HSN, INC. and The Bank of New York Mellon, as Rights Agent Rights Agreement Dated as of December 23, 2008Rights Agreement • December 29th, 2008 • HSN, Inc. • Retail-miscellaneous shopping goods stores • New York
RIGHTS AGREEMENT, dated as of December 23, 2008 (the “Agreement”), between HSN, Inc., a Delaware corporation (the “Company”), and The Bank of New York Mellon, a New York banking corporation, as Rights Agent (the “Rights Agent”).
CREDIT AGREEMENT Dated as of January 27, 2015 among HSN, INC., as Borrower, CERTAIN SUBSIDIARIES OF THE BORROWER, as Guarantors, THE LENDERS PARTY HERETO, BANK OF AMERICA, N.A., as Administrative Agent and Collateral Agent, JPMORGAN CHASE BANK, N.A.,...Credit Agreement • January 28th, 2015 • HSN, Inc. • Retail-miscellaneous shopping goods stores • New York
This CREDIT AGREEMENT (this “Credit Agreement”) is entered into as of January 27, 2015, among HSN, INC., a Delaware corporation (the “Borrower”), the Guarantors identified herein, the Lenders party hereto, and BANK OF AMERICA, N.A., as Administrative Agent and Collateral Agent.
EMPLOYMENT AGREEMENTEmployment Agreement • September 22nd, 2008 • HSN, Inc. • Retail-miscellaneous shopping goods stores • Florida
This EMPLOYMENT AGREEMENT (“Agreement”) is entered into by and between Mark Ethier (“Employee”) and HSN General Partner LLC, a Delaware limited liability company (the “Company”), and is effective December 1, 2004 (the “Effective Date”).
REGISTRATION RIGHTS AGREEMENT (HSN)Registration Rights Agreement • August 25th, 2008 • HSN, Inc. • Retail-miscellaneous shopping goods stores • Delaware
REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of August 20, 2008, is entered into by and among LIBERTY MEDIA CORPORATION, a Delaware corporation (“Liberty”), the LIBERTY PARTIES (as defined below) and HSN, INC., a Delaware corporation (the “Issuer”).
FORM OF SEPARATION AND DISTRIBUTION AGREEMENT by and among IAC/INTERACTIVECORP, HSN, INC., INTERVAL LEISURE GROUP, INC., TICKETMASTER and TREE.COM, INC. DATED AS OF [ ], 2008Separation and Distribution Agreement • August 1st, 2008 • HSN, Inc. • Retail-miscellaneous shopping goods stores • Delaware
This SEPARATION AND DISTRIBUTION AGREEMENT, dated as of [ ], 2008, is entered into by and among IAC/InterActiveCorp, a Delaware corporation (“IAC”), HSN, Inc., a Delaware corporation and wholly owned subsidiary of IAC (“HSN Spinco”), Interval Leisure Group, Inc., a Delaware corporation and wholly owned subsidiary of IAC (“Interval Spinco”), Ticketmaster, a Delaware corporation and wholly owned subsidiary of IAC (“TM Spinco”), and Tree.com, Inc., a Delaware corporation and wholly owned subsidiary of IAC (“Tree Spinco”; together with TM Spinco, Interval Spinco and HSN Spinco, the “Spincos”; the Spincos and IAC, collectively, the “Separate-cos” or “Parties”).
FORM OF TAX SHARING AGREEMENT by and among IAC/INTERACTIVECORP, TICKETMASTER, INTERVAL LEISURE GROUP, INC., HSN, INC. and TREE.COM, INC. Dated as of [ ], 2008Tax Sharing Agreement • August 1st, 2008 • HSN, Inc. • Retail-miscellaneous shopping goods stores
This TAX SHARING AGREEMENT (this “Agreement”), dated as of [ ], 2008, by and among IAC/InterActiveCorp, a Delaware corporation (“Parent”), Ticketmaster, a Delaware corporation and a wholly-owned subsidiary of Parent (“Ticketmaster Spinco”), Interval Leisure Group, Inc., a Delaware corporation and a wholly-owned subsidiary of Parent (“Interval Spinco”), HSN, Inc., a Delaware corporation and a wholly-owned subsidiary of Parent (“HSN Spinco”), and Tree.com, Inc., a Delaware corporation and a wholly-owned subsidiary of Parent (“Tree Spinco”, together with Ticketmaster Spinco, Interval Spinco, and HSN Spinco, the “Spincos”, and each of the Spincos, a “Spinco”). Each of Parent, Ticketmaster Spinco, Interval Spinco, HSN Spinco and Tree Spinco is sometimes referred to herein as a “Party” and collectively, as the “Parties”.
