SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C. 20549

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                                SCHEDULE 13D/A*
                   Under the Securities Exchange Act of 1934

                              USA Networks, Inc.
                               (Name of Issuer)

                    Common Stock, par value $.01 per share
                        (Title of Class of Securities)

                                  902984 10 3
                                (CUSIP Number)

Charles Y. Tanabe, Esq.    Pamela S. Seymon, Esq.    George Bushnell III, Esq.
Senior Vice President      Wachtell, Lipton, Rosen   Vivendi Universal, S.A.
and General Counsel          & Katz                  375 Park Avenue
Liberty Media Corporation  51 West 52nd Street       New York, NY 10152
12300 Liberty Boulevard    New York, NY 10019        (212) 572-7000
Englewood, CO 80112        (212) 403-1000
(720) 875-5400



           (Name, Address and Telephone Number of Person Authorized
                    to Receive Notices and Communications)

                               December 16, 2001
            (Date of Event which Requires Filing of this Statement)

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If the filing person has previously filed a statement on Schedule 13G to
report the acquisition which is the subject of this Schedule 13D, and is
filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the
following box. [__]

The information required on the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities Exchange
Act of 1934 ("Act") or otherwise subject to the liabilities of that section of
the Act but shall be subject to all other provisions of the Act (however, see
the Notes).

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*      Note:  This statement constitutes Amendment No. 9 of the Report on
Schedule 13D of the reporting group consisting of Liberty Media
Corporation, Barry Diller, The Seagram Company Ltd., Vivendi Universal,
S.A., Universal Studios, Inc. and the BDTV Entities.  This statement
also constitutes Amendment No. 4 of a Report on Schedule 13D of Liberty
Media Corporation, Amendment No. 19 of a Report on Schedule 13D of Barry
Diller, Amendment No. 9 of a Report on Schedule 13D of The Seagram
Company Ltd. and Universal Studios, Inc., Amendment No. 3 of a Report on
Schedule 13D of Vivendi Universal, S.A., Amendment No. 15 of a Report on
Schedule 13D of BDTV INC., Amendment No. 13 of a Report on Schedule 13D
of BDTV II INC., Amendment No. 10 of a Report on Schedule 13D of
BDTV III INC. and Amendment No. 9 of a Report on Schedule 13D of BDTV IV
INC.


2 (1) Names of Reporting Persons I.R.S. Identification Nos. of Above Persons Liberty Media Corporation (2) Check the Appropriate Box if a member of a Group (a) [_] (b) [X] (3) SEC Use Only (4) Source of Funds Not Applicable (5) Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d)or 2(e) [_] (6) Citizenship or Place of Organization Delaware Number of Shares Beneficially Owned by Each Reporting Person With: (7) Sole Voting Power None; see Items 3 & 5 (8) Shared Voting Power 155,445,880 shares (9) Sole Dispositive Power None; see Items 3 & 5 (10) Shared Dispositive Power 155,445,880 shares (11) Aggregate Amount Beneficially Owned by Each Reporting Person 155,445,880 shares (12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares [X] Excludes shares beneficially owned by the executive officers and directors of Liberty, Vivendi Universal, Seagram and Universal. Excludes (i) Liberty Exchange Shares issuable to Liberty, (ii) 282,161,530 shares of Common Stock or Class B Common Stock issuable to Universal upon exchange of shares of USANi LLC ("LLC Shares"), and (iii) 45,774,708 shares of Common Stock issuable to Liberty upon exchange of LLC Shares, each of which is subject to terms and conditions set forth in the Liberty Exchange Agreement and the Transaction Agreements previously filed by the parties as well as the agreements entered into in connection with the Proposed Transaction disclosed in this Schedule 13D. See Item 5. (13) Percent of Class Represented by Amount in Row (11) 36.6% Assumes conversion of all shares of Class B Common Stock beneficially owned by the Reporting Persons into shares of Common Stock and the exercise of options to purchase 47,120,888 shares of Common Stock which are currently exercisable by Mr. Diller. Because each share of Class B Common Stock generally is entitled to ten votes per share and each share of Common Stock is entitled to one vote per share, the Reporting Persons may be deemed to beneficially own equity securities of the Company representing approximately 72.9% of the voting power of the Company. (14) Type of Reporting Person (See Instructions) CO

3 (1) Names of Reporting Persons I.R.S. Identification Nos. of Above Persons The Seagram Company Ltd. (2) Check the Appropriate Box if a Member of a Group (a) [_] (b) [X] (3) SEC Use Only (4) Source of Funds Not Applicable (5) Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) [_] (6) Citizenship or Place of Organization Canada Number of Shares Beneficially Owned by Each Reporting Person With: (7) Sole Voting Power None; see Items 3 & 5 (8) Shared Voting Power 155,445,880 shares (9) Sole Dispositive Power None; see Items 3 & 5 (10) Shared Dispositive Power 155,445,880 shares (11) Aggregate Amount Beneficially Owned by Each Reporting Person 155,445,880 shares (12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares [X] Excludes shares beneficially owned by the executive officers and directors of Liberty, Vivendi Universal, Seagram and Universal. Excludes (i) Liberty Exchange Shares issuable to Liberty, (ii) 282,161,530 shares of Common Stock or Class B Common Stock issuable to Universal upon exchange of shares of USANi LLC ("LLC Shares"), and (iii) 45,774,708 shares of Common Stock issuable to Liberty upon exchange of LLC Shares, each of which is subject to terms and conditions set forth in the Liberty Exchange Agreement and the Transaction Agreements previously filed by the parties as well as the agreements entered into in connection with the Proposed Transaction disclosed in this Schedule 13D. See Item 5. (13) Percent of Class Represented by Amount in Row (11) 36.6% Assumes conversion of all shares of Class B Common Stock beneficially owned by the Reporting Persons into shares of Common Stock and the exercise of options to purchase 47,120,888 shares of Common Stock which are currently exercisable by Mr. Diller. Because each share of Class B Common Stock generally is entitled to ten votes per share and each share of Common Stock is entitled to one vote per share, the Reporting Persons may be deemed to beneficially own equity securities of the Company representing approximately 72.9% of the voting power of the Company. (14) Type of Reporting Person (See Instructions) CO

4 (1) Names of Reporting Persons I.R.S. Identification Nos. of Above Persons Vivendi Universal, S.A. (2) Check the Appropriate Box if a Member of a Group (a) [_] (b) [X] (3) SEC Use Only (4) Source of Funds Not Applicable (5) Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) [_] (6) Citizenship or Place of Organization France Number of Shares Beneficially Owned by Each Reporting Person With: (7) Sole Voting Power None; see Items 3 & 5 (8) Shared Voting Power 155,445,880 shares (9) Sole Dispositive Power None; see Items 3 & 5 (10) Shared Dispositive Power 155,445,880 shares (11) Aggregate Amount Beneficially Owned by Each Reporting Person 155,445,880 shares (12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares [X] Excludes shares beneficially owned by the executive officers and directors of Liberty, Vivendi Universal, Seagram and Universal. Excludes (i) Liberty Exchange Shares issuable to Liberty, (ii) 282,161,530 shares of Common Stock or Class B Common Stock issuable to Universal upon exchange of shares of USANi LLC ("LLC Shares"), and (iii) 45,774,708 shares of Common Stock issuable to Liberty upon exchange of LLC Shares, each of which is subject to terms and conditions set forth in the Liberty Exchange Agreement and the Transaction Agreements previously filed by the parties as well as the agreements entered into in connection with the Proposed Transaction disclosed in this Schedule 13D. See Item 5. (13) Percent of Class Represented by Amount in Row (11) 36.6% Assumes conversion of all shares of Class B Common Stock beneficially owned by the Reporting Persons into shares of Common Stock and the exercise of options to purchase 47,120,888 shares of Common Stock which are currently exercisable by Mr. Diller. Because each share of Class B Common Stock generally is entitled to ten votes per share and each share of Common Stock is entitled to one vote per share, the Reporting Persons may be deemed to beneficially own equity securities of the Company representing approximately 72.9% of the voting power of the Company. (14) Type of Reporting Person (See Instructions) CO

5 (1) Names of Reporting Persons I.R.S. Identification Nos. of Above Persons Universal Studios, Inc. (2) Check the Appropriate Box if a Member of a Group (a) [_] (b) [X] (3) SEC Use Only (4) Source of Funds Not Applicable (5) Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) [_] (6) Citizenship or Place of Organization Delaware Number of Shares Beneficially Owned by Each Reporting Person With: (7) Sole Voting Power None; see Items 3 & 5 (8) Shared Voting Power 155,445,880 shares (9) Sole Dispositive Power None; see Items 3 & 5 (10) Shared Dispositive Power 155,445,880 shares (11) Aggregate Amount Beneficially Owned by Each Reporting Person 155,445,880 shares (12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares [X) Excludes shares beneficially owned by the executive officers and directors of Liberty, Vivendi Universal, Seagram and Universal. Excludes (i) Liberty Exchange Shares issuable to Liberty, (ii) 282,161,530 shares of Common Stock or Class B Common Stock issuable to Universal upon exchange of shares of USANi LLC ("LLC Shares"), and (iii) 45,774,708 shares of Common Stock issuable to Liberty upon exchange of LLC Shares, each of which is subject to terms and conditions set forth in the Liberty Exchange Agreement and the Transaction Agreements previously filed by the parties as well as the agreements entered into in connection with the Proposed Transaction disclosed in this Schedule 13D. See Item 5. (13) Percent of Class Represented by Amount in Row (11) 36.6% Assumes conversion of all shares of Class B Common Stock beneficially owned by the Reporting Persons into shares of Common Stock and the exercise of options to purchase 47,120,888 shares of Common Stock which are currently exercisable by Mr. Diller. Because each share of Class B Common Stock generally is entitled to ten votes per share and each share of Common Stock is entitled to one vote per share, the Reporting Persons may be deemed to beneficially own equity securities of the Company representing approximately 72.9% of the voting power of the Company. (14) Type of Reporting Person (See Instructions) CO

6 (1) Names of Reporting Persons I.R.S. Identification Nos. of Above Persons Barry Diller (2) Check the Appropriate Box if a Member of a Group (a) [_] (b) [X] (3) SEC Use Only (4) Source of Funds Not Applicable (5) Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) [_] (6) Citizenship or Place of Organization United States Number of Shares Beneficially Owned by Each Reporting Person With: (7) Sole Voting Power None; see Items 3 & 5 (8) Shared Voting Power 155,445,880 shares (9) Sole Dispositive Power None; see Items 3 & 5 (10) Shared Dispositive Power 155,445,880 shares (11) Aggregate Amount Beneficially Owned by Each Reporting Person 155,445,880 shares (12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares [X] Excludes shares beneficially owned by the executive officers and directors of Liberty, Vivendi Universal, Seagram and Universal. Excludes (i) Liberty Exchange Shares issuable to Liberty (ii) 282,161,530 shares of Common Stock or Class B Common Stock issuable to Universal upon exchange of shares of USANi LLC ("LLC Shares"), and (iii) 45,774,708 shares of Common Stock issuable to Liberty upon exchange of LLC Shares, each of which is subject to terms and conditions set forth in the Liberty Exchange Agreement and the Transaction Agreements previously filed by the parties as well as the agreements entered into in connection with the Proposed Transaction disclosed in this Schedule 13D. (13) Percent of Class Represented by Amount in Row (11) 36.6% Assumes conversion of all shares of Class B Common Stock beneficially owned by the Reporting Persons into shares of Common Stock and the exercise of options to purchase 47,120,888 shares of Common Stock which are currently exercisable by Mr. Diller. Because each share of Class B Common Stock generally is entitled to ten votes per share and each share of Common Stock is entitled to one vote per share, the Reporting Persons may be deemed to beneficially own equity securities of the Company representing approximately 72.9% of the voting power of the Company. See Item 5. (14) Type of Reporting Person (See Instructions) IN

7 (1) Names of Reporting Persons I.R.S. Identification Nos. of Above Persons BDTV INC. (2) Check the Appropriate Box if a member of a Group (a) [_] (b) [X] (3) SEC Use Only (4) Source of Funds Not Applicable (5) Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) [_] (6) Citizenship or Place of Organization Delaware Number of Shares Beneficially Owned by Each Reporting Person With: (7) Sole Voting Power None; see Items 3 & 5 (8) Shared Voting Power 155,445,880 shares (9) Sole Dispositive Power None; see Items 3 & 5 (10) Shared Dispositive Power 155,445,880 shares (11) Aggregate Amount Beneficially Owned by Each Reporting Person 155,445,880 shares (12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares [X] Excludes shares beneficially owned by the executive officers and directors of Liberty, Vivendi Universal, Seagram and Universal. Excludes (i) Liberty Exchange Shares issuable to Liberty, (ii) 282,161,530 shares of Common Stock or Class B Common Stock issuable to Universal upon exchange of shares of USANi LLC ("LLC Shares"), and (iii) 45,774,708 shares of Common Stock issuable to Liberty upon exchange of LLC Shares, each of which is subject to terms and conditions set forth in the Liberty Exchange Agreement and the Transaction Agreements previously filed by the parties as well as the agreements entered into in connection with the Proposed Transaction disclosed in this Schedule 13D. See Item 5. (13) Percent of Class Represented by Amount in Row (11) 36.6% Assumes conversion of all shares of Class B Common Stock beneficially owned by the Reporting Persons into shares of Common Stock and the exercise of options to purchase 47,120,888 shares of Common Stock which are currently exercisable by Mr. Diller. Because each share of Class B Common Stock generally is entitled to ten votes per share and each share of Common Stock is entitled to one vote per share, the Reporting Persons may be deemed to beneficially own equity securities of the Company representing approximately 72.9% of the voting power of the Company. (14) Type of Reporting Person (See Instructions) CO (1) Names of Reporting Persons I.R.S. Identification Nos. of Above Persons

8 BDTV II INC. (2) Check the Appropriate Box if a Member of a Group (a) [_] (b) [X] (3) SEC Use Only (4) Source of Funds Not Applicable (5) Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) [_] (6) Citizenship or Place of Organization Delaware Number of Shares Beneficially Owned by Each Reporting Person With: (7) Sole Voting Power None; see Items 3 & 5 (8) Shared Voting Power 155,445,880 shares (9) Sole Dispositive Power None; see Items 3 & 5 (10) Shared Dispositive Power 155,445,880 shares (11) Aggregate Amount Beneficially Owned by Each Reporting Person 155,445,880 shares (12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares [X] Excludes shares beneficially owned by the executive officers and directors of Liberty, Vivendi Universal, Seagram and Universal. Excludes (i) Liberty Exchange Shares issuable to Liberty, (ii) 282,161,530 shares of Common Stock or Class B Common Stock issuable to Universal upon exchange of shares of USANi LLC ("LLC Shares"), and (iii) 45,774,708 shares of Common Stock issuable to Liberty upon exchange of LLC Shares, each of which is subject to terms and conditions set forth in the Liberty Exchange Agreement and the Transaction Agreements previously filed by the parties as well as the agreements entered into in connection with the Proposed Transaction disclosed in this Schedule 13D. See Item 5. (13) Percent of Class Represented by Amount in Row (11) 36.6% Assumes conversion of all shares of Class B Common Stock beneficially owned by the Reporting Persons into shares of Common Stock and the exercise of options to purchase 47,120,888 shares of Common Stock which are currently exercisable by Mr. Diller. Because each share of Class B Common Stock generally is entitled to ten votes per share and each share of Common Stock is entitled to one vote per share, the Reporting Persons may be deemed to beneficially own equity securities of the Company representing approximately 72.9% of the voting power of the Company. (14) Type of Reporting Person (See Instructions) CO

9 (1) Names of Reporting Persons I.R.S. Identification Nos. of Above Persons BDTV III INC. (2) Check the Appropriate Box if a Member of a Group (a) [_] (b) [X] (3) SEC Use Only (4) Source of Funds Not Applicable (5) Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) [_] (6) Citizenship or Place of Organization Delaware Number of Shares Beneficially Owned by Each Reporting Person With: (7) Sole Voting Power None; see Items 3 & 5 (8) Shared Voting Power 155,445,880 shares (9) Sole Dispositive Power None; see Items 3 & 5 (10) Shared Dispositive Power 155,445,880 shares (11) Aggregate Amount Beneficially Owned by Each Reporting Person 155,445,880 shares (12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares [X] Excludes shares beneficially owned by the executive officers and directors of Liberty, Vivendi Universal, Seagram and Universal. Excludes (i) Liberty Exchange Shares issuable to Liberty, (ii) 282,161,530 shares of Common Stock or Class B Common Stock issuable to Universal upon exchange of shares of USANi LLC ("LLC Shares"), and (iii) 45,774,708 shares of Common Stock issuable to Liberty upon exchange of LLC Shares, each of which is subject to terms and conditions set forth in the Liberty Exchange Agreement and the Transaction Agreements previously filed by the parties as well as the agreements entered into in connection with the Proposed Transaction disclosed in this Schedule 13D. See Item 5. (13) Percent of Class Represented by Amount in Row (11) 36.6% Assumes conversion of all shares of Class B Common Stock beneficially owned by the Reporting Persons into shares of Common Stock and the exercise of options to purchase 47,120,888 shares of Common Stock which are currently exercisable by Mr. Diller. Because each share of Class B Common Stock generally is entitled to ten votes per share and each share of Common Stock is entitled to one vote per share, the Reporting Persons may be deemed to beneficially own equity securities of the Company representing approximately 72.9% of the voting power of the Company. (14) Type of Reporting Person (See Instructions) CO

10 (1) Names of Reporting Persons I.R.S. Identification Nos. of Above Persons BDTV IV INC. (2) Check the Appropriate Box if a Member of a Group (a) [_] (b) [X] (3) SEC Use Only (4) Source of Funds Not Applicable (5) Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) [_] (6) Citizenship or Place of Organization Delaware Number of Shares Beneficially Owned by Each Reporting Person With: (7) Sole Voting Power None; see Items 3 & 5 (8) Shared Voting Power 155,445,880 shares (9) Sole Dispositive Power None; see Items 3 & 5 (10) Shared Dispositive Power 155,445,880 shares (11) Aggregate Amount Beneficially Owned by Each Reporting Person 155,445,880 shares (12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares [X] Excludes shares beneficially owned by the executive officers and directors of Liberty, Vivendi Universal, Seagram and Universal. Excludes (i) Liberty Exchange Shares issuable to Liberty (ii) 282,161,530 shares of Common Stock or Class B Common Stock issuable to Universal upon exchange of shares of USANi LLC ("LLC Shares"), and (iii) 45,774,708 shares of Common Stock issuable to Liberty upon exchange of LLC Shares, each of which is subject to terms and conditions set forth in the Liberty Exchange Agreement and the Transaction Agreements previously filed by the parties as well as the agreements entered into in connection with the Proposed Transaction disclosed in this Schedule 13D. See Item 5. (13) Percent of Class Represented by Amount in Row (11) 36.6% Assumes conversion of all shares of Class B Common Stock beneficially owned by the Reporting Persons into shares of Common Stock and the exercise of options to purchase 47,120,888 shares of Common Stock which are currently exercisable by Mr. Diller. Because each share of Class B Common Stock generally is entitled to ten votes per share and each share of Common Stock is entitled to one vote per share, the Reporting Persons may be deemed to beneficially own equity securities of the Company representing approximately 72.9% of the voting power of the Company. (14) Type of Reporting Person (See Instructions) CO

11 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D/A Statement of LIBERTY MEDIA CORPORATION, BARRY DILLER, UNIVERSAL STUDIOS, INC., THE SEAGRAM COMPANY LTD., VIVENDI UNIVERSAL, S.A., BDTV INC., BDTV II INC., BDTV III INC. and BDTV IV INC. Pursuant to Section 13(d) of the Securities Exchange Act of 1934 in respect of USA NETWORKS, INC. This Report on Schedule 13D relates to the common stock, par value $.01 per share (the "Common Stock"), of USA Networks, Inc., a Delaware corporation ("USA" or the "Company"). The Reports on Schedule 13D, as amended and supplemented, originally filed with the Commission by (i) the reporting group (the "Reporting Group") consisting of Liberty Media Corporation, a Delaware corporation ("Liberty"), Mr. Barry Diller, Universal Studios, Inc., a Delaware corporation ("Universal"), The Seagram Company Ltd., a Canadian corporation ("Seagram"), Vivendi Universal, S.A., a societe anonyme organized under the laws of the Republic of France ("Vivendi Universal"), BDTV INC., a Delaware corporation ("BDTV"), BDTV II INC., a Delaware corporation ("BDTV II"), BDTV III INC., a Delaware corporation ("BDTV III"), and BDTV IV, INC., a Delaware corporation ("BDTV IV") (each, a "Reporting Person"), on February 24, 1998 (the "Reporting Group Schedule 13D"), (ii) Liberty on July 19, 1999 (the "Liberty Schedule 13D"), (iii) Mr. Diller on August 29, 1995 (the "Barry Diller Schedule 13D"), (iv) Universal and Seagram on February 24, 1998 (the "Universal Schedule 13D"), (v) BDTV on August 16, 1996 (the "BDTV Schedule 13D"), (vi) BDTV II on December 24, 1996 (the "BDTV II Schedule 13D"), (vii) BDTV III on July 28, 1997 (the "BDTV III Schedule 13D"), (viii) BDTV IV on February 24, 1998 (the "BDTV IV Schedule 13D"), and (ix) Vivendi Universal on August 2, 2001 (the "Vivendi Schedule 13D") are each hereby amended and supplemented to include the information set forth herein. This Report on Schedule 13D constitutes Amendment No. 9 to the Reporting Group Schedule 13D, Amendment No. 4 to the Liberty Schedule 13D, Amendment No. 19 to the Barry Diller Schedule 13D, Amendment No. 9 to the Universal Schedule 13D, Amendment No. 3 to the Vivendi Schedule 13D, Amendment No. 15 to the BDTV Schedule 13D, Amendment No. 12 to the BDTV II Schedule 13D, Amendment No. 10 to the BDTV III Schedule 13D and Amendment No. 9 to the BDTV IV Schedule 13D. The Reporting Group Schedule 13D, the Liberty Schedule 13D, the Barry Diller Schedule 13D, the Universal Schedule 13D, the Vivendi Schedule 13D, the BDTV Schedule 13D, the BDTV II Schedule 13D, the BDTV III Schedule 13D and the BDTV IV Schedule 13D (each, as amended) are collectively referred to as the "Schedule 13D." Capitalized terms not defined herein have the meanings given to such terms in the prior Reports on Schedule 13D referred to in this paragraph.

12 Information contained herein with respect to each Reporting Person and its executive officers, directors and controlling persons is given solely by such Reporting Person, and no other Reporting Person has responsibility for the accuracy or completeness of information supplied by such other Reporting Person. ITEM 2. Identity and Background The information contained in Item 2 of this Schedule 13D is hereby amended and supplemented by adding the following information: On August 10, 2001, AT&T Corp. ("AT&T"), the former parent corporation of Liberty, redeemed (the "Redemption") each outstanding share of Class A Liberty Media Group common stock, par value $1.00 per share (the "Class A Liberty Media Group Common Stock"), and Class B Liberty Media Group common stock, par value $1.00 per share (the "Class B Liberty Media Group Common Stock" and together with the Class A Liberty Media Group Common Stock, the "Liberty Media Group Common Stock"), in exchange for one share of a corresponding series of common stock of Liberty. Prior to the Redemption, the Liberty Media Group Common Stock was a tracking stock of AT&T intended to reflect the economic performance of the businesses and assets attributed to AT&T's Liberty Media Group. Upon the redemption, Liberty became the holder of all of the businesses and assets formerly attributed to AT&T's Liberty Media Group. As a result of the Redemption, Liberty became an independent, publicly traded company. Liberty's principal business address is 12300 Liberty Boulevard, Englewood, Colorado 80112. Schedule 3 attached to this Statement contains the following information concerning each director, executive officer and controlling person of Liberty: (i) name and residence or business address; (ii) principal occupation or employment; and (iii) the name, principal business and address of any corporation or other organization in which such employment is conducted. Schedule 3 is incorporated herein by reference and amends and restates Schedule 3 and Schedule 4 to the Schedule 13D in their entirety. To the knowledge of Liberty, each of the persons named on Schedule 3 (the "Schedule 3 Persons") is a United States citizen, except for David J.A. Flowers, who is a Canadian citizen. During the last five years, neither Liberty nor any of the Schedule 3 Persons (to the knowledge of Liberty) has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). During the last five years, neither Liberty nor any of the Schedule 3 Persons (to the knowledge of Liberty) has been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and, as a result of such proceeding, is or was subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. On December 6, 2001, Edgar Bronfman, Jr., Executive Vice Chairman of Vivendi Universal and the Vice Chairman of the Board of Directors of Vivendi Universal, announced that he would resign from his position as Executive Vice Chairman. Schedule 5 is incorporated herein by reference and amends and restates Schedule 5 to the Schedule 13D in its entirety. ITEM 3. Source and Amount of Funds or Other Consideration The information contained in Items 5 and 6 of this Schedule 13D is hereby incorporated by reference herein.

