xxxxxxx X. Xxxxxx and Xxxx Xxxxxx and
any other individual who shall hereafter be designated by Buyer, and each of
them, such Stockholder's proxy and attorney-in-fact (with full power of
substitution), for and in the name, place and stead of such Stockholder, to
vote, or cause to be voted, such Stockholder's Subject Shares, or grant a
consent or approval in respect of such Subject Shares, at every annual, special
or other meeting of the stockholders of the Company, and at any adjournment or
adjournments thereof, or pursuant to any
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consent in lieu of a meeting or otherwise, in the manner specified in Section
1.1 hereof; provided that the foregoing grant of a proxy shall terminate
immediately upon termination of this Agreement in accordance with its terms,
including with respect to matters as to which a record date has theretofore
passed. This grant of proxy is coupled with an interest.
1.4 No Other Grant of Proxy. No Stockholder will, directly or
indirectly, grant any proxies or powers of attorney with respect to such
Stockholder's Subject Shares to any person in connection with or directly
affecting the Merger other than as set forth in Section 1.3 hereof.
2. Representations and Warranties of Stockholder. Each Stockholder,
severally and not jointly, represents and warrants to Buyer as follows:
2.1 Binding Agreement. Such Stockholder has the capacity to execute and
deliver this Agreement and to consummate the transactions contemplated hereby.
Such Stockholder has duly and validly executed and delivered this Agreement and
this Agreement constitutes a legal, valid and binding obligation of such
Stockholder, enforceable against such Stockholder in accordance with its terms,
except as such enforceability may be limited by applicable bankruptcy,
insolvency, reorganization or other similar laws affecting creditors' rights
generally and by general equitable principles (regardless of whether
enforceability is considered in a proceeding in equity or at law).
2.2 No Conflict. Neither the execution and delivery of this Agreement
by such Stockholder, the consummation of the transactions contemplated hereby,
nor the performance by such Stockholder of its obligations hereunder will, (a)
require any consent, approval, authorization or permit of, registration,
declaration or filing (except for such filings as may be required under the
federal securities laws or the Xxxx-Xxxxx-Xxxxxx Antitrust Improvement Act of
1976, as amended, and the rules and regulations thereunder (the "HSR Act"))
with, or notification to, any governmental entity, (b) result in a violation or
breach of, or constitute (with or without due notice or lapse of time or both) a
default (or give rise to any right of termination, cancellation, or
acceleration) under any contract, agreement, instrument, commitment, arrangement
or understanding applicable to such Stockholder or such Stockholder's Subject
Shares, or result in the creation of a security interest, lien, charge,
encumbrance, equity or claim with respect to any of such Stockholder's Subject
Shares, (c) require any material consent, authorization or approval of any
person other than a governmental entity, or (d) violate or conflict with any
order, writ, injunction, decree, rule, regulation or law applicable to such
Stockholder or such Stockholder's Shares, except for such exceptions to the
foregoing as (i) will not have
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an adverse effect on the valid performance by the Stockholders of their
obligations hereunder or (ii) become applicable as result of the business or
activities in which Buyer or any of its respective affiliates is or proposes to
be engaged or any acts or omissions by, or facts pertaining to, Buyer.
2.3 Ownership of Shares. Such Stockholder is the record and beneficial
owner of the Shares set forth opposite such Stockholder's name on Schedule I
attached hereto free and clear of any security interests, liens, charges,
encumbrances, equities, claims, options or limitations of whatever nature and
free of any other limitation or restriction (including any restriction on the
right to vote, sell or otherwise dispose of such Shares), except as set forth on
Schedule II attached hereto. Except as set forth on Schedule II attached hereto,
there are no outstanding options or other rights to acquire from such
Stockholder, or obligations of such Stockholder to sell or to dispose of, any
shares of Company Common Stock. Such Stockholder holds exclusive power to vote
the Shares set forth opposite such Stockholder's name on Schedule I attached
hereto, subject to the limitations set forth in Section 1 of this Agreement and
such limitations, if any, set forth on such Schedule I. Except as set forth on
Schedule I hereto, as of the date of this Agreement, the Shares set forth
opposite such Stockholder's name on such Schedule I attached hereto represent
all of the shares of capital stock of the Company beneficially owned by such
Stockholder.
