(ANSWER BACK RECEIVED), IF RECEIVED PRIOR TO
5 P.M. ON A BUSINESS DAY, OTHERWISE ON THE NEXT BUSINESS DAY OR (III) ONE
BUSINESS DAY AFTER THE SAME ARE SENT BY A RELIABLE OVERNIGHT COURIER SERVICE,
WITH ACKNOWLEDGMENT OF RECEIPT REQUESTED, IN EACH CASE TO THE INTENDED RECIPIENT
AS SET FORTH BELOW:
If to Liberty or any Liberty Party, to:
Liberty Media Corporation
12300 Liberty Boulevard
Englewood, Colorado 80112
Attention: General Counsel
Fax: (720) 875-5382
with a copy to:
Baker Botts L.L.P.
30 Rockefeller Plaza
New York, New York
10112
Attention: Frederick H. McGrath
Fax: (212) 259-2530
If to the Issuer, to:
HSN, Inc.
1 HSN Drive
St. Petersburg, Florida 33729
Attention: General Counsel
Fax:
(727) 872-6866
Any party to this Agreement may give any notice or other communication hereunder
using any other means (including personal delivery, messenger service, telecopy
or ordinary mail), but no such notice or other communication shall be deemed to
have been duly given unless and until it actually is received by the office of
the party for whom it is intended during business hours on a Business Day in the
place of receipt.
Any party to this Agreement may change the address to which
notices and other communications hereunder are to be delivered by giving the
other parties to this Agreement notice in the manner herein set forth.
Each
Person (other than Liberty or a Liberty Party) upon becoming a Holder hereunder
shall concurrently provide notice to the other parties hereto of such Holder's
address.
The Issuer shall have no obligation to deliver any
22
notices under this Agreement to or otherwise interact with any purported Holder
that has not provided notice to the Issuer pursuant to the preceding sentence,
and no such Person shall have any rights under this Agreement unless and until
such Person delivers such notice.
SECTION 6.03.
ENTIRE AGREEMENT; NO INCONSISTENT AGREEMENTS.
(A)
THIS AGREEMENT, TOGETHER WITH THE SPINCO AGREEMENT, CONSTITUTES THE
ENTIRE AGREEMENT AMONG THE PARTIES HERETO AND SUPERSEDES ANY PRIOR
UNDERSTANDINGS, AGREEMENTS OR REPRESENTATIONS BY OR AMONG THE PARTIES HERETO, OR
ANY OF THEM, WRITTEN OR ORAL, WITH RESPECT TO THE SUBJECT MATTER HEREOF.
(B)
THE ISSUER SHALL NOT HEREAFTER ENTER INTO OR AMEND ANY AGREEMENT WITH
RESPECT TO ITS SECURITIES THAT IS INCONSISTENT WITH THE RIGHTS GRANTED TO THE
HOLDERS OF REGISTRABLE SHARES IN THIS AGREEMENT OR OTHERWISE CONFLICTS WITH THE
PROVISIONS HEREOF IN A MANNER ADVERSE TO THE HOLDERS.
(C)
PRIOR TO THE DATE HEREOF AND EXCEPT FOR ANY AGREEMENT TO WHICH LIBERTY
IS A PARTY, THE ISSUER HAS NOT GRANTED ANY "PIGGYBACK" OR OTHER REGISTRATION
RIGHTS TO ANY PERSON THAT WOULD ENTITLE ANY PERSON (OTHER THAN THE HOLDERS) TO
PARTICIPATE IN ANY REGISTRATION CONTEMPLATED BY THIS AGREEMENT.
(D)
THE ISSUER WILL NOT GRANT ANY "PIGGYBACK" OR OTHER REGISTRATION RIGHTS
TO ANY PERSON THAT WOULD ENTITLE THAT PERSON (OTHER THAN THE HOLDERS) TO
PARTICIPATE IN ANY DEMAND REGISTRATION STATEMENT EXCEPT ON TERMS THAT ARE NO
LESS FAVORABLE TO THE HOLDERS THAN THOSE APPLICABLE TO OTHER SHAREHOLDERS AS