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Exhibit 4.3
USA NETWORKS, INC.
USANi LLC
$500,000,000 6 3/4% Senior Notes due 2005
EXCHANGE AND REGISTRATION RIGHTS AGREEMENT
November 23, 1998
CHASE SECURITIES INC.
BEAR, ▇▇▇▇▇▇▇ & CO. INC.
BNY CAPITAL MARKETS, INC.
NATIONSBANK ▇▇▇▇▇▇▇▇▇▇ SECURITIES LLC
c/o Chase Securities Inc.
▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
Ladies and Gentlemen:
USA Networks, Inc. a Delaware corporation ("USAi"), and USANi LLC, a
limited liability company organized under the laws of the state of Delaware
("USANi LLC", and together with USAi, the "Issuers"), propose to issue and sell,
Home Shopping Network, Inc., a Delaware corporation ("Home Shopping"),
Ticketmaster Group, Inc., an Illinois corporation ("Ticketmaster"), USA
Broadcasting, Inc., a Delaware corporation ("Broadcasting" and, together with
Home Shopping and Ticketmaster, the "Significant Guarantors") and each direct or
indirect Subsidiary of the Company and USAi listed on Schedule 1 hereto and any
other Person that becomes an Existing Credit Agreement Guarantor (collectively,
the "Guarantors") propose to unconditionally guarantee (the "Guarantees") and
Chase Securities Inc., Bear, ▇▇▇▇▇▇▇ & Co. Inc., BNY Capital Markets, Inc. and
Nationsbank ▇▇▇▇▇▇▇▇▇▇ Securities LLC (collectively, the "Initial Purchasers"),
propose to buy, upon the terms and subject to the conditions set forth in a
purchase agreement dated November 18, 1998 (the "Purchase Agreement"),
$500,000,000 aggregate principal amount of their joint and several 6 3/4% Senior
Notes due 2005 (the "Notes" and, together with the Guarantees, the
"Securities"). Capitalized terms used but not defined herein shall have the
meanings given to such terms in the Purchase Agreement.
As an inducement to the Initial Purchasers to enter into the
Purchase Agreement and in satisfaction of a condition to the obligations of the
Initial Purchasers thereunder, the Issuers and the Guarantors agree with the
Initial Purchasers, for the benefit of the holders (including the Initial
Purchasers) of the Securities and the Exchange Securities (as defined herein)
(collectively, the "Holders"), as follows:
1. Registered Exchange Offer. The Issuers and the Guarantors shall (i) prepare
and, not later than 120 days following the date of original issuance of the
Securities (the "Issue Date"), file with the Commission a registration statement
(the "Exchange Offer Registration Statement") on an appropriate form under the
Securities Act with respect to a proposed offer to the Holders of the Securities
(the "Registered Exchange Offer") to issue and
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deliver to such Holders, in exchange for each series of Notes and the related
Guarantees, a like aggregate principal amount of debt securities of such series
of the Issuers (collectively, the "Exchange Notes") and the related guarantees
of each such series of Exchange Notes by the Guarantors (the "Exchange
Guarantees" and, together with the Exchange Notes, the "Exchange Securities")
that are identical in all material respects to the Securities, except for the
transfer restrictions relating to the Notes, (ii) use their respective
reasonable best efforts to cause the Exchange Offer Registration Statement to
become effective under the Securities Act no later than 150 days after the Issue
Date and the Registered Exchange Offer to be consummated no later than 180 days
after the Issue Date and (iii) keep the Exchange Offer Registration Statement
effective for not less than 20 business days (or longer, if required by
applicable law) after the date on which notice of the Registered Exchange Offer
is mailed to the Holders (such period being called the "Exchange Offer
Registration Period"). The Exchange Securities will be issued under the
Indenture or an indenture (the "Exchange Securities Indenture") among the
Issuers, the Guarantors and the Trustee or such other bank or trust company that
is reasonably satisfactory to the Initial Purchasers, as trustee (the "Exchange
Securities Trustee"), such indenture to be identical in all material respects to
the Indenture, except for the transfer restrictions relating to the Securities
(as described above).
The Issuers and the Guarantors shall commence the Registered
Exchange Offer as soon as practicable after the effectiveness of the Exchange
Offer Registration Statement, it being the objective of such Registered Exchange
Offer to enable each Holder electing to exchange Securities for Exchange
Securities (assuming that such Holder (a) is not an affiliate of the Issuers or
the Guarantors or an Exchanging Dealer (as defined herein) not complying with
the requirements of the next sentence, (b) acquires the Exchange Securities in
the ordinary course of such ▇▇▇▇▇▇'s business and (c) has no arrangements or
understandings with any person to participate in the distribution of the
Exchange Securities) and to trade such Exchange Securities from and after their
receipt without any limitations or restrictions under the Securities Act and
without material restrictions under the securities laws of the several states of
the United States. The Issuers, the Guarantors, the Initial Purchasers and each
Exchanging Dealer acknowledge that, pursuant to current interpretations by the
Commission's staff of Section 5 of the Securities Act, each Holder that is a
broker-dealer electing to exchange Securities, acquired for its own account as a
result of market-making activities or other trading activities, for Exchange
Securities (an "Exchanging Dealer"), is required to deliver a prospectus
containing substantially the information set forth in Annex A hereto on the
cover, in Annex B hereto in the "Exchange Offer Procedures" section and the
"Purpose of the Exchange Offer" section and in Annex C hereto in the "Plan of
Distribution" section of such prospectus in connection with a sale of any such
Exchange Securities received by such Exchanging Dealer pursuant to the
Registered Exchange Offer.
In connection with the Registered Exchange Offer, the Issuers and
the Guarantors shall:
(a) mail to each Holder a copy of the prospectus forming part of the
Exchange Offer Registration Statement, together with an appropriate letter
of transmittal and related documents;
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(b) keep the Registered Exchange Offer open for not less than 20
business days (or longer, if required by applicable law) after the date on
which notice of the Registered Exchange Offer is mailed to the Holders;
(c) utilize the services of a depositary for the Registered Exchange
Offer with an address in the Borough of Manhattan, The City of New York
which may be the Trustee or an affiliate of the Trustee;
(d) permit Holders to withdraw tendered Securities at any time prior
to the close of business, New York City time, on the last business day on
which the Registered Exchange Offer shall remain open; and
(e) otherwise comply with all laws that are applicable to the
Registered Exchange Offer.
As soon as practicable after the close of the Registered Exchange
Offer the Issuers and the Guarantors shall:
(a) accept for exchange all Securities tendered and not validly
withdrawn pursuant to the Registered Exchange Offer;
(b) deliver to the Trustee for cancellation all Securities so
accepted for exchange; and
(c) cause the Trustee or the Exchange Securities Trustee, as the
case may be, promptly to authenticate and deliver to each Holder, Exchange
Securities of the applicable series equal in principal amount to the
Securities of such series of such Holder so accepted for exchange.
The Issuers and the Guarantors shall use their respective reasonable
best efforts to keep the Exchange Offer Registration Statement effective and to
amend and supplement the prospectus contained therein in order to permit such
prospectus to be used by all persons subject to the prospectus delivery
requirements of the Securities Act for such period of time as such persons must
comply with such requirements in order to resell the Exchange Securities;
provided that (i) in the case where such prospectus and any amendment or
supplement thereto must be delivered by an Exchanging Dealer, such period shall
be the lesser of 180 days and the date on which all Exchanging Dealers have sold
all Exchange Securities held by them and (ii) the Issuers and the Guarantors
shall make such prospectus and any amendment or supplement thereto available to
any broker-dealer for use in connection with any resale of any Exchange
Securities for a period of not less than 90 days after the consummation of the
Registered Exchange Offer.
The Indenture or the Exchange Securities Indenture, as the case may
be, shall provide that the Securities and the Exchange Securities of each series
shall vote and consent together on all matters as one class and that none of the
Securities or the Exchange Securities of a series will have the right to vote or
consent as a separate class on any matter.