3. Representations and Warranties of Buyer. Buyer represents and warrants
to the Stockholders as follows:
3.1 Binding Agreement. Buyer is a corporation duly incorporated,
validly existing and in good standing under the laws of the State of Delaware
and has full corporate power and authority to execute and deliver this Agreement
and to consummate the transactions contemplated hereby. The execution and
delivery of this Agreement and the Merger Agreement by Buyer and the
consummation of the transactions contemplated hereby and thereby have been duly
and validly authorized by the Board of Directors of Buyer, and no other
corporate proceedings on the part of Buyer are necessary to authorize the
execution, delivery and performance of this Agreement and the Merger Agreement
by Buyer and the consummation of the transactions contemplated hereby and
thereby. Buyer has duly and validly executed this Agreement and this Agreement
constitutes a legal, valid and binding obligation of Buyer, enforceable against
Buyer in accordance with its terms, except as such enforceability may be limited
by applicable bankruptcy, insolvency, reorganization or other similar laws
affecting creditors' rights generally and by general equitable principles
(regardless of whether enforceability is considered in a proceeding in equity or
at law).
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3.2 No Conflict. Neither the execution and delivery of this
Agreement, the consummation by Buyer of the transactions contemplated hereby,
nor the compliance by Buyer with any of the provisions hereof will (a) conflict
with or result in a breach of any provision of its Certificate of Incorporation
or By-laws, (b) require any consent, approval, authorization or permit of,
registration, declaration or filing (except for such filings as may be required
under the federal securities laws or the HSR Act) with, or notification to, any
governmental entity, (c) result in a violation or breach of, or constitute (with
or without due notice or lapse of time or both) a default (or give rise to any
right of termination, cancellation, or acceleration) under any contract,
agreement, instrument, commitment, arrangement or understanding, (d) require any
material consent, authorization or approval of any person other than a
governmental entity, or (e) violate or conflict with any order, writ,
injunction, decree or law applicable to Buyer, except for such exceptions to the
foregoing as are not reasonably likely to have an adverse effect on the valid
performance by Buyer of its obligations hereunder.
4. Transfer and Other Restrictions. For so long as the Merger Agreement is
in effect:
4.1 Certain Prohibited Transfers. Each Stockholder agrees not to:
(a) sell, transfer, pledge, encumber, assign or otherwise
dispose of, or enter into any contract, option or other arrangement or
understanding with respect to the sale, transfer, pledge, encumbrance,
assignment or other disposition of, such Stockholder's Subject Shares or any
interest contained therein, other than pursuant to this Agreement or as
otherwise disclosed pursuant to Section 2.3 hereof, unless prior to any such
action the proposed transferee of such Subject Shares enters into a stockholder
agreement with Buyer on terms substantially identical to the terms of this
Agreement;
(b) grant any proxies or power of attorney or enter into a
voting agreement or other arrangement with respect to such Stockholder's Subject
Shares, other than this Agreement; nor
(c) enter into, or deposit such Stockholder's Shares into, a
voting trust.
4.2 Efforts. Each Stockholder agrees not to take any action which
would make any representation or warranty of such Stockholder herein untrue or
incorrect in any material respect or take any action that would have the effect
of preventing or disabling such Stockholder from performing its obligations
under this Agreement,
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other than any action permitted to be taken by such Stockholder pursuant to the
Merger Agreement. Xxxxx X. Xxxxxxx covenants and agrees to have released within
thirty days of the date of this Agreement 1,033,417 Subject Shares owned by
DEFLP 1996-I Limited Partnership from the pledge held by Northern Trust Bank,
including, to the extent necessary, by repaying all or a portion of the
indebtedness secured by such pledge.