FORM OF TRANSITION SERVICES AGREEMENT by and among IAC/INTERACTIVECORP, HSN, Inc., INTERVAL LEISURE GROUP, INC. TICKETMASTER and TREE.COM, INC.Transition Services Agreement • August 1st, 2008 • HSN, Inc. • Retail-miscellaneous shopping goods stores
This TRANSITION SERVICES AGREEMENT, dated as of [•], 2008 (this “Services Agreement”), is entered into by and among IAC/InterActiveCorp, a Delaware corporation (“IAC” or “New IAC”), HSN, Inc., a Delaware corporation and wholly owned subsidiary of IAC (“HSNSpinco” or “HSN”), Interval Leisure Group, Inc., a Delaware corporation and wholly owned subsidiary of IAC (“Interval Spinco” or “Interval”), Ticketmaster, a Delaware corporation and wholly owned subsidiary of IAC (“TMSpinco” or “TM”), and Tree.com, Inc., a Delaware corporation and wholly owned subsidiary of IAC (“Tree Spinco” or “LT” and, together with HSNSpinco, Interval Spinco and TMSpinco, the “Spincos” and, the Spincos together with IAC, the “Parties” and each a “Party”).
FORM OF EMPLOYEE MATTERS AGREEMENTEmployee Matters Agreement • August 1st, 2008 • HSN, Inc. • Retail-miscellaneous shopping goods stores
This Employee Matters Agreement (this “Agreement”), dated as of [ ], 2008, with effect as of the Effective Time, is entered into by and among IAC/InterActiveCorp, a Delaware corporation (“IAC”), Ticketmaster, a Delaware corporation and a wholly owned subsidiary of IAC (“TM”), Interval Leisure Group, Inc., a Delaware corporation and a wholly owned subsidiary of IAC (“Interval”), HSN, Inc., a Delaware corporation and a wholly owned subsidiary of IAC (“HSN”) and Tree.com, Inc., a Delaware corporation and a wholly owned subsidiary of IAC (“Tree,” together with TM, Interval, HSN and Tree, the “SpinCos,” the SpinCos and IAC, collectively, the “Parties”).
SPINCO ASSIGNMENT AND ASSUMPTION AGREEMENT (HSN)Spinco Assignment and Assumption Agreement • August 25th, 2008 • HSN, Inc. • Retail-miscellaneous shopping goods stores • Delaware
AGREEMENT (this “Agreement”), dated as of August 20, 2008, among InterActiveCorp, a Delaware corporation (“IAC”), HSN, Inc., a Delaware corporation (the “Company”), Liberty Media Corporation, a Delaware corporation (“Liberty”), and Liberty USA Holdings, LLC, a Delaware limited liability company (“Liberty Sub” and, together with Liberty, the “Liberty Parties”).
EMPLOYMENT AGREEMENTEmployment Agreement • August 1st, 2008 • HSN, Inc. • Retail-miscellaneous shopping goods stores • Florida
This EMPLOYMENT AGREEMENT (“Agreement”) is entered into by and between William Lynch (“Employee”), HSN General Partner LLC, a Delaware limited liability company (the “Company” or “HSN”), and IAC/InterActiveCorp, a Delaware corporation (“IAC”) (solely for purposes of Sections lA and 3A(c) of this Agreement and Section 3 of the Standard Terms and Conditions), and is effective November 19, 2007 (the “Effective Date”).