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Interest on each Exchange Security of a series issued pursuant to
the Registered Exchange Offer will accrue from the last interest payment date on
which interest was paid on the Securities of such series surrendered in exchange
therefor or, if no interest has been paid on the Securities of such series, from
the Issue Date.
Each Holder participating in the Registered Exchange Offer shall be
required to represent to the Issuers and the Guarantors that at the time of the
consummation of the Registered Exchange Offer (i) any Exchange Securities
received by such Holder will be acquired in the ordinary course of business,
(ii) such Holder will have no arrangements or understanding with any person to
participate in the distribution of the Securities or the Exchange Securities
within the meaning of the Securities Act, (iii) such Holder is not an affiliate
of the Issuers or the Guarantors or, if it is such an affiliate, such Holder
will comply with the registration and prospectus delivery requirements of the
Securities Act to the extent applicable, (iv) if such Holder is not a
broker-dealer, that it is not engaged in, and does not intend to engage in, the
distribution of the Exchange Securities and (v) if such Holder is a
broker-dealer, that it will receive Exchange Securities for its own account in
exchange for Securities that were acquired as a result of market-making
activities or other trading activities and that it will be required to
acknowledge that it will deliver a prospectus in connection with any resale of
such Exchange Securities.
Notwithstanding any other provisions hereof, the Issuers and the
Guarantors will ensure that (i) any Exchange Offer Registration Statement and
any amendment thereto and any prospectus forming part thereof and any supplement
thereto complies in all material respects with the Securities Act and the rules
and regulations of the Commission thereunder, (ii) any Exchange Offer
Registration Statement and any amendment thereto does not, when it becomes
effective, contain an untrue statement of a material fact or omit to state a
material fact required to be stated therein or necessary to make the statements
therein not misleading and (iii) any prospectus forming part of any Exchange
Offer Registration Statement, and any supplement to such prospectus, does not,
as of the consummation of the Registered Exchange Offer, include an untrue
statement of a material fact or omit to state a material fact necessary in order
to make the statements therein, in the light of the circumstances under which
they were made, not misleading.
2. Shelf Registration. If (i) because of any change in law or applicable
interpretations thereof by the Commission's staff the Issuers and the Guarantors
are not permitted to effect the Registered Exchange Offer as contemplated by
Section 1 hereof, or (ii) for any other reason the Registered Exchange Offer is
not consummated within 180 days after the Issue Date, or (iii) any Initial
Purchaser so requests with respect to Securities not eligible to be exchanged
for Exchange Securities in the Registered Exchange Offer and held by it
following the consummation of the Registered Exchange Offer, or (iv) any
applicable law or interpretations do not permit any Holder to participate in the
Registered Exchange Offer, or (v) any Holder that participates in the Registered
Exchange Offer does not receive freely transferable Exchange Securities in
exchange for tendered Securities, or (vi) the Issuers so elect, then the
following provisions shall apply:
(a) The Issuers and the Guarantors shall use their respective
reasonable best efforts to file as promptly as practicable (but in no event more
than 45 days after so required or
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requested pursuant to this Section 2) with the Commission, and thereafter shall
use their respective reasonable best efforts to cause to be declared effective,
a shelf registration statement on an appropriate form under the Securities Act
relating to the offer and sale of the Transfer Restricted Securities (as defined
herein) by the Holders thereof from time to time in accordance with the methods
of distribution set forth in such registration statement (hereafter, a "Shelf
Registration Statement" and, together with any Exchange Offer Registration
Statement, a "Registration Statement"); provided, however, that no Holder (other
than an Initial Purchaser) shall be entitled to have the Securities held by it
covered by such Shelf Registration Statement unless such Holder agrees in
writing to be bound by all the provisions of this Agreement applicable to such
Holder.
(b) The Issuers and the Guarantors shall use their respective
reasonable best efforts to keep the Shelf Registration Statement continuously
effective in order to permit the prospectus forming part thereof to be used by
Holders of Transfer Restricted Securities for a period of two years from the
Issue Date or such shorter period that will terminate when all the Transfer
Restricted Securities covered by the Shelf Registration Statement have been sold
pursuant thereto or are no longer restricted securities (as defined in Rule 144
under the Securities Act, or any successor rule thereof) (in any such case, such
period being called the "Shelf Registration Period"). The Issuers and the
Guarantors shall be deemed not to have used their respective reasonable best
efforts to keep the Shelf Registration Statement effective during the requisite
period if it voluntarily takes any action that would result in Holders of
Transfer Restricted Securities covered thereby not being able to offer and sell
such Transfer Restricted Securities during that period, unless such action is
required by applicable law.
(c) Notwithstanding any other provisions hereof, the Issuers and the
Guarantors will ensure that (i) any Shelf Registration Statement and any
amendment thereto and any prospectus forming part thereof and any supplement
thereto complies in all material respects with the Securities Act and the rules
and regulations of the Commission thereunder, (ii) any Shelf Registration
Statement and any amendment thereto (in either case, other than with respect to
information included therein in reliance upon or in conformity with written
information furnished to the Issuers and the Guarantors by or on behalf of any
Holder specifically for use therein (the "Holders' Information")) does not, when
it becomes effective, contain an untrue statement of a material fact or omit to
state a material fact required to be stated therein or necessary to make the
statements therein not misleading and (iii) any prospectus forming part of any
Shelf Registration Statement, and any supplement to such prospectus (in either
case, other than with respect to Holders' Information), does not include an
untrue statement of a material fact or omit to state a material fact necessary
in order to make the statements therein, in the light of the circumstances under
which they were made, not misleading.
(d) Notwithstanding anything to the contrary set forth in this
Agreement, if the Company is required to file a Shelf Registration Statement
pursuant to this Section 2, the Company may postpone or suspend the filing or
effectiveness of such Shelf Registration Statement (or any amendment or
supplements thereto) (the "Suspension Period") (i) if such action is required by
applicable law or (ii) for up to an aggregate of 60 days (but for not more than
30 consecutive days) during any consecutive 365 day period, if such action is
taken by the Company in good faith and for valid business reasons (not including
the avoidance of the Company's obligations hereunder), including the premature
disclosure of material nonpublic information which, if disclosed at such time,
would be materially harmful to the interests of the
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Company and it shareholders, so long as the Company promptly thereafter complies
with the requirements of this Section 2; provided that, in the case of (i) and
(ii), the Shelf Registration Period shall be extended by the length of the
Suspension Period. This Section 2(d) shall not affect the Company's obligations,
if any, to pay Additional Interest pursuant to Section 3 of this Agreement.