4.3 Additional Shares. Without limiting the provisions of the Merger
Agreement, in the event (i) of any stock dividend, stock split,
recapitalization, reclassification, combination or exchange of shares of capital
stock of the Company on, of or affecting any Stockholder's Subject Shares or
(ii) any Stockholder shall become the beneficial owner of any additional shares
of Company Common Stock or other securities entitling the holder thereof to vote
or give consent with respect to the matters set forth in Section 1 hereof, then
the terms of this Agreement shall apply to the shares of capital stock or other
securities of the Company held by such Stockholder immediately following the
effectiveness of the events described in clause (i) or the Stockholder becoming
the beneficial owner thereof, as described in clause (ii), as though they were
Shares of such Stockholder hereunder. Each Stockholder hereby agrees, while this
Agreement is in effect, to notify Buyer of the number of any new shares of
Company Common Stock acquired by such Stockholder, if any, after the date
hereof.
5. Legend. Each Stockholder shall surrender to the Company all
certificates representing such Stockholder's Subject Shares, and instruct the
Company to place the following legend on such certificates:
"THE SHARES OF COMMON STOCK, PAR VALUE $0.01 PER SHARE, OF USA
NETWORKS, INC., REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO A
STOCKHOLDERS AGREEMENT DATED AS OF JANUARY 12, 2000, AND ARE SUBJECT
TO THE TERMS THEREOF. COPIES OF SUCH AGREEMENT MAY BE OBTAINED AT THE
PRINCIPAL EXECUTIVE OFFICES OF USA NETWORKS, INC."
Buyer hereby agrees that upon termination of this Agreement in accordance with
its terms or the approval of the Merger by the Company's shareholders, such
legend shall be removed.
6. No Solicitation. Until the Merger is consummated or the Merger
Agreement is terminated in accordance with its terms, no Stockholder shall, nor
shall such Stockholder permit any investment banker, attorney or other advisor
or representa-
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tive of such Stockholder to, directly or indirectly through another person,
solicit, initiate or encourage, or take any other action to facilitate, any
inquiries or the making of any proposal that constitutes, or may reasonably be
expected to lead to, any Acquisition Proposal; provided that any action which is
permitted by the Merger Agreement to be taken by a stockholder in his or her
capacity as a director or officer or which is permitted by Section 1.2 hereof
shall not be prohibited by the foregoing.
7. Affiliate Agreement. If, at the time the Merger Agreement is submitted
for approval to the stockholders of the Company, the Stockholder is an
"affiliate" of the Company for purposes of Rule 145 under the Securities Act and
applicable SEC rules and regulations, the Stockholder shall deliver to Buyer at
least 30 days prior to the Closing a written agreement substantially in the form
attached as Exhibit B to the Merger Agreement.
8. Specific Enforcement. The parties hereto agree that irreparable damage
would occur in the event that any of the provisions of this Agreement were not
performed in accordance with the terms hereof or were otherwise breached and
that each party shall be entitled to specific performance of the terms hereof in
addition to any other remedy which may be available at law or in equity. It is
accordingly agreed that the parties will be entitled to an injunction or
injunctions to prevent breaches of this Agreement and to enforce specifically
the terms and provisions of this Agreement in any Federal court located in the
State of Delaware or in Delaware state court, the foregoing being in addition to
any other remedy to which they are entitled at law or in equity. In addition,
each of the parties hereto (i) consents to submit itself to the personal
jurisdiction of any Federal court located in the State of Delaware or any
Delaware state court in the event any dispute arises out of this Agreement or
any of the transactions contemplated by this Agreement, (ii) agrees that it will
not attempt to deny or defeat such personal jurisdiction by motion or other
request for leave from any such court, and (iii) agrees that it will not bring
any action relating to this Agreement or any of the transactions contemplated by
this Agreement in any court other than a Federal court sitting in the State of
Delaware or a Delaware state court.
9. Termination. This Agreement shall terminate on the earlier of (i) the
termination of the Merger Agreement in accordance with its terms, (ii) the
agreement of the parties hereto to terminate this Agreement and (iii)
consummation of the Merger. Termination shall not relieve any party from
liability for any intentional breach of its obligations hereunder committed
prior to such termination.