13 ITEM 4. Purpose of the Transaction The information contained in Items 5 and 6 of this Schedule 13D is hereby incorporated by reference herein. Depending on market conditions and other factors, and subject to any restrictions described in Item 6 or contained in the agreements attached as Exhibits hereto or as previously filed as exhibits to this Schedule 13D, the Reporting Persons or their respective subsidiaries may purchase additional shares of Common Stock in the open market or in private transactions. Alternatively, depending on market conditions and other factors, and subject to any restrictions described in Item 6 or contained in the agreements attached as Exhibits hereto or previously filed as exhibits to this Schedule 13D, the Reporting Persons or their respective subsidiaries may sell all or some of their shares of Common Stock. Except as described in Item 6 or contained in the agreements attached as Exhibits hereto or previously filed as exhibits to this Schedule 13D, neither any Reporting Person nor, to the best of their knowledge, any of their respective directors or officers has plans or proposals that relate to or would in any of the actions set forth in clauses (a) through (j) of Item 4. ITEM 5. Interest in Securities of the Issuer The information contained in Item 6 of this Schedule 13D is hereby incorporated by reference herein. The information contained in Item 5 of this Schedule 13D is hereby amended and supplemented by adding the following information: As previously disclosed, Universal currently owns its interest in the Company primarily through its ownership of shares of USANi LLC. Liberty also owns a portion of its interest in the Company through its ownership of shares of USANi LLC and shares of Home Shopping Network, Inc. ("Holdco"), a subsidiary of the Company. Subject to certain restrictions, LLC Shares and Holdco shares are exchangeable into Common Stock and Class B Common Stock of the Company. Following the sale on August 21, 2001 of its television broadcast stations and associated broadcast licenses (the "Station Sale"), the Company informed Universal that the FCC foreign ownership restrictions no longer limit Universal's ability to own its equity interest directly in the Company. The Company also notified Liberty that as a result of the Station Sale, Liberty is permitted under FCC regulations to own shares of Common Stock issuable upon exchange of its LLC Shares and Holdco shares. The Company, Liberty and Universal have since discussed various alternatives in light of the changes resulting from the Station Sale. On December 16, 2001, Vivendi Universal and the Company announced an agreement between the Company, Liberty and Vivendi Universal relating to a series of transactions pursuant to which Vivendi Universal would acquire control of certain entertainment assets of the Company (such transaction and the related transactions described in this Schedule 13D, the "Proposed Transaction"). In connection with the Proposed Transaction, the Company, Universal and Liberty agreed in the Transaction Agreement, dated as of December 16, 2001 (the "Transaction Agreement"), among Vivendi Universal, Universal, the Company, USANi LLC, Liberty and Mr. Diller, that the Company will not take certain actions

14 with respect to the LLC Shares and the Holdco shares, including causing Liberty or Universal to exchange such LLC Shares and Holdco shares, prior to the closing (the "Closing") of the Proposed Transaction. In addition, pursuant to the terms of the Transaction Agreement, Universal has an obligation to deliver to USANi LLC for cancellation all of the 282,161,530 LLC Shares that it currently holds as well as the 38,694,982 LLC Shares that Liberty is required to deliver to Universal as a consequence of the exchanges specified in the Merger Agreement (as defined below). Liberty also has an obligation to deliver 7,079,726 LLC Shares to the Company to be exchanged for shares of Common Stock. On October 20, 2001, 4,750,000 options to purchase Common Stock vested and became exercisable by Mr. Diller. As a result, currently, the members of the Reporting Group beneficially own 155,445,880 shares, corresponding to 36.6% of the shares of Common Stock. Because each share of Class B Common Stock generally is entitled to ten votes per share and each share of Common Stock is entitled to one vote per share, the Reporting Persons may be deemed to beneficially own equity securities of the Company representing approximately 72.9% of the voting power of the Company. The Proposed Transaction would, if consummated, result in changes to the beneficial ownership of Common Stock of the Reporting Persons. After giving effect to the Proposed Transaction, the Reporting Group would beneficially own 37.7% of the shares of Common Stock and Class B Common Stock of the Company (without giving effect to the exchange of the Holdco shares held by Liberty or the Company's pending transaction with Expedia). Mr. Diller would continue to be entitled to a proxy with respect to shares representing approximately 73.1% of the voting power of the Company. The number of shares owned by Mr. Diller in the Company will not be affected by the Proposed Transaction. As a result of the Proposed Transaction, USANi LLC will be owned by the Company and Home Shopping Network, Inc. Robert R. Bennett, President and Chief Executive Officer of Liberty, owns 26,096 shares of Common Stock. Except as set forth or incorporated by reference herein, no Reporting Person or, to the best knowledge of each Reporting Person, any executive officer or director of such Reporting Person has effected any transaction in the Common Stock during the past 60 days.2 Each Reporting Person disclaims beneficial ownership of the shares of Common Stock beneficially owned by each of the other Reporting Persons. ITEM 6. Contracts, Arrangements, Understandings, or Relationships with Respect to the Securities of the Issuer The information contained in Item 5 of this Schedule 13D is hereby incorporated by reference herein. On December 16, 2001, in connection with the Proposed Transaction, certain Reporting Persons and additional parties entered into the following agreements with respect to the shares of Common Stock. The following summary description of these agreements is qualified in its - ----------------------- 2 Confirm.

15 entirety by reference to the exhibits hereto including such documents, which exhibits are incorporated herein by reference. I. TRANSACTION AGREEMENT A. General The Transaction Agreement provides for the structuring of a limited liability limited partnership (the "Partnership") among certain of the parties pursuant to a Limited Liability Limited Partnership Agreement. The Partnership will own (i) the film, television and theme park businesses currently conducted by Universal Studios, Inc. and (ii) the programming, television distribution, cable networks and film businesses conducted by the Company and its affiliates, including USA Films LLC, Studios USA LLC and USA Cable LLC. B. Transfer of Interests At the Closing, subject to satisfaction of certain conditions, and immediately after the exchanges contemplated by the Merger Agreement (as discussed below), among other things, the operative provisions of the Exchange Agreement will be terminated and the LLC Shares will no longer be exchangeable into shares of the Company. Thereafter, USANi LLC will distribute to Universal interests in certain of its subsidiaries in return for the cancellation of the 320,856,512 LLC Shares that will be owned by Universal and its affiliates as of the Closing. Universal and its affiliates will contribute their rights and interests in the businesses described above (including the interests distributed by USANi LLC) to the Partnership, and the Company, USANi LLC and their affiliates will contribute to the Partnership their rights and interests in the businesses described above, in each case, in return for interests in the Partnership. It is also contemplated as part of the transactions that the Company will issue warrants (the "Equity Warrants") in three tranches to Universal to purchase an aggregate of 60,467,735 shares of Common Stock and that the number of Equity Warrants will be reduced if the proposed transaction between the Company and Expedia is not consummated. The terms of the Equity Warrants are described in further detail below. II. MERGER AGREEMENT The Agreement and Plan of Merger and Exchange (the "Merger Agreement"), dated as of December 16, 2001, among Vivendi Universal, Universal, Liberty and their respective affiliates signatories thereto, provides for share exchanges and mergers that would, if consummated, affect the Reporting Group's beneficial ownership of the Common Stock. A. Share Exchanges and Mergers Pursuant to the Merger Agreement, subject to satisfaction of customary conditions precedent, subsidiaries of Liberty will transfer to affiliates of Vivendi Universal 25,000,000 shares of Common Stock of the Company and certain other assets in exchange for ordinary shares of Vivendi Universal. In addition, Vivendi Universal will acquire, through merger of its subsidiaries with subsidiaries of Liberty, 38,694,982 LLC Shares in return for ordinary shares of Vivendi Universal. As consideration for the shares of Common Stock, the LLC Shares and the other assets, Vivendi Universal will transfer to Liberty and its affiliates 37,386,436 ordinary shares of Vivendi Universal, which will be delivered in the form of American Depositary Shares.

16 III. AMENDED AND RESTATED GOVERNANCE AGREEMENT A. General On December 16, 2001, the Company, Vivendi Universal, Universal, Liberty and Mr. Diller entered into an Amended and Restated Governance Agreement (the "Amended and Restated Governance Agreement"). The Amended and Restated Governance Agreement will be effective as of the Closing and sets forth restrictions on the acquisition of additional equity securities of the Company and other conduct restrictions, in each case, applicable to Vivendi Universal and its affiliates. In addition, the Amended and Restated Governance Agreement governs Vivendi Universal's and Liberty's rights of representation on the Company's Board of Directors and Liberty's and Mr. Diller's rights to approve certain actions by the Company. The Amended and Restated Governance Agreement amends and restates the Governance Agreement, dated as of October 19, 1997, and provides for certain amendments to the Investment Agreement, dated as of October 19, 1997, as amended from time to time, eliminating preemptive rights held by Universal, but retaining these rights for Liberty, as described in further detail below. B. Restrictions on Universal's Acquisition of Additional Equity Securities and other Conduct Restrictions Pursuant to the Amended and Restated Governance Agreement, Vivendi Universal agrees that neither it nor its affiliates will acquire the beneficial ownership of any additional equity securities of the Company until such time that the equity securities beneficially owned by Vivendi Universal and its affiliates represent less than 20% (the "Trigger Date") of the total equity securities of the Company. Following the Trigger Date, Vivendi Universal will not acquire beneficial ownership of any additional equity securities of the Company if following such acquisition Vivendi Universal and its affiliates would beneficially own equity securities that represent more than 20% of the total equity securities of the Company. Notwithstanding any of the foregoing, Vivendi Universal and its affiliates may continue to beneficially own any Common Stock currently owned by them and any Common Stock issuable upon exercise of such Equity Warrants. Such restrictions will cease to apply upon the later of (i) the "CEO Termination Date" (i.e., the date that is the later of the date that Mr. Diller no longer serves as Chief Executive Officer of the Company and such date that Mr. Diller no longer holds a proxy to vote Universal's shares of the Company under the Amended and Restated Stockholders Agreement) and (ii) the date following which Vivendi Universal ceases to have the right to appoint a director to the Board of Directors of the Company. During the same period, Vivendi Universal and its affiliates have agreed not to: (i) act, alone or in concert with others, to seek to affect to influence the management, business or operations of the Company; (ii) enter into any kind of arrangement (e.g., a voting trust) with respect to the voting of equity securities of the Company; (iii) propose any merger or other business combination involving the Company, provided that discussions to that effect are not prohibited if Mr. Diller participates; (iv) make or participate in a solicitation of proxies to vote equity securities in the Company; (v) act, alone or in concert with others, for the purpose of acquiring voting or selling equity securities in the Company, or (vi) request any amendment to or waiver of any of these covenants.

17 Except in connection with open market transactions, Vivendi Universal and its affiliates are not entitled to transfer to any single third party transferee, in the aggregate, 10% or more of the total equity securities of the Company, unless Vivendi Universal and its affiliates cause such third party transferee to agree to the acquisition and conduct restrictions described above. C. Representation on the Board of Directors and CEO Under the terms of the Amended and Restated Governance Agreement, immediately following the Closing: (i) the Board of Directors of the Company will include Jean-Marie Messier and Phillippe Germond; (ii) Vivendi Universal will have the right to nominate up to two directors so long as the number of equity securities beneficially owned by Vivendi Universal and its affiliates is at least equal to 75% of the number of equity securities beneficially owned by Vivendi Universal and its affiliates immediately following the Closing (so long as the ownership percentage of Vivendi Universal and its affiliates is at least equal to the lesser of (x) 15% of the total equity securities of the Company and (y) the percentage that is five percentage points less than the percentage of the total equity securities beneficially owned by Vivendi Universal and its affiliates immediately following the Closing); and (iii) Vivendi Universal will have the right to nominate one director so long as Vivendi Universal and its affiliates beneficially own a number of equity securities at least equal to 50% of the number of the equity securities beneficially owned by them immediately following the Closing (so long as the ownership percentage of Vivendi Universal and its affiliates is at least equal to 10% of the total equity securities of the Company). Under the terms of the Amended and Restated Governance Agreement, immediately following the Closing: (i) the Board of Directors of the Company will include John C. Malone, Chairman of the Board of Directors of Liberty, and Robert R. Bennett, President and Chief Executive Officer of Liberty; (ii) Liberty will have the right to nominate up to two directors so long as the number of equity securities beneficially owned by Liberty and its affiliates is at least equal to 75% of the number of equity securities beneficially owned by Liberty and its affiliates immediately following the Closing (so long as the ownership percentage of Liberty and its affiliates is at least equal to the lesser of (x) 15% of the total equity securities of the Company and (y) the percentage that is five percentage points less than the percentage of the total equity securities beneficially owned by Liberty and its affiliates immediately following the Closing); (iii) Liberty will have the right to nominate one director so long as Liberty beneficially owns a number of equity securities at least equal to 50% of the number of the equity securities beneficially owned by them immediately following the Closing (so long as Liberty's ownership percentage is at least equal to 5% of the total equity securities of the Company); and

18 (iv) the Company will use reasonable best efforts to cause one of Liberty's designees to be a member of a committee of the Company's Board of Directors and, to the extent the person designated by Liberty qualifies as a member of the Compensation Committee of the Company's Board of Directors under applicable tax and securities laws and regulations, the Company will seek to have such person appointed to the Compensation Committee. Pursuant to the terms of the Amended and Restated Governance Agreement, the Company will cause each director that Vivendi Universal or Liberty nominates, as the case may be, to be included in the slate of nominees recommended by the Board of Directors to the Company's stockholders for election as directors at each annual meeting of the stockholders of the Company and will use all reasonable efforts to cause the election of each such director including soliciting proxies in favor of the election of such persons. As long as Mr. Diller is Chief Executive Officer of the Company ("CEO") and has not become Disabled, he will have full authority to run the Company's business on a day-to-day basis. "Disabled" when used in the Amended and Restated Governance Agreement or the Amended and Restated Stockholders Agreement means a disability that continues for 180 consecutive days and that is determined by a designated physician to be total and permanent (i.e., a mental or physical incapacity that prevents Mr. Diller from managing the business affairs of the Company) and that continues for longer than 90 days following the receipt of notice from the Company that a disability has occurred. D. Contingent Matters The Company has agreed that neither the Company nor its affiliates will take the following actions ("Contingent Matters") without the prior approval of Liberty and Mr. Diller so long as (i) in the case of Liberty, Liberty beneficially owns at least two-thirds of the number of equity securities of the Company beneficially owned by it immediately after the Closing and (ii) in the case of Mr. Diller, he beneficially owns at least 20 million shares of Common Stock (including options to purchase Common Stock, whether or not then exercisable), the CEO Termination Date has not occurred and Mr. Diller has not become Disabled); (a) any transaction not in the ordinary course of business, launching new or additional channels or engaging in any new field of business which will result in or is reasonably likely to result in such stockholder's being required under law to divest itself of all or any part of its Company securities, or any material assets or render any such ownership illegal or subject such stockholder to any fines, penalties or material additional restrictions or limitations, based only on the equity securities of the Company or other material assets Liberty or Mr. Diller or any of their respective affiliates hold as of the Closing; (b) if the Company's Total Debt Ratio (as defined therein) ratio equals or exceeds 4:1 over a twelve-month period, (i) any combination of the following, in any case, in one transaction or a series of transactions during a six-month period, with a value of 10% or more of the market value of the Company's outstanding equity securities at the time of such transaction: (A) acquiring or disposing (including pledges) of any

19 assets or business; (B) granting or issuing any debt or equity securities of the Company or any of its subsidiaries other than as contemplated by, among other things, the Liberty Exchange Agreement; (C) redeeming, repurchasing or reacquiring any debt or equity securities of the Company or any of its subsidiaries other than as contemplated by, among other things, the Liberty Exchange Agreement; or (D) incurring any indebtedness. (ii) voluntarily commencing any liquidation, dissolution or winding up of the Company or any material subsidiary. (iii) making any material amendments to the Certificate of Incorporation or Bylaws of the Company; (iv) engaging in any line of business other than media, communications and entertainment products, services and programming, and electronic retailing, or other businesses engaged in by the Company as of the date of determination of the Total Debt Ratio; (v) adopting any stockholder rights plan (or any other plan or arrangement that could reasonably be expected to disadvantage any stockholder on the basis of the size or voting power of its shareholding) that would adversely affect Liberty or Mr. Diller; (vi) entering into any agreement with any holder of the Company's equity securities in such stockholder's capacity as such which grants such stockholder with approval rights similar in type and magnitude to the Contingent Matters provisions of the Amended and Restated Governance Agreement. E. Liberty's Preemptive Rights Pursuant to the Amended and Restated Stockholders Agreement, in the event that after the Closing, the Company issues or proposes to issue (other than the Company and its affiliates or Liberty and its affiliates and other than an excluded issuance) any shares of Common Stock or Class B Common Stock (including shares issued upon exercise, conversion or exchange of options, warrants and convertible securities but excluding shares of Common Stock issued upon conversion of Class B Common Stock and exchange shares issued in accordance with the Liberty Exchange Agreement), Liberty shall have certain preemptive rights that entitle it to purchase or cause one of its affiliates to purchase for cash a number of shares so that Liberty shall maintain the identical percentage equity beneficial ownership in the Company interest that Liberty owned immediately prior to such issuance or proposed issuance. Any such purchase by Liberty will be allocated between Common Stock and Class B Common Stock in the same proportion as the issuance or issuances giving rise to the preemptive right, except to the extent that Liberty opts to acquire shares of Common Stock in lieu of shares of Class B Common Stock.

20 F. Registration Rights Vivendi Universal and its affiliates, Liberty and Mr. Diller shall be entitled to customary registration rights with respect to shares of Common Stock (and in the case of Vivendi Universal and its affiliates, the Equity Warrants) owned by them as of the Closing or acquired from the Company in the future (including the ability to transfer registration rights in connection with the sale or other disposition of Common Stock). Vivendi Universal and its affiliates, Liberty and Mr. Diller will be entitled to demand registration rights but no more than four in the case of Vivendi Universal and its affiliates, four in the case of Liberty, and three in the case of Mr. Diller. The costs of such registration shall be paid by the Company. The Company will not be required to register such shares if a stockholder would be permitted to sell the shares in the quantities proposed to be sold at such time in one transaction under Rule 144 of the Securities Act or under another comparable exemption from registration. IV. AMENDED AND RESTATED STOCKHOLDERS AGREEMENT A. General On December 16, 2001, the Company, Vivendi Universal, Universal, Liberty and Mr. Diller entered into an Amended and Restated Stockholders Agreement (the "Amended and Restated Stockholders Agreement"), which will become effective at the Closing and supersede the Stockholders Agreement among Universal, Liberty, Mr. Diller, the Company and Seagram, dated as of October 19, 1997. B. Corporate Governance Each party has agreed to vote against any Contingent Matter if Mr. Diller and Liberty do not approve such transaction. Universal, Liberty and Mr. Diller have also agreed to vote all Company securities over which they have voting control in favor of the respective designees of Universal and Liberty to the Company's Board of Directors. Each of Universal and Liberty has granted to Mr. Diller an irrevocable proxy with respect to all Company securities owned by Universal and Liberty for all matters, except, with respect to the proxy granted by Liberty, for Contingent Matters to which Liberty has not consented. The proxy will generally remain in effect until the earlier of the CEO Termination Date or such date that Mr. Diller becomes Disabled, provided that Mr. Diller still owns at least 20,000,000 shares of Common Stock (including options). C. Restrictions on Transfers Until the earlier of the CEO Termination Date or such date that Mr. Diller becomes Disabled, subject to the other provisions of the Amended and Restated Stockholders Agreement, neither Liberty nor Mr. Diller can transfer shares of Common Stock or Class B Common Stock, other than (i) transfers by Mr. Diller to pay taxes relating to certain Company incentive compensations and stock options, (ii) transfers to each party's respective affiliates, (iii) certain pledges relating to financings, and (iv) transfers of options or Company's stock in connection with "cashless exercises" or Mr. Diller's options. These restrictions are subject to a number of exceptions (which exceptions are generally subject to the rights of first refusal as described below): (i) either stockholder may transfer shares of Common Stock or Class B Common Stock to an unaffiliated third party or Universal

21 subject to tag-along rights described below; (ii) either stockholder may transfer Common Stock or Class B Common Stock so long as, in the case of Mr. Diller, he continues to beneficially own at least 4,400,000 shares of Common Stock or Class B Common Stock (including stock options) and, in the case of Liberty, Liberty continues to beneficially own 4,000,000 shares of Company securities, and in the case of a transfer of an interest in or shares of Common Stock or Class B Common Stock held by the BDTV Entities, after such transfer, Liberty and Mr. Diller collectively control 50.1% of the total voting power of Company; or (iii) either stockholder may transfer Company stock so long as it complies with the requirements of Rule 144 or Rule 145 and, in the case of a transfer of an interest in or shares of Common Stock or Class B Common Stock held by the BDTV Entities, after such transfer, Liberty and Mr. Diller collectively control 50.1% of the total voting power of the Company. D. Tag-Along Rights and Rights of First Refusal Mr. Diller and Liberty are entitled to a right to "tag-along" (i.e., participate on a pro rata basis) on sales of Common Stock or Class B Common Stock by the other to any third party. Liberty's tag- along right will not be triggered in case of (i) sales by Mr. Diller of an aggregate of not more than 4,000,000 shares of Common Stock or Class B Common Stock within any rolling 12-month period, (ii) transfers by Mr. Diller to pay taxes relating to certain Company incentive compensation and stock options or transfers in connection with "cashless exercises" or Mr. Diller's options, (iii) market sales or (iv) generally when Mr. Diller is no longer CEO. Mr. Diller has a right of first refusal with respect to sales by Universal and its affiliates of Common Stock or Class B Common Stock. Such right will not be triggered in case of (i) transfers between affiliates of Vivendi Universal, (ii) market sales, in aggregate, of not more than 1,000,000 shares of Common Stock or Class B Common Stock within any rolling 12-month period, and (iii) transfers of an aggregate of not more than 4,000,000 shares of Common Stock or Class B Common Stock within any rolling 12-month period. Liberty also has a substantially similar right of first refusal on the sales of shares of Common Stock and Class B Common Stock by Vivendi Universal and its affiliates, subject to Mr. Diller's right of first refusal. Each of Mr. Diller and Liberty is entitled to a right of first refusal in the case of a transfer by the other of Common Stock or Class B Common Stock to a third-party unless, (i) such third-party is an affiliate of the selling shareholder, (ii) not more than 4,000,000 shares of Common Stock or Class B Common Stock on aggregate are transferred within any rolling 12-month period or (iii) not more than 1,000,000 shares of Common Stock or Class B Common Stock are transferred within any rolling 12-month period through market sales. E. Transfers of Shares of Class B Common Stock If a party to the Amended and Restated Stockholders Agreement proposes to transfer shares of Class B Common Stock, the other parties are entitled to swap any shares of Common Stock they own for such shares, Mr. Diller having the priority over Liberty in case of transfers made by Universal. To the extent there remain shares of Class B Common Stock that the selling stockholder would otherwise transfer to a third

22 party, such shares must be converted into shares of Common Stock prior to the transfer. This restriction does not apply to, among other transfers, to transfers among the parties and their affiliates. F. BDTV Entity Arrangements Mr. Diller and Liberty will continue to have the same arrangements with respect to the voting control and ownership of BDTV, BDTV II, BDTV III, BDTV IV and any other BDTV entity that may be formed (collectively, the "BDTV Entities"). G. Termination of Amended and Restated Stockholders Agreement Universal's rights and obligations under the Amended and Restated Stockholders Agreement generally terminate at such time as Universal no longer beneficially owns at least 5% of the total equity securities of the Company. Mr. Diller's and Liberty's rights under the Amended and Restated Stockholders Agreement generally terminate at such time as, in the case of Mr. Diller, he no longer beneficially owns at least 4,400,000 shares of Common Stock or Class B Common Stock and, in the case of Liberty, 4,000,000 shares of Common Stock or Class B Common Stock. Liberty's tag-along rights terminate at such time as it and its affiliates cease to beneficially own at least 5% of the outstanding shares of Common Stock and Class B Common Stock. Mr. Diller's rights under the Amended and Restated Stockholders Agreement generally terminate if the CEO Termination Date has occurred or if Mr. Diller has become Disabled. V. WARRANT AGREEMENT In conjunction with the Proposed Transaction, the Company has agreed to issue at the Closing to Universal the Equity Warrants and to enter into an equity warrant agreement, substantially in the form of Exhibit B to the Transaction Agreement, with The Bank of New York, as equity warrant agent. Each Equity Warrant represents the right to purchase one share of Common Stock, par value $.01 per share, of the Company (subject to adjustment to protect against dilution). Each Equity Warrant will be exercisable commencing six months from the date of issuance until its expiration date on the tenth anniversary of its issuance. Holders of Equity Warrants will not be entitled, by virtue of being such holders, to have any rights of holders of Common Stock until they exercise their Equity Warrants. The Equity Warrants will be issued in three tranches as follows: Number of Equity Warrants Exercise Price Per Equity Warrant ------------------------- --------------------------------- 24,187,094 $27.50 24,187,094 $32.50 12,093,547 $37.50

23 The number of Equity Warrants will be reduced if the proposed transaction between the Company and Expedia is not consummated. It is contemplated that in the event of such an adjustment, there would be an aggregate of 57,119,525 Equity Warrants, comprised of 22,847,810 Equity Warrants with an exercise price of $27.50, 22,847,810 Equity Warrants with an exercise price of $32.50, and 11,423,905 Equity Warrants with an exercise price of $37.50. Neither the Common Stock issuable upon exercise of the Equity Warrants nor the Equity Warrants will be registered under the Securities Act as of the Closing. Universal has certain enumerated demand registration rights, which are outlined in the Amended and Restated Governance Agreement and the Equity Warrants are transferable, except in accordance with the limitations outlined in the Amended and Restated Governance Agreement and the Amended and Restated Stockholders Agreement. VI. PARTNERSHIP AGREEMENT At the Closing, as provided in the Transaction Agreement, Universal, the Company, USANi LLC and Mr. Diller will execute a Limited Liability Limited Partnership Agreement (the "Partnership Agreement"), substantially in the form attached thereto. The Partnership Agreement governs the formation and management of the Partnership, the terms of the preferred and common interests in the Partnership, distributions, the transfer of interests in the Partnership and the dissolution and liquidation of the Partnership. Common interests in the Partnership will be held by Universal (through one or more wholly owned subsidiaries), the Company, USANi LLC and Mr. Diller in participation percentages of 93.06%, 0.54%, 4.90% and 1.50% respectively. The Company will also hold an additional equity interest consisting of a class A preferred interest with $750,000,000 face value, which will accrete at a rate of 5.0% per annum, and a class B preferred interest with $1,750,000,000 face value, which will accrete at a rate of 1.4% per annum. The Company will also receive cumulative preferred distributions in respect of the class B preferred interests of the Partnership at a rate of 3.6% per annum. Further, at the Closing, the Company is expected to receive a $1,618,710,396 cash distribution from the Partnership. Pursuant to the terms of the Partnership Agreement beginning on the twentieth anniversary of the Closing, Vivendi Universal and/or Universal will have the right to purchase all (but not less than all) of the class B preferred interests held by the Company and its affiliates, and the Company and its affiliates will have the right to sell such interests to Universal in return for the lesser of (i) 56,611,308 shares of Common Stock and Class B Common Stock in the aggregate, and (ii) the number of shares of Common Stock or Class B Common Stock with an aggregate market value equal to the then-face value of the class B interests. Universal may, at its election, deliver cash in lieu of shares of Common Stock (but not Class B Common Stock) otherwise required pursuant to the terms of the class B preferred interests of the Partnership. In accordance with the terms of the Transaction Agreement and until such time as the obligations with respect to the put and call options described above have been satisfied, Universal and its affiliates will at all times retain at least 43,181,308 shares of Common Stock and 13,430,000 shares of Class B Common Stock, in each case free of any liens.