3. Additional Interest. (a) The parties hereto agree that the Holders of
Transfer Restricted Securities will suffer damages if the Issuers or the
Guarantors fail to fulfill their obligations under Section 1 or Section 2, as
applicable, and that it would not be feasible to ascertain the extent of such
damages. Accordingly, if (i) the Exchange Offer Registration Statement or the
Shelf Registration Statement, as the case may be, is not filed with the
Commission on or prior to 120 days after the Issue Date (or in the case of a
Shelf Registration Statement required to be filed in response to change in law
or the applicable interpretations of Commission's staff, if later, within 45
days after publication of the change in law or interpretation), (ii) the
Exchange Offer Registration Statement or the Shelf Registration Statement, as
the case may be, is not declared effective within 150 days after the Issue Date
(or in the case of a Shelf Registration Statement required to be filed in
response to a change in law or the applicable interpretations of Commission's
staff, if later, within 45 days after publication of the change in law or
interpretation), (iii) the Registered Exchange Offer is not consummated on or
prior to 180 days after the Issue Date, or (iv) the Shelf Registration Statement
is filed and declared effective within 150 days after the Issue Date (or in the
case of a Shelf Registration Statement required to be filed in response to a
change in law or the applicable interpretations of Commission's staff, if later,
within 45 days after publication of the change in law or interpretation) but
shall thereafter cease to be effective (at any time that the Issuers are
obligated to maintain the effectiveness thereof) without being succeeded within
90 days by an additional Registration Statement filed and declared effective
(each such event referred to in clauses (i) through (iv), a "Registration
Default"), additional cash interest ("Additional Interest") will accrue on the
Notes at the rate of 0.25% per annum from and including the date on which any
such Registration Default shall occur to but excluding the date on which (i) the
applicable Registration Statement is filed, (ii) the Exchange Offer Registration
Statement or the Shelf Registration Statement, as the case may be, is declared
effective, (iii) the Registered Exchange Offer is consummated or (iv) the Shelf
Registration Statement again becomes effective, as the case may be. Following
the cure of all Registration Defaults, the accrual of Additional Interest will
cease. As used herein, the term "Transfer Restricted Securities" means (i) each
Security until the date on which such Security has been exchanged for a freely
transferable Exchange Security in the Registered Exchange Offer, (ii) each
Security until the date on which it has been effectively registered under the
Securities Act and disposed of in accordance with the Shelf Registration
Statement or (iii) each Security until the date on which it is distributed to
the public pursuant to Rule 144 under the Securities Act or is saleable pursuant
to Rule 144(k) under the Securities Act. Notwithstanding anything to the
contrary in this Section 3(a), the Issuers and the Guarantors shall not be
required to pay Additional Interest to a Holder of Transfer Restricted
Securities if such Holder failed to comply with its obligations to make the
representations set forth in the second to last paragraph of Section 1 or failed
to provide the information required to be provided by it, if any, pursuant to
Section 4(n). The Company shall have no obligation to pay additional Additional
Interest in respect of any subsequent Registration Default so long as the
Company continues to accrue Additional Interest with respect to an earlier
Registration Default.
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(b) The Issuers and the Guarantors shall notify the Trustee and the
Paying Agent under the Indenture immediately upon the happening of each and
every Registration Default. The Issuers and the Guarantors shall pay the
Additional Interest due on the Transfer Restricted Securities by depositing with
the Paying Agent (which may not be the Company for these purposes), in trust,
for the benefit of the Holders thereof, prior to 10:00 a.m., New York City time,
on the next interest payment date specified by the Indenture and the Securities,
sums sufficient to pay the Additional Interest then due. The Additional Interest
due shall be payable on each interest payment date specified by the Indenture
and the Securities to the record holder entitled to receive the interest payment
to be made on such date. Each obligation to pay Additional Interest shall be
deemed to accrue from and including the date of the applicable Registration
Default.
(c) The parties hereto agree that the Additional Interest provided
for in this Section 3 constitutes a reasonable estimate of and is intended to
constitute the sole damages that will be suffered by Holders of Transfer
Restricted Securities by reason of the failure of (i) the Shelf Registration
Statement or the Exchange Offer Registration Statement to be filed, (ii) the
Shelf Registration Statement to be declared effective, (iii) the Shelf
Registration Statement to again become effective or (iv) the Exchange Offer
Registration Statement to be declared effective and the Registered Exchange
Offer to be consummated, in each case to the extent required by this Agreement.
4. Registration Procedures. In connection with any Registration Statement, the
following provisions shall apply:
(a) The Issuers and the Guarantors shall (i) furnish to each Initial
Purchaser, prior to the filing thereof with the Commission, a copy of the
Registration Statement and each amendment thereof and each supplement, if any,
to the prospectus included therein and shall use their reasonable best efforts
to reflect in each such document, when so filed with the Commission, such
comments as any Initial Purchaser may reasonably propose on a timely basis; (ii)
include the information set forth in Annex A hereto on the cover, in Annex B
hereto in the "Exchange Offer Procedures" section and the "Purpose of the
Exchange Offer" section and in Annex C hereto in the "Plan of Distribution"
section of the prospectus forming a part of the Exchange Offer Registration
Statement, and include the information set forth in Annex D hereto in the Letter
of Transmittal delivered pursuant to the Registered Exchange Offer; and (iii) if
requested by any Initial Purchaser, include the information required by Items
507 or 508 of Regulation S-K, as applicable, in the prospectus forming a part of
the Exchange Offer Registration Statement.
(b) The Issuers and the Guarantors shall advise each Initial
Purchaser, each Exchanging Dealer and the Holders (if applicable) and, if
requested by any such person, confirm such advice in writing (which advice
pursuant to clauses (ii)-(v) hereof shall be accompanied by an instruction to
suspend the use of the prospectus until the requisite changes have been made):
(i) when any Registration Statement and any amendment thereto has
been filed with the Commission and when such Registration Statement or any
post-effective amendment thereto has become effective;
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(ii) of any request by the Commission for amendments or supplements
to any Registration Statement or the prospectus included therein or for
additional information;
(iii) of the issuance by the Commission of any stop order suspending
the effectiveness of any Registration Statement or the initiation of any
proceedings for that purpose;
(iv) of the receipt by the Issuers of any notification with respect
to the suspension of the qualification of the Securities or the Exchange
Securities for sale in any jurisdiction or the initiation or threatening
of any proceeding for such purpose; and
(v) of the happening of any event that requires the making of any
changes in any Registration Statement or the prospectus included therein
in order that the statements therein are not misleading and do not omit to
state a material fact required to be stated therein or necessary to make
the statements therein not misleading.
(c) The Issuers and the Guarantors will make every reasonable effort
to obtain the withdrawal at the earliest possible time of any order suspending
the effectiveness of any Registration Statement.
(d) The Issuers and the Guarantors will furnish to each Holder of
Transfer Restricted Securities included within the coverage of any Shelf
Registration Statement, without charge, at least one conformed copy of such
Shelf Registration Statement and any post-effective amendment thereto, including
financial statements and schedules and, if any such Holder so requests in
writing, all exhibits thereto (including those, if any, incorporated by
reference).
(e) The Issuers and the Guarantors will, during the Shelf
Registration Period, promptly deliver to each Holder of Transfer Restricted
Securities included within the coverage of any Shelf Registration Statement,
without charge, as many copies of the prospectus (including each preliminary
prospectus) included in such Shelf Registration Statement and any amendment or
supplement thereto as such Holder may reasonably request; and the Issuers and
the Guarantors consent to the use of such prospectus or any amendment or
supplement thereto by each of the selling Holders of Transfer Restricted
Securities in connection with the offer and sale of the Transfer Restricted
Securities covered by such prospectus or any amendment or supplement thereto.
(f) The Issuers and the Guarantors will furnish to each Initial
Purchaser and each Exchanging Dealer, and to any other Holder who so requests,
without charge, at least one conformed copy of the Exchange Offer Registration
Statement and any post-effective amendment thereto, including financial
statements and schedules and, if any Initial Purchaser or Exchanging Dealer or
any such Holder so requests in writing, all exhibits thereto (including those,
if any, incorporated by reference).
(g) The Issuers and the Guarantors will, during the Exchange Offer
Registration Period or the Shelf Registration Period, as applicable, promptly
deliver to each Initial Purchaser, each Exchanging Dealer and such other persons
that are required to deliver a prospectus following the Registered Exchange
Offer, without charge, as many copies of the final
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prospectus included in the Exchange Offer Registration Statement or the Shelf
Registration Statement and any amendment or supplement thereto as such Initial
Purchaser, Exchanging Dealer or other persons may reasonably request; and the
Issuers and the Guarantors consent to the use of such prospectus or any
amendment or supplement thereto by any such Initial Purchaser, Exchanging Dealer
or other persons, as applicable, as aforesaid.