10. Survival. The representations and warranties of the parties contained
in this Agreement shall terminate upon the consummation of the Merger.
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11. Notices. All notices and other communications hereunder shall be in
writing and shall be deemed given upon (a) transmitter's confirmation of a
receipt of a facsimile transmission, (b) confirmed delivery by a standard
overnight carrier or when delivered by hand or (c) the expiration of five
business days after the day when mailed by certified or registered mail, postage
prepaid, addressed at the following addresses (or at such other address for a
party as shall be specified by like notice):
If to Buyer, to:
USA Networks, Inc.
Carnegie Hall Tower
000 Xxxx 00xx Xxxxxx
00xx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: General Counsel
Facsimile: (000) 000-0000
with a copy to:
Xxxxxxxxx & Xxxxxxx
0000 Xxxxxx xx xxx Xxxxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: Xxxxxxx X. Xxxxxxx, Esq.
Facsimile: (000) 000-0000
If to Stockholders, to:
Xxxxxxx X. Xxxxxx
c/o Precision Response Corporation
0000 X.X. 000xx Xxxxxx
Xxxxx, Xxxxxxx 00000
Facsimile: (000) 000-0000
with a copy to:
Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP
000 Xxxxx Xxxxxx
Xxx Xxxx, XX 00000-0000
Attn: Xxx X. Xxxxx, Esq.
Telephone: 000-000-0000
Facsimile: 000-000-0000
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and:
Bilzin Xxxxxxx Xxxx Price & Xxxxxxx LLP
2500 First Union Financial Center
000 Xxxxx Xxxxxxxx Xxxxxxxxx
Xxxxx, Xxxxxxx 00000
Attn: Xxxx X. Xxxxxxx, Esq.
Telephone: 000-000-0000
Facsimile: 000-000-0000
12. Certain Events. Each Stockholder agrees that this Agreement and the
obligations hereunder shall attach to such Stockholder's Subject Shares and
shall be binding upon any person or entity to which legal or beneficial
ownership of such Subject Shares shall pass, whether by operation of law or
otherwise, including such Stockholder's heirs, guardians, administrators or
successors.
13. Entire Agreement. This Agreement (including the documents and
instruments referred to herein) constitutes the entire agreement and supersedes
all other prior agreements and understandings, both written and oral, among the
parties, or any of them, with respect to the subject matter hereof.
14. Consideration. This Agreement is granted in consideration of the
execution and delivery of the Merger Agreement by Buyer.
15. Amendment. This Agreement may not be modified, amended, altered or
supplemented except upon the execution and delivery of a written agreement
executed by the parties hereto; provided that, with respect to the obligations
of any individual Stockholder under this Agreement, this Agreement may be
amended with the approval of such Stockholder and Buyer notwithstanding the
failure to obtain the approval of other Stockholders.
16. Successors and Assigns. This Agreement shall not be assigned by
operation of law or otherwise without the prior written consent of the other
parties hereto. This Agreement will be binding upon, inure to the benefit of and
be enforceable by each party and such party's respective heirs, beneficiaries,
executors, representatives and permitted assigns.
17. Counterparts. This Agreement may be executed in two or more
counterparts, each of which shall be deemed to be an original, but all of which
together shall constitute one and the same instrument.
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18. Governing Law. This Agreement shall be governed in all respects, including
validity, interpretation and effect, by the laws of the State of Delaware
(without giving effect to the provisions thereof relating to conflicts of law),
other than to the extent Florida law governs the Merger itself.
19. Severability. Any term or provision of this Agreement which is invalid or
unenforceable in any jurisdiction shall, as to that jurisdiction, be ineffective
to the extent of such invalidity or unenforceability without rendering invalid
or unenforceable the remaining terms and provisions of this Agreement or
affecting the validity or enforceability of any of the terms or provisions of
this Agreement in any other jurisdiction. If any provision of this Agreement is
so broad as to be unenforceable, the provision shall be interpreted to be only
so broad as is enforceable. The failure of any Stockholder to perform its
obligations hereunder shall not affect the obligations of, or release from their
obligations, any other Stockholder.
