Exhibit 10.12


 


JOINT FILING
AGREEMENT


 


JOINT FILING AGREEMENT, dated as of
September 17, 2003, by and among Liberty Media Corporation, a Delaware
corporation (“Liberty”), QVC, Inc., a Delaware corporation (“QVC”), QK
Holdings, Inc., a Delaware corporation (“QK”), and Interactive Technology
Holdings, L.L.C., a Delaware limited liability company (“ITH” and together with
Liberty, QVC and QK, the “Liberty Reporting Persons”).


 


WHEREAS, ITH is the record holder of
certain equity interests (“Company Securities”) in GSI Commerce, Inc., a
Delaware corporation (the “Company”);


 


WHEREAS, ITH, QK and QVC were
previously members of a reporting group which included Comcast Corporation and
certain of its affiliates;


 


WHEREAS, QK is the managing member of
ITH and a wholly owned subsidiary of QVC;


 


WHEREAS, Liberty has acquired all of
Comcast Corporation’s equity interest in QVC and, as a result, Liberty
currently owns approximately 98% of the outstanding common stock of QVC;


 


WHEREAS, Liberty, QVC and QK may be
deemed to beneficially own the Company Securities with ITH; and


 


WHEREAS, in accordance with Rule
13d-1(k) of the Securities Exchange Act of 1934, as amended, the Liberty
Reporting Persons hereby agree to prepare a single statement containing the
information required by Schedule 13D with respect to their respective interests
in the Company Securities.


 


NOW, THEREFORE, the Liberty Reporting
Persons hereto agree as follows:


 


1.             The Liberty Reporting Persons will prepare a single
statement containing the information required by Schedule 13D with respect to
their respective interests in the Company Securities (the “Schedule 13D”), and
the Schedule 13D shall be filed on behalf of each of them.


 


2.             Each party hereto shall be responsible for the
timely filing of the Schedule 13D and any necessary amendments thereto, and for
the completeness and accuracy of the information concerning it contained
therein, but shall not be responsible for the completeness and accuracy of the
information concerning any other party contained therein, except to the extent
that it knows or has reason to believe that such information of such other
party is inaccurate.


 


3.             This Agreement shall continue as to each Liberty
Reporting Person unless and until terminated by such Liberty Reporting Person
as to itself, in which case this Agreement shall then continue as to all
remaining Liberty Reporting Persons.


 


4.             This Agreement supercedes and replaces any joint
filing agreements with respect to the reporting of beneficial ownership of
Company Securities to which ITH, QK and QVC are parties, and any such joint
filing agreements are hereby terminated as to each of ITH, QK and QVC.


 

















 


5.             Charles Y. Tanabe and Neal S. Grabell shall be
designated as the persons authorized to receive notices and communications on
behalf of the Liberty Reporting Persons with respect to the Schedule 13D and
any amendments thereto.


 


6.             This Agreement may be included as an Exhibit to the
Schedule 13D and any amendments thereto.


 


IN WITNESS WHEREOF, the undersigned have
executed this Agreement as of the date first above written.


 


	
   

  	
  LIBERTY
  MEDIA CORPORATION

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:
  

  	
   

  	
  /s/
  Charles Y. Tanabe

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Charles
  Y. Tanabe

  
	
   

  	
   

  	
  Title:

  	
  Senior
  Vice President

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  QVC,
  INC.

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
  /s/
  Neal S. Grabell

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Neal
  S. Grabell

  
	
   

  	
   

  	
  Title:

  	
  Senior
  Vice President and General Counsel

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  QK
  HOLDINGS, INC.

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:
  

  	
   

  	
  /s/
  David M. Apostolico

  	
   

  
	
   

  	
   

  	
  Name:

  	
  David
  M. Apostolico

  
	
   

  	
   

  	
  Title:

  	
  President

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  INTERACTIVE
  TECHNOLOGY HOLDINGS L.L.C.

  
	
   

  	
  By:  QK HOLDINGS, INC., Managing Member

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
  /s/
  David M. Apostolico

  	
   

  
	
   

  	
   

  	
  Name:

  	
  David M. Apostolico

  
	
   

  	
   

  	
  Title:

  	
  President of QK Holdings, Inc.