(h) Prior to the effective date of any Registration Statement, the
Issuers and the Guarantors will use their respective reasonable best efforts to
register or qualify, or cooperate with the Holders of Securities or Exchange
Securities included therein and their respective counsel in connection with the
registration or qualification of, such Securities or Exchange Securities for
offer and sale under the securities or blue sky laws of such jurisdictions as
any such Holder reasonably requests in writing and do any and all other acts or
things necessary or advisable to enable the offer and sale in such jurisdictions
of the Securities or Exchange Securities covered by such Registration Statement;
provided that the Issuers and the Guarantors will not be required to qualify
generally to do business in any jurisdiction where it is not then so qualified
or to take any action which would subject it to general service of process or to
taxation in any such jurisdiction where it is not then so subject.
(i) The Issuers and the Guarantors will cooperate with the Holders
of Securities or Exchange Securities to facilitate the timely preparation and
delivery of certificates representing Securities or Exchange Securities to be
sold pursuant to any Registration Statement free of any restrictive legends and
in such denominations and registered in such names as the Holders thereof may
request in writing prior to sales of Securities or Exchange Securities pursuant
to such Registration Statement.
(j) If any event contemplated by Section 4(b)(ii) through (v) occurs
during the period for which the Issuers and the Guarantors are required to
maintain an effective Registration Statement, the Issuers and the Guarantors
will promptly prepare and file with the Commission a post-effective amendment to
the Registration Statement or a supplement to the related prospectus or file any
other required document so that, as thereafter delivered to purchasers of the
Securities or Exchange Securities from a Holder, the prospectus will not include
an untrue statement of a material fact or omit to state a material fact
necessary in order to make the statements therein, in the light of the
circumstances under which they were made, not misleading.
(k) Not later than the effective date of the applicable Registration
Statement, the Issuers and the Guarantors will provide a CUSIP number for the
Securities and the Exchange Securities, as the case may be, and provide the
applicable trustee with printed certificates for the Securities or the Exchange
Securities, as the case may be, in a form eligible for deposit with The
Depository Trust Company.
(l) The Issuers and the Guarantors will comply with all applicable
rules and regulations of the Commission and will make generally available to its
security holders as soon as practicable after the effective date of the
applicable Registration Statement an earning statement satisfying the provisions
of Section 11(a) of the Securities Act; provided that in no event shall such
earning statement be delivered later than 45 days after the end of a 12-month
period (or 90 days, if such period is a fiscal year) beginning with the first
month of the Issuers' or
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the Guarantors' first fiscal quarter commencing after the effective date of the
applicable Registration Statement, which statement shall cover such 12-month
period.
(m) The Issuers and the Guarantors will cause the Indenture or the
Exchange Securities Indenture, as the case may be, to be qualified under the
Trust Indenture Act as required by applicable law in a timely manner.
(n) The Issuers and the Guarantors may require each Holder of
Transfer Restricted Securities to be registered pursuant to any Shelf
Registration Statement to furnish to the Issuers and the Guarantors such
information concerning the Holder and the distribution of such Transfer
Restricted Securities as the Issuers and the Guarantors may from time to time
reasonably require for inclusion in such Shelf Registration Statement, and the
Issuers and the Guarantors may exclude from such registration the Transfer
Restricted Securities of any Holder that fails to furnish such information
within a reasonable time after receiving such request.
(o) In the case of a Shelf Registration Statement, each Holder of
Transfer Restricted Securities to be registered pursuant thereto agrees by
acquisition of such Transfer Restricted Securities that, upon receipt of any
notice from the Issuers or the Guarantors pursuant to Section 4(b)(ii) through
(v), such Holder will discontinue disposition of such Transfer Restricted
Securities until such Holder's receipt of copies of the supplemental or amended
prospectus contemplated by Section 4(j) or until advised in writing (the
"Advice") by the Issuers and the Guarantors that the use of the applicable
prospectus may be resumed. If the Issuers or the Guarantors shall give any
notice under Section 4(b)(ii) through (v) during the period that the Issuers and
the Guarantors are required to maintain an effective Registration Statement (the
"Effectiveness Period"), such Effectiveness Period shall be extended by the
number of days during such period from and including the date of the giving of
such notice to and including the date when each seller of Transfer Restricted
Securities covered by such Registration Statement shall have received (x) the
copies of the supplemental or amended prospectus contemplated by Section 4(j)
(if an amended or supplemental prospectus is required) or (y) the Advice (if no
amended or supplemental prospectus is required).
(p) In the case of a Shelf Registration Statement, the Issuers and
the Guarantors shall enter into such customary agreements (including, if
requested, an underwriting agreement in customary form) and take all such other
action, if any, as Holders of a majority in aggregate principal amount of the
Securities and Exchange Securities being sold or the managing underwriters (if
any) shall reasonably request in order to facilitate any disposition of
Securities or Exchange Securities pursuant to such Shelf Registration Statement.
(q) In the case of a Shelf Registration Statement, the Issuers and
the Guarantors shall (subject to entering into customary confidentiality
agreements) (i) make reasonably available for inspection by a representative of,
and Special Counsel (as defined below) acting for, Holders of a majority in
aggregate principal amount of the Securities and Exchange Securities being sold
and any underwriter participating in any disposition of Securities or Exchange
Securities pursuant to such Shelf Registration Statement, all relevant financial
and other records, pertinent corporate documents and properties of the Issuers
and the Guarantors and their respective subsidiaries and (ii) use their
reasonable best efforts to have their respective officers, directors, employees,
accountants and counsel supply all relevant information
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reasonably requested by such representative, Special Counsel or any such
underwriter (an "Inspector") in connection with such Shelf Registration
Statement.
(r) In the case of a Shelf Registration Statement, the Issuers and
the Guarantors shall, if requested by Holders of a majority in aggregate
principal amount of the Securities and Exchange Securities being sold, their
Special Counsel or the managing underwriters (if any) in connection with such
Shelf Registration Statement, use their reasonable best efforts to cause (i)
their counsel to deliver an opinion relating to the Shelf Registration Statement
and the Securities or Exchange Securities, as applicable, in customary form,
(ii) their officers to execute and deliver all customary documents and
certificates requested by Holders of a majority in aggregate principal amount of
the Securities and Exchange Securities being sold, their Special Counsel or the
managing underwriters (if any) and (iii) their independent public accountants to
provide a comfort letter in customary form, subject to receipt of appropriate
documentation as contemplated, and only if permitted, by Statement of Auditing
Standards No. 72.
5. Registration Expenses. The Issuers and the Guarantors will bear all expenses
incurred in connection with the performance of their respective obligations
under Sections 1, 2, 3 and 4 and the Issuers and the Guarantors will reimburse
the Initial Purchasers and the Holders for the reasonable fees and disbursements
of one firm of attorneys (in addition to any local counsel) chosen by the
Holders of a majority in aggregate principal amount of the Securities and the
Exchange Securities to be sold pursuant to each Registration Statement (the
"Special Counsel") acting for the Initial Purchasers or Holders in connection
therewith.