STOCK APPRECIATION RIGHT AGREEMENTStock Appreciation Right Agreement • February 24th, 2017 • HSN, Inc. • Retail-miscellaneous shopping goods stores • Florida
THIS STOCK APPRECIATION RIGHT AGREEMENT (this “Agreement”), between HSN, Inc., a Delaware corporation (the “Company”), and the Participant set forth in the Grant Summary (the “Grantee”) is made as of the Grant Date set forth in the Grant Summary.
AMENDED AND RESTATED PERFORMANCE CASH AWARD AGREEMENTPerformance Cash Award Agreement • February 21st, 2013 • HSN, Inc. • Retail-miscellaneous shopping goods stores • Florida
THIS AMENDED AND RESTATED PERFORMANCE CASH AWARD AGREEMENT (this “Agreement”), dated as of February 25, 2013 is between HSN, Inc., a Delaware corporation (the “Company”), and «Participant» (the “Participant”) and amends and restates the Performance Cash Award Agreement between the Company and Participant dated February 21, 2012 (the “Award Date”). Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms in the Company's Second Amended and Restated 2008 Stock and Annual Incentive Compensation Plan, as amended (the “Plan”).
DEFERRED RESTRICTED STOCK UNIT AGREEMENTDeferred Restricted Stock Unit Agreement • November 6th, 2013 • HSN, Inc. • Retail-miscellaneous shopping goods stores • Delaware
THIS DEFERRED RESTRICTED STOCK UNIT AGREEMENT (this “Agreement”), dated as of «date» (the “Award Date”) is between HSN, Inc., a Delaware corporation (the “Corporation”), and «grantee» (the “Grantee”).
FORM OF RESTRICTED STOCK UNIT AGREEMENTForm of Restricted Stock Unit Agreement • March 31st, 2009 • HSN, Inc. • Retail-miscellaneous shopping goods stores • Delaware
THIS RESTRICTED STOCK UNIT AGREEMENT (this “Agreement”), dated as of «date» (the “Award Date”) is between HSN, Inc., a Delaware corporation (the “Corporation”), and «grantee» (the “Grantee”).
PERFORMANCE AWARD AGREEMENTPerformance Award Agreement • February 21st, 2013 • HSN, Inc. • Retail-miscellaneous shopping goods stores • Florida
THIS PERFORMANCE AWARD AGREEMENT (this “Agreement”), dated as of «award_date» (the “Award Date”) is between HSN, Inc., a Delaware corporation (the “Company”), and «Participant» (the “Participant”). Capitalized terms used, but not otherwise defined, herein shall have the meanings ascribed to such terms in the Company's Second Amended and Restated 2008 Stock and Annual Incentive Compensation Plan, as amended (the “Plan”).
PLEDGE AGREEMENTPledge Agreement • April 25th, 2012 • HSN, Inc. • Retail-miscellaneous shopping goods stores
THIS PLEDGE AGREEMENT (this “Pledge Agreement”) dated as of April 24, 2012, is by the Credit Parties, identified as “Pledgors” on the signature pages hereto and such other parties as may become Pledgors hereunder after the date hereof (individually a “Pledgor”, and collectively the “Pledgors”) and BANK OF AMERICA, N.A., as Collateral Agent (the “Collateral Agent”).
SECOND SUPPLEMENTAL INDENTURESecond Supplemental Indenture • August 4th, 2010 • HSN, Inc. • Retail-miscellaneous shopping goods stores • New York
This SECOND SUPPLEMENTAL INDENTURE dated as of January 1, 2010, is between HSN, Inc., a Delaware corporation (the “Issuer”), and The Bank of New York Mellon, a New York banking corporation, as Trustee (the “Trustee”).
PLEDGE AGREEMENTPledge Agreement • January 28th, 2015 • HSN, Inc. • Retail-miscellaneous shopping goods stores • New York
This PLEDGE AGREEMENT (this “Pledge Agreement”), dated as of January 27, 2015, is by the Credit Parties identified as “Pledgors” on the signature pages hereto and such other parties as may become Pledgors hereunder after the date hereof (individually a “Pledgor”, and collectively the “Pledgors”) and BANK OF AMERICA, N.A., as Collateral Agent (the “Collateral Agent”).