24 ITEM 7. Material to be Filed as Exhibits The information contained in Item 7 of the Schedule 13D is hereby amended and supplemented by adding the following information: The following documents are filed as exhibits to this statement: 44. Transaction Agreement, dated as of December 16, 2001, by and among Vivendi Universal, S.A., Universal Studios, Inc., the Company, USANi LLC, Liberty Media Corporation and Barry Diller. 45. Agreement and Plan of Merger and Exchange, dated as of December 16, 2001, by and among Vivendi Universal, S.A., Light France Acquisition 1, S.A.S., Universal Studios, Inc., the Company, additional merger subsidiaries listed on the signature page thereto, Liberty Media Corporation, Liberty Programming Company LLC, Liberty Programming France, Inc., LMC USA VII, Inc., LMC USA VIII, Inc., LMC USA X, Inc., Liberty HSN LLC Holdings, Inc., and the Liberty Holding entities listed in the signature pages thereto. 46. Amended and Restated Governance Agreement, dated as of December 16, 2001, by and among the Company, Universal Studios, Inc., Liberty Media Corporation, Barry Diller and Vivendi Universal, S.A. 47. Amended and Restated Stockholders Agreement, dated as of December 16, 2001, by and among Universal Studios, Inc., Liberty Media Corporation and Barry Diller. 48. Form of Limited Liability Limited Partnership Agreement of [Vivendi Universal Entertainment] L.L.L.P., among a wholly owned subsidiary of Universal Studios, Inc., USA Networks, Inc., USANi LLC and Barry Diller. 49. Form of Equity Warrant Agreement between USA Networks, Inc. and The Bank of New York.

25 SIGNATURES After reasonable inquiry and to the best of his or her knowledge and belief, each of the undersigned certifies that the information in this statement is true, complete and correct. Dated: December 20, 2001 LIBERTY MEDIA CORPORATION By: /s/ Charles Y. Tanabe -------------------------------- Name: Charles Y. Tanabe Title: Senior Vice President and General Counsel BARRY DILLER /s/ Barry Diller ----------------------------------- UNIVERSAL STUDIOS, INC. By: /s/ Howard Miller -------------------------------- Name: Howard Miller Title: Assistant Secretary THE SEAGRAM COMPANY LTD. By: /s/ John R. Preston -------------------------------- Name: John R. Preston Title: Senior Vice President By: /s/ George E. Bushnell III ------------------------------- Name: George E. Bushnell III Title: Secretary VIVENDI UNIVERSAL, S.A. By: /s/ George E. Bushnell III ------------------------------- Name: George E. Bushnell III Title: Vice President

26 BDTV INC., BDTV II INC., BDTV III INC., BDTV IV INC. By: /s/ Barry Diller -------------------------------- Name: Barry Diller Title: President

27 INDEX TO EXHIBITS 1. Written Agreement between TCI and Mr. Diller regarding Joint Filing of Schedule 13D./*/ 2. Definitive Term Sheet regarding Stockholders Agreement, dated as of August 24, 1995, by and between Liberty Media Corporation and Mr. Diller./*/ 3. Definitive Term Sheet regarding Equity Compensation Agreement, dated as of August 24, 1995, by and between the Company and Mr. Diller./*/ 4. Press Release issued by the Company and Mr. Diller, dated August 25, 1995./*/ 5. Letter Agreement, dated November 13, 1995, by and between Liberty Media Corporation and Mr. Diller./*/ 6. Letter Agreement, dated November 16, 1995, by and between Liberty Media Corporation and Mr. Diller./*/ 7. First Amendment to Stockholders Agreement, dated as of November 27, 1995, by and between Liberty Media Corporation and Mr. Diller./*/ 8. Agreement and Plan of Merger, dated as of November 27, 1995, by and among Silver Management Company, Liberty Program Investments, Inc., and Liberty HSN, Inc./*/ 9. Exchange Agreement, dated as of November 27, 1995, by and between Silver Management Company and Silver King Communications, Inc./*/ 10. Agreement and Plan of Merger, dated as of November 27, 1995, by and among Silver King Communications, Inc., Thames Acquisition Corp. and Savoy Pictures Entertainment, Inc./*/ 11. Voting Agreement, dated as of November 27, 1995, by and among Certain Stockholders of the Company and Savoy Pictures Entertainment, Inc./*/ 12. Letter Agreement, dated March 22, 1996, by and between Liberty Media Corporation and Barry Diller./*/ 13. In re Applications of Roy M. Speer and Silver Management Company, Federal Communications Commission Memorandum and Order, adopted March 6, 1996 and released March 11, 1996./*/ 14. In re Applications of Roy M. Speer and Silver Management Company, Request for Clarification of Silver Management Company, dated April 10, 1996./*/ 15. In re Applications of Roy M. Speer and Silver Management Company, Federal Communications Commission Memorandum Opinion and Order and Notice of Apparent Liability, adopted June 6, 1996 and released June 14, 1996./*/ 16. Amended and Restated Joint Filing Agreement of TCI, Mr. Diller and BDTV./*/

28 17. Amended and Restated Certificate of Incorporation of BDTV INC./*/ 18. Press Release issued by the Company and Home Shopping Network, Inc., dated August 26, 1996./*/ 19. Agreement and Plan of Exchange and Merger, dated as of August 25, 1996, by and among the Company, Home Shopping Network, Inc., House Acquisition Corp., and Liberty HSN, Inc./*/ 20. Termination Agreement, dated as of August 25, 1996, among the Company, BDTV Inc., Liberty Program Investments, Inc., and Liberty HSN, Inc./*/ 21. Voting Agreement, dated as of August 25, 1996, by and among Certain Stockholders of Home Shopping Network, Inc. and the Company./*/ 22. Voting Agreement, dated as of August 25, 1996, by and among Barry Diller, Liberty Media Corporation, Arrow Holdings, LLC, BDTV Inc., and Home Shopping Network, Inc./*/ 23. Letter Agreement, dated as of August 25, 1996, by and between Liberty Media Corporation and Barry Diller./*/ 24. Second Amended and Restated Joint Filing Agreement by and between TCI, Mr. Diller, BDTV Inc. and BDTV II Inc./*/ 25. Stock Exchange Agreement, dated as of December 20, 1996, by and between the Company and Liberty HSN, Inc./*/ 26. Letter Agreement, dated as of February 3, 1997, by and between BDTV INC. and David Geffen./*/ 27. Stock Exchange Agreement, dated as of May 20, 1997, by and between HSN, Inc. and Mr. Allen./*/ 28. Stockholders Agreement, dated as of May 20, 1997, by and among, Mr. Diller, Mr. Allen and Liberty Media Corporation./*/ 29. Letter Agreement, dated as of May 20, 1997, by and between Mr. Diller and Liberty Media Corporation./*/ 30. Third Amended and Restated Joint Filing Agreement by and between TCI, Mr. Diller, BDTV Inc., BDTV II Inc. and BDTV III Inc./*/ 31. Certificate of Incorporation of BDTV III Inc./*/ 32. Investment Agreement among Universal Studios, Inc., HSN, Inc., Home Shopping Network, Inc. and Liberty Media Corporation, dated as of October 19, 1997 as amended and restated as of December 18, 1997./*/ 33. Governance Agreement among HSN, Inc., Universal Studios, Inc., Liberty Media Corporation and Barry Diller, dated as of October 19, 1997./*/ 34. Stockholders Agreement among Universal Studios, Inc., Liberty Media Corporation, Barry Diller, HSN, Inc. and The Seagram Company Ltd. dated as of October 19, 1997./*/ 35. Spinoff Agreement among Liberty Media Corporation, Universal Studios, Inc. and HSN, Inc. dated as of October 19, 1997./*/

29 36. Exchange Agreement among HSN, Inc., Universal Studios, Inc. and Liberty Media Corporation, dated as of October 19, 1997./*/ 37. Amended and Restated LLC Operating Agreement of USANi LLC, by and among USA Networks, Inc., Home Shopping Network, Inc., Universal Studios, Inc., Liberty Media Corporation and Barry Diller, dated as of February 12, 1998./*/ 38. Letter Agreement between Liberty HSN, Inc. and HSN, Inc., dated as of October 19, 1997./*/ 39. Fourth Amended and Restated Joint Filing Agreement between Tele- Communications, Inc., Universal Studios, Inc., The Seagram Company Ltd. and Barry Diller, dated as of February 23, 1998./*/ 40. Certificate of Incorporation of BDTV IV INC./*/ 41. Fifth Amended and Restated Joint Filing Agreement by and among Tele-Communications, Inc., Liberty Media Corporation, Barry Diller, Universal Studios, Inc., The Seagram Company Ltd., BDTV INC., BDTV II INC., BDTV III INC. and BDTV IV INC, dated as of July 19, 1999./*/ 42. Sixth Amended and Restated Joint Filing Agreement by and among Liberty Media Corporation, Barry Diller, Universal Studios, Inc., The Seagram Company Ltd., Vivendi Universal, BDTV INC., DDTV II INC., BDTV III INC. and BDTV IV INC. dated as of June 22, 2001. /*/ 43. Letter Agreement, dated July 15, 2001, by and among the Company, Mr. Diller, Universal and Liberty./*/ 44. Transaction Agreement, dated as of December 16, 2001, by and among Vivendi Universal, S.A., Universal Studios, Inc., the Company, USANi LLC, Liberty Media Corporation and Barry Diller. 45. Agreement and Plan of Merger and Exchange, dated as of December 16, 2001, by and among Vivendi Universal, S.A., Light France Acquisition 1, S.A.S., Universal Studios, Inc., the Company, additional merger subsidiaries listed on the signature page thereto, Liberty Media Corporation, Liberty Programming Company LLC, Liberty Programming France, Inc., LMC USA VII, Inc., LMC USA VIII, Inc., LMC USA X, Inc., Liberty HSN LLC Holdings, Inc., and the Liberty Holding entities listed in the signature page thereto. 46. Amended and Restated Governance Agreement, dated as of December 16, 2001, by and among the Company, Universal Studios, Inc., Liberty Media Corporation, Barry Diller, and Vivendi Universal, S.A. 47. Amended and Restated Stockholders Agreement, dated as of December 16, 2001, by and among Universal Studios, Inc., Liberty Media Corporation and Barry Diller. 48. Form of Limited Liability Limited Partnership Agreement of [Vivendi Universal Entertainment] L.L.L.P., among a wholly owned subsidiary of Universal Studios, Inc., USA Networks, Inc., USANi LLC and Barry Diller. 49. Form of Equity Warrant Agreement between USA Networks, Inc. and The Bank of New York. /*/ Previously filed.

30 Schedule 3 of the Schedule 13D is hereby amended to read in its entirety as follows: SCHEDULE 3 DIRECTORS AND EXECUTIVE OFFICERS OF LIBERTY MEDIA CORPORATION The name and present principal occupation of each director and executive officer of Liberty Media Corporation are set forth below. Unless otherwise noted, the business address for each person listed below is c/o Liberty Media Corporation, 12300 Liberty Boulevard, Englewood, Colorado 80112. All executive officers and directors listed on this Schedule 3 are United States citizens, except for David J.A. Flowers, who is a Canadian citizen. Name and Business Address Principal Occupation - ------------------------- John C. Malone Chairman of the Board and Director of Liberty Robert R. Bennett President, Chief Executive Officer and Director of Liberty; Chairman of the Board and Director of Liberty Digital, Inc. Donne Fisher Director of Liberty; President-Venture Capital, Fisher Capital Partners Ltd. Gary S. Howard Executive Vice President, Chief Operating Officer and Director of Liberty; Chairman of the Board and Director of Liberty Satellite & Technology, Inc. Paul A. Gould Director of Liberty; Managing Director Allen & Company Incorporated of Allen & Company Incorporated 711 5th Avenue, 8th Floor New York, NY 10022 Jerome H. Kern Director of Liberty; Consultant, Kern Kern Consulting LLC Consulting LLC 4600 S. Syracuse Street Denver, CO 80237 Larry E. Romrell Director of Liberty David J.A. Flowers Senior Vice President and Treasurer of Liberty Elizabeth M. Markowski Senior Vice President of Liberty Charles Y. Tanabe Senior Vice President, General Counsel and Secretary of Liberty Peter N. Zolintakis Senior Vice President of Liberty

31 Christopher W. Shean Vice President and Controller of Liberty Schedule 4 of the Schedule 13D is hereby deleted in its entirety.

32 Schedule 5 of the Schedule 13D is hereby amended to read in its entirety as follows: SCHEDULE 5 DIRECTORS AND EXECUTIVE OFFICERS OF VIVENDI UNIVERSAL, S.A. Set forth below is the name, business address, principal occupation or employment and citizenship of each director and executive officer of Vivendi Universal. Unless otherwise indicated, the business address of each person listed below is 42, Avenue de Friedland, 75380 Paris Cedex 08, France. Name and Business Principal Occupation Address or Employment and Business Address Citizenship - ------- ---------------------------------- ----------- Jean-Marie Messier Chairman and CEO of Vivendi France Universal. Eric Licoys Co-COO Vivendi Universal. France Pierre Lescure Chairman and CEO of CANAL+, Chairman France of the Executive Board of Groupe CANAL+ and Co-COO of Vivendi Universal. Bernard Arnault Chairman and CEO of LVMH. France 30, avenue Hoche 75008 Paris, France Jean-Louis Beffa Chairman and CEO of Compagnie de France Sain-Gobain. Les Miroirs 92096 Paris Cedex 27, France Edgar Bronfman, Jr. Vice Chairman of the Board of United Directors of Vivendi Universal. States Richard H. Brown Chairman and CEO of Electronic Data United Systems Corporation. States 5400 Legacy Drive Plano, Texas 75024-3198 Jean-Marc Espalioux Chairman of the Executive Board of France Accor. Tour Maine Montparnasse 33, avenue du Maine 75755 Paris Cedex 15, France Philippe Foriel- Chairman and CEO of Adecco France Destezet 52, rue de la Bienfaisance 75008 Paris, France Jacques Friedmann Retired Chairman of the Supervisory France Board of AXA-UAP (Chairman from 1993- 2000). 80, avenue de Breteuil 75007 Paris, France

33 Guillaume Hannezo Senior Executive Vice President and France CFO of Vivendi Universal Esther Koplowitz Chairman and Member of the Board of Spain Directors of Fomento de Construcciones y Contratas Torre Picasso Plaza Pablo Ruiz Picasso 28020 Madrid, Spain Mario-Josee Kravis Senior Fellow, Hudson Institute United c/o 625 Park Avenue States New York, NY 12021 Henri Lachmann Chairman and CEO of Schneider France Electric Industries. 43-45, boulevard F. Roosevelt, 92500 Rueil-Malmaison, France Samuel Minzberg President and Chief Executive Officer Canada of Claridge Inc. 1170 Peel Street Montreal, Quebec H3B, 4P2 Simon Murray Chairman of Simon Murray & Company U.K. Princes House-2nd Floor 38, Jermyn Street London SW1Y 6DT Serge Tchuruk Chairman and CEO of Alcatel France 54, rue de la Boetie 75008 Paris, France Rene Thomas Honorary Chairman and Director of France Banque Nationale de Paris-PARIBAS. 16, boulevard des Italiens 75009 Paris, France Marc Vienot Honorary Chairman and Director of France Societe Generale. Tour Societe Generale 92972 Paris La Defense Cedex, France

                                                                  EXHIBIT 44


==============================================================================



                             TRANSACTION AGREEMENT



                                     Among



                           VIVENDI UNIVERSAL, S.A.,


                           UNIVERSAL STUDIOS, INC.,


                              USA NETWORKS, INC.,


                                   USANi LLC

                                      and

                           LIBERTY MEDIA CORPORATION








                         Dated as of December 16, 2001





==============================================================================


TABLE OF CONTENTS Page ARTICLE I Definitions and Usage ARTICLE II Transactions and Closing SECTION 2.01. Exchange Rights...............................................2 SECTION 2.02. USANi Shares..................................................3 SECTION 2.03. Transfer and Acquisition......................................3 SECTION 2.04. Other Transactions............................................4 SECTION 2.05. Assignment of Contracts and Rights............................4 SECTION 2.06. Closing Date..................................................5 SECTION 2.07. Assignment of Rights by Diller................................5 ARTICLE III Representations and Warranties of Parent Parties SECTION 3.01. Organization, Standing and Power..............................6 SECTION 3.02. Authority; Execution and Delivery; Enforceability.............................................6 SECTION 3.03. No Conflicts; Consents........................................8 SECTION 3.04. Capitalization of USAi; Warrants..............................9 SECTION 3.05. The Contributed Subsidiaries.................................10 SECTION 3.06. Financial Statements; No Undisclosed Liabilities...............................................12 SECTION 3.07. Contracts....................................................13 SECTION 3.08. Contributed Assets...........................................14 SECTION 3.09. Real Property................................................14 SECTION 3.10. Intangible Property..........................................14 SECTION 3.11. Licenses.....................................................15 SECTION 3.12. Absence of Changes or Events.................................15 SECTION 3.13. Compliance with Applicable Laws..............................15 SECTION 3.14. Litigation...................................................16 SECTION 3.15. Universal Contributed Interests..............................16 SECTION 3.16. Brokers or Finders...........................................17 SECTION 3.17. Investment Intent............................................17 SECTION 3.18. Tax Matters..................................................18 SECTION 3.19. Employee Matters.............................................18

ii ARTICLE IV Agreements and Covenants SECTION 4.01. Covenants Relating to Conduct of Business..................................................20 SECTION 4.02. Access to Information........................................23 SECTION 4.03. Confidentiality..............................................23 SECTION 4.04. Reasonable Best Efforts......................................24 SECTION 4.05. Expenses; Transfer Taxes.....................................24 SECTION 4.06. Distribution Agreements......................................25 SECTION 4.07. Publicity....................................................26 SECTION 4.08. Further Assurances...........................................26 SECTION 4.09. Board Recommendation.........................................27 SECTION 4.10. Preparation of Proxy Statement; Stockholders Meeting......................................27 SECTION 4.11. Commercial Arrangements......................................29 SECTION 4.12. Tax Matters..................................................29 SECTION 4.13. Agreement Not To Compete.....................................30 SECTION 4.14. USAi Partnership Interests...................................32 SECTION 4.15. Officers of the Partnership..................................32 SECTION 4.16. Partnership Agreement Obligations............................32 SECTION 4.17. Committed LLC Shares; Committed Common Equity....................................................32 SECTION 4.18. Partnership..................................................33 SECTION 4.19. Substitute Letters of Credit; Guarantees................................................33 SECTION 4.20. USANi Tax Distribution.......................................33 SECTION 4.21. Lease Arrangement............................................34 SECTION 4.22. USA Name.....................................................34 SECTION 4.23. Options and Restricted Stock.................................34 ARTICLE V Conditions Precedent SECTION 5.01. Conditions to Each Party's Obligation........................35 SECTION 5.02. Additional Conditions to Obligation of each Parent Party.........................................36 SECTION 5.03. Frustration of Closing Conditions............................36 ARTICLE VI Termination SECTION 6.01. Termination..................................................37 SECTION 6.02. Effect of Termination........................................37

iii ARTICLE VII Indemnification SECTION 7.01. Indemnification by Each Parent Party.........................38 SECTION 7.02. Tax Indemnification by Each Parent Party......................................................40 SECTION 7.03. Refunds......................................................42 SECTION 7.04. Calculation of Losses........................................42 SECTION 7.05. Termination of Indemnification...............................42 SECTION 7.06. Procedures; Exclusivity......................................43 SECTION 7.07. Survival.....................................................45 ARTICLE VIII Miscellaneous SECTION 8.01. Approval of Transactions.....................................45 SECTION 8.02. Notices......................................................46 SECTION 8.03. No Third Party Beneficiaries.................................46 SECTION 8.04. Waiver.......................................................46 SECTION 8.05. Assignment...................................................47 SECTION 8.06. Integration..................................................47 SECTION 8.07. Headings.....................................................47 SECTION 8.08. Counterparts.................................................47 SECTION 8.09. Severability.................................................47 SECTION 8.10. Governing Law................................................47 SECTION 8.11. Jurisdiction.................................................48 SECTION 8.12. Specific Performance.........................................48 SECTION 8.13. Amendments...................................................48 SECTION 8.14. Interpretation...............................................49 ANNEX A EXHIBITS SCHEDULES

TRANSACTION AGREEMENT (this "Agreement") dated as of December 16, 2001, by and among VIVENDI UNIVERSAL, S.A., a societe anonyme organized under the laws of France ("Vivendi"), UNIVERSAL STUDIOS, INC., a Delaware corporation ("Universal"), USA NETWORKS, INC., a Delaware corporation ("USAi"), USANI LLC, a Delaware limited liability company ("USANi"), LIBERTY MEDIA CORPORATION, a Delaware corporation ("Liberty"), and, for purposes of Sections 2.03(a)(iv), 2.03(a)(v), 2.03(a)(vii), 2.07, 4.10(d) and 8.01 only, BARRY DILLER ("Diller"). Preliminary Statement WHEREAS USANi desires to distribute to Universal and its Affiliates (such term and such other terms used and not defined in this Preliminary Statement, as defined in Annex A) the USANi Distributed Interests in return for the cancellation of all the USANi Shares owned by Universal and its Affiliates; WHEREAS Affiliates of Universal and USAi desire to form the Partnership with Universal Contributing (or causing to be Contributed) the Universal Contributed Interests and the USANi Distributed Interests, USANi Contributing (or causing to be Contributed) the USANi Contributed Interests and USAi Contributing (or causing to be Contributed) all of the membership interests in USA Films, and with the Partnership operating and conducting its business on the terms set forth in the Partnership Agreement; WHEREAS Universal, USAi and USANi desire that the Partnership grant to Diller a participating interest in the Partnership as compensation for agreeing to serve as the Chairman and CEO of the Partnership and in consideration for Diller agreeing to be bound by certain non-competition provisions; WHEREAS USAi desires to issue to Universal the Warrants in exchange for Universal agreeing to enter into the commercial arrangements described in Section 4.11 and for other valuable consideration, including Universal agreeing to the put/call arrangements set forth in Section 8.07 of the Partnership Agreement and agreeing to serve as general partner of the Partnership; and

2 WHEREAS, in connection with the foregoing, the parties hereto, as applicable, desire to terminate the Exchange Agreement, effective as of the Closing Date, but after the exchanges contemplated by Section 2.01 of the Universal/Liberty Merger Agreement and to amend and restate, effective as of the Closing, the Stockholders Agreement and the Governance Agreement. NOW, THEREFORE, the parties hereto hereby agree as follows: ARTICLE I Definitions and Usage Unless the context shall otherwise require, terms used and not defined herein shall have the meanings assigned thereto in Annex A. Inclusion of, or reference to, any matter in any Schedule to this Agreement does not constitute an admission of the materiality of any such matter. ARTICLE II Transactions and Closing Upon the terms and subject to the conditions set forth herein, the parties shall consummate each of the following transactions. SECTION 2.01. Exchange Rights. (a) Prior to effecting the transactions contemplated by Section 2.02 of this Agreement, but immediately after the exchanges contemplated by Section 2.01 of the Universal/Liberty Merger Agreement, (i) the Exchange Agreement, except the representations and warranties contained therein, and (ii) Section 6.01 of the Investment Agreement, shall be terminated, whereby the USANi Shares will no longer be exchangeable for USAi Common Equity. Each party hereto that is also a party to the Exchange Agreement and/or the Investment Agreement shall execute and deliver, or shall cause to be executed and delivered, all such documents and instruments and shall take, or cause to be taken, all actions necessary to effect the terminations required pursuant to this Section 2.01 at the time specified herein. (b) During the period from the date of this Agreement to the time of the termination of the exchange right referred to above, USAi shall not take any action to