6. Indemnification. (a) In the event of a Shelf Registration Statement or in
connection with any prospectus delivery pursuant to an Exchange Offer
Registration Statement by an Initial Purchaser or Exchanging Dealer, as
applicable, each of the Issuers and each Significant Guarantor shall, jointly
and severally, indemnify and hold harmless each Holder (including, without
limitation, any such Initial Purchaser or Exchanging Dealer), its affiliates,
their respective officers, directors, employees, representatives and agents, and
each person, if any, who controls such Holder within the meaning of the
Securities Act or the Exchange Act (collectively referred to for purposes of
this Section 6(a) and Section 7 as a Holder) from and against any loss, claim,
damage or liability, joint or several, or any action in respect thereof
(including, without limitation, any loss, claim, damage, liability or action
relating to purchases and sales of Securities or Exchange Securities), to which
that Holder may become subject, whether commenced or threatened, under the
Securities Act, the Exchange Act, any other federal or state statutory law or
regulation, at common law or otherwise, insofar as such loss, claim, damage,
liability or action arises out of, or is based upon, (i) any untrue statement or
alleged untrue statement of a material fact contained in any such Registration
Statement or any prospectus forming part thereof or in any amendment or
supplement thereto or (ii) the omission or alleged omission to state therein a
material fact required to be stated therein or necessary in order to make the
statements therein, in the light of the circumstances under which they were
made, not misleading, and shall reimburse each Holder promptly upon demand for
any legal or other expenses reasonably incurred by that Holder in connection
with investigating or defending or preparing to defend against or appearing as a
third party witness in connection with any such loss, claim, damage, liability
or action as such expenses are incurred; provided, however, that neither the
Issuers nor the Significant Guarantors shall be liable in any such case to the
extent
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that any such loss, claim, damage, liability or action arises out of, or is
based upon, an untrue statement or alleged untrue statement in or omission or
alleged omission from any of such documents in reliance upon and in conformity
with any Holders' Information; and provided, further, that with respect to any
such untrue statement in or omission from any related preliminary prospectus,
the indemnity agreement contained in this Section 6(a) shall not inure to the
benefit of any Holder from whom the person asserting any such loss, claim,
damage, liability or action received Securities or Exchange Securities to the
extent that such loss, claim, damage, liability or action of or with respect to
such Holder results from the fact that both (A) a copy of the final prospectus
was not sent or given to such person at or prior to the written confirmation of
the sale of such Securities or Exchange Securities to such person and (B) the
untrue statement in or omission from the related preliminary prospectus was
corrected in the final prospectus unless, in either case, such failure to
deliver the final prospectus was a result of non-compliance by the Issuers or
the Guarantors with Section 4(d), 4(e), 4(f) or 4(g).
(b) In the event of a Shelf Registration Statement, each Holder
shall indemnify and hold harmless each of the Issuers and each Significant
Guarantor, their respective affiliates, their respective officers, directors,
employees, representatives and agents, and each person, if any, who controls
either of the Issuers or any Guarantor within the meaning of the Securities Act
or the Exchange Act (collectively referred to for purposes of this Section 6(b)
and Section 7 as the Company Indemnified Parties), from and against any loss,
claim, damage or liability, joint or several, or any action in respect thereof,
to which the Company Indemnified Parties may become subject, whether commenced
or threatened, under the Securities Act, the Exchange Act, any other federal or
state statutory law or regulation, at common law or otherwise, insofar as such
loss, claim, damage, liability or action arises out of, or is based upon, (i)
any untrue statement or alleged untrue statement of a material fact contained in
any such Registration Statement or any prospectus forming part thereof or in any
amendment or supplement thereto or (ii) the omission or alleged omission to
state therein a material fact required to be stated therein or necessary in
order to make the statements therein, in the light of the circumstances under
which they were made, not misleading, but in each case only to the extent that
the untrue statement or alleged untrue statement or omission or alleged omission
was made in reliance upon and in conformity with any Holders' Information
furnished to the Issuers and the Guarantors by such Holder, and shall reimburse
the Company Indemnified Parties for any legal or other expenses reasonably
incurred by the Company Indemnified Parties in connection with investigating or
defending or preparing to defend against or appearing as a third party witness
in connection with any such loss, claim, damage, liability or action as such
expenses are incurred; provided, however, that no such Holder shall be liable
for any indemnity claims hereunder in excess of the amount of net proceeds
received by such Holder from the sale of Securities or Exchange Securities
pursuant to such Shelf Registration Statement.
(c) Promptly after receipt by an indemnified party under this
Section 6 of notice of any claim or the commencement of any action, the
indemnified party shall, if a claim in respect thereof is to be made against the
indemnifying party pursuant to Section 6(a) or 6(b), notify the indemnifying
party in writing of the claim or the commencement of that action; provided,
however, that the failure to notify the indemnifying party shall not relieve it
from any liability which it may have under this Section 6 except to the extent
that it has been materially prejudiced (through the forfeiture of substantive
rights or defenses) by such failure; and provided, further, that the failure to
notify the indemnifying party shall not relieve it from any
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liability which it may have to an indemnified party otherwise than under this
Section 6. If any such claim or action shall be brought against an indemnified
party, and it shall notify the indemnifying party thereof, the indemnifying
party shall be entitled to participate therein and, to the extent that it
wishes, jointly with any other similarly notified indemnifying party, to assume
the defense thereof with counsel reasonably satisfactory to the indemnified
party. After notice from the indemnifying party to the indemnified party of its
election to assume the defense of such claim or action, the indemnifying party
shall not be liable to the indemnified party under this Section 6 for any legal
or other expenses subsequently incurred by the indemnified party in connection
with the defense thereof other than the reasonable costs of investigation;
provided, however, that an indemnified party shall have the right to employ its
own counsel in any such action, but the fees, expenses and other charges of such
counsel for the indemnified party will be at the expense of such indemnified
party unless (1) the employment of counsel by the indemnified party has been
authorized in writing by the indemnifying party, (2) the indemnified party has
reasonably concluded (based upon advice of counsel to the indemnified party)
that there may be legal defenses available to it or other indemnified parties
that are different from or in addition to those available to the indemnifying
party, (3) a conflict or potential conflict exists (based upon advice of counsel
to the indemnified party) between the indemnified party and the indemnifying
party (in which case the indemnifying party will not have the right to direct
the defense of such action on behalf of the indemnified party) or (4) the
indemnifying party has not in fact employed counsel reasonably satisfactory to
the indemnified party to assume the defense of such action within a reasonable
time after receiving notice of the commencement of the action, in each of which
cases the reasonable fees, disbursements and other charges of counsel will be at
the expense of the indemnifying party or parties. It is understood that the
indemnifying party or parties shall not, in connection with any proceeding or
related proceedings in the same jurisdiction, be liable for the reasonable fees,
disbursements and other charges of more than one separate firm of attorneys (in
addition to any local counsel) at any one time for all such indemnified party or
parties. Each indemnified party, as a condition of the indemnity agreements
contained in Sections 6(a) and 6(b), shall use all reasonable efforts to
cooperate with the indemnifying party in the defense of any such action or
claim. No indemnifying party shall be liable for any settlement of any such
action effected without its written consent (which consent shall not be
unreasonably withheld), but if settled with its written consent or if there be a
final judgment for the plaintiff in any such action, the indemnifying party
agrees to indemnify and hold harmless any indemnified party from and against any
loss or liability by reason of such settlement or judgment. No indemnifying
party shall, without the prior written consent of the indemnified party (which
consent shall not be unreasonably withheld), effect any settlement of any
pending or threatened proceeding in respect of which any indemnified party is or
could have been a party and indemnity could have been sought hereunder by such
indemnified party, unless such settlement includes an unconditional release of
such indemnified party from all liability on claims that are the subject matter
of such proceeding.