RESTRICTED STOCK UNIT AGREEMENTRestricted Stock Unit Agreement • February 24th, 2016 • HSN, Inc. • Retail-miscellaneous shopping goods stores • Delaware
THIS RESTRICTED STOCK UNIT AGREEMENT (this “Agreement”), between HSN, Inc., a Delaware corporation (the “Company”), and the Participant set forth in the Award Summary (the “Grantee”) is made as of the Grant Date set forth in the Award Summary.
AMENDMENT NO. 1 TO RIGHTS AGREEMENTRights Agreement • July 6th, 2017 • HSN, Inc. • Retail-miscellaneous shopping goods stores • Delaware
This Amendment No. 1 to Rights Agreement (the “Amendment”), dated as of July 5, 2017, is entered into by and between HSN, Inc., a Delaware corporation (the “Company”), and Computershare Trust Company, N.A., a nationally chartered trust company (as successor to The Bank of New York Mellon, a New York banking corporation), as Rights Agent (the “Rights Agent”).
AMENDMENT NO. 1 TO CREDIT AGREEMENTCredit Agreement • August 6th, 2015 • HSN, Inc. • Retail-miscellaneous shopping goods stores
This AMENDMENT NO. 1 TO CREDIT AGREEMENT (this “Amendment”), dated as of May 29, 2015, is entered into by and among HSN, INC., a Delaware corporation (the “Borrower”), the Lenders (as defined in the Credit Agreement referred to below) signatory hereto, and BANK OF AMERICA, N.A., as administrative agent for the Lenders (in such capacity, the “Administrative Agent”).
EMPLOYMENT AGREEMENTEmployment Agreement • March 31st, 2009 • HSN, Inc. • Retail-miscellaneous shopping goods stores • Florida
This EMPLOYMENT AGREEMENT (“Agreement”) is entered into by and between Jim Warner (“Employee”) and HSN, INC, a Delaware corporation (the “Company”), and is effective October 27, 2008 (the “Effective Date”).
EMPLOYMENT AGREEMENTEmployment Agreement • August 1st, 2008 • HSN, Inc. • Retail-miscellaneous shopping goods stores • New York
THIS EMPLOYMENT AGREEMENT (“Agreement”), dated as of July 29, 2008, is entered into by and between Mindy Grossman (“Executive”) and HSN, Inc. (the “Company”).
PERFORMANCE SHARE UNIT AGREEMENTPerformance Share Unit Agreement • February 24th, 2016 • HSN, Inc. • Retail-miscellaneous shopping goods stores • Florida
THIS PERFORMANCE SHARE UNIT AGREEMENT (this “Agreement”), dated as of _________ __, 20__, is between HSN, Inc., a Delaware corporation (the “Company”), and the Participant set forth in the Award Summary (the “Grantee”).
AMENDMENT TO EMPLOYMENT AGREEMENTEmployment Agreement • March 31st, 2009 • HSN, Inc. • Retail-miscellaneous shopping goods stores
This AMENDMENT TO EMPLOYMENT AGREEMENT (“Amendment”) is entered into by and between Mark Ethier (“Employee”) and HSN, Inc., a Delaware corporation (the “Company”), and is effective as of December 31, 2008 (the “Effective Date”).
FIRST SUPPLEMENTAL INDENTUREFirst Supplemental Indenture • August 25th, 2008 • HSN, Inc. • Retail-miscellaneous shopping goods stores • New York
THIS SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), entered into as of August 20, 2008, among HSN, INC., a Delaware corporation (the “Issuer”), the guarantors party hereto (the “Guarantors”), and THE BANK OF NEW YORK MELLON, as trustee (the “Trustee”).
STOCK APPRECIATION RIGHT AGREEMENTStock Appreciation Right Agreement • February 26th, 2015 • HSN, Inc. • Retail-miscellaneous shopping goods stores • Florida
THIS STOCK APPRECIATION RIGHT AGREEMENT (this “Agreement”), between HSN, Inc., a Delaware corporation (the “Company”), and the Participant set forth in the Grant Summary(the “Grantee”) is made as of the Grant Date set forth in the Grant Summary.