20. Headings; Capitalized Terms. The headings contained in this Agreement are
for reference purposes only and shall not affect in any way the meaning or
interpretation of this Agreement. Capitalized terms used in this Agreement
without definition shall have the meanings assigned to them in the Merger
Agreement.
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IN WITNESS WHEREOF, this Agreement has been duly executed and delivered
by each of the Stockholders and a duly authorized officer of Buyer on the day
and year first written above.
USA NETWORKS, INC.
By: /s/ Xxxxxx X. Xxxx
------------------
Name: Xxxxxx X. Xxxx
Title: Senior Vice President and
General Counsel
MGFLP 1996-I Limited Partnership, a Texas limited
partnership
By: MGFLP 1996-I GP, Inc., General Partner
By: /s/ Xxxx X. Xxxxxx
------------------
Name: Xxxx X. Xxxxxx
Title: President
MGFLP 1996-II Limited Partnership, a Texas limited
partnership
By: MGFLP 1996-II GP, Inc., General Partner
By: /s/ Xxxx X. Xxxxxx
------------------
Name: Xxxx X. Xxxxxx
Title: President
Xxxx and Xxxx Xxxxxx Foundation
By: /s/ Xxxx X. Xxxxxx
------------------
Name: Xxxx X. Xxxxxx
Title: President
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SLGFLP 1996-I Limited Partnership, a Texas limited
partnership
By: SLGFLP 1996-I GP, L.C., General Partner
By: SLGFLP 1996-I Holdings, Inc., Managing
Member
By: /s/ Xxxxxxx X. Xxxxxx
---------------------
Name: Xxxxxxx X. Xxxxxx
Title: President
SLGFLP 1996-II Limited Partnership, a Texas limited
partnership
By: SLGFLP 1996-II GP, L.C., General Partner
By: SLGFLP 1996-II Holdings, Inc., Managing
Member
By: /s/ Xxxxxxx X. Xxxxxx
---------------------
Name: Xxxxxxx X. Xxxxxx
Title: President
JHGFLP 1996-I Limited Partnership, a Texas limited
partnership
By: JHGFLP 1996-I GP, L.C., General Partner
By: JHGFLP 1996-I Holdings, Inc., Managing
Member
By: /s/ Xxxxxxx X. Xxxxxx
---------------------
Name: Xxxxxxx X. Xxxxxx
Title: President
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JHGFLP 1996-II Limited Partnership, a Texas limited
partnership
By: JHGFLP 1996-II GP, L.C., General Partner
By: JHGFLP 1996-II Holdings, Inc., Managing
Member
By: /s/ Xxxxxxx X. Xxxxxx
---------------------
Name: Xxxxxxx X. Xxxxxx
Title: President
Xxxx X. Xxxxxx
/s/ Xxxx X. Xxxxxx
-------------------------
DEFLP 1996-I Limited Partnership, a Texas limited
partnership
By: DEFLP 1996-I GP, Inc., General Partner
By: /s/ Xxxxx X. Xxxxxxx
--------------------
Name: Xxxxx X. Xxxxxxx
Title: President
DEFLP 1996-II Limited Partnership, a Texas limited
partnership
By: DEFLP 1996-II GP, Inc., General Partner
By: /s/ Xxxxx X. Xxxxxxx
--------------------
Name: Xxxxx X. Xxxxxxx
Title: President
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DEGTLP 1996-I Limited Partnership, a Texas limited
partnership
By: DEGTLP 1996-I GP, Inc., General Partner
By: /s/ Xxxxxxx X. Xxxxxx
----------------------
Name: Xxxxxxx X. Xxxxxx
Title: President
DEGTLP 1996-II Limited Partnership, a Texas
limited partnership