7. Contribution. If the indemnification provided for in Section 6 is unavailable
or insufficient to hold harmless an indemnified party under Section 6(a) or
6(b), then each indemnifying party shall, in lieu of indemnifying such
indemnified party, contribute to the amount paid or payable by such indemnified
party as a result of such loss, claim, damage or liability, or action in respect
thereof, (i) in such proportion as shall be appropriate to reflect the relative
benefits received by the Issuers and the Guarantors from the offering and sale
of the Securities, on the one hand, and a Holder with respect to the sale by
such Holder of Securities or
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Exchange Securities, on the other, or (ii) if the allocation provided by clause
(i) above is not permitted by applicable law, in such proportion as is
appropriate to reflect not only the relative benefits referred to in clause (i)
above but also the relative fault of the Issuers and the Guarantors on the one
hand and such Holder on the other with respect to the statements or omissions
that resulted in such loss, claim, damage or liability, or action in respect
thereof, as well as any other relevant equitable considerations. The relative
benefits received by the Issuers and the Guarantors on the one hand and a Holder
on the other with respect to such offering and such sale shall be deemed to be
in the same proportion as the total net proceeds from the offering of the
Securities (before deducting expenses) received by or on behalf of the Issuers
and the Guarantors as set forth in the table on the cover of the Offering
Memorandum, on the one hand, bear to the total proceeds received by such Holder
with respect to its sale of Securities or Exchange Securities, on the other. The
relative fault shall be determined by reference to, among other things, whether
the untrue or alleged untrue statement of a material fact or the omission or
alleged omission to state a material fact relates to the Issuers and the
Guarantors or information supplied by the Issuers and the Guarantors on the one
hand or to any Holders' Information supplied by such Holder on the other, the
intent of the parties and their relative knowledge, access to information and
opportunity to correct or prevent such untrue statement or omission. The parties
hereto agree that it would not be just and equitable if contributions pursuant
to this Section 7 were to be determined by pro rata allocation or by any other
method of allocation that does not take into account the equitable
considerations referred to herein. The amount paid or payable by an indemnified
party as a result of the loss, claim, damage or liability, or action in respect
thereof, referred to above in this Section 7 shall be deemed to include, for
purposes of this Section 7, any legal or other expenses reasonably incurred by
such indemnified party in connection with investigating or defending or
preparing to defend any such action or claim. Notwithstanding the provisions of
this Section 7, an indemnifying party that is a Holder of Securities or Exchange
Securities shall not be required to contribute any amount in excess of the
amount by which the total price at which the Securities or Exchange Securities
sold by such indemnifying party to any purchaser exceeds the amount of any
damages which such indemnifying party has otherwise paid or become liable to pay
by reason of any untrue or alleged untrue statement or omission or alleged
omission. No person guilty of fraudulent misrepresentation (within the meaning
of Section 11(f) of the Securities Act) shall be entitled to contribution from
any person who was not guilty of such fraudulent misrepresentation.
8. Rules 144 and 144A. The Issuers and the Guarantors shall use their respective
reasonable best efforts to file the reports required to be filed by it under the
Securities Act and the Exchange Act in a timely manner and, if at any time the
Issuers and the Guarantors are not required to file such reports, they will,
upon the written request of any Holder of Transfer Restricted Securities, make
publicly available other information so long as necessary to permit sales of
such Holder's securities pursuant to Rules 144 and 144A. The Issuers and the
Guarantors covenant that they will take such further action as any Holder of
Transfer Restricted Securities may reasonably request, all to the extent
required from time to time to enable such Holder to sell Transfer Restricted
Securities without registration under the Securities Act within the limitation
of the exemptions provided by Rules 144 and 144A (including, without limitation,
the requirements of Rule 144A(d)(4)). Upon the written request of any Holder of
Transfer Restricted Securities, the Issuers and the Guarantors shall deliver to
such Holder a written statement as to whether they have complied with such
requirements. Notwithstanding the foregoing, nothing in this Section 8 shall be
deemed to require the Issuers and the Guarantors to
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15
register any of their securities pursuant to the Exchange Act nor shall they be
deemed to require any Guarantor to file reports with the Commission or make
public any information that it would not be required by law to file or make
available.
9. Underwritten Registrations. If any of the Transfer Restricted Securities
covered by any Shelf Registration Statement are to be sold in an underwritten
offering, the investment banker or investment bankers and manager or managers
that will administer the offering will be selected by the Holders of a majority
in aggregate principal amount of such Transfer Restricted Securities included in
such offering, subject to the consent of the Issuers and the Guarantors (which
shall not be unreasonably withheld or delayed), and such Holders shall be
responsible for all underwriting commissions and discounts in connection
therewith.
No person may participate in any underwritten registration hereunder
unless such person (i) agrees to sell such person's Transfer Restricted
Securities on the basis reasonably provided in any underwriting arrangements
approved by the persons entitled hereunder to approve such arrangements and (ii)
completes and executes all questionnaires, powers of attorney, indemnities,
underwriting agreements and other documents reasonably required under the terms
of such underwriting arrangements.
1. Miscellaneous. (a) Amendments and Waivers. The provisions of this Agreement
may not be amended, modified or supplemented, and waivers or consents to
departures from the provisions hereof may not be given, unless the Issuers and
the Guarantors have obtained the written consent of Holders of a majority in
aggregate principal amount of the Securities and the Exchange Securities, taken
as a single class. Notwithstanding the foregoing, a waiver or consent to depart
from the provisions hereof with respect to a matter that relates exclusively to
the rights of Holders whose Securities or Exchange Securities are being sold
pursuant to a Registration Statement and that does not directly or indirectly
affect the rights of other Holders may be given by Holders of a majority in
aggregate principal amount of the Securities and the Exchange Securities being
sold by such Holders pursuant to such Registration Statement.
(b) Notices. All notices and other communications provided for or
permitted hereunder shall be made in writing by hand-delivery, first-class mail,
telecopier or air courier guaranteeing next-day delivery:
(i) if to a Holder, at the most current address given by such Holder to
the Issuers in accordance with the provisions of this Section 10(b),
which address initially is, with respect to each Holder, the address of
such Holder maintained by the Registrar under the Indenture, with a
copy in like manner to Chase Securities Inc., Bear, ▇▇▇▇▇▇▇ & Co. Inc.,
BNY Capital Markets, Inc., and Nationsbanc ▇▇▇▇▇▇▇▇▇▇ Securities LLC at
its address set forth on Annex E hereto;
(ii) if to an Initial Purchaser, initially at its address set forth in
the Purchase Agreement; and
(iii) if to the Issuers or the Guarantors, initially at the address of
the Issuers and the Guarantors set forth in the Purchase Agreement.
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All such notices and communications shall be deemed to have been
duly given: when delivered by hand, if personally delivered; one business day
after being delivered to a next-day air courier; five business days after being
deposited in the mail; and when receipt is acknowledged by the recipient's
telecopier machine, if sent by telecopier.
(c) Successors And Assigns. This Agreement shall be binding upon the
Issuers, the Guarantors and their respective successors and assigns.
(d) Counterparts. This Agreement may be executed in any number of
counterparts (which may be delivered in original form or by telecopier) and by
the parties hereto in separate counterparts, each of which when so executed
shall be deemed to be an original and all of which taken together shall
constitute one and the same agreement.
(e) Definition of Terms. For purposes of this Agreement, (a) the
term "business day" means any day on which the New York Stock Exchange, Inc. is
open for trading, (b) the term "subsidiary" has the meaning set forth in Rule
405 under the Securities Act and (c) except where otherwise expressly provided,
the term "affiliate" has the meaning set forth in Rule 405 under the Securities
Act.
(f) Headings. The headings in this Agreement are for convenience of
reference only and shall not limit or otherwise affect the meaning hereof.
(g) Governing Law. This Agreement shall be governed by and construed
in accordance with the laws of the State of New York.
(h) Remedies. In the event of a breach by the Issuers and/or the
Guarantors, on the one hand, or by any Holder, on the other hand, of any of
their obligations under this Agreement, each Holder or the Issuers or the
Guarantors, as the case may be, in addition to being entitled to exercise all
rights granted by law, including recovery of damages (other than the recovery of
damages for a breach by the Issuers and/or the Guarantors of their obligations
under Sections 1 or 2 hereof for which liquidated damages have been paid
pursuant to Section 3 hereof), will be entitled to specific performance of its
rights under this Agreement. The Issuers, the Guarantors and each Holder agree
that monetary damages would not be adequate compensation for any loss incurred
by reason of a breach by it of any of the provisions of this Agreement and
hereby further agree that, in the event of any action for specific performance
in respect of such breach, it shall waive the defense that a remedy at law would
be adequate.