3 require either Universal or Liberty to exchange their USANi Shares for shares of USAi Common Stock pursuant to the Exchange Agreement and during the period from the date of this Agreement to and including the Closing Date, USAi shall not take any action to require Liberty to exchange the shares of Home Shopping Network, Inc. for USAi Common Stock pursuant to the Liberty Exchange Agreement. SECTION 2.02. USANi Shares. On the Closing Date, immediately prior to effecting the transactions contemplated by Section 2.03, (a) the USAi Share Exchanges and the Mergers (each as defined in the Universal/Liberty Merger Agreement) shall be consummated, then (b) USANi shall distribute to Universal and/or its Affiliates (I) the USANi Universal Distributed Interests in return for the cancellation of 282,161,530 USANi Shares owned by Universal and its Affiliates and (II) the USANi Liberty Distributed Interests in return for the cancellation of 38,694,982 USANi Shares owned by Universal and its Affiliates that were directly or indirectly acquired in connection with clause (a) above, all of which USANi Shares shall be delivered by Universal and/or its Affiliates free and clear of any Liens (the "Committed LLC Shares") and (c) Universal shall deliver to USANi cancelled share certificates representing the cancellation of all such Committed LLC Shares. SECTION 2.03. Transfer and Acquisition. (a) On the Closing Date, immediately after effecting the trans actions contemplated by Section 2.02, (i) Universal shall Contribute (or cause to be Contributed) to the Partnership all the right, title and interest of Universal and its Affiliates in, to and under the Universal Contributed Interests and the USANi Distributed Interests; (ii) USANi shall Contribute (or cause to be Contributed) to the Partnership, directly or indirectly, all the right, title and interest of USANi and its Affiliates in, to and under the USANi Contributed Interests; (iii) USAi shall Contribute (or cause to be Contributed) to the Partnership all the right, title and interest of USAi and its Affiliates in, to and under the membership interests in USA Films; (iv) Diller shall assume the roles of Chairman and CEO of the Partnership; (v) each Parent Party and Diller shall execute and deliver (or cause its Affiliates to execute and deliver) (A) the Partnership Agreement and (B) such appropriate bills of sale, assignment and assumption and other instruments of

4 transfer providing for the contributions set forth in this Section 2.03, and the parties to the Partnership Agreement shall form the Partnership; (vi) Universal shall cause the Partnership to assume the Contributed Liabilities; and (vii) each of Universal, USAi, USANi Sub and Diller (or Affiliates thereof) shall receive interests in the Partnership as set forth in the Partnership Agreement. (b) Prior to Closing, the Parent Parties shall agree upon a schedule that sets forth the agreed allocation of values of the interests being Contributed pursuant to Section 2.03(a) for tax purposes. SECTION 2.04. Other Transactions. On the Closing Date, (i) (A) USAi and The Bank of New York shall execute and deliver the Warrant Agreement and (B) USAi shall issue and deliver Warrants to Universal in the amounts and with the exercise prices as set forth in Schedule 2.04; provided, that if any event shall have occurred after the close of business on November 30, 2001 (the "Reference Date") and on or prior to the Closing Date that would result in an adjustment to the number of shares purchasable upon the exercise of Warrants under Article IV of the Warrant Agreement if such Warrants had been issued on the Reference Date, USAi shall issue and deliver to Universal Warrants to purchase the number of shares set forth on Schedule 2.04 as so adjusted, with exercise prices adjusted accordingly; (ii) Universal shall cause the Partnership to incur third party debt (on terms reasonably satisfactory to USAi) in an amount sufficient to fund the special distribution contemplated by Section 8.05 of the Partnership Agreement, which will be payable to USANi Sub on the Closing Date out of the proceeds of such debt. SECTION 2.05. Assignment of Contracts and Rights. Anything in this Agreement to the contrary notwithstanding, except as set forth on Schedule 2.05, this Agreement shall not constitute an agreement to assign any Contract or License or any claim or right or any benefit arising thereunder or resulting therefrom, or an assumption of liability thereunder, if an attempted assignment thereof, without the approval of a party thereto, would be

5 ineffective or would constitute a breach or other contravention thereof or give rise to any right of termination thereof, as a direct result of such assignment. Each Parent Party shall use its reasonable best efforts (which shall not require any payment of money) to obtain the approval of the other parties to any such Contract or License, or any claim or right or any benefit arising thereunder, for the assignment thereof to, and the assumption by, the Partnership. If as of the Closing Date an attempted assignment and assumption thereof would be ineffective or would give rise to any right of termination thereof, each Parent Party shall cooperate in arranging a mutually agreeable alternative to enable the Partnership to obtain the benefits and assume the obligations under such Contract or License in accordance with this Agreement as of the Closing Date or as soon as practicable thereafter (including through a sub-contracting, sub-licensing, or sub- leasing arrangement, or an arrangement under which such Parent Party or one of its Affiliates would enforce such Contract or License for the benefit of the Partnership, with the Partnership assuming such Parent Party's or its Affiliate's obligations and any and all rights of such Parent Party or its Affiliate against the other party thereto). If the approval of the other party is obtained, such approval shall constitute a confirmation (automatically and without further action of the parties) that such Contract or License is assigned to the Partnership as of the Closing Date, and (automatically and without further action of the parties) that the liabilities with respect to such Contract or License are assumed by the Partnership as of the Closing Date. The agreements set forth on Schedule 2.05 will apply with respect to the USAi Contracts described therein. SECTION 2.06. Closing Date. The closing of the transactions set forth in this Article II (the "Closing") shall take place at the offices of Cravath, Swaine & Moore, 825 Eighth Avenue, New York, New York 10019, at 10:00 a.m. on the second Business Day following the satisfaction (or to the extent permitted, the waiver) of all the conditions to the parties' obligations set forth in Article V (other than those requiring the delivery of documents or the taking of other action at the Closing), or at such other place, time and date as the parties hereto shall agree (the "Closing Date"). SECTION 2.07. Assignment of Rights by Diller. Diller may assign beneficial interests in the right to receive up to an aggregate of 10% of the Common Interests (as defined in the Partnership Agreement) that Diller is entitled to receive upon the Closing to one or more Persons

6 designated by Diller prior to Closing; provided that no more than four such Persons may be designated. For any such assignment to be effective, such assignee shall have agreed, pursuant to an instrument in a form reasonably satisfactory to Universal, to be bound by the terms of Section 6.07 of the Partnership Agreement. ARTICLE III Representations and Warranties of Parent Parties Representations and warranties of USAi relating to (i) the portions of its Existing Business contained in USA Cable, Studios USA or their respective subsidiaries speak only as to the period between February 13, 1998, and the date hereof and (ii) the portions of its Existing Business contained in USA Films and its subsidiaries speak only as to the period between May 29, 1999, and the date hereof (it being understood that matters existing prior to (x) February 13, 1998, in the case of clause (i) above, and (y) May 29, 1999, in the case of clause (ii) above, shall not be deemed to be a breach of a representation or warranty that speaks on and after such respective date). Subject to the immediately preceding sentence, each Parent Party (unless otherwise specified), with respect to itself and, as applicable, with respect to its Affiliates, represents and warrants to the other Parent Party as follows: SECTION 3.01. Organization, Standing and Power. Each of such Parent Party and its Transaction Affiliate(s) (i) is duly organized or formed, validly existing and in good standing (with respect to jurisdictions which recognize such concept) under the laws of the jurisdiction in which it is so organized or formed and (ii) has full corporate or limited liability company power and authority to perform and comply with all the terms and conditions of each Transaction Document to which it is, or is specified to be, a party. Each of such Parent Party and its Transaction Affiliate(s) is duly qualified to do business as a foreign corporation or limited liability company and is in good standing (with respect to jurisdictions which recognize such concept) in each jurisdiction in which the nature of the business transacted by it or the character or location of the properties owned or leased by it requires such qualification, except where failure to be so qualified would not have a Material Adverse Effect. SECTION 3.02. Authority; Execution and Delivery; Enforceability. Each of such Parent Party and its Affiliates has full power and authority to execute and

7 deliver the Transaction Documents to which it is, or is specified to be, a party and to consummate the Transactions to which it is, or is specified to be, a party. The execution, delivery and performance by each of such Parent Party and its Affiliates of the Transaction Documents to which it is, or is specified to be, a party and the consummation by each of such Parent Party and its Affiliates of the Transactions to which it is, or is specified to be, a party have been (or, with respect to such Affiliates, prior to the Closing Date will be) duly authorized by all necessary corporate or limited liability company action subject, in the case of USAi, to receipt of the USAi Stockholder Approvals, and no other corporate proceedings on the part of such Parent Party or its Affiliates are necessary to authorize this Agreement or the consummation of the Transactions. Each of such Parent Party and its Affiliates has duly executed and delivered this Agreement (to the extent a party hereto) and prior to the Effective Time will have duly executed and delivered each other Transaction Document to which it is, or is specified to be, a party, and this Agreement constitutes, and each other Transaction Document to which it is, or is specified to be, a party will, after the Effective Time (assuming the execution and delivery by each other party thereto), constitute its legal, valid and binding obligations, enforceable against it in accordance with its terms. The USAi Board formed a special committee of the USAi Board, composed of the four disinterested directors on the USAi Board (the "Special Committee"), to consider this Agreement, the other Transaction Documents to which USAi is a party and the Transactions, and to make a recommendation with respect thereto to the entire USAi Board. The Special Committee, at a meeting duly called and held at which all members of the Special Committee were present either in person or by telephone, (x) received the opinion of Bear, Stearns & Co. to the effect that the consideration to be received by USAi in the Transactions is fair, from a financial point of view, to the stockholders of USAi other than Universal, Liberty, Diller and their Affiliates, and (y) duly and unanimously (and without any abstentions) adopted resolutions (i) declaring advisable this Agreement, (ii) determining that the terms of the Transactions are fair to and in the best interests of the public stockholders of USAi, other than stockholders party to the Transactions, and (iii) recommending that the USAi Board approve this Agreement, the other Transaction Documents to which USAi is a party and the Transactions, and that the USAi Board declare the advisability of this Agreement. After receiving and considering such resolutions of the Special Committee, the USAi Board, at a meeting duly called and held at which all directors of USAi were present either in person or by

8 telephone, duly adopted resolutions (i) approving and declaring advisable this Agreement, (ii) determining that the terms of the Transactions are fair to and in the best interests of the public stockholders of USAi other than stockholders party to the Transactions, (iii) directing that this Agreement and the Transactions be submitted to a vote at a meeting of USAi's stockholders to be held as promptly as practicable following the date of this Agreement, (iv) recommending that such stockholders adopt this Agreement and approve and authorize the Transactions to the extent USAi is a party thereto and (v) approving the other Transaction Documents to which USAi is a party and the Transactions, which resolutions have not been subsequently rescinded, modified or withdrawn in any way. SECTION 3.03. No Conflicts; Consents. Except as set forth on Schedule 3.03, the execution, delivery and performance by each of such Parent Party and its Affiliates of this Agreement (to the extent a party hereto) does not, the execution, delivery and performance by each of such Parent Party and its Affiliates of each other Transaction Document to which it is, or is specified to be, a party will not, and the consummation of the Transactions and compliance with the terms of the Transaction Documents will not, conflict with or result in any violation of or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation or acceleration of any obligation or to loss of a material benefit under, or to increased, additional or accelerated rights or entitlements of any Person under, or result in the creation of any Lien upon any of the properties or assets of such Parent Party or its Affiliates under, any provision of (i) the Organizational Documents of such Parent Party or its Affiliates, (ii) any Material Contract to which such Parent Party or its Affiliates is a party or by which any of their respective properties or assets is bound or (iii) any judgment, order or decree (collectively, "Judgment") or any statute, law, ordinance, rule or regulation (collectively, "Applicable Law") applicable to such Parent Party or its Affiliates or their respective properties or assets, other than, in the case of clauses (ii) and (iii) above, any such items that, individually or in the aggregate, would not have a Material Adverse Effect. No consent, approval, license, permit, order or authorization (collectively, "Consent") of, or registration, declaration or filing with, any Federal, state, local or foreign government or any court of competent jurisdiction, regulatory or administrative agency or commission or other governmental authority or instrumentality, domestic or foreign (collectively, "Governmental Entity"), is required to be obtained or made by or with respect to either such Parent Party or any of its

9 Affiliates in connection with the execution, delivery and performance of the Transaction Documents to which it is, or is specified to be, a party or the consummation of the Transactions, other than such Consents, registrations, declarations or filings, the failure of which to obtain or make, would not, individually or in the aggregate, have a Material Adverse Effect or those set forth on Schedule 3.03. SECTION 3.04. Capitalization of USAi; Warrants. USAi represents and warrants to Universal that as of the close of business on the Reference Date (a) the authorized capital stock of USAi consisted of (i) 1,600,000,000 shares of USAi Common Stock, of which 314,347,113 shares were then issued and outstanding and 6,379,547 shares were then held in treasury, (ii) 400,000,000 shares of Class B common stock of USAi, par value $.01 per share ("USAi Class B Common Stock"), of which 63,033,452 shares were then issued and outstanding and (iii) 100,000,000 shares of preferred stock of USAi, par value $.01 per share ("USAi Preferred Stock"), of which there were then no shares issued and outstanding (the issued and outstanding shares in clauses (i) and (ii) above, collectively, the "USAi Shares"). Except for the USAi Shares and the other securities set forth in this Section 3.04, there are no shares of capital stock or other equity securities of USAi issued, reserved for issuance or outstanding. Except as set forth on Schedule 3.04 or, with respect to preemptive rights, as set forth in the Investment Agreement, the USAi Shares are duly authorized, validly issued, fully paid and nonassessable and not subject to or issued in violation of any purchase option, call option, right of first refusal, preemptive right, subscription right or any similar right under any provision of the DGCL, the certificate of incorporation or by-laws of USAi or any Contract to which USAi is a party or otherwise bound. Other than (i) options to purchase an aggregate of 82,130,198 shares of USAi Common Stock issued pursuant to employee benefit plans and agreements of USAi as of the date hereof, (ii) USANi Shares entitling the holders thereof to acquire, in the aggregate, 181,366,238 shares of USAi Common Stock and 146,570,000 shares of USAi Class B Common Stock, (iii) 31,620,064 shares of USAi Common Stock and 1,596,544 shares of USAi Class B Common Stock issuable upon the exchange of shares of Home Shopping Network, Inc., (iv) 1,137,498 shares of USAi Common Stock issuable upon conversion of USAi's 7% Convertible Subordinated Debentures due July 1, 2003, (v) 167,994 shares of USAi Common Stock issuable upon the exercise of outstanding warrants, (vi) 452,500 shares of USAi Common Stock issuable under various restricted stock grants, (vii) up to 54,271,825 shares of USAi Common Stock issuable pursuant to the Expedia Agreement (including 25,739,216 shares of USAi Common Stock

10 issuable upon the conversion of shares of USAi Preferred Stock issuable pursuant to the Expedia Agreement), (viii) up to 13,125,000 shares of USAi Preferred Stock issuable pursuant to the Expedia Agreement and (ix) up to 16,965,000 shares of USAi Common Stock issuable upon the exercise of warrants issuable pursuant to the Expedia Agreement, as of the date hereof, except in connection with this Agreement and the Transactions contemplated hereby, or as set forth in the Investment Agreement, the Governance Agreement, the Stockholders Agreement, the Exchange Agreement and the USANi LLC Agreement, as of the Reference Date there were not any options, warrants, rights, convertible or exchangeable securities, "phantom" stock rights, stock appreciation rights, stock-based performance units, commitments, Contracts or undertakings of any kind to which USAi is a party or by which USAi is bound (i) obligating USAi to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of capital stock or other equity interests in, or any security convertible or exercisable for or exchangeable into any capital stock of or other equity interest in, USAi, (ii) obligating USAi to issue, grant, extend or enter into any such option, warrant, call, right, security, commitment, Contract, arrangement or undertaking or (iii) that give any Person the right to receive any economic benefit or right similar to or derived from the economic benefits and rights occurring to holders of USAi Shares. (b) USAi has full power to execute and deliver the Warrants, and the Warrants have been, or as of the Closing Date will be, duly authorized by USAi and, when duly executed, issued and delivered, will be duly and validly issued and outstanding and will constitute valid and legally binding obligations of USAi, entitled to the benefits of the Warrant Agreement and enforceable against USAi in accordance with their terms. As of the Closing Date, (i) 60,467,735 shares of USAi Common Stock, adjusted as set forth in Section 2.04 or pursuant to Section 4.1(f) of the Warrant Agreement, shall be issuable upon the exercise of the Warrants and (ii) such shares of USAi Common Stock have been or, prior to the Closing Date, will be duly and validly authorized and reserved for issuance upon exercise of the Warrants and, when issued upon such exercise, will be validly issued, fully paid and nonassessable. SECTION 3.05. The Contributed Subsidiaries. USAi represents and warrants to Universal that, (a) Schedule 3.05(a) sets forth, for each Contributed Subsidiary, the amount of its authorized capital stock or other ownership interests, the amount of its outstanding capital stock or other ownership interests and the record

11 and beneficial owners of its outstanding capital stock or other ownership interests. Except as set forth on Schedule 3.05(a), there are no shares of capital stock or other ownership interests in any such Contributed Subsidiary issued, reserved for issuance or outstanding. All the outstanding shares of capital stock or other ownership interests of each such Contributed Subsidiary have been duly authorized and validly issued and are fully paid and non- assessable and not subject to or issued in violation of any purchase option, call option, right of first refusal, preemptive right, subscription right or any similar right under any provision of the DGCL, if applicable, the certificate of incorporation, by-laws or other organizational documents of such Contributed Subsidiary or any Contract to which such Contributed Subsidiary is a party or otherwise bound. There are not any bonds, debentures, notes or other indebtedness of any such Contributed Subsidiary having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which holders of capital stock or other ownership interests of such Contributed Subsidiary may vote ("Voting Subsidiary Debt"). Except as set forth above, as of the date hereof, there are not any options, warrants, rights, convertible or exchangeable securities, "phantom" stock rights, stock appreciation rights, stock-based performance units, commitments, Contracts or undertakings of any kind to which any such Contributed Subsidiary is a party or by which any of them is bound (i) obligating such Contributed Subsidiary to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of capital stock or other ownership interests in, or any security convertible or exercisable for or exchangeable into any capital stock of or other ownership interests in, any such Contributed Subsidiary or Voting Subsidiary Debt, (ii) obligating such Contributed Subsidiary to issue, grant, extend or enter into any such option, warrant, call, right, security, commitment, Contract, arrangement or undertaking or (iii) that give any Person the right to receive any economic benefit or right similar to or derived from the economic benefits and rights occurring to holders of capital stock or other ownership interests of such Contributed Subsidiary. As of the date hereof, there are not any outstanding contractual obligations of any such Contributed Subsidiary to repurchase, redeem or otherwise acquire any shares of capital stock of such Contributed Subsidiary. (b) (i) Except for ownership interests in its wholly owned subsidiaries and the ownership interests set forth on Schedule 3.05(b), as of the date hereof, no Contributed Subsidiary owns, directly or indirectly, any capital stock, membership interest, partnership interest,

12 joint venture interest or other equity interest in any Person, other than any interest in special purpose subsidiaries formed in connection with motion picture or television production projects, and (ii) the Contributed Subsidiaries do not own (or will not own as of the Closing), directly or indirectly, any Excluded Assets and are not (or will not be) liable (after giving effect to the indemnification provisions of Article VII) in respect of any Excluded Liabilities. SECTION 3.06. Financial Statements; No Undisclosed Liabilities. (a) USAi represents and warrants to Universal that (i) the consolidated financial statements of USAi included in the documents filed by USAi with the SEC since January 1, 2000, through the date hereof (the "USAi SEC Documents") comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with generally accepted accounting principles in the United States ("U.S. GAAP") (except, in the case of unaudited statements, as permitted by Form 10-Q of the SEC) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and present fairly, in all material respects, the consolidated financial position of USAi and its consolidated subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments). Except as set forth in the USAi SEC Documents, as of the date of this Agreement, neither USAi nor any of its subsidiaries has any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) required by U.S. GAAP to be set forth on a consolidated balance sheet or in the notes thereto and that, individually or in the aggregate, would have a Material Adverse Effect. (ii) USAi has delivered to Universal a copy of the unaudited interim balance sheet of USAi's Existing Business as of September 30, 2001 (the "Balance Sheet"). The Balance Sheet has been prepared in accordance with U.S. GAAP, from the books and records of USAi, and presents fairly, in all material respects, the financial position of USAi's Existing Business as of the date thereof, subject to normal year-end adjustments. Except as set forth in the Balance Sheet, as of the date thereof, neither USAi nor any of its subsidiaries had any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) arising primarily out of the conduct of USAi's Existing Business and required by U.S. GAAP to be set forth on a consolidated balance sheet or in the notes thereto and that,

13 individually or in the aggregate, would have a Material Adverse Effect. (b) Universal represents and warrants to USAi that the consolidated financial statements of Vivendi included in the documents filed by Vivendi with the SEC since January 1, 2000, through the date hereof (the "Vivendi SEC Documents") comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with generally accepted accounting principles in France ("French GAAP") applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and present fairly, in all material respects, the consolidated financial position of Vivendi and its consolidated subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments). Except as set forth in the Vivendi SEC Documents, as of the date of this Agreement, neither Vivendi nor any of its subsidiaries has any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) required by French GAAP to be set forth on a consolidated balance sheet or in the notes thereto and that, individually or in the aggregate, would have a Material Adverse Effect. SECTION 3.07. Contracts. USAi's SEC Reports complied in all material respects with the disclosure requirements of Item 601 of Regulation S-K. Except as set forth on Schedule 3.07 and except as would not have a Material Adverse Effect, all of the Material Contracts are in full force and effect and are valid and binding agreements of USAi or its Affiliates and, to the knowledge of USAi, the other parties thereto, enforceable in accordance with their terms. Except as set forth on Schedule 3.07, to the knowledge of USAi, no party is in default in any material respect under any of the Material Contracts, nor does any condition exist that with notice or the lapse of time or both would constitute such a default. Except for the need to obtain the Consents listed on Schedule 3.03 and except as would not have a Material Adverse Effect, the Transactions will not affect the validity or enforceability of any of the Material Contracts. Except as set forth on Schedule 3.07 or as would not have a Material Adverse Effect, as of the date of this Agreement, no party to any Material Contract has informed USAi or, to USAi's knowledge, its Affiliates, of its intention (x) to terminate such Material Contract or amend the material terms thereof, (y) to refuse to renew such Material Contract upon

14 expiration of its term, or (z) to renew such Material Contract upon expiration only on terms and conditions that are more onerous to its Existing Business, as the case may be, than those now existing. SECTION 3.08. Contributed Assets. (a) Such Parent Party owns, directly or indirectly, and has good and valid title to all such Parent Party's Contributed Assets, free and clear of all Liens, except Permitted Liens. (b) Neither such Parent Party nor any of its Affiliates owns (or will own as of the Closing) any asset, property or right, tangible or intangible, that is primarily used in the business or operations of its Existing Business, other than, in each case, such assets, properties and rights that are being Contributed to the Partnership in accordance with this Agreement. Such Parent Party's Contributed Assets are sufficient for the conduct of its business by the Partnership immediately following the Closing in substantially the same manner as currently conducted by such Parent Party. SECTION 3.09. Real Property. No fee estates are included in the Material Real Property. Except as set forth on Schedule 3.09, USAi or an Affiliate thereof has good title to all the Material Real Property, free and clear of all Liens or other restrictions on the Material Real Property, except for Permitted Liens. Except for that portion of the Material Real Property subject to leases where USAi is lessor or sublessor and except as would not have a Material Adverse Effect, USAi is in possession of, and has full legal and practical access to, the Material Real Property. As of the date hereof there are no pending or, to the knowledge of USAi, threatened condemnation or appropriation proceedings against any of the Material Real Property, except as would not have a Material Adverse Effect. With respect to each leasehold or subleasehold interest included in the Material Real Property, USAi or its Affiliate has enforceable rights to nondisturbance and quiet enjoyment, and no third party holds any interest in the leased premises with the right to foreclose upon such leasehold or subleasehold interest, except as would not have a Material Adverse Effect. SECTION 3.10. Intangible Property. Except (i) as set forth on Schedule 3.10 or (ii) as has arisen in the ordinary course of business consistent with past practice and without material diminution of the value thereof, to the knowledge of USAi, no other person has any claim of ownership or right of use with respect to its Intangible Property. The use of such Intangible Property by USAi's

15 Existing Business does not, and the use by the Partnership immediately after the Closing will not, conflict with, infringe upon, violate, or interfere with or constitute an appropriation of any right, title, interest, or goodwill, including any intellectual property right, patent, trademark, trade name, service mark, brand name, computer program, database, industrial design, copyright, or any pending application therefor of any other Person (except for such conflicts, infringements, violations or appropriations as would not have a Material Adverse Effect), and, to the knowledge of USAi, there have been no claims made, and USAi's Existing Business has not received any written notice, that any such item of Intangible Property is invalid or conflicts with the asserted rights of any Person (other than such invalidity or conflicts as would not have a Material Adverse Effect). SECTION 3.11. Licenses. Each material License of USAi's Existing Business has been validly issued and is in full force and effect, and USAi, or an Affiliate thereof, is the authorized legal holder thereof and has complied in all material respects with all the terms and conditions thereof. As of the date hereof, there is no Proceeding pending or, to USAi's knowledge, threatened, seeking the revocation, modification (in a manner adverse to USAi's Existing Business) or limitation of any material License of USAi's Existing Business, and no such License will be subject to suspension, modification, revocation or non-renewal as a result of the execution of this Agreement or the consummation of the Transactions, except for such suspensions, modifications, revocations or non-renewals as would not have a Material Adverse Effect. USAi possesses all material Licenses to own or hold under lease and operate its Contributed Assets that are necessary to enable it to conduct its Existing Business as currently conducted. SECTION 3.12. Absence of Changes or Events. Except as set forth on Schedule 3.12 and except as disclosed in such Parent Party's SEC Reports, since December 31, 2000 through the date hereof, (i) such Parent Party has caused its Existing Business to be conducted in the ordinary course and in substantially the same manner as previously conducted and (ii) there has not been any Material Adverse Effect. SECTION 3.13. Compliance with Applicable Laws. Except as disclosed in such Parent Party's SEC Reports, the Existing Business of such Parent Party has been and is presently being conducted in compliance with all Applicable Laws, including those relating to the environment, except for instances of noncompliance that, individually or in the aggregate, would not have a Material Adverse Effect. Except

16 as set forth on Schedule 3.13, (i) neither such Parent Party nor any of its Affiliates has received any written communication during the past year from a Governmental Entity that alleges that its Existing Business is not in compliance in any material respect with any Applicable Laws and (ii) neither such Parent Party nor any of its Affiliates has received any written notice that any investigation or review by any Governmental Entity with respect to any of its Contributed Assets or its Existing Business is pending or that any such investigation is contemplated. SECTION 3.14. Litigation. Except as set forth on Schedule 3.14 or as disclosed in such Parent Party's SEC Reports, there are not any (i) outstanding Judgments against or affecting such Parent Party, its Affiliates or its Contributed Assets or Contributed Subsidiaries, or (ii) claims, actions, suits, proceedings, arbitrations, investigations, inquiries, or hearings or notices of hearings (collectively, "Proceedings") pending or, to the knowledge of such Parent Party, threatened against or affecting such Parent Party, its Affiliates or its Contributed Assets or Contributed Subsidiaries, by or against any Governmental Entity or any other Person, that in any manner challenges or seeks to prevent, enjoin, materially alter or materially delay the Transactions or that, individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect. SECTION 3.15. Universal Contributed Interests. Universal represents and warrants to USAi that, as of the Closing Date, all the outstanding shares of capital stock or other ownership interests of each Universal Contributed Interest will have been duly authorized and validly issued and will have been fully paid and non-assessable and not subject to or issued in violation of any purchase option, call option, right of first refusal, preemptive right, subscription right or any similar right under any provision of the DGCL, if applicable, the certificate of incorporation, by-laws or other organizational documents of such Universal Contributed Interest or any Contract to which such Universal Contributed Interest is a party or otherwise bound. As of the Closing Date, there will not be any bonds, debentures, notes or other indebtedness of any such Universal Contributed Interest having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which holders of capital stock or other ownership interests of such Universal Contributed Interest may vote ("Voting Contributed Interest Debt"). As of the Closing Date, there will not be any options, warrants, rights, convertible or exchangeable securities, "phantom" stock rights, stock appreciation

17 rights, stock-based performance units, commitments, Contracts or undertakings of any kind to which any such Universal Contributed Interest is a party or by which any of them is bound (i) obligating such Universal Contributed Interest to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of capital stock or other ownership interests in, or any security convertible or exercisable for or exchangeable into any capital stock of or other ownership interests in, any such Universal Contributed Interest or Voting Contributed Interest Debt, (ii) obligating such Universal Contributed Interest to issue, grant, extend or enter into any such option, warrant, call, right, security, commitment, Contract, arrangement or undertaking or (iii) that give any Person the right to receive any economic benefit or right similar to or derived from the economic benefits and rights occurring to holders of capital stock or other ownership interests of such Universal Contributed Interest. (b) As of the Closing Date, the Universal Contributed Interests will not own, directly or indirectly, any Excluded Assets and will not be liable (after giving effect to the indemnification provisions of Article VII) in respect of any Excluded Liabilities. SECTION 3.16. Brokers or Finders. No agent, broker, investment banker or other firm or person is or will be entitled to receive from a Parent Party or its Affiliates or the Partnership any broker's or finder's fee or any other commission or similar fee in connection with any of the Transactions, except (i) as to Universal and its Affiliates, Goldman, Sachs & Co., whose fees and expenses will be paid by Universal, and (ii) as to USAi and its Affiliates, Allen & Co. and Bear, Stearns & Co., whose fees and expenses will be paid by USAi. SECTION 3.17. Investment Intent. Such Parent Party understands that (i) the interests in the Partnership to be issued to it as contemplated by the Partnership Agreement have not been, and will not be, registered under the Securities Act of 1933, as amended, or under any state securities laws, and are being offered and sold in reliance upon federal and state exemptions for transactions not involving any public offering, and (ii) to the extent it or any of its Affiliates acquires any of the interests in the Partnership as contemplated by the Partnership Agreement, it or such Affiliate will be acquiring such shares solely for its own account for investment purposes, and not with a view to the distribution thereof.