FIRST AMENDMENT TO EMPLOYMENT AGREEMENTEmployment Agreement • August 9th, 2010 • HSN, Inc. • Retail-miscellaneous shopping goods stores • Florida
This FIRST AMENDMENT TO EMPLOYMENT AGREEMENT ("Amendment") is entered into by and between Mindy Grossman ("Employee"), residing in St. Petersburg, Florida, and HSN, Inc., a Delaware corporation (the "Company"), with its principal place of business in St. Petersburg, Florida, as of August 5, 2010.
AGREEMENT AND PLAN OF MERGER by and among Liberty Interactive Corporation, Liberty Horizon, Inc., and HSN, Inc. Dated as of July 5, 2017Agreement and Plan of Merger • July 6th, 2017 • HSN, Inc. • Retail-miscellaneous shopping goods stores • Delaware
This AGREEMENT AND PLAN OF MERGER (this “Agreement”) is made and entered into as of July 5, 2017 by and among Liberty Interactive Corporation, a Delaware corporation (“Parent”), Liberty Horizon, Inc., a Delaware corporation and a direct, wholly owned Subsidiary of Parent (“Merger Sub”), and HSN, Inc., a Delaware corporation (the “Company”).
FORM OF STOCK OPTION AGREEMENTForm of Stock Option Agreement • March 31st, 2009 • HSN, Inc. • Retail-miscellaneous shopping goods stores • Delaware
THIS STOCK OPTION AGREEMENT (this “Agreement”), dated as of «award date» is between HSN, Inc., a Delaware corporation (the “Corporation”), and «grantee» (the “Grantee”).
EMPLOYMENT AGREEMENTEmployment Agreement • March 31st, 2009 • HSN, Inc. • Retail-miscellaneous shopping goods stores • Florida
This EMPLOYMENT AGREEMENT (“Agreement”) is entered into by and between Judy A. Schmeling (“Employee”) and HSN, Inc., a Delaware corporation (the “Company”), and is effective October 27, 2008 (the “Effective Date”).
FORM OF STOCK APPRECIATION RIGHT AGREEMENTForm of Stock Appreciation Right Agreement • March 31st, 2009 • HSN, Inc. • Retail-miscellaneous shopping goods stores • Delaware
THIS STOCK APPRECIATION RIGHT AGREEMENT (this “Agreement”), dated as of «date» is between HSN, Inc., a Delaware corporation (the “Corporation”), and «grantee» (the “Grantee”).
MARKET STOCK UNIT AGREEMENTMarket Stock Unit Agreement • November 6th, 2013 • HSN, Inc. • Retail-miscellaneous shopping goods stores • Florida
THIS MARKET STOCK UNIT AGREEMENT (this “Agreement”), dated as of ________, 201__, is between HSN, Inc., a Delaware corporation (the “Company”), and ____________ (the “Grantee”).
RESTRICTED STOCK UNIT AGREEMENTRestricted Stock Unit Agreement • February 26th, 2015 • HSN, Inc. • Retail-miscellaneous shopping goods stores • Florida
THIS RESTRICTED STOCK UNIT AGREEMENT (this “Agreement”), between HSN, Inc., a Delaware corporation (the “Company”), and the Participant set forth in the Grant Summary (the “Grantee”) is made as of the Grant Date set forth in the Grant Summary.
THIRD SUPPLEMENTAL INDENTUREThird Supplemental Indenture • May 2nd, 2012 • HSN, Inc. • Retail-miscellaneous shopping goods stores • New York
This THIRD SUPPLEMENTAL INDENTURE dated as of April 19, 2012, is among HSN, Inc., a Delaware corporation (the “Issuer”), the Guarantors listed on Appendix I attached hereto (the “Existing Guarantors”); the new Guarantors listed on Appendix II attached hereto (the “New Guarantors” and, together with the Existing Guarantors, the “Guarantors”); and The Bank of New York Mellon Trust Company, N.A. as Trustee (the “Trustee”).