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(i) No Inconsistent Agreements. Each of the Issuers and each of the
Guarantors represents, warrants and agrees that (i) it has not entered into,
shall not, on or after the date of this Agreement, enter into any agreement that
is inconsistent with the rights granted to the Holders in this Agreement or
otherwise conflicts with the provisions hereof, (ii) it has not previously
entered into any agreement which remains in effect granting any registration
rights with respect to any of its debt securities to any person and (iii)
without limiting the generality of the foregoing, without the written consent of
the Holders of a majority in aggregate principal amount of the then outstanding
Transfer Restricted Securities, it shall not grant to any person the right to
request it to register any of its debt securities under the Securities Act
unless the rights so granted are not in conflict or inconsistent with the
provisions of this Agreement.
(j) No Piggyback on Registrations. Neither the Issuers, the
Guarantors nor any of their security holders (other than the Holders of Transfer
Restricted Securities in such capacity) shall have the right to include any debt
securities of the Issuers and the Guarantors in any Shelf Registration or
Registered Exchange Offer other than Transfer Restricted Securities; provided
that this shall not prevent the Issuers from registering any other debt
securities by a shelf registration statement or other registration statement.
(k) Severability. The remedies provided herein are cumulative and
not exclusive of any remedies provided by law. If any term, provision, covenant
or restriction of this Agreement is held by a court of competent jurisdiction to
be invalid, illegal, void or unenforceable, the remainder of the terms,
provisions, covenants and restrictions set forth herein shall remain in full
force and effect and shall in no way be affected, impaired or invalidated, and
the parties hereto shall use their reasonable best efforts to find and employ an
alternative means to achieve the same or substantially the same result as that
contemplated by such term, provision, covenant or restriction. It is hereby
stipulated and declared to be the intention of the parties that they would have
executed the remaining terms, provisions, covenants and restrictions without
including any of such that may be hereafter declared invalid, illegal, void or
unenforceable.
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Please confirm that the foregoing correctly sets forth the agreement among
the Issuers, the Guarantors and the Initial Purchasers.
Very truly yours,
USA NETWORKS, INC.
By /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇
_________________________________
Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇
Title: Senior Vice President and
General Counsel
USANi LLC
By /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇
_________________________________
Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇
Title: Senior Vice President and
General Counsel
NEW-U STUDIOS, INC.
By /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇
_________________________________
Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇
Title: Senior Vice President and
General Counsel
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STUDIOS USA TELEVISION LLC
STUDIOS USA FIRST RUN TELEVISION LLC
STUDIOS USA PICTURES LLC
STUDIOS USA TALK PRODUCTIONS LLC
STUDIOS USA TELEVISION TALK LLC
STUDIOS USA PICTURES DEVELOPMENT LLC
STUDIOS USA TELEVISION DISTRIBUTION LLC
NEW-U PICTURES FACILITIES LLC
STUDIOS USA TALK VIDEO LLC
STUDIOS USA DEVELOPMENT LLC
STUDIOS USA TALK VIDEO LLC
By /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇
_________________________________
Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇
Title: Assistant Secretary
USAi SUB, INC.
By /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇
_________________________________
Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇
Title: Vice President and Secretary
USA BROADCASTING, INC.
USA STATION GROUP, INC.
USA STATION GROUP OF HOUSTON, INC.
USA STATION GROUP OF DALLAS, INC.
USA STATION GROUP OF ILLINOIS, INC.
USA STATION GROUP OF MASSACHUSETTS, INC.
USA STATION GROUP OF NEW JERSEY, INC.
USA STATION GROUP OF OHIO, INC.
USA STATION GROUP OF VINELAND, INC.
USA STATION GROUP OF ATLANTA, INC.
USA STATION GROUP OF VIRGINIA, INC.
USA STATION GROUP OF SOUTHERN CALIFORNIA, INC.
USA STATION GROUP OF TAMPA, INC.
USA STATION GROUP OF HOLLYWOOD FLORIDA, INC.
USA STATION GROUP OF NORTHERN CALIFORNIA, INC.
SILVER KING INVESTMENT HOLDINGS, INC.
SILVER KING CAPITAL CORPORATION
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TELEMATION, INC.
USA BROADCASTING PRODUCTIONS, INC.
USA STATION GROUP PARTNERSHIP OF DALLAS
USA STATION GROUP PARTNERSHIP OF HOUSTON
USA STATION GROUP PARTNERSHIP OF ILLINOIS
USA STATION GROUP PARTNERSHIP OF
MASSACHUSETTS
USA STATION GROUP PARTNERSHIP OF
NEW JERSEY
USA STATION GROUP PARTNERSHIP OF OHIO
USA STATION GROUP PARTNERSHIP OF VINELAND
SKMD BROADCASTING PARTNERSHIP
USA STATION GROUP PARTNERSHIP OF SOUTHERN
CALIFORNIA
USA STATION GROUP PARTNERSHIP OF TAMPA
USA STATION GROUP PARTNERSHIP OF
HOLLYWOOD, FLORIDA
By /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇
______________________________________
Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇
Title: Vice President and Secretary
MIAMI, USA BROADCASTING PRODUCTIONS, INC.
MIAMI, USA BROADCASTING STATION PRODUCTIONS, INC.
By /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇
______________________________________
Name:▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇
Title:Vice President
SK HOLDINGS, INC.
By /s/ ▇. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
______________________________________
Name: ▇. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
Title: Secretary
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HOME SHOPPING NETWORK, INC.
USANi SUB LLC
HOME SHOPPING CLUP LP
NATIONAL CALL CENTER LP
INTERNET SHOPPING NETWORK LLC
HSN CAPITAL LLC
HSN FULFILLMENT LLC
HSN REALTY LLC
HSN OF NEVADA LLC
NEW-U STUDIOS HOLDINGS, INC.
HSN HOLDINGS, INC.
HSN GENERAL PARTNER LLC
USA NETWORKS PARTNER LLC
USA NETWORKS HOLDINGS, INC.
By /s/ ▇. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
______________________________________
Name: ▇. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
Title: Assistant Secretary
USA NETWORKS (NEW YORK GENERAL PARTNERSHIP)
By USANi Sub LLC, its General Partner
By /s/ ▇. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
______________________________________
Name: ▇. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
Title: Assistant Secretary
STUDIOS USA LLC
By /s/ ▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇
______________________________________
Name: ▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇
Title: Executive Vice President
TICKETMASTER GROUP, INC.
TICKETMASTER TICKETING CO., INC.
TICKETMASTER CORPORATION
By /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
______________________________________
Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Title: Chief Operating Officer
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Accepted:
CHASE SECURITIES INC.
By /s/ ▇▇▇▇ ▇▇▇▇▇▇
____________________________
Authorized Signatory
BEAR, ▇▇▇▇▇▇▇ & CO. INC.
By /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
____________________________
Authorized Signatory
BNY CAPITAL MARKETS, INC.
By /s/ ▇▇▇▇ ▇. ▇▇▇
____________________________
Authorized Signatory
NATIONSBANC ▇▇▇▇▇▇▇▇▇▇ SECURITIES LLC
By /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
____________________________
Authorized Signatory
23
1
SCHEDULE 1
List of Guarantors
Name Jurisdiction Address
Home Shopping Network, Inc. Delaware *
USANi Sub LLC Delaware *
USAi Sub, Inc. Delaware *
Home Shopping Club, LP Delaware *
National Call Center LP Delaware *
Internet Shopping Network LLC Delaware *
HSN Capital LLC Delaware *
HSN Fulfillment LLC Delaware *
HSN Realty LLC Delaware *
HSN of Nevada LLC Delaware *
New-U Studios Holdings, Inc. Delaware *
HSN Holdings, Inc. Delaware *
USA Networks Holdings, Inc. Delaware *
New-U Studios, Inc. Delaware *
HSN General Partner LLC Delaware *
Studios USA LLC Delaware *
USA Networks Partner LLC Delaware *
USA Networks (New York New York *
General Partnership)
Studios USA Television LLC Delaware *
Studios USA First Run Television LLC Delaware *
Studios USA Pictures LLC Delaware *
Studios USA Development LLC Delaware *
Studios USA Talk Productions, LLC Delaware *
Studios USA Television Talk LLC Delaware *
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2
Studios USA Pictures Development LLC Delaware *
Studios USA Television Distribution LLC Delaware *
Studios USA Talk Video LLC Delaware *
New-U Pictures Facilities LLC Delaware *
SK Holdings, Inc. Delaware *
USA Broadcasting, Inc. Delaware *
USA Station Group of Houston, Inc. Delaware *
Silver King Capital Corporation, Inc. Delaware *
USA Station Group of Dallas, Inc. Delaware *
USA Station Group of Illinois, Inc. Delaware *
USA Station Group of Massachusetts, Delaware *
Inc.