18 SECTION 3.18. Tax Matters. (a) All material Returns required to be filed by such Parent Party for taxable periods ending on or prior to the Closing Date by, or with respect to, its Existing Business have been or will be filed in accordance with all applicable laws, and all Taxes due have been or will be paid, except where the failure to so file or so pay would not reasonably be expected to have, in the aggregate, a Material Adverse Effect. (b) USAi represents and warrants that, except as set forth on Schedule 3.18(b), each entity to be Contributed to the Partnership by USAi or USANi Sub pursuant to this Agreement and Section 3.01 of the Partnership Agreement will be treated as a pass-through entity for U.S. federal income tax purposes at the time of contribution. SECTION 3.19. Employee Matters. For purposes hereof, "USAi Benefit Arrangements" shall mean all material employee benefit plans or arrangements that cover any employee of USAi's Existing Business (the "USAi Business Employees") including any employment, severance, or other similar contract, arrangement or policy and each plan or arrangement (written or oral) providing for insurance coverage (including any self-insured arrangements), workers' compensation, disability benefits, supplemental unemployment benefits, vacation benefits, or retirement benefits or for deferred compensation, profit-sharing, bonuses, stock options, stock appreciation rights, stock purchases, or other forms of incentive compensation or post-retirement insurance, compensation, or benefits. (b) No USAi Benefit Arrangement is an "employee pension benefit plan," as defined in Section 3(2) of ERISA (an "USAi Pension Plan"), that is subject to Title IV of ERISA or Section 412 of the Code, and no USAi Benefit Arrangement provides post-retirement welfare benefits, except as required by law. Neither USAi nor any of its Affiliates has incurred or expects to incur any liability or lien under Title IV of ERISA or Section 412 of the Code, which liability or lien would be reasonably expected to have a Material Adverse Effect. (c) Without limiting the generality of Section 3.19(b), except as set forth on Schedule 3.19(c) to be provided within 10 Business Days hereafter, no USAi Benefit Arrangement or employee benefit plans of any of its Affiliates or any entity required to be combined with USAi or any of its Affiliates under Section 414(b), Section 414(c), Section 414(m), or Section 414(o) of the Code (an "ERISA Affiliate") is a "multiemployer pension

19 plan," as defined in Section 3(37) of ERISA, and neither USAi nor any of its Affiliates nor any of its ERISA Affiliates has incurred or expects to incur any liability or lien with respect to any multiemployer pension plan which liability or lien would be reasonably expected to have a Material Adverse Effect. (d) Except as set forth on Schedule 3.19(d), none of USAi, any of its Affiliates, or any of its ERISA Affiliates has incurred, or expects to incur solely as a result of the consummation of the Transactions (including any termination of employment in connection therewith), any cost, fee, expense, liability, claim, suit, obligation, or other damage with respect to any USAi Pension Plan, or any USAi Benefit Arrangement that could give rise to the imposition of any liability, cost, fee, expense, or obligation on the Partnership or any of its Affiliates, which would be reasonably expected to have a Material Adverse Effect, and, to USAi's knowledge, no facts or circumstances exist that could give rise to any such cost, fee, expense, liability, claim, suit, obligation, or other damage, which would be reasonably expected to have a Material Adverse Effect. Except as set forth on Schedule 3.19(d), neither the execution and delivery of this Agreement nor the consummation of the Transactions (including any terminations of employment in connection therewith) will (i) increase any benefits otherwise payable under any USAi Benefit Arrangement, which would be reasonably expected to have a Material Adverse Effect or (ii) result in the acceleration of the time of payment or vesting of any such payment, which would be reasonably expected to have a Material Adverse Effect. (e) USAi will deliver or make available to Universal within ten business days hereafter true and complete copies of each of the following documents: (i) each USAi Benefit Arrangement (and, if applicable, related trust agreements) and all amendments thereto, and (if applicable) each summary plan description together with any summary of material modifications; (ii) each written USAi Benefit Arrangement and written descriptions thereof that has been distributed to the USAi Business Employees (including descriptions of the number and level of employees covered thereby); and

20 (iii) each employee handbook or similar document describing any USAi Benefit Arrangement applicable to the USAi Business Employees. (f) Except as set forth on Schedule 3.19(f) to be provided within 10 Business Days hereafter, no controversies, disputes or proceedings are pending or, to USAi's knowledge, threatened, between USAi or any of its Affiliates, and any of the USAi Business Employees, which would be reasonably expected to have a Material Adverse Effect. Except as set forth on Schedule 3.19(f) to be provided within 10 Business Days hereafter, no labor union or other collective bargaining unit represents or, to USAi's knowledge, claims to represent any USAi Business Employees and, to USAi's knowledge, there is no union campaign being conducted to solicit cards from employees to authorize a union to request a National Labor Relations Board Certification election with respect to any USAi Business Employees. (g) Except where any such failure would not be reasonably expected to have a Material Adverse Effect, all USAi Benefit Arrangements (i) comply in all material respects with Applicable Law, including but not limited to ERISA and the Code, and (ii) have been administered in all material respects in accordance with their terms, and all required contributions have been made to such USAi Benefit Arrangements. Except as set forth on Schedule 3.19(g), all USAi Pension Plans that are intended to be qualified under Section 401(a) of the Code have received a favorable determination letter from the Internal Revenue Service, and USAi has no knowledge of any events that would cause such letter to be revoked. ARTICLE IV Agreements and Covenants SECTION 4.01. Covenants Relating to Conduct of Business. (a) Except for matters set forth in Schedule 4.01 or otherwise expressly permitted by the terms of this Agreement, from the date hereof to the Closing, each Parent Party shall cause its respective Existing Business to be conducted in the usual, regular and ordinary course in substantially the same manner as previously conducted (including with respect to advertising, promotions, capital expenditures and inventory levels) and use all reasonable efforts to keep intact the respective businesses of such Parent Party's Existing Business, keep available the services of their current employees and preserve their

21 relationships with customers, suppliers, licensors, licensees, distributors and others with whom they deal to the end that their respective businesses shall be unimpaired at the Closing. Each Parent Party shall not, and shall not permit any of its Affiliates to, take any action that would, or that could reasonably be expected to, result in any of the conditions set forth in Article V not being satisfied. In addition (and without limiting the generality of the foregoing), except as set forth in Schedule 4.01 or otherwise expressly permitted or required by the terms of this Agreement, each Parent Party shall not, and shall not permit any of its Affiliates to, do any of the following in connection with its Existing Business without the prior written consent of the other Parent Party: (i) with respect to any of its Contributed Subsidiaries, amend its Organizational Documents, except as is necessary to consummate the Transactions; (ii) other than sweeping cash in the ordinary course of business consistent with past practice, make any declaration or payment of any dividend or any other distribution in respect of its equity interest in any Contributed Subsidiary; (iii) with respect to any of its Contributed Subsidiaries, redeem or otherwise acquire any shares of its capital stock or issue any capital stock (except upon the exercise of outstanding options) or any option, warrant or right relating thereto or any securities convertible into or exchangeable for any shares of such capital stock; (iv) incur or assume any indebtedness for borrowed money or guarantee any such indebtedness in connection with its Existing Business; (v) permit, allow or suffer any Contributed Assets to become subjected to any Lien of any nature whatsoever, except Permitted Liens; (vi) cancel any material indebtedness (individually or in the aggregate) or waive any claims or rights of substantial value relating to its Existing Business; (vii) except for intercompany loans among Contributed Subsidiaries in the ordinary course of business or transactions in the ordinary course, consistent with past practice and not material in amount, pay, loan or advance any amount to, or sell, transfer or lease any of its assets to, or enter into

22 any agreement or arrangement with any of its Affiliates; (viii) make any change in any method of financial accounting or financial accounting practice or policy of its Existing Business other than those required by generally accepted accounting principles; (ix) make any change in the methods or timing of collecting receivables or paying payables with respect to its Existing Business; (x) other than in the ordinary course of business, make or incur any capital expenditure in connection with its Existing Business that is not currently approved in writing or budgeted; (xi) sell, lease, license or otherwise dispose of any of the assets of its Existing Business, except inventory, programming or other goods or services sold in the ordinary course of business consistent with past practice; or (xii) authorize any of, or commit or agree to take, whether in writing or otherwise, to do any of, the foregoing actions. (b) Except as set forth in Schedule 4.01 or otherwise expressly permitted by the terms of this Agreement or any ancillary agreements that may be entered into in connection with the Transactions, USAi shall not, and shall not permit any of its Affiliates to: (i) adopt or amend any USAi Benefit Arrangement (or any plan or arrangement that would be an USAi Benefit Arrangement if adopted) relating primarily to its Existing Business or enter into, adopt, extend (beyond the Closing Date), renew or amend any collective bargaining agreement or other Contract relating to its Existing Business with any labor organization, union or association, except in each case, in the ordinary course of business and consistent with past practice or as required by Applicable Law; or (ii) (A) grant to any USAi Business Employee any increase in compensation or benefits, except grants in the ordinary course of business and consistent with past practice or as may be required under agreements in existence on the date of this Agreement or (B) grant new options or restricted stock to any USAi Business

23 Employee except as may be required under agreements in existence on the date of this Agreement. (c) Each Parent Party shall promptly advise the other Parent Party in writing of the occurrence of any matter or event that is material to the business, assets, financial condition, or results of operations of its Existing Business, taken as a whole. (d) Notwithstanding any other provision of this Agreement, following the date hereof, each Parent Party shall manage its cash (including any sweeps thereof), payables and receivables relating to its Existing Business in each case in the ordinary course of business and consistent with past practice. SECTION 4.02. Access to Information. Except as may be deemed appropriate to ensure compliance with any Applicable Laws and subject to any applicable privileges, from the date hereof to the Closing Date each Parent Party (i) shall give the other Parent Party and its authorized representatives reasonable access to the offices, properties, books and records of it relating to its Existing Business during normal business hours and upon reasonable prior notice, (ii) shall furnish to such other Parent Party and its authorized representatives such financial and operating data and other information relating to such Existing Business as such other Parent Party may reasonably request and (iii) shall instruct its employees and representatives to cooperate with such other Parent Party in its investigation of such Existing Business, all for the purpose of enabling such other Parent Party and its authorized representatives to conduct, at their own expense, business and financial reviews, investigations and studies of such Existing Business. No investigation pursuant to this Section 4.02 shall affect or otherwise obviate or diminish any representations or warranties of any Parent Party or conditions to the obligations of any Parent Party. SECTION 4.03. Confidentiality. Each Parent Party acknowledges that the information being provided to it in connection with the consummation of the Transactions, as well as the information relating to its Existing Business that will be Contributed to the Partnership as of the Closing Date, is intended to be kept confidential, and each Parent Party shall keep confidential, and cause its Affiliates and instruct its and their officers, directors, employees and advisors to keep confidential, all such information, except as required by law or administrative process and except for information that is currently available to the public, or thereafter becomes available to

24 the public other than as a result of a breach of this Section 4.03. The covenant set forth in this Section 4.03 shall terminate five years after the date of this Agreement. SECTION 4.04. Reasonable Best Efforts. (a) On the terms and subject to the conditions of this Agreement, each Parent Party and its Affiliates shall use its reasonable best efforts to cause the Closing to occur as soon as practicable after the date hereof (but subject to the satisfaction of the conditions set forth in Article V), including taking all reasonable actions necessary to comply promptly with all legal requirements that may be imposed on it or any of its Affiliates with respect to the Closing. (b) Subject to Section 2.05, prior to the Closing each Parent Party (at its own expense) shall use its reasonable best efforts to obtain, and shall cause its Affiliates to cooperate in obtaining, all consents and approvals from third parties necessary or appropriate to permit the contributions contemplated by Section 2.03 and the consummation by such Parent Party and its Affiliates of the Transactions. (c) Following the date hereof, each Parent Party shall file promptly any forms required under applicable law and take any other action reasonably necessary in connection with obtaining the expiration or termination of the waiting periods under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, to the extent applicable to the Transactions. SECTION 4.05. Expenses; Transfer Taxes. (a) Whether or not the Closing takes place, and except as set forth in Section 6.02(b) or in Article VII, all costs and expenses incurred in connection with the preparation of the Transaction Documents and the consummation of the Transactions shall be paid by the party incurring such costs and expenses, including all costs and expenses incurred pursuant to Section 4.04. (b) Any liabilities, obligations or commitments for transfer, documentary, sales, use, registration, value- added and other similar Taxes, governmental fees or other like assessments or charges of any kind whatsoever and related amounts (including any penalties, interest and additions thereto) (each, a "Transfer Tax") shall be paid as follows: (i) USAi shall pay all Transfer Taxes on the contribution to the Partnership of the USANi Contributed Interests and the membership interests in USA Films pursuant to Section 2.03(a), (ii) Universal shall pay all Transfer Taxes on the contribution of the Universal Contributed

25 Interests and the USANi Distributed Interests to the Partnership pursuant to Section 2.03(a) and (iii) each Parent Party shall pay one half of the Transfer Taxes on the distribution by USANi of the USANi Distributed Interests pursuant to Section 2.02. The Parent Party responsible for paying a Transfer Tax shall use (and cause its Affiliates to use) its reasonable efforts to avail itself of any available exemptions from any such Transfer Taxes, and the Parent Parties shall cooperate with one another in providing any information and documentation that may be necessary to obtain such exemptions. SECTION 4.06. Distribution Agreements. (a) On the earlier to occur of (i) the Closing Date and (ii) the date on which this Agreement is terminated in accordance with Section 6.01, the Distribution Agreements shall terminate (and each Parent Party shall take all efforts necessary to effectuate the foregoing), and the parties thereto shall have no further obligations or liabilities thereunder (including under the provisions of each such agreement relating to (x) distribution obligations after termination or (y) rights of first negotiation and last refusal after termination), except with respect to services rendered prior to the date of such termination. (b) On the Closing Date, the Ancillary Distribution Agreements shall terminate (and each Parent Party shall take all efforts necessary to effectuate the foregoing), and the parties thereto shall have no further obligations or liabilities thereunder, except with respect to services rendered prior to the date of such termination. (c) Each Parent Party agrees, on behalf of itself and its Affiliates, that for a reasonable period of time and not less than one year following the termination of the Distribution Agreements, it or its Affiliates will make available to the other Parent Party and its Affiliates (for the domestic and international distribution of television programming produced by such Parent Party or its Affiliates), any excess capacity, under existing output agreements or otherwise, with respect to the domestic and international distribution of television programming that such Parent Party and its Affiliates are unable to use for their own programming. In connection with the termination of the agreements set forth in Section 4.06(a), Universal and USAi shall cooperate and act in good faith (i) to continue to provide television distribution, including access to output agreements, for a period of one-year following the termination date under Section 4.06(a) on terms and conditions (not including with respect to exclusivity, non-compete and the like) consistent with past

26 practice, and (ii) to provide for the orderly wind down of any in-process commitments or obligations so as not to unreasonably disrupt the Existing Businesses. SECTION 4.07. Publicity. From the date hereof through the Closing Date, no public release or announcement concerning the Transactions shall be issued by any party or any of its Affiliates without the prior consent of the other parties (which consent shall not be unreasonably withheld), except as such release or announcement may be required by law or the rules or regulations of any United States or foreign securities exchange or commission (in which case the party required to make the release or announcement shall allow the other parties reasonable time to comment on such release or announcement in advance of such issuance); provided, however, that a party may make internal announcements to its and its Affiliates' employees that are consistent with the parties' prior public disclosures regarding the Transactions. SECTION 4.08. Further Assurances. (a) From time to time prior to and after the Closing, as and when reasonably requested by another party, each party shall execute and deliver, or cause to be executed and delivered, all such documents and instruments and shall take, or cause to be taken, all such further or other actions (subject to Section 4.04), as such other party may reasonably deem necessary or desirable to consummate the Transactions. (b) Universal and its Affiliates and Liberty and its Affiliates shall use their respective reasonable best efforts (subject to the terms of the Universal/Liberty Merger Agreement) to cause the conditions to closing set forth in Sections 6.01, 6.02 and 6.03 of the Universal/Liberty Merger Agreement to be satisfied as promptly as practicable. Universal and its Affiliates shall not, without USAi's written consent, terminate the Universal/Liberty Merger Agreement (other than pursuant to Section 7.01(a)(iv) thereof) or amend the Universal/Liberty Merger Agreement in any manner that would (i) delay the consummation of the Transactions in any material respect, or (ii) increase the consideration payable to Liberty and/or its Affiliates thereunder, other than in connection with any amendments entered into pursuant to Section 5.01(d) of the Universal/Liberty Merger Agreement. (c) In the event that at any time or from time to time after the Closing, any Parent Party (or its Affiliates) shall receive or otherwise possess any Contributed Asset that was not assigned or otherwise transferred to the Partnership at the Closing, such Parent Party shall promptly

27 use its reasonable best efforts to transfer, or cause to be transferred, such asset to the Partnership. Prior to any such transfer, the Parent Party (or its Affiliates) possessing such asset shall hold such asset (and all earnings generated by such asset from and after the Closing) in trust for the Partnership. SECTION 4.09. Board Recommendation. Neither the USAi Board nor any committee thereof shall withdraw or modify in a manner adverse to Universal, or propose to withdraw or modify, in a manner adverse to Universal, the approval or recommendation by the USAi Board or any such committee of this Agreement, the other Transaction Documents to which USAi is a party or the Transactions. Notwithstanding the foregoing, if, prior to the USAi Stockholder Approvals, (a) a majority of the Special Committee determines in good faith, following receipt of the advice of outside counsel, that it is necessary to do so in order to comply with its fiduciary obligations, the Special Committee may withdraw or modify its recommendation of this Agreement, the other Transaction Documents to which USAi is a party and the Transactions, and (b) a majority of the USAi Board determines in good faith, following receipt of the advice of outside counsel, that it is necessary to do so in order to comply with its fiduciary obligations, the USAi Board may withdraw or modify its recommendation to USAi's stockholders of this Agreement, the other Transaction Documents to which USAi is a party and the Transactions; provided that neither the Special Committee nor the USAi Board may take any action that would result in USAi's stockholders no longer being legally capable under the DGCL of approving or authorizing this Agreement or the Transactions. SECTION 4.10. Preparation of Proxy Statement; Stockholders Meeting. (a) As soon as practicable after execution of this Agreement, USAi shall prepare and file with the SEC a preliminary Proxy Statement, in form and substance reasonably satisfactory to Universal, and shall use its reasonable best efforts to respond, after consultation with Universal, as promptly as practicable to any comments of the SEC with respect thereto. USAi shall notify Universal promptly of the receipt of any comments from the SEC or its staff and of any request by the SEC or its staff for amendments or supplements to the Proxy Statement or for additional information. USAi shall supply Universal with copies of all correspondence between it or its representatives, on the one hand, and the SEC or its staff, on the other hand, with respect to the Proxy Statement. Universal shall cooperate with USAi in providing any information or responses to comments, or other

28 assistance, reasonably requested in connection with the foregoing. If at any time prior to receipt of the USAi Stockholder Approvals there shall occur any event that should be set forth in an amendment or supplement to the Proxy Statement, USAi shall promptly prepare and mail to its stockholders such an amendment or supplement. USAi shall use its reasonable best efforts to cause the Proxy Statement to be mailed to its stockholders as promptly as practicable after filing with the SEC. The Proxy Statement shall comply in all material respects with all applicable requirements of law. None of the information supplied or to be supplied by Vivendi, USAi or their respective Affiliates for inclusion or incorporation by reference in the proxy statement will contain any untrue statement of material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein not misleading. (b) USAi shall duly call, give notice of, convene and hold a meeting of its stockholders (the "USAi Stockholders Meeting") for the purpose of seeking the USAi Stockholder Approvals as soon as practicable after the filing of the definitive Proxy Statement. USAi shall, through the USAi Board, recommend to its stockholders that they give the USAi Stockholder Approvals, except to the extent that the USAi Board shall have withdrawn or modified its recommendation to USAi's stockholders of this Agreement and the Transactions as permitted by Section 4.09. USAi agrees that its obligations pursuant to this Section 4.10 shall not be affected by the withdrawal or modification by the USAi Board or any committee thereof of such Board's or such committee's recommendation to USAi's stockholders of this Agreement or the Transactions. (c) Subject to clause (b) of this Section 4.10, each Parent Party shall use its reasonable best efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other Parent Party in doing, all things necessary, proper or advisable to obtain the USAi Stockholder Approvals. (d) At any meeting of the stockholders of USAi called to seek the USAi Stockholder Approvals or in any other circumstances upon which a vote, consent or other approval (including by written consent) with respect to this Agreement or the Transactions is sought, such Parent Party or Diller, as applicable, shall vote (or cause to be voted) any USAi Common Stock over which such Parent Party or Diller, as applicable, has the power to vote in favor of granting the USAi Stockholder Approvals.

29 SECTION 4.11. Commercial Arrangements. (a) Each Parent Party shall enter into (or cause its Affiliates to enter into) a series of strategic and commercial alliances with one another covering the transactional and internet businesses of such Parent Party and its Affiliates on the Closing Date; provided, that if such alliances are not entered into on or prior to the Closing Date, the obligations under this provision shall continue after the Closing Date. The commitment to enter into such agreements is an integral part of the Transactions and the Parent Parties and their respective Affiliates shall negotiate in good faith the terms thereof, which shall be mutually beneficial and on mutually satisfactory terms and designed to treat each Parent Party and its Affiliates as a "preferred partner" of the other. (b) The Parent Parties shall negotiate in good faith to enter into an agreement on the Closing Date pursuant to which the Partnership will provide affiliate distribution of the Home Shopping Network, America's Store and other transactional services (such as a travel network) on an arm's-length basis; provided, that if such agreement is not entered into on or prior to the Closing Date, the obligations to provide such affiliate distribution shall continue after the Closing Date. (c) The Parent Parties agree to the arrangements set forth on Schedule 4.11(c). (d) The failure to enter into any of the agreements set forth in this Section 4.11 prior to the Closing Date will not constitute a failure of the condition set forth in Section 5.02(b). SECTION 4.12. Tax Matters. (a) The Parent Parties intend that the Partnership be treated as a partnership for United States federal income tax purposes and agree to take no actions inconsistent with such treatment. The Parent Parties agree, except as otherwise required pursuant to a final determination within the meaning of Section 1313(a)(1) of the Code, to treat the transactions contemplated by Section 2.02 as a distribution by USANi to Universal and/or its Affiliates governed by Section 731 of the Code and the transactions contemplated by Sections 2.03 as a contribution of property to the Partnership governed by Section 721(a) of the Code and a distribution by the Partnership to USANi Sub, in each case that will not result in recognition of gain or loss by any Parent Party or any of their respective Affiliates under any provision of the Code or the Treasury Regulations thereunder.