By: DEGTLP 1996-II GP, Inc., General Partner
By: /s/ Xxxxx X. Xxxxxxx
----------------------
Name: Xxxxx X. Xxxxxxx
Title: President
RDMFLP 1996-I Limited Partnership, a Texas limited
partnership
By: RDMFLP 1996-I GP, Inc., General Partner
By: /s/ Xxxxxxx X. Xxxxxx
----------------------
Name: Xxxxxxx X. Xxxxxx
Title: President
RDMFLP 1996-II Limited Partnership, a Texas
limited partnership
By: RDMFLP 1996-II GP, Inc., General Partner
By: /s/ Xxxxxxx X. Xxxxxxx
----------------------
Name: Xxxxxxx X. Xxxxxxx
Title: President
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RMCFLP 1996-I Limited Partnership, a Texas limited
partnership
By: RMCFLP 1996-I GP, Inc., General Partner
By: /s/ Xxxxxxx X. Xxxxxx
---------------------
Name: Xxxxxxx X. Xxxxxx
Title: President
Xxxxx X. Xxxxxxx
/s/ Xxxxx X. Xxxxxxx
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SCHEDULE I TO
STOCKHOLDERS AGREEMENT
NAME OF STOCKHOLDER NUMBER OF SHARES NUMBER OF VOTES
------------------- ---------------- ---------------
MGFLP 1996-I Limited Partnership* 4,959,500 4,959,500
MGFLP 1996-II Limited Partnership* 607,500(1) 607,500
XXXX AND XXXX XXXXXX FOUNDATION* 100,030 100,030
SLGFLP 1996-I LIMITED PARTNERSHIP* 1,365,000 1,365,000
SLGFLP 1996-II LIMITED PARTNERSHIP* 70,000 70,000
JHGFLP 1996-I LIMITED PARTNERSHIP* 1,365,000 1,365,000
JHGFLP 1996-II LIMITED PARTNERSHIP* 70,000 70,000
XXXX X. XXXXXX* 50,000(2) 50,000
DEFLP 1996-I LIMITED PARTNERSHIP** 1,180,917 1,180,197
DEFLP 1996-II LIMITED PARTNERSHIP** 537,500(3) 537,500
DEGTLP 1996-I LIMITED PARTNERSHIP** 578,283 578,283
DEGTLP 1996-II LIMITED PARTNERSHIP** 70,000 70,000
RDMFLP 1996-I LIMITED PARTNERSHIP *** 795,000 795,000
RDMFLP 1996-II LIMITED PARTNERSHIP *** 50,000 50,000
RMCFLP 1996-I LIMITED PARTNERSHIP *** 50,000 50,000
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TOTAL 11,848,730 11,848,730
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* THESE ENTITIES AND INDIVIDUAL ARE PART OF THE SAME HOLDER GROUP (AS DEFINED IN
THAT CERTAIN REGISTRATION RIGHTS AGREEMENT (THE "REGISTRATION RIGHTS AGREEMENT")
DATED JANUARY 12, 2000, AMONG USA NETWORKS, INC. AND THE PARTIES TO THIS
STOCKHOLDERS AGREEMENT) FOR PURPOSES OF THE REGISTRATION RIGHTS AGREEMENT.
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** THESE ENTITIES ARE PART OF THE SAME HOLDER GROUP FOR PURPOSES OF THE
REGISTRATION RIGHTS AGREEMENT.
*** THESE ENTITIES ARE PART OF THE SAME HOLDER GROUP FOR PURPOSES OF THE
REGISTRATION RIGHTS AGREEMENT.
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(1) 32,500 OF THESE SHARES ARE NOT HELD OF RECORD, BUT IN A BROKERAGE
ACCOUNT.
(2) ALL OF THESE SHARES ARE NOT HELD OF RECORD, BUT IN A BROKERAGE
ACCOUNT.
(3) 12,500 OF THESE SHARES ARE NOT HELD OF RECORD, BUT IN A BROKERAGE
ACCOUNT.
IN ADDITION TO THE FOREGOING SHARES, EKPO INVESTMENT, INC. (WHICH IS 50% PERCENT
OWNED BY EACH OF XXXXX X. XXXXXXX AND XXXXXXX X. XXXXX, XX.) OWNS 64,600 SHARES,
WHICH ARE NOT INCLUDED IN THE SUBJECT SHARES.
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