USA Station Group of New Jersey, Inc Delaware *
USA Station Group of Ohio, Inc. Delaware *
USA Station Group of Vineland, Inc. Delaware *
USA Station Group of Atlanta, Inc. Delaware *
USA Station Group of Delaware *
Southern California, Inc.
USA Station Group of Virginia, Inc. Delaware *
USA Station Group of Tampa, Inc. Delaware *
USA Station Group of Delaware *
Hollywood, Florida, Inc.
Telemation, Inc. Delaware *
USA Station Group of Northern Delaware *
California, Inc.
USA Station Group, Inc. Delaware *
USA Broadcasting Productions, Inc. Delaware *
Miami, USA Broadcasting Productions, Florida *
Inc.
Miami, USA Broadcasting Florida *
Station Productions, Inc.
Silver King Investment Holdings, Inc. Delaware *
SKC Investments, Inc. Delaware *
25
3
Partnership of Dallas Delaware General *
Partnership
USA Station Group Partnership of Delaware General *
Houston Partnership
USA Station Group Partnership of Delaware *
Illinois General
Partnership
USA Station Group Partnership Delaware *
of Massachusetts General
Partnership
USA Station Group Partnership of Delaware *
New Jersey General
Partnership
USA Station Group Partnership of Ohio Delaware *
General
Partnership
USA Station Group Partnership of Delaware *
Vineland General
Partnership
SKMD Broadcasting Partnership Delaware *
General
Partnership
USA Station Group Partnership Delaware *
of Southern California General
Partnership
USA Station Group Partnership of Tampa Delaware *
General
Partnership
USA Station Group Partnership Delaware *
of Hollywood, Florida General
Partnership
Ticketmaster Group, Inc. Illinois *
Ticketmaster Corporation Illinois *
Ticketmaster Ticketing Co., Inc. Delaware *
*The address for every entity is:
c/o USA Networks, Inc.
Carnegie Hill Tower
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26
1
ANNEX A
Each broker-dealer that receives Exchange Securities for its own account
pursuant to the Registered Exchange Offer must acknowledge that it will deliver
a prospectus in connection with any resale of such Exchange Securities. The
Letter of Transmittal states that by so acknowledging and by delivering a
prospectus, a broker-dealer will not be deemed to admit that it is an
"underwriter" within the meaning of the Securities Act. This Prospectus, as it
may be amended or supplemented from time to time, may be used by a broker-dealer
in connection with resales of Exchange Securities received in exchange for
Securities where such Securities were acquired by such broker-dealer as a result
of market-making activities or other trading activities. The Issuers have agreed
that, for a period of 90 days after the consummation of the Registered Exchange
Offer, it will make this Prospectus available to any broker-dealer for use in
connection with any such resale.
See "Plan of Distribution."
27
ANNEX B
Each broker-dealer that receives Exchange Securities for its own account
in exchange for Securities, where such Securities were acquired by such
broker-dealer as a result of market-making activities or other trading
activities, must acknowledge that it will deliver a prospectus in connection
with any resale of such Exchange Securities. See "Plan of Distribution."
28
ANNEX C
PLAN OF DISTRIBUTION
Each broker-dealer that receives Exchange Securities for its own account
pursuant to the Registered Exchange Offer must acknowledge that it will deliver
a prospectus in connection with any resale of such Exchange Securities. This
Prospectus, as it may be amended or supplemented from time to time, may be used
by a broker-dealer in connection with resales of Exchange Securities received in
exchange for Securities where such Securities were acquired as a result of
market-making activities or other trading activities. The Issuers and the
Guarantors have agreed that, for a period of 90 days after the consummation of
the Registered Exchange Offer, it will make this prospectus, as amended or
supplemented, available to any broker-dealer for use in connection with any such
resale. In addition, until _______________, 1999, all dealers effecting
transactions in the Exchange Securities may be required to deliver a
prospectus.(1)
Neither the Issuers nor the Guarantors will receive any proceeds from any
sale of Exchange Securities by broker-dealers. Exchange Securities received by
broker-dealers for their own account pursuant to the Registered Exchange Offer
may be sold from time to time in one or more transactions in the
over-the-counter market, in negotiated transactions, through the writing of
options on the Exchange Securities or a combination of such methods of resale,
at market prices prevailing at the time of resale, at prices related to such
prevailing market prices or at negotiated prices. Any such resale may be made
directly to purchasers or to or through brokers or dealers who may receive
compensation in the form of commissions or concessions from any such
broker-dealer or the purchasers of any such Exchange Securities. Any
broker-dealer that resells Exchange Securities that were received by it for its
own account pursuant to the Registered Exchange Offer and any broker or dealer
that participates in a distribution of such Exchange Securities may be deemed to
be an "underwriter" within the meaning of the Securities Act and any profit on
any such resale of Exchange Securities and any commission or concessions
received by any such persons may be deemed to be underwriting compensation under
the Securities Act. The Letter of Transmittal states that, by acknowledging that
it will deliver and by delivering a prospectus, a broker-dealer
--------
(1) In addition, the legend required by Item 502(e) of Regulation S-K will
appear on the back cover page of the Registered Exchange Offer prospectus.
29
will not be deemed to admit that it is an "underwriter" within the meaning of
the Securities Act.
For a period of 90 days after the Expiration Date the Issuers and the
Guarantors will promptly send additional copies of this Prospectus and any
amendment or supplement to this Prospectus to any broker-dealer that requests
such documents in the Letter of Transmittal. The Issuers and the Guarantors have
agreed to pay all expenses incident to the Registered Exchange Offer (including
the expenses of one counsel for the Holders of the Securities) other than
commissions or concessions of any broker-dealers and will indemnify the Holders
of the Securities (including any broker-dealers) against certain liabilities,
including liabilities under the Securities Act.
30
ANNEX D
- CHECK HERE IF YOU ARE A BROKER-DEALER AND WISH TO RECEIVE 10 ADDITIONAL
COPIES OF THE PROSPECTUS AND 10 COPIES OF ANY AMENDMENTS OR SUPPLEMENTS THERETO.
Name:
Address:
If the undersigned is not a broker-dealer, the undersigned represents that it is
not engaged in, and does not intend to engage in, a distribution of Exchange
Securities. If the undersigned is a broker-dealer that will receive Exchange
Securities for its own account in exchange for Securities that were acquired as
a result of market-making activities or other trading activities, it
acknowledges that it will deliver a prospectus in connection with any resale of
such Exchange Securities; however, by so acknowledging and by delivering a
prospectus, the undersigned will not be deemed to admit that it is an
"underwriter" within the meaning of the Securities Act.
31
1
ANNEX E
Chase Securities, Inc.
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Attention: Legal Department
Bear ▇▇▇▇▇▇▇ & Co. Inc.
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Attention: Legal Department
The Bank of New York
Legal Department, 15th floor
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Attention: Legal Department
Nationsbanc ▇▇▇▇▇▇▇▇▇▇ Securities LLC
NC1-007-20-01
NationsBank Corporate Center
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Attention: Legal Department
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