30 (b) To the extent any entity to be Contributed to the Partnership by Universal pursuant to this Agreement and Section 3.01 of the Partnership Agreement is treated as other than a pass-through entity for U.S. federal income tax purposes, Universal shall take all reasonable actions necessary to cause such entity (or its successor) to be treated as a pass-through entity for U.S. federal income tax purposes (a "Conversion"), provided that Universal has determined in good faith that (i) neither Universal nor any of its Affiliates shall suffer a material tax detriment or any other material cost as a result of such Conversion and (ii) such Conversion is not prohibited by applicable contract or law. (c) Subject to Universal delivering to USAi a schedule setting forth Universal's (or any of its Affiliate's) adjusted tax basis in any assets that were contributed to USANi or any of its subsidiaries by Universal (or any of its Affiliates) in a transaction in which USANi or any of its subsidiaries took a transferred basis, USAi will deliver to Universal no later than 30 days prior to the Closing Date a schedule setting forth to USAi's best knowledge USANi Sub's tax basis, immediately after the Effective Time, in its interest in the Partnership. (d) No later than 30 days prior to the Closing Date, USAi shall deliver to Universal a schedule setting forth, to the best knowledge of USAi, the adjusted tax basis of USAi or USANi Sub, as the case may be, in each of the assets to be contributed by USAi or USANi Sub, as the case may be, to the Partnership. SECTION 4.13. Agreement Not To Compete. (a) USAi understands that the Partnership shall be entitled to protect and preserve the going concern value of USAi's Existing Business to the extent permitted by law and that Universal would not have entered into this Agreement absent the provisions of this Section 4.13 and, therefore, for a period from the Closing Date until the date that is the later of (1) 18 months after the Closing Date and (2) six calendar months after the date upon which Diller ceases to be the CEO of the Partnership, USAi shall not, and shall cause each of its controlled Affiliates not to, directly or indirectly: (i) engage in the Business or acquire any interest in any Person engaged in the Business; and (ii)(A) solicit, recruit or hire any employees of any Existing Business or the Partnership or Persons who have worked for any Existing Business or the

31 Partnership, in each case other than employees who perform solely clerical functions for such Persons, (B) solicit or encourage any employee of any Existing Business or the Partnership to leave the employment of any Existing Business or the Partnership, in each case other than employees who perform solely clerical functions for such Persons, and (C) disclose or furnish to anyone any confidential information relating to its Existing Business or the Partnership or otherwise use such confidential information for its own benefit or the benefit of any other Person; provided that the non- solicitation provisions of clauses (A) and (B) shall be deemed not breached by any advertisement or general solicitation that is not specifically targeted at the employees or Persons referred to therein; provided, further, that if at any time after 18 months after the Closing Date (x) Diller shall cease to be the CEO or an officer of USAi or any of its Affiliates but shall still be the CEO of the Partnership, or (y) Diller resigns as CEO of the Partnership for Good Reason or is terminated without Cause (each, as defined in the Partnership Agreement), then the restrictions set forth in this Section 4.13(a) shall cease to apply. Notwithstanding the foregoing, USAi agrees that it shall not restructure, reorganize or take any other action in an effort to circumvent the terms or intent of this Section 4.13(a). (b) Section 4.13(a) shall be deemed not breached as a result of the ownership by USAi or any of its Affiliates of: (i) interests in the Partnership, (ii) less than an aggregate of 5% of any class of stock of a Person engaged, directly or indirectly, in the Business; provided, however, that such stock is listed on a national securities exchange, (iii) Vivendi ordinary shares as the result of the exercise of a put or a call under Section 10.03 of the Partnership Agreement, (iv) less than 10% in value of any instrument of indebtedness of a Person engaged, directly or indirectly, in the Business, and (v) the whole or any part of an acquired Person or business which carries on the Business, where less than 30% of such Person's revenues are generated by the Business, and USAi or its Affiliates will dispose of such Business within six months of its acquisition, provided that such disposition may be delayed pending receipt of required regulatory approvals. (c) USAi agrees that this covenant is reasonable with respect to its duration and scope. If, at the time of enforcement of this Section 4.13, a court holds that the restrictions stated herein are unreasonable under the circumstances then existing, the parties hereto agree that

32 the period and scope legally permissible under such circumstances will be substituted for the period and scope stated herein. SECTION 4.14. USAi Partnership Interests. USAi covenants and agrees that at all times its interests in the Partnership shall be held directly by USAi or by a wholly owned direct or indirect subsidiary of USAi, provided, however, that this covenant shall not be deemed to be breached solely as a result of the fact that Home Shopping Network, Inc. is not a wholly owned subsidiary of USAi, so long as Liberty and USAi remain the only shareholders of Home Shopping Network, Inc. and Liberty's ownership percentage of Home Shopping Network, Inc. does not increase materially. SECTION 4.15. Officers of the Partnership. Universal shall cause Diller to be appointed as the CEO and Chairman of the Partnership, as contemplated by the Partnership Agreement. SECTION 4.16. Partnership Agreement Obligations. Vivendi shall comply with the terms of Section 10.03 of the Partnership Agreement and Universal shall comply with the terms of Sections 8.07 and 10.03 of the Partnership Agreement, in each case, as if it were a party to such agreement. Vivendi shall cause the general partner of the Partnership to perform all of its obligations as the general partner under the Partnership Agreement. SECTION 4.17. Committed LLC Shares; Committed Common Equity. (a) Between the date hereof and the Closing, Universal shall not, and shall not permit any of its Affiliates to, sell, transfer, pledge, encumber, assign or otherwise dispose of, or enter into any contract, option or other arrangement or understanding with respect to the sale, transfer, pledge, encumbrance, assignment or other disposition of, the Committed LLC Shares. Any transfer of Committed LLC Shares not permitted hereby shall be null and void. (b) Following the Closing and until such time that the obligations in Section 8.07 of the Partnership Agreement are satisfied, Universal and its Affiliates shall at all times retain at least 43,181,308 shares of USAi Common Stock and 13,430,000 shares of USAi Class B Common Stock (as adjusted for stock splits and the like, together, the "Committed Common Equity"), in each case, free of any Liens, except Permitted Liens. To the extent that some, but not all, of the Committed Common Equity is required to satisfy Universal's obligations under the Partnership Agreement,

33 Universal and its Affiliates shall satisfy such obligations, first out of USAi Class B Common Stock, and second out of USAi Common Stock. SECTION 4.18. Partnership. (a) Universal shall ensure that the Partnership, when formed, is formed as a Delaware limited liability limited partnership, is formed for the purpose of engaging in the Transactions and for the other purposes set forth in the Partnership Agreement, and, following its formation through to the Closing, does not engage in any business activities or incur any liabilities, other than as specifically contemplated by the Transactions. (b) Universal shall from time to time, directly or indirectly, contribute sufficient equity to the Partnership to ensure the Partnership is able to perform all of its obligations under Sections 8.01, 8.02 and 8.06 of the Partnership Agreement. SECTION 4.19. Substitute Letters of Credit; Guarantees. As promptly as practicable following the date hereof, USAi shall provide to Universal a list of letters of credit, guarantees and any similar obligations of USAi and its Affiliates (other than the Contributed Subsidiaries) primarily related to USAi's Existing Business and not constituting Excluded Liabilities. Effective as of the Closing, Universal shall cause the Partnership or one of its Affiliates to procure substitute letters of credit, and shall cause the Partnership or one of its Affiliates to be substituted in all respects for any of USAi or its Affiliates (other than the Contributed Subsidiaries) with respect to any such matters. SECTION 4.20. USANi Tax Distribution. A distribution (as calculated pursuant to Section 8.2 of the USANi LLC Agreement) shall be made by USANi to each Liberty Party that holds an interest in USANi prior to the exchanges of USANi Shares for Shares of USAI Common Stock contemplated by Section 2.01 of the Universal/Liberty Merger Agreement (the "Tax Distribution"), and the proceeds of such Tax Distribution shall be distributed by such Liberty Party to its shareholder, immediately prior to any Merger involving such Liberty Party. The amount of such Tax Distribution shall be calculated in the good faith judgment of USANi based on facts known as of the date of such Tax Distribution and such Tax Distribution shall be made with respect to any taxable period (or portion thereof) of USANi (up to and including the Closing Date) and such determination shall be final and binding upon the parties. For purposes of this Section 4.20, "Liberty Party" and "Merger" shall have the

34 meanings assigned to such terms by the Universal/Liberty Merger Agreement. SECTION 4.21. Lease Arrangement. For a reasonable transition period of up to two years following the Closing (but in no event later than the date that executives of USAi's Existing Business as of the date hereof cease to occupy such premises), the Partnership shall be entitled to occupy the premises located at 8800 Sunset Boulevard, West Hollywood, California, on a rent-free basis. SECTION 4.22. USA Name. The Parent Parties acknowledge that the USA Name shall be Contributed to the Partnership as of the Closing Date. Prior to the Closing the Parent Parties shall negotiate in good faith to determine how the ownership of the various logos and designs currently associated with the USA Name ("Associated IP") shall be allocated, it being understood that (A) USAi shall be granted a perpetual, non-exclusive royalty-free license to use the USA Name in connection with its other businesses and (B) whichever Parent Party is allocated ownership of a particular piece of Associated IP will grant to the other Parent Party the right to use such Associated IP consistently with current practice and without any significant economic cost to the grantee. The Parent Parties shall work cooperatively to provide for an orderly transition and to minimize confusion resulting from the use of the USA Name by the Partnership and USAi. SECTION 4.23. Options and Restricted Stock. Vivendi shall use its reasonable best efforts to ensure that each USAi Business Employee, who holds stock options to acquire USAi Common Stock, whether vested or unvested, in- the-money or underwater (the "USAi Options") and/or USAi restricted Common Stock awards (the "USAi Restricted Stock", collectively with the USAi Options, the "USAi Equity Awards"), shall be awarded, as of the Closing Date (or, if the date of forfeiture of the USAi Option is 90 days or more following the Closing Date, as soon as reasonably practicable following the applicable forfeiture date), subject to the forfeiture of any USAi Equity Award, stock options, restricted stock or other equity-based compensation in respect of Vivendi American Depositary Shares representing Vivendi ordinary shares par value Euro 5.50 per share (the "ADSs") that have a "value" that is at least equal to the "value" of the forfeited USAi Equity Awards (the "Vivendi Replacement Awards"). The Vivendi Replacement Awards shall at a minimum (a) preserve the intrinsic value (i.e., the "spread") of the USAi Options that are in-the- money (relative to the fair market value of the ADSs underlying the Vivendi Replacement Awards) and the fair

35 market value of the USAi Restricted Stock and (b) with respect to USAi Options that are underwater, have an exercise price such that the Vivendi Replacement Awards are not underwater by a greater percentage of fair market value than the underwater USAi Options, in all cases measured as of the date of grant of the Vivendi Replacement Awards. USAi represents that the maximum number of shares of USAi Restricted Stock held by USAi Business Employees that will be required to be replaced with Vivendi Replacement Awards is 57,500 shares of USAi Common Stock. ARTICLE V Conditions Precedent SECTION 5.01. Conditions to Each Party's Obligation. The obligation of each party to consummate the Transactions is subject to the satisfaction on the Closing Date of the following conditions, any one or more of which conditions of each party may be waived by such party to the extent permitted by law: (a) Other than such Consents, registrations, declarations or filings the failure of which to obtain would not have a Material Adverse Effect, all Consents of, or registrations, declarations or filings with, or expirations of waiting periods imposed by, any Governmental Entity necessary for the consummation of the Transactions shall have been obtained or filed or shall have occurred. (b) No Applicable Law or Judgment enacted, entered, promulgated, enforced or issued by any Governmental Entity or other legal restraint or prohibition preventing the consummation of the Transactions shall be in effect. (c) USAi shall have received the USAi Stockholder Approvals at the USAi Stockholder Meeting. (d) The other parties shall have furnished such other documents relating to the corporate existence and the authority to consummate the Transactions of such other parties and their respective Affiliates, and such other matters as counsel to such party may reasonably request. (e) The Transaction Documents shall have been executed and delivered by each other party thereto, and the USAi Share Exchanges and the Mergers (each as defined in the Universal/Liberty Merger Agreement) shall have been consummated; provided, that USAi and Universal shall not be

36 entitled to waive the satisfaction of the foregoing condition without the prior written approval of Liberty. SECTION 5.02. Additional Conditions to Obligation of each Parent Party. The obligation of each Parent Party to consummate the Transactions is further subject to the satisfaction on the Closing Date of the following conditions, any one or more of which conditions of such Parent Party may be waived by such party to the extent permitted by law: (a) Except to the extent that the failure of such representations and warranties to be true and correct, in the aggregate, would not (after giving effect to the operation of Section 2.05) have a Material Adverse Effect: the representations and warranties of the other Parent Party made in this Agreement, without regard to any materiality or Material Adverse Effect qualification, shall be true and correct as of the date hereof and, in the case of the representations and warranties set forth in Sections 3.01, 3.02, 3.03 (only with respect to the Organizational Documents of such Parent Party), 3.05, 3.08 and 3.15, as of the Effective Time, except to the extent such representations and warranties expressly relate to an earlier date (in which case such representations and warranties shall be true and correct as of such earlier date), and such Parent Party shall have received a certificate signed by an executive officer of the other Parent Party to such effect. (b) The other Parent Party and its Affiliates shall have performed or complied in all material respects with all obligations and covenants required by this Agreement to be performed or complied with by such other Parent Party or such Affiliates by the Effective Time, and such Parent Party shall have received a certificate signed by an authorized officer of such other Parent Party to such effect. SECTION 5.03. Frustration of Closing Conditions. No Parent Party may rely on the failure of any condition set forth in this Article V to be satisfied if such failure was caused by (i) the action or willful inaction of such party or its Affiliates, (ii) the failure of any representation or warranty of such party qualified as to materiality to be true and correct or, those not so qualified to be true and correct in all material respects, or (iii) failure to use its reasonable best efforts to cause the Closing to occur as required by Section 4.04.

37 ARTICLE VI Termination SECTION 6.01. Termination. (a) Notwithstanding anything to the contrary in this Agreement, this Agreement may be terminated and the other Transactions abandoned at any time prior to the Effective Time, whether before or after the USAi Stockholder Approvals are obtained: (i) by mutual written consent of the parties hereto; (ii) by either Parent Party if, upon a vote at a duly held USAi Stockholder Meeting or any adjournment thereof, the USAi Stockholder Approvals shall not have been obtained; (iii) by either Parent Party if any of the conditions to such Parent Party's obligations set forth in Article V shall have become incapable of fulfillment, and shall not have been waived by such Parent Party; (iv) by Universal if the USAi Board or any committee thereof shall have withdrawn or modified its approval or recommendation of this Agreement or the Transactions; or (v) by any party hereto, if the Closing does not occur on or prior to September 30, 2002; provided, however, that the party seeking termination pursuant to clause (ii), (iii) or (v) is not in breach of any of its representations, warranties, covenants or agreements contained in this Agreement in any material respect. (b) In the event of termination by a party pursuant to this Section 6.01, written notice thereof shall forthwith be given to the other parties, and the Transactions shall be terminated without further action by any party. If this Agreement is terminated as provided herein, each party shall return all documents and other material received from any other party relating to the Transactions, whether so obtained before or after the execution hereof. SECTION 6.02. Effect of Termination. (a) If this Agreement is terminated and the Transactions are abandoned as described in Section 6.01, this Agreement shall

38 become null and void and of no further force and effect, except for the provisions of (i) Section 3.16 relating to broker's and finder's fees, (ii) Section 4.03 relating to the obligation of the Parent Parties to keep confidential certain information and data obtained by it from the other parties, (iii) Section 4.05 relating to certain expenses, (iv) Section 4.07 relating to publicity, and (v) Section 6.01 and this Section 6.02 relating to termination. Nothing in this Section 6.02 shall be deemed to release any party from any liability for any breach by such party of the terms and provisions of this Agreement. (b) If this Agreement is terminated pursuant to Section 6.01(a)(iv), then USAi shall promptly reimburse Universal and its Affiliates for all of their documented, out of pocket expenses incurred in connection with this Agreement and the other Transaction Documents, up to a limit of $15,000,000. Such reimbursement shall be paid upon demand following such termination. ARTICLE VII Indemnification SECTION 7.01. Indemnification by Each Parent Party. (a) Vivendi shall indemnify and hold harmless (x) USAi and its Affiliates and their respective officers, directors, shareholders, employees, representatives, agents or trustees and (y) the Partnership and its Affiliates and their respective officers, directors, partners, employees, representatives, agents or trustees (clauses (x) and (y) together, the "USAi Indemnified Parties"), from and against any Losses (other than any Losses relating to Taxes, the indemnification of which is governed solely by Section 7.02), as incurred (payable promptly upon written request), to the extent arising from, relating to or otherwise in respect of: (i) any breach of any representation or warranty of Universal or its Affiliates contained in any Transaction Document or any certificate delivered on behalf of Universal pursuant to Section 5.02(a) (in each case, without regard to any materiality or Material Adverse Effect qualifier contained therein); (ii) any failure by Universal or its Affiliates (including for purposes of this Section 7.01(a)(ii), the Partnership) to perform or fulfill any of its covenants or agreements contained in any Transaction

39 Document (other than Sections 8.01, 8.02 and 8.06 of the Partnership Agreement); (iii) any fees, expenses or other payments incurred or owed by Universal or its Affiliates to any brokers, financial advisors or comparable other persons retained or employed by it in connection with the Transactions; (iv) any Excluded Liability of Universal or its Affiliates; and (v) any dissolution or winding up of the Partnership or Bankruptcy (as defined in the Partnership Agreement) of the general partner of the Partnership, in each case at any time while the Preferred Interests (as defined in the Partnership Agreement) are outstanding; but only (with respect to items described in Section 7.01(a)(i)) to the extent the aggregate amount of all such Losses of all such USAi Indemnified Parties exceed $150 million (the "Basket"), provided, however, that the Basket shall not apply to the representations contained in Section 3.18. (b) USAi shall indemnify and hold harmless (x) Universal and its Affiliates and their respective officers, directors, shareholders, employees, representatives, agents or trustees and (y) the Partnership and its Affiliates and their respective officers, directors, partners, employees, representatives, agents or trustees (clauses (x) and (y) together, the "Universal Indemnified Parties"), from and against any Losses (other than any Losses relating to Taxes, the indemnification of which is governed solely by Section 7.02), as incurred (payable promptly upon written request), to the extent arising from, relating to or otherwise in respect of: (i) any breach of any representation or warranty of USAi or its Affiliates contained in any Transaction Document or any certificate delivered on behalf of USAi pursuant to Section 5.02(a) (in each case, without regard to any materiality or Material Adverse Effect qualifier contained therein); (ii) any failure by USAi or its Affiliates to perform or fulfill any of its covenants or agreements contained in any Transaction Document; (iii) any fees, expenses or other payments incurred or owed by USAi or its Affiliates to any brokers,

40 financial advisors or comparable other persons retained or employed by it in connection with the Transactions; and (iv) any Excluded Liability of USAi or its Affiliates; but only (with respect to items described in Section 7.01(b)(i)) to the extent the aggregate amount of all such Losses of all such Universal Indemnified Parties exceed the Basket, provided, however, that the Basket shall not apply to the representation contained in Section 3.18. SECTION 7.02. Tax Indemnification by Each Parent Party. (a) Vivendi shall be liable for, and shall indemnify and hold harmless USAi, the Partnership and their respective Affiliates from and against, the following Taxes: (i) any and all Taxes with respect to its Existing Business and any Taxes attributable to its ownership of USANi Shares, in each case for any taxable period ending (or deemed pursuant to Section 7.02(c) to end) on or before the Closing Date; and (ii) any several liability under Treasury Regulation Section 1.1502-6 or under any comparable or similar provision under state, local or foreign laws or regulations for periods ending on or prior to the Closing Date. (b) In addition, Vivendi shall be liable for, and shall indemnify and hold harmless USAi and its Affiliates from and against any Tax Detriment incurred by USAi or any of its Affiliates solely as a result of (i) the breach by Universal or any of its Affiliates of any of the covenants set forth in Sections 2.07, 3.01(c), 5.05(a)(i), 5.05(a)(v) or 5.05(a)(vi) of the Partnership Agreement or (ii) if Vivendi has elected that any covenant set forth in Section 5.05(b) of the Partnership Agreement shall not apply, any action or inaction that would constitute a breach of such covenant. (c) USAi shall be liable for, and shall indemnify and hold harmless Universal, the Partnership and their respective Affiliates from and against, the following Taxes: (i) any and all Taxes with respect to its Existing Business (other than Taxes attributable to the ownership of USANi Shares by Universal or any of its Affiliates) for any taxable period beginning on or after February 13, 1998 (in the case of Taxes relating

41 to USA Cable, Studios USA or their respective subsidiaries) and May 29, 1999 (in the case of Taxes relating to USA Films or its subsidiaries) and ending (or deemed pursuant to Section 7.02(c) to end) on or before the Closing Date; and (ii) any several liability under Treasury Regulation Section 1.1502-6 or under any comparable or similar provision under state, local or foreign laws or regulations for periods beginning on or after February 13, 1998 (in the case of Taxes relating to USA Cable, Studios USA or their respective subsidiaries) and May 29, 1999 (in the case of Taxes relating to USA Films or its subsidiaries) and ending on or prior to the Closing Date. (d) In addition, USAi shall be liable for, and shall indemnify and hold harmless Universal and its Affiliates from and against any Tax Detriment incurred by Universal or any of its Affiliates solely as a result of the breach by USAi or any of its Affiliates of any covenant set forth in Section 2.07 or 3.01(c) of the Partnership Agreement. (e) (i) The Parent Parties agree that if any entity transferred to the Partnership is permitted but not required under applicable foreign, state or local Income Tax laws to treat the day before the Closing Date or the Closing Date as the last day of a taxable period, such day shall be treated as the last day of a taxable period. (ii) For purposes hereof, in the case of any Taxes that are imposed on a periodic basis and are payable for a period that begins before the Closing Date and ends after the Closing Date, the portion of such Tax that shall be deemed to be payable for the portion of the period ending on the Closing Date shall (i) in the case of any Taxes, other than Taxes based upon or related to income or receipts, be deemed to be the amount of such Taxes for the entire period (or, in the case of such Taxes determined on an arrears basis, the amount of such Taxes for the immediately preceding period), whether actually paid before, during, or after such period, multiplied by a fraction the numerator of which is the number of calendar days in the period ending on (and including) the Closing Date and the denominator of which is the number of calendar days in the entire period, and (ii) in the case of any Taxes based upon or related to income or receipts (including but not limited to withholding Taxes), be deemed equal

42 to the amount which would be payable if the taxable year ended on the close of business on the Closing Date. Any credits for such a period shall be prorated, based upon the fraction employed in clause (i) of the preceding sentence. Such clause (i) shall be applied with respect to Taxes for such period relating to capital (including net worth or long-term debt) or intangibles by reference to the level of such items on the Closing Date. Principles similar to those of this Section 7.02(c)(ii) shall be applied in determining whether a Tax is for a taxable period beginning on or after February 13, 1998 or May 29, 1999, as applicable. SECTION 7.03. Refunds. (a) Universal and its Affiliates shall be entitled to any refunds or credits of Taxes attributable to or arising in taxable periods ending (or deemed pursuant to Section 7.02(c) to end) on or before the Closing Date with respect to its Existing Business or its ownership of the USANi Shares, as the case may be. (b) USAi and its Affiliates shall be entitled to any refunds or credits of Taxes attributable to or arising in taxable periods ending (or deemed pursuant to Section 7.02(c) to end) on or before the Closing Date with respect to its Existing Business (other than with respect to the USANi Shares owned by Universal or any of its Affiliates). SECTION 7.04. Calculation of Losses. The amount of any Loss, Tax, or Tax Detriment for which indemnification is provided under this Article VII shall be net of any amounts actually recovered by the indemnified party (as defined in Section 7.06(a)) under insurance policies or indemnities from third parties with respect to such Loss, Tax, or Tax Detriment and shall be (i) increased to take account of any net Tax cost incurred by the indemnified party arising from the receipt of indemnity payments hereunder (grossed up for such increase) and (ii) reduced to take account of any net Tax benefit realized by the indemnified party arising from the incurrence or payment of any such Loss, Tax or Tax Detriment. In computing the amount of any such Tax cost or Tax benefit, the indemnified party shall be deemed to fully utilize, at the highest marginal Tax rate then in effect, all Tax items arising from the receipt of any indemnity payment hereunder or the incurrence or payment of any indemnified Loss, Tax or Tax Detriment. SECTION 7.05. Termination of Indemnification. The obligations to indemnify and hold harmless any party (i) pursuant to Section 7.01(a)(i) or 7.01(b)(i), as the

43 case may be, shall terminate when the applicable representation or warranty terminates pursuant to Section 7.07, (ii) pursuant to Section 7.02, shall terminate when the applicable statute of limitations expires (giving effect to any waiver, mitigation or extension thereof) and (iii) pursuant to the other clauses of Sections 7.01, shall not terminate; provided, however, that such obligations to indemnify and hold harmless shall not terminate with respect to any item as to which the Person to be indemnified shall have, before the expiration of the applicable period, previously made a claim by delivering a notice of such claim (stating in reasonable detail the basis of such claim) pursuant to Section 7.06 to the party to be providing the indemnification. SECTION 7.06. Procedures; Exclusivity. (a) In order for a party (the "indemnified party") to be entitled to any indemnification provided for under this Agreement in respect of, arising out of or involving a claim made by any Person against the indemnified party (a "Third Party Claim"), such indemnified party must notify the indemnifying party in writing (and in reasonable detail) of the Third Party Claim promptly following receipt by such indemnified party of written notice of the Third Party Claim; provided, however, that failure to give such notification shall not affect the indemnification provided hereunder except to the extent the indemnifying party shall have been actually prejudiced as a result of such failure. Thereafter, the indemnified party shall deliver to the indemnifying party, promptly after the indemnified party's receipt thereof, copies of all notices and documents (including court papers) received by the indemnified party relating to the Third Party Claim. (b) If a Third Party Claim is made against an indemnified party, the indemnifying party shall be entitled to participate in the defense thereof and, if it so chooses, to assume the defense thereof with counsel selected by the indemnifying party; provided, however, that such counsel is not reasonably objected to by the indemnified party. Should the indemnifying party so elect to assume the defense of a Third Party Claim, the indemnifying party shall not be liable to the indemnified party for any legal expenses incurred from and after the date of such assumption by the indemnified party in connection with the defense thereof. If the indemnifying party assumes such defense, the indemnified party shall have the right to participate in the defense thereof and to employ counsel, at its own expense, separate from the counsel employed by the indemnifying party, it being understood that the indemnifying party shall control such defense. The indemnifying party shall be

44 liable for the fees and expenses of counsel employed by the indemnified party for any period during which the indemnifying party has not assumed the defense thereof. If the indemnifying party chooses to defend or prosecute a Third Party Claim, all the indemnified parties shall cooperate in the defense or prosecution thereof. Such cooperation shall include the retention and (upon the indemnifying party's request and at its expense) the provision to the indemnifying party of records and information which are reasonably relevant to such Third Party Claim, and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. Whether or not the indemnifying party assumes the defense of a Third Party Claim, the indemnified party shall not admit any liability with respect to, or settle, compromise or discharge, such Third Party Claim without the indemnifying party's prior written consent (which consent shall not be unreasonably withheld). If the indemnifying party assumes the defense of a Third Party Claim, the indemnified party shall agree to any settlement, compromise or discharge of a Third Party Claim that the indemnifying party may recommend and that by its terms obligates the indemnifying party to pay the full amount of the liability in connection with such Third Party Claim (or, in the case of any Third Party Claim with respect to Taxes, as to which the indemnifying party acknowledges in writing its obligation to make payment in full), that releases the indemnified party completely in connection with such Third Party Claim (or, in the case of any Third Party Claim with respect to Taxes, as to which the indemnifying party acknowledges in writing its obligation to make payment in full) and that would not otherwise materially and adversely affect the indemnified party. Notwithstanding the foregoing, the indemnifying party shall not be entitled to assume the defense of any Third Party Claim (and shall be liable for the reasonable fees and expenses of counsel incurred by the indemnified party in defending such Third Party Claim) if the Third Party Claim seeks an order, injunction or other equitable relief or relief for other than money damages against the indemnified party that the indemnified party reasonably determines, after conferring with its outside counsel, cannot be separated from any related claim for money damages. (c) In the event any indemnified party should have a claim against any indemnifying party under this Article VII that does not involve a Third Party Claim being asserted against or sought to be collected from such indemnified party, the indemnified party shall deliver notice of such claim with reasonable promptness to the indemnifying party. So long as the indemnified party

45 provides notification to the indemnifying party prior to the termination of the obligation to indemnify as set forth in Section 7.05, the failure by any indemnified party so to notify the indemnifying party shall not relieve the indemnifying party from any liability that it may have to such indemnified party under this Article VII, except to the extent that the indemnifying party demonstrates that it has been actually prejudiced by such failure. The indemnifying party and the indemnified party shall proceed in good faith to negotiate a resolution of any dispute with respect to such a claim and, if not resolved through negotiations, such dispute shall be resolved by litigation in an appropriate court of competent jurisdiction. (d) After the Closing, Section 7.01 shall constitute the exclusive remedy for any misrepresentation or breach of warranty contained in this Agreement. SECTION 7.07. Survival. The representations, warranties, covenants and agreements contained in the Transaction Documents or in any certificates delivered pursuant to Section 5.02(a) shall survive the Closing and shall terminate on March 31, 2003, except for those contained in Section 3.18, which shall survive until the expiration of the applicable statute of limitations (giving effect to any waiver, mitigation or extensions thereof). Notwithstanding the foregoing, those covenants or agreements that contemplate or may involve actions to be taken or obligations in effect after the Closing shall survive in accordance with their terms. ARTICLE VIII Miscellaneous SECTION 8.01. Approval of Transactions. By execution of this Agreement, each of the parties hereto approves and consents, in each case on its own behalf and on behalf of its Affiliates, to the Transactions (including in respect of any transaction to be taken after the Closing in respect of USAi Shares under Section 8.07 of the Partnership Agreement) and the actions necessary to be taken by USAi, USANi and their respective Affiliates in connection therewith, for all purposes under the Investment Agreement, the Governance Agreement, the Stockholders Agreement and the USANi LLC Agreement and all other agreements to which it or its Affiliates is a party that provides the right to consent to USAi's entering into the Transactions. Each of Diller, Universal and Liberty hereby waives any right of first refusal or tag along right and any restriction on Transfer

46 (as defined in the Stockholders Agreement) relating to the Transactions; provided that (x) Liberty will be entitled to exercise its preemptive rights in accordance with the Governance Agreement with respect to the Warrants to be issued to Universal pursuant to this Agreement and (y) nothing herein shall be deemed to constitute a waiver or consent of Diller or Liberty of his or its rights under the Stockholders Agreement or the Governance Agreement with respect to transactions relating to Transfers of USAi Shares occurring after the Closing Date (other than delivery by Universal or its Affiliates of USAi Shares in accordance with Section 8.07 of the Partnership Agreement). SECTION 8.02. Notices. All notices, requests and other communications to any party under this Agreement shall be in writing (including a facsimile or similar writing) and shall be given to a party hereto at the address or facsimile number set forth for such party on Schedule 8.02 or as such party shall at any time otherwise specify by notice to each of the other parties to such agreement or instrument. Each such notice, request or other communication shall be effective (i) if given by facsimile, at the time such facsimile is transmitted and the appropriate confirmation is received (or, if such time is not during a Business Day, at the beginning of the next such Business Day), (ii) if given by mail, five Business Days (or, if to an address outside the United States, ten calendar days) after such communication is deposited in the United States mails with first-class postage prepaid, addressed as aforesaid, or (iii) if given by any other means, when delivered at the address specified pursuant hereto. SECTION 8.03. No Third Party Beneficiaries. The terms of this Agreement are not intended to confer any rights or remedies hereunder upon, and shall not be enforceable by, any Person other than the parties hereto, other than (i) with respect to the provisions of Article VII hereof, each indemnified person and (ii) with respect to Section 4.13, the Partnership. SECTION 8.04. Waiver. No failure by any party to this Agreement to insist upon the strict performance of any covenant, agreement, term or condition hereof or to exercise any right or remedy consequent upon a breach of such or any other covenant, agreement, term or condition shall operate as a waiver of such or any other covenant, agreement, term or condition of this Agreement. Any party to this Agreement, by notice given in accordance with Section 8.02, may, but shall not be under any obligation to, waive any of its rights or conditions to its obligations under this Agreement, or any duty, obligation or covenant of any other

47 party hereto. No waiver shall affect or alter the remainder of this Agreement and each and every covenant, agreement, term and condition hereof shall continue in full force and effect with respect to any other then existing or subsequent breach. Subject to Section 7.06(d), the rights and remedies provided by this Agreement are cumulative and the exercise of any one right or remedy by any party shall not preclude or waive its right to exercise any or all other rights or remedies. SECTION 8.05. Assignment. Neither this Agreement nor any of the rights, interests or obligations hereunder shall be assigned by any of the parties hereto without the prior written consent of the other parties. Subject to the preceding sentence, this Agreement shall be binding upon, inure to the benefit of and be enforceable by the parties and their respective successors and assigns. SECTION 8.06. Integration. This Agreement and the other Transaction Documents (including the schedules and exhibits hereto and thereto) constitute the entire agreement among the parties hereto pertaining to the subject matter hereof and supersede all prior agreements and understandings of the parties in connection herewith, and no covenant, representation or condition not expressed in such Transaction Documents shall affect, or be effective to interpret, change or restrict, the express provisions of this Agreement. SECTION 8.07. Headings. The titles of Articles and Sections of this Agreement are for convenience only and shall not be interpreted to limit or otherwise affect the provisions of this Agreement. SECTION 8.08. Counterparts. This Agreement may be executed by the parties hereto in multiple counterparts, each of which shall be deemed an original and all of which, taken together, shall constitute one and the same instrument. SECTION 8.09. Severability. Each provision of this Agreement shall be considered separable and if for any reason any provision or provisions hereof are determined to be invalid and contrary to any applicable law, such invalidity shall not impair the operation of or affect those portions of this Agreement which are valid. SECTION 8.10. Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware without giving effect to the conflicts of law principles thereof.

48 SECTION 8.11. Jurisdiction. Each party to this Agreement irrevocably submits to the jurisdiction of (i) the courts of the State of Delaware, New Castle County, and (ii) the United States District Court for the District of Delaware, for the purposes of any suit, action or other proceeding (other than suits, actions or other proceedings arising solely out of the Universal/Liberty Merger Agreement) arising out of this Agreement or the Transactions. Each party agrees to commence any such action, suit or proceeding either in the courts of the State of Delaware, New Castle County or if such suit, action or other proceeding may not be brought in such court for jurisdictional reasons, in the District Court for the District of Delaware. Each party further agrees that service of any process, summons, notice or document by U.S. registered mail to such party's respective address in accordance with Section 8.02 shall be effective service of process for any action, suit or proceeding in Delaware with respect to any matters to which it has submitted to jurisdiction in this Section 8.11. Each party irrevocably and unconditionally waives any objection to the laying of venue of any action, suit or proceeding arising out of this Agreement or the Transactions in (i) the courts of the State of Delaware, New Castle, or (ii) the United States District Court for the District of Delaware, and hereby further irrevocably and unconditionally waives and agrees not to plead or claim in any such court that any such action, suit or proceeding brought in any such court has been brought in an inconvenient forum. SECTION 8.12. Specific Performance. Each of the parties to this Agreement agrees that the other parties hereto would be irreparably damaged if any of the provisions of this Agreement are not performed in accordance with its specific terms and that monetary damages would not provide an adequate remedy in such event. Accordingly, in addition to any other remedy to which the nonbreaching parties may be entitled, at law or in equity, the nonbreaching parties (or the Partnership, in the case of Section 4.13) may be entitled to injunctive relief to prevent breaches of this Agreement and to specifically enforce the terms and provisions hereof. SECTION 8.13. Amendments. This Agreement may be amended by an instrument in writing signed on behalf of each of the parties hereto at any time before or after receipt of the USAi Stockholder Approvals, provided, however, that after any such approval, there shall be made no amendment that by law requires further approval by such stockholders without the further approval of such stockholders.

49 SECTION 8.14. Interpretation. References in this Agreement to Articles, Sections, Annexes, Exhibits and Schedules shall be deemed to be references to Articles and Sections of, and Annexes, Exhibits and Schedules to, this Agreement unless the context shall otherwise require. References to Schedules shall be deemed to be references to the respective Schedules of USAi and Universal, as applicable. All Annexes, Exhibits and Schedules attached to this Agreement shall be deemed incorporated therein as if set forth in full therein. The words "include", "includes" and "including" shall be deemed to be followed by the phrase "without limitation". The words "hereof", "herein" and "hereunder" and words of similar import when used in this Agreement shall refer to this Agreement as a whole and not to any particular provision of such agreement or instrument.

50 IN WITNESS WHEREOF, this Agreement has been duly executed by the parties as of the day and year first above written. VIVENDI UNIVERSAL, S.A., By /s/ Jean-Marie Messier ------------------------------ Name: Jean-Marie Messier Title: Chairman and CEO UNIVERSAL STUDIOS, INC., By /s/ Guillaume Hannezo ------------------------------ Name: Guillaume Hannezo Title: Special Power of Attorney USA NETWORKS, INC., By /s/ Julius Genachowski ------------------------------ Name: Julius Genachowski Title: Senior Vice President USANi LLC, By /s/ Julius Genachowski ------------------------------ Name: Julius Genachowski Title: Senior Vice President LIBERTY MEDIA CORPORATION, By /s/ Robert R. Bennett ------------------------------ Name: Robert R. Bennett Title: CEO and President

51 Only for purposes of Sections 2.03(a)(iv), 2.03(a)(v), 2.03(a)(vii), 2.07, 4.10(d) and 8.01: BARRY DILLER, /s/ Barry Diller -------------------------------

ANNEX A The terms defined below have the meanings set forth below for all purposes of this Agreement, and such meanings shall apply equally to both the singular and plural forms of the terms defined. Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms. "Affiliate" of any specified Person means any other Person directly or indirectly controlling, controlled by or under direct or indirect common control with such specified Person. For purposes of the foregoing, (i) USANi and its Affiliates shall be deemed to be Affiliates of USAi, (ii) none of USAi, USANi or any of their respective Affiliates shall be deemed to be an Affiliate of Universal, (iii) none of Diller, Universal, Liberty or any of their respective Affiliates shall be deemed to be an Affiliate of USAi and (iv) none of USAi or Universal or any of their respective Affiliates shall be deemed to be an Affiliate of the Partnership. "Ancillary Distribution Agreements" shall mean the Home Video Distribution Agreement, the Other Business Rights Agreement and the Music Administration Agreement. "Applicable Law" shall have the meaning set forth in Section 3.03. "Balance Sheet" shall have the meaning set forth in Section 3.06(b). "Basket" shall have the meaning set forth in Section 7.01(a). "Business" means the operation, programming or delivery of any general or genre-based entertainment television channel (irrespective of how such channel is delivered to the customer, including delivery by cable, satellite, the internet or other technologies), the production and distribution of entertainment television programming and feature films and any other business to be Contributed to the Partnership as of the Closing Date, including any reasonably foreseeable entertainment-focused extensions of such businesses after such date that are programming or film-oriented, other than in a transactional context. The term "Business" shall not include (i) televi sion channels (irrespective of how such channel is delivered to the customer, including delivery by cable, satellite, the internet or other technologies) which are consumer transaction-oriented, such as Home Shopping Network, America's Store and USAi's planned travel network or which provide informational services which lend themselves to

2 commerce (such as Travel Channel, Home & Garden Television, the Food Network, and Do It Yourself) or which otherwise serve as a means of introducing, starting or promoting transactional services, including transaction-oriented television channels whose primary focus is the provision of electronic retailing, auction services or gaming/gambling services or (ii) electronic commerce and retailing, information and services. "Business Day" means any day other than a Saturday, a Sunday or a United States Federal holiday. "CEO" means chief executive officer. "Closing" and "Closing Date" shall have the meanings set forth in Section 2.06. "Code" means the Internal Revenue Code of 1986, as amended. "Committed LLC Shares" shall have the meaning set forth in Section 2.02. "Consent" shall have the meaning set forth in Section 3.03. "Contracts" means all contracts, agreements, commitments and other legally binding arrangements, whether oral or written. "Contribute" means to contribute, assign, transfer, convey and deliver, and "Contributing" and "Contributed" shall have correlative meanings. "Contributed Assets" means, with respect to any Parent Party, all the business, properties, assets, goodwill and rights of such Parent Party and its Affiliates of whatever kind and nature, real or personal, tangible or intangible, that are owned, leased or licensed by such Parent Party or its Affiliates immediately prior to the Effective Time and used, held for use or intended to be used primarily in the operation or conduct of its Existing Business, other than Excluded Assets, including (i) Real Property, (ii) tangible personal property and interests therein, including machinery, equipment, furniture and vehicles, (iii) Inventory, (iv) Licenses, (v) Investments, (vi) accounts receivable on the Closing Date arising out of the operation or conduct of its Existing Business, (vii) Intangible Property, (viii) Contracts, (ix) credits, prepaid expenses, deferred charges, advance payments, security deposits and other prepaid items, (x) rights,

3 claims and credits to the extent relating to any other Contributed Asset or Contributed Liability, including such items arising under insurance policies and all guarantees, warranties, indemnities and similar rights in favor of such Parent Party or its Affiliates in respect of any other Contributed Asset or Contributed Liability, (xi) Records, (xii) goodwill generated by or associated with its Existing Business and (xiii) in the case of USAi, the USA Name. "Contributed Liabilities" means with respect to any Parent Party, (i) the liabilities, obligations and commitments contained in the Contracts primarily relating to such Parent Party's Existing Business, (ii) all accounts payable of such Parent Party and its Affiliates arising primarily out of the operation or conduct of its Existing Business prior to the Closing and (iii) all other liabilities, obligations and commitments of such Parent Party or its Affiliates of any nature whether known or unknown, absolute, accrued, contingent or otherwise and whether due or to become due, arising primarily out of the operation or conduct of its Existing Business before, on or after the Closing Date. "Contributed Subsidiaries" means, with respect to USAi only, (i) New-U Studios Inc., (ii) Studios USA, (iii) Tier One Subsidiary, Inc., (iv) USA Cable, (v) USA Films, (vi) USA Networks Partner LLC and (vii) USA Television Production Group LLC. "Diller" shall have the meaning set forth in the Preamble. "Distribution Agreements" means the Domestic Television Distribution Agreement and the International Television Distribution Agreement. "DGCL" means the Delaware General Corporation Law, as amended from time to time. "Domestic Television Distribution Agreement" means the Domestic Television Distribution Agreement, dated as of February 12, 1998, by and between USAi and Universal. "Effective Time" means the time at which the Closing shall have occurred. "Exchange Agreement" means the Exchange Agreement dated as of October 19, 1997, by and among USAi, Universal, for itself and on behalf of certain of its subsidiaries and Liberty, for itself and on behalf of certain of its subsidiaries.

4 "Excluded Assets" means, with respect to any Parent Party, (i) all rights of such Parent Party under the Transaction Documents, (ii) all Records prepared for the purpose of the Transactions, (iii) all financial and tax records relating to such Parent Party's Existing Business that form part of its general ledger and (iv) all rights, claims and credits of such Parent Party and its Affiliates to the extent relating to any Excluded Asset or Excluded Liability, including such items arising under insurance policies and all guarantees, warranties, indemnities and similar rights in favor of such Parent Party or its Affiliates in respect of any other Excluded Asset or Excluded Liability. For the avoidance of doubt, with respect to USAi, the Excluded Assets shall include any and all outstanding obligations to USAi pursuant to the Non- Negotiable Promissory Note, dated May 28, 1999, between Universal Studios Holding I Corp., as borrower and USAi, as lender, in the principal amount of $200 million. "Excluded Liability" means, with respect to any Parent Party, any (i) liability, obligation or commitment of such Parent Party that is not a Contributed Liability, (ii) any liability, commitment or obligation of an entity this is being Contributed to the Partnership to guarantee, indemnify or otherwise be liable for any obligation of USAi, Universal or any of their respective Affiliates that are not being Contributed to the Partnership or (iii) any liability, obligation or commitment under (A) the Warrant Agreements dated as of March 2, 1992 between Savoy Pictures and Allen & Co. or (B) the Warrant Agreement dated as of April 20, 1994, by and between Savoy Pictures Entertainment Inc., GkH Partners, L.P. and GkH Private Limited. "Existing Business" means, (i) with respect to Universal, the filmed entertainment, television and recreation businesses of Universal Studios, Inc., Centenary Holding N.V., and Universal Pictures International B.V. (excluding, for the avoidance of doubt all Universal Music Group and VU-Net businesses) in each case as conducted by such entities immediately prior to the Effective Time, and (ii) with respect to USAi, the programming, television distribution, cable networks and film businesses as conducted by USAi and its Affiliates immediately prior to the Effective Time (including, for the avoidance of doubt, USA Cable, USA Films and Studios USA), other than the business described in the second sentence of the definition of "Business". "Expedia Agreement" means the Amended and Restated Agreement and Plan of Recapitalization and Merger by and among USAi, Expedia, Inc., Taipei, Inc., Microsoft

5 Corporation and Microsoft E-Holdings, Inc., dated as of July 15, 2001. "Governance Agreement" means (i) with respect to periods prior to the Closing Date, the Governance Agreement among Universal, USAi, Liberty and Diller dated as of October 19, 1997 and (ii) with respect to periods on or after the Closing Date, the Amended and Restated Governance Agreement dated as of December 16, 2001, among USAi, Universal, Liberty, Diller and Vivendi. "Governmental Entity" shall have the meaning set forth in Section 3.03. "Home Video Distribution Agreement" means the Home Video Distribution Agreement, dated as of February 12, 1998, between USAi and Universal Studies Home Video, Inc. "Income Tax" means all Taxes based on or measured by net income. "indemnified party" shall have the meaning set forth in Section 7.06(a). "Intangible Property" means, with respect to an Existing Business, (i) any intellectual property asset of such Existing Business (other than such property licensed to such Existing Business), with a value, as reflected on such party's balance sheet, of $10 million or more and (ii) all material patents, trademarks, trade names, service marks, brand marks, brand names, proprietary computer programs, proprietary databases, industrial design, copyrights or any pending application therefor. "International Television Distribution Agreement" means the International Television Distribution Agreement, dated as of February 12, 1998, by and between USAi and Universal. "Inventory" means raw materials, work-in-process, finished goods, supplies, parts, spare parts and other inventories. "Investment Agreement" means the Investment Agreement dated as of October 19, 1997, as amended and restated as of December 18, 1997, among, Universal, for itself and on behalf of certain of its subsidiaries, USAi, HSN, Inc. and Liberty, for itself and on behalf of certain of its subsidiaries.

6 "Investments" means partnership interests and any other equity interest in any corporation, company, limited liability company, partnership, joint venture, trust or other business association, including the Contributed Subsidiaries. "Judgment" shall have the meaning set forth in Section 3.03. "Liberty" shall have the meaning set forth in the Preamble. "Liberty Exchange Agreement" means the Exchange Agreement dated as of December 20, 1996 by and between Silver King Communications, Inc. and Liberty HSN, Inc. "Licenses" means all licenses, permits, construction permits, registrations, and other authorizations issued by any Governmental Entity for use in connection with the conduct of the business or operations of the relevant business, and all applications therefor, together with any renewals, extensions, modifications, or additions thereto between the date of this Agreement and the Closing Date. "Lien" means any pledge, encumbrance, security interest, purchase option, call or similar right. "Loss" means any loss, liability, claim, damage or expense (including reasonable legal fees and expenses). "Material Adverse Effect" means, with respect to any applicable representation or warranty of a Parent Party, a material adverse effect on (x) the business, assets, financial condition or results of operations of such Parent Party's Existing Business or (y) such Parent Party's and its Affiliates' ability to perform their obligations under any Transaction Document to which it is, or is specified to be, a party as of the date hereof, other than any such effect arising our of or resulting from general economic conditions, or from changes in or generally affecting the industries in which such Parent Party's Existing Business operates, or as a result of the September 11, 2001 terrorist attacks, their aftermath or any similar events. "Material Contracts" means Contracts of USAi's Existing Business as of the date hereof which (i) at the time entered into, were outside the ordinary course of business as then conducted by such Existing Business, or (ii) are (A) cable television system affiliation agreements covering one million or more subscribers (in any individual

7 case) providing for payments to and from cable television system operators in excess of $1 million in any twelve-month period, (B) Contracts (other than with writer producers) with respect to the production, development, broadcast or distribution, of television programs with respect to which such Existing Business has a commitment to pay in excess of $10 million, (C) agreements with writer producers with respect to which such Existing Business has a commitment to pay in excess of $2 million per year, or (D) agreements to buy or sell advertising where the required payments to or from such Existing Business are in excess of $10 million. "Material Real Property" means all of the Real Property attributed to USAi's Existing Business, providing individually for annual lease payments in excess of $3 million. "Music Administration Agreement" means the Music Administration Agreement, dated as of February 12, 1998, between USAi and MCA Music Publishing. "Organizational Documents" means, with respect to any Person at any time, such Person's certificate or articles of incorporation, corporate statutes, by-laws, memorandum and articles of association, certificate of formation of limited liability company, limited liability company agreement, and other similar organizational or constituent documents, as applicable, in effect at such time. "Other Business Rights Agreement" means the Other Business Rights Agreement, dated as of February 12, 1998, between USAi and Universal. "Parent Party" means each or any of Universal and USAi. "Partnership" means the Delaware limited liability limited partnership to be formed pursuant to the Partnership Agreement. "Partnership Agreement" means the Partnership Agreement, dated as of the Closing Date, by and between USAi, USAi Sub, Universal and Diller in substantially the form of Exhibit A hereto. "Permitted Liens" shall mean, collectively, (i) all statutory or other liens for taxes or assessments which are not yet due or the validity of which is being contested in good faith by appropriate proceedings, (ii) all mechanics', material men's, carriers', workers' and

8 repairers' liens, and other similar liens imposed by law, incurred in the ordinary course of business, which allege unpaid amounts that are less than 30 days delinquent or which are being contested in good faith by appropriate proceedings, and (iii) all other Liens which do not materially detract from or materially interfere with the marketability, value or present use of the asset subject thereto or affected thereby. "Person" means any individual, firm, corporation, partnership, limited liability company, trust, joint venture, governmental authority or other entity. "Proceedings" shall have the meaning set forth in Section 3.14. "Proxy Statement" means the proxy or information statement relating to the approval and authorization of the Transactions by the stockholders of USAi. "Real Property" means real estate and buildings and other improvements thereon and leases and leasehold interests, leasehold improvements, fixtures and trade fixtures. "Records" means books of account, ledgers, general financial, accounting, tax and personnel records, files, invoices, customers' and suppliers' lists, other distribution lists, billing records, sales and promotional literature, manuals, and customer and supplier correspondence (in all cases, in any form or medium). "Reference Date" is defined in Section 2.04(i)(B). "Returns" means returns, reports and forms required to be filed with any domestic or foreign taxing authority. "SEC" means the United States Securities and Exchange Commission. "SEC Reports" means, (i) with respect to USAi, the annual report of USAi on Form 10-K and (ii) with respect to Universal, the annual report of Vivendi on Form 20-F, in each case, in respect of the fiscal year ended December 31, 2000, and each report, schedule, proxy, information statement or registration statement (including all exhibits and schedules thereto and documents incorporated by reference therein) filed by USAi or Vivendi, as applicable, with the SEC following December 31, 2000, and on or before the date of this Agreement.

9 "Special Committee" shall have the meaning set forth in Section 3.02. "Stockholders Agreement" means (i) with respect to periods prior to the Closing Date, the Stockholders Agreement among Universal, Liberty, Diller, USAi and The Seagram Company Limited dated as of October 19, 1997 and (ii) with respect to periods on or after the Closing Date, the Amended and Restated Stockholders Agreement dated as of December 16, 2001 among Universal, Liberty, Diller, USAi and Vivendi. "Studios USA" means Studios USA LLC. "Tax Detriment" means, with respect to any Taxes incurred as a result of the recognition of income or gain by an indemnified party in a taxable period(s) earlier than the taxable period(s) in which such income or gain would otherwise have been recognized by such party solely as a result of an action or inaction by an indemnifying party, the excess, if any, of (i) the net present value of such Taxes incurred by the indemnified party in such earlier taxable period(s) over (ii) the net present value of the Taxes that would otherwise have been incurred in such later taxable period, assuming (i) a discount rate equal to USAi's borrowing rate in effect as of the time such net present values are calculated and (ii) that for all taxable years, the indemnified party is fully taxable at the highest applicable marginal U.S. federal income tax rate and the highest applicable marginal income and franchise tax rates of the state, local and foreign jurisdictions in which the Partnership or any of its subsidiaries conducts business (assuming full deductibility of state and local taxes, and full credit ability and deductibility of foreign taxes, for U.S. federal (and if applicable state and local) income tax purposes). "Taxes" means (i) all taxes (whether federal, state, local or foreign) based upon or measured by income and any other tax whatsoever, including gross receipts, profits, sales, use, occupation, value added, ad valorem, transfer, franchise, withholding, payroll, employment, excise, or property taxes, together with any interest or penalties imposed with respect thereto and (ii) any obligations under any agreements or arrangements with respect to any Taxes described in clause (i) above. "Taxing Authority" means any government authority having jurisdiction over the assessment, determination, collection or other imposition of Tax.

10 "Third Party Claim" shall have the meaning set forth in Section 7.06(a). "Transaction Affiliates" means, (i) with respect to USAi, the Contributed Subsidiaries, USANi and USANi Sub, and (ii) with respect to Universal, Vivendi. "Transaction Documents" means this Agreement, the Partnership Agreement, the Warrant Agreement, the Universal/Liberty Merger Agreement, the Stockholders Agreement and the Governance Agreement, collectively. "Transactions" means the transactions contemplated by the Transaction Documents. "Transfer Tax" shall have the meaning set forth in Section 4.05(b). "Universal" shall have the meaning set forth in the Preamble. "Universal Contributed Interests" means such entity or entities that, as of the Effective Time, will own all of Universal's Contributed Assets. "Universal/Liberty Merger Agreement" means the Agreement and Plan of Merger and Exchange, among Vivendi, Universal, Light France Acquisition 1, S.A.S., the merger subsidiaries listed on the signature page thereto, Liberty Media Corporation, Liberty Programming Company LLC, Liberty Programming France, Inc. and the Liberty holding entities listed on the signature page thereto, dated as of December 16, 2001. "USA Cable" means the cable network business of USAi and its Affiliates, including the USA Cable Network, the S-F Cable Network, Trio, Newsworld International and Crime Channel. "USA Films" means USA Films LLC. "USA Name" means "USA Networks", including the presentation of words on the cable network and promotional materials. "USAi" shall have the meaning set forth in the Preamble. "USAi Benefit Arrangements" shall have the meaning set forth in Section 3.19(a).

11 "USAi Board" means the board of directors of USAi. "USAi Business Employees" shall have the meaning set forth in Section 3.19(a). "USAi Class B Common Stock" shall have the meaning set forth in Section 3.04(a). "USAi Common Equity" means USAi Common Stock and USAi Class B Common Stock. "USAi Common Stock" means the common stock, par value $.01 per share, of USAi. "USAi Pension Plans" shall have the meaning set forth in Section 3.19(b). "USAi Preferred Stock" shall have the meaning set forth in Section 3.04(a). "USAi SEC Documents" shall have the meaning set forth in Section 3.06(a). "USAi Shares" shall have the meaning set forth in Section 3.04(a). "USAi Stockholder Approvals" means (i) the authorization of the Transactions at an annual or special meeting by the affirmative vote of at least 66 2/3% of the outstanding voting stock, by voting power and by number of shares, which is not owned by Universal, Liberty or Diller or their respective Affiliates and (ii) the approval of the Transactions at an annual or special meeting by a majority of the votes cast by the shareholders of USAi pursuant to Rule 4350 of the National Association of Securities Dealers, Inc. "USAi Stockholders Meeting" shall have the meaning set forth in Section 4.10(b). "USANi" shall have the meaning set forth in the Preamble. "USANi Contributed Interests" means (i) an 83.48% membership interest in USA Networks Partner LLC held by USANi Sub, (ii) 100% of the stock of Tier One Subsidiary, Inc., which is held by New-U Studios Holdings, Inc., (iii) 100% of the capital stock of New-U Studios Inc., which is held by New-U Studios Holdings, Inc., (iv) a 42.48% membership interest in Studios USA held by USANi Sub, (v) a 0.3% membership interest in Studios USA held by New-U Studios Inc., (vi) a 1% membership interest in USA Networks Partner LLC held by Tier One Subsidiary, Inc. and

12 (vii) a 100% membership interest in USA Television Production Group LLC held by USANi Sub. "USANi Distributed Interests" means the USANi Universal Distributed Interests and the USANi Liberty Distributed Interests. "USANi Liberty Distributed Interests" means a 15.52% membership interest in USA Networks Partner LLC held by USANi Sub. "USANi Universal Distributed Interests" means (i) USANi Sub's 50% partnership interest in USA Cable, and (ii) a 57.22% membership interest in Studios USA held by USANi Sub. "USANi Shares" means the shares representing a proportionate interest in the capital and profits and losses of USANi. "USANi Sub" means USANi Sub LLC, a Delaware limited liability company. "USANi LLC Agreement" means the Amended and Restated Limited Liability Company Agreement of USANi LLC dated as of February 12, 1998. "Vivendi" shall have the meaning set forth in the Preamble. "Warrant Agreement" means the Equity Warrant Agreement between USAi and The Bank of New York substantially in the form of Exhibit B hereto. "Warrants" means the warrants to purchase USAi Common Stock on the terms set forth in the Warrant Agreement.

                                                                  EXHIBIT 45

                                                          EXECUTION AGREEMENT

==============================================================================

                   AGREEMENT AND PLAN OF MERGER AND EXCHANGE



                                     Among



                           VIVENDI UNIVERSAL, S.A.,

                           UNIVERSAL STUDIOS, INC.,

                      LIGHT FRANCE ACQUISITION 1, S.A.S.,

                        THE MERGER SUBSIDIARIES LISTED

                         ON THE SIGNATURE PAGE HERETO,

                          LIBERTY MEDIA CORPORATION,

                       LIBERTY PROGRAMMING COMPANY LLC,

                       LIBERTY PROGRAMMING FRANCE, INC.,

                               LMC USA VI, INC.,

                              LMC USA VII, INC.,

                              LMC USA VIII, INC.,

                               LMC USA X, INC.,

                        LIBERTY HSN LLC HOLDINGS, INC.

                                      AND

                      THE LIBERTY HOLDING ENTITIES LISTED

                         ON THE SIGNATURE PAGE HERETO






                         Dated as of December 16, 2001



==============================================================================


Page TABLE OF CONTENTS ARTICLE I Definitions and Usage SECTION 1.01. Definitions and Usage.........................................2 ARTICLE II Transactions and Closing SECTION 2.01. Exchange of USANi Shares for USAi Common Shares......................................................2 SECTION 2.02. Share Exchanges and Mergers...................................3 SECTION 2.03. Effects of Mergers on Capital Stock of Constituent Corporations....................................5 SECTION 2.04. Closing Date; Effective Time; Dissolution.................................................6 SECTION 2.05. Effects of Mergers............................................7 SECTION 2.06. Certificates of Incorporation and By- laws........................................................7 SECTION 2.07. Directors.....................................................7 SECTION 2.08. Officers......................................................7 SECTION 2.09. Withholding...................................................8 ARTICLE III Representations and Warranties of Universal Parties SECTION 3.01. Organization, Standing and Power..............................8 SECTION 3.02. Authority; Execution and Delivery; Enforceability..............................................9 SECTION 3.03. No Conflicts; Consents........................................9 SECTION 3.04. Merger Subsidiaries..........................................10 SECTION 3.05. Vivendi Securities...........................................10 SECTION 3.06. Taxes........................................................11 SECTION 3.07. Absence of Certain Changes or Events.........................12 SECTION 3.08. Financial Statements; Contingent Liabilities................................................12 SECTION 3.09. Litigation...................................................13 SECTION 3.10. Foreign Private Issuer.......................................13 SECTION 3.11. Reports......................................................13 SECTION 3.12. Compliance with Laws.........................................14

Contents, p. ii Page ARTICLE IV Representations and Warranties of the Liberty Parties SECTION 4.01. Organization, Standing and Power.............................14 SECTION 4.02. Authority; Execution and Delivery; Enforceability.............................................15 SECTION 4.03. No Conflicts; Consents.......................................15 SECTION 4.04. Capitalization; Ownership and Validity of Shares..................................................16 SECTION 4.05. No Liabilities of the Liberty Holding Entities...................................................18 SECTION 4.06. Taxes........................................................19 SECTION 4.07. Investment Intent............................................21 ARTICLE V Agreements and Covenants SECTION 5.01. Reasonable Best Efforts......................................21 SECTION 5.02. Expenses; Transfer Taxes.....................................23 SECTION 5.03. Publicity....................................................23 SECTION 5.04. Further Assurances...........................................24 SECTION 5.05. Tax Treatment................................................24 SECTION 5.06. Tax Matters..................................................25 SECTION 5.07. Resignation of multiThematiques Directors..................................................25 SECTION 5.08. Vivendi Securities...........................................25 SECTION 5.09. Put Option Agreements........................................25 ARTICLE VI Conditions Precedent SECTION 6.01. Conditions to Each Party's Obligation........................26 SECTION 6.02. Conditions to the Obligations of the Universal Parties..........................................26 SECTION 6.03. Conditions to the Obligations of the Liberty Parties............................................27

Page ARTICLE VII Termination SECTION 7.01. Termination..................................................28 SECTION 7.02. Effect of Termination........................................29 ARTICLE VIII Indemnification SECTION 8.01. Indemnification..............................................29 SECTION 8.02. Survival.....................................................34 ARTICLE IX Restrictions on Transfers SECTION 9.01. Restrictions on Transfers....................................35 SECTION 9.02. Transfers Permitted at any Time..............................36 ARTICLE X Standstill SECTION 10.01. Standstill..................................................36 ARTICLE XI Registration Rights SECTION 11.01. Registration Rights.........................................39 SECTION 11.02. Blackout Periods............................................39 ARTICLE XII Miscellaneous SECTION 12.01. Approval of Transactions....................................41 SECTION 12.02. Notices.....................................................41 SECTION 12.03. No Third Party Beneficiaries................................42

Contents, p. iv Page SECTION 12.04. Waiver......................................................42 SECTION 12.05. Assignment..................................................42 SECTION 12.06. Integration.................................................42 SECTION 12.07. Headings....................................................43 SECTION 12.08. Counterparts................................................43 SECTION 12.09. Severability................................................43 SECTION 12.10. Governing Law...............................................43 SECTION 12.11. Jurisdiction................................................43 SECTION 12.12. Specific Performance........................................44 SECTION 12.13. Amendments..................................................44 SECTION 12.14. Interpretation..............................................44 SECTION 12.15. Adjustment of Share Numbers.................................45 SCHEDULE I Exchange of USANi Shares for USAi Shares and USAi Share Exchange I SCHEDULE II USAi Share Exchange II SCHEDULE III Mergers SCHEDULE 2.02(d) Allocation SCHEDULE 4.06(b) Taxes SCHEDULE 12.02 Addresses and Facsimile Numbers for Notices EXHIBIT A Certificates of Incorporation of Surviving Corporations EXHIBIT B Deposit Agreement EXHIBIT C Capitalization of Liberty Holding Entities

EXECUTION COPY AGREEMENT AND PLAN OF MERGER AND EXCHANGE (this "Agreement") dated as of December 16, 2001, by and among VIVENDI UNIVERSAL, S.A., a societe anonyme organized under the laws of France ("Vivendi"), UNIVERSAL STUDIOS, INC., a Delaware corporation ("Universal"), LIGHT FRANCE ACQUISITION 1, S.A.S., a societe par actions simplifee organized under the laws of France and a direct, wholly-owned subsidiary of Vivendi ("Universal France"), each of the Merger Subsidiaries (as defined herein), LIBERTY MEDIA CORPORATION, a Delaware corporation ("Liberty"), LMC USA VI, INC., a Delaware corporation, LMC USA VII, INC., a Delaware corporation, LMC USA VIII, INC., a Delaware corporation, LMC USA X, INC., a Delaware corporation, LIBERTY HSN LLC HOLDINGS, INC., a Delaware corporation, LIBERTY PROGRAMMING COMPANY LLC, a limited liability company formed under the laws of the state of Delaware ("LPC"), LIBERTY PROGRAMMING FRANCE, INC., a Delaware corporation ("LPF"), and each of the Liberty Holding Entities (as defined herein). Preliminary Statement WHEREAS, Universal desires to purchase from certain Liberty Parties (as defined below), and such Liberty Parties desire to sell to Universal, 25,000,000 USAi Common Shares (as defined below) in exchange for Vivendi ADSs (as defined below); WHEREAS, Universal France desires to acquire from LPF, and LPF desires to transfer to Universal France, all of its assets, which consist solely of 4,921,250 multiThematiques Shares, the Loan Agreement, rights under the Articles of Association, the multiThematiques Cooperation Agreement and the Call Option Agreement (each as defined below), in exchange for Vivendi ADSs and the assumption by Universal France of certain obligations pursuant to Section 5.09, and LPF desires to dissolve and make a liquidating distribution of such Vivendi ADSs following such exchange; WHEREAS, the parties hereto desire to cause each Merger Subsidiary to merge with and into a Liberty Holding Entity;

2 WHEREAS for Federal Income Tax (as defined below) purposes it is intended that the multiThematiques Transaction (as defined below) and each of the Mergers (as defined below) qualify as a separate "reorganization" within the meaning of Section 368(a) of the Internal Revenue Code of 1986, as amended (the "Code"); and WHEREAS, the Boards of Directors of each of Vivendi, Universal, the Merger Subsidiaries, the Liberty Holding Entities, the Liberty Transferring Entities and LPF have approved and declared advisable this Agreement and Vivendi, as the sole stockholder of each Merger Subsidiary, LPC, as the sole stockholder of each Liberty Holding Entity, and Liberty Media International, Inc. ("LMI"), as the sole stockholder of LPF, have approved and adopted this Agreement. NOW, THEREFORE, the parties hereto hereby agree as follows: ARTICLE I Definitions and Usage SECTION 1.01. Definitions and Usage. Unless the context shall otherwise require, terms used and not defined herein shall have the meanings assigned thereto in Annex A or, if not defined herein or therein, in the Transaction Agreement. ARTICLE II Transactions and Closing Upon the terms and subject to the conditions set forth herein, the parties shall consummate each of the following transactions. SECTION 2.01. Exchange of USANi Shares for USAi Common Shares. (a) On the terms and subject to the conditions of this Agreement, immediately prior to effecting the transactions contemplated by Section 2.02(a), each Liberty Party set forth on Schedule I hereto under the caption "Exchange of USANi Shares for USAi Common Shares" shall surrender the number of USANi Shares set forth on Schedule I next to the name of such Liberty Party in exchange for an equal number of USAi Common Shares in

3 accordance with the Exchange Agreement. (b) On the terms and subject to the conditions of this Agreement, immediately prior to effecting the transactions contemplated by Section 2.02(a), LMC USA VI, Inc. shall surrender 5,774,688 USANi Shares in exchange for an equal number of USAi Common Shares in accordance with the Exchange Agreement. (c) Immediately after the Exchanges contemplated by this Section 2.01, (i) the Exchange Agreement, except the representations and warranties contained therein, and (ii) Section 6.01 of the Investment Agreement shall be terminated, whereby the USANi Shares will no longer be exchangeable for USAi Common Shares. SECTION 2.02. Share Exchanges and Mergers. (a) On the terms and subject to the conditions of this Agreement, at the Closing, immediately prior to effecting the transactions contemplated by Sections 2.02(b)and (c): (i) each Liberty Party set forth on Schedule I hereto under the caption "USAi Share Exchange I" shall sell, transfer and deliver to Universal, and Universal shall purchase from each such Liberty Party, the number of USAi Common Shares set forth on Schedule I next to the name of such Liberty Party in exchange for Vivendi ADSs as set forth in Section 2.02(d) (the "USAi Share Exchange I") and each such Liberty Party that is a Liberty Holding Entity shall distribute to its sole stockholder the Vivendi ADSs received by such Liberty Party pursuant to this clause (i); provided, however, Universal may elect at any time prior to the USAi Share Exchange I, after providing the Liberty Parties a reasonable opportunity to consult with Vivendi, not to effect all or any portion of the USAi Share Exchange I with respect to any Liberty Holding Entity and the consideration that would otherwise have been paid in respect of any USAi Common Shares not purchased as a result of this proviso shall be paid in respect of the Merger to which the Liberty Holding Entity that holds such USAi Common Shares is a party; and (ii) each Liberty Party set forth on Schedule II hereto shall sell, transfer and deliver to Universal, and Universal shall purchase from each such Liberty Party, the number of USAi Common Shares set forth on Schedule II next to the name of such Liberty Party in exchange for Vivendi ADSs as set forth in Section 2.02(d) (the "USAi Share Exchange II" and, together with the USAi Share Exchange I, the "USAi

4 Share Exchanges"). (b) Subject to Section 2.04(a), on the terms and subject to the conditions of this Agreement, at the Closing, immediately prior to effecting the transactions contemplated by Section 2.02(c), LPF shall transfer, assign and deliver to Universal France, and Universal France shall acquire from LPF, all of the assets and rights of LPF and assume the obligations of LPF other than any rights or obligations arising under this Agreement, which consist solely of 4,921,250 multiThematiques Shares and its rights and obligations under the Loan Agreement, the multiThematiques Cooperation Agreement and the Call Option Agreement, in exchange solely for Vivendi ADSs as set forth in Section 2.02(d) and the assumption of certain liabilities as set forth in Section 5.09. The transfer and acquisition of the multiThematiques Shares is referred to in this Agreement as the "multiThematiques Acquisition". Promptly following the multiThematiques Acquisition, LPF shall be dissolved and pursuant to such dissolution LPF will make a liquidating distribution to LMI, its sole stockholder, of the Vivendi ADSs received by LPF in the multiThematiques Acquisition (the "Liquidation" and, together with the multiThematiques Acquisition, the "multiThematiques Transaction"). (c) On the terms and subject to the conditions set forth in this Agreement, and in accordance with the DGCL, at the Effective Time: (i) Sub II shall be merged with and into LMC USA II, Inc., the separate corporate existence of Sub II shall cease and LMC USA II, Inc. shall continue as the surviving corporation; (ii) Sub III shall be merged with and into LMC USA III, Inc., the separate corporate existence of Sub III shall cease and LMC USA III, Inc. shall continue as the surviving corporation; (iii) Sub IV shall be merged with and into LMC USA IV, Inc., the separate corporate existence of Sub IV shall cease and LMC USA IV, Inc. shall continue as the surviving corporation; and (iv) Sub V shall be merged with and into LMC USA V, Inc., the separate corporate existence of Sub V shall cease and LMC USA V, Inc. shall continue as the surviving corporation. The mergers referred to in clauses (i) through (iv) above are referred to herein as the "Mergers". Notwithstanding

5 the foregoing, Universal may elect at any time prior to the Mergers, instead of merging a Merger Subsidiary into the applicable Liberty Holding Entity as provided above, to merge the applicable Liberty Holding Entity with and into the Merger Subsidiary; provided, however, that (i) such Mergers as restructured shall qualify as a reorganization under Section 368(a) of the Code, and (ii) the Liberty Parties have been provided a reasonable opportunity to consult with Vivendi on such restructuring. In such event, the parties shall execute an appropriate amendment to this Agreement in order to reflect the foregoing. At the election of Universal, any U.S. corporation that is a direct, wholly-owned Subsidiary of Vivendi may be substituted for any Merger Subsidiary as a constituent corporation in a Merger. In such event, the parties shall execute an appropriate amendment to this Agreement in order to reflect the foregoing. The USAi Share Exchanges, the multiThematiques Transaction, the Mergers, the delivery of Vivendi ADSs in connection with the foregoing and the other transactions contemplated by this Agreement are referred to in this Agreement collectively as the "Transactions". (d) The aggregate number of Vivendi ADSs to be delivered in consideration for the USAi Share Exchanges, the multiThematiques Transaction and the Mergers shall be 37,386,436, as may be adjusted pursuant to Section 8.01 hereof, which shares Vivendi will cause the Depositary to deliver in the form of validly issued, fully paid and non- assessable Vivendi ADSs. The 37,386,436 Vivendi ADSs to be delivered in consideration for the USAi Share Exchanges, the multiThematiques Transaction and the Mergers shall be allocated as described in Schedule 2.02(d) hereof. (e) Prior to the Closing Date, Vivendi and Liberty shall use reasonable efforts to agree on an allocation of the Vivendi ADSs to be delivered in consideration for the multiThematiques Transaction among the assets of LPF. SECTION 2.03. Effects of Mergers on Capital Stock of Constituent Corporations. As of the Effective Time, by virtue of the Mergers and without any action on the part of the holder of any shares of capital stock of any Liberty Holding Entity or any shares of capital stock of any Merger Subsidiary: (a) Capital Stock of Merger Subsidiaries. Each share of the capital stock of each Merger Subsidiary issued and outstanding immediately prior to the Effective Time shall be converted into and become one

6 share of common stock of the surviving corporation of the Merger to which such Merger Subsidiary is a party. (b) Cancelation of Treasury Stock. Each share of capital stock of any Liberty Holding Entity that is directly owned by such Liberty Holding Entity, Vivendi or the applicable Merger Subsidiary shall automatically be canceled and retired and shall cease to exist, and no consideration shall be delivered in exchange therefor. (c) Conversion of Liberty Holding Entity Capital Stock. All of the issued and outstanding shares of capital stock of each Liberty Holding Entity (other than shares to be canceled in accordance with Section 2.03(b)) shall be converted into the right to receive Vivendi ADSs as set forth in Section 2.02(d) (collectively, the "Merger Consideration"). As of the Effective Time, all such shares of capital stock of the Liberty Holding Entities shall no longer be outstanding and shall automatically be canceled and retired and shall cease to exist, and each holder of a certificate representing any such shares of capital stock of any Liberty Holding Entity shall cease to have any rights with respect thereto, except the right to receive the Merger Consideration. SECTION 2.04. Closing Date; Effective Time; Dissolution. (a) The closing of the Transactions (the "Closing") shall take place at the offices of Cravath, Swaine & Moore, 825 Eighth Avenue, New York, New York 10019, at 10:00 a.m. on the Transaction Agreement Closing Date, subject to the satisfaction (or to the extent permitted, the waiver) of all the conditions to the parties' obligations set forth in Article VI, or at such other place, time and date as the parties hereto shall agree (the "Closing Date"). (b) Prior to the Closing, Vivendi shall prepare, and on the Closing Date or as soon as practicable thereafter Vivendi shall file with the Secretary of State of the State of Delaware, a certificate of merger or other appropriate documents reasonably acceptable to Liberty (in any such case, the "Certificate of Merger") with respect to each Merger, executed in accordance with the relevant provisions of the DGCL and shall make all other filings or recordings required under the DGCL. The Mergers shall become effective at such time as the Certificates of Merger are duly filed with such Secretary of State, or at such other time as Universal and Liberty shall agree and specify in the Certificates of Merger (the time at which the Mergers become effective being the "Effective Time").

7 (c) Prior to the Closing, Liberty shall prepare, and on the Closing Date or as soon as practicable thereafter Liberty shall file with the Secretary of State of the State of Delaware, a certificate of dissolution or other appropriate documents (the "Certificate of Dissolution") with respect to the dissolution of LPF, executed in accordance with the relevant provisions of the DGCL and shall make all other filings or recordings required under the DGCL. The dissolution shall become effective at such time as the Certificate of Dissolution is duly filed with such Secretary of State, or at such other time as Universal and Liberty shall agree and specify in the Certificates of Dissolution. SECTION 2.05. Effects of Mergers. The Mergers shall have the effects set forth in Section 259 of the DGCL. SECTION 2.06. Certificates of Incorporation and By-laws. (a) The Certificate of Incorporation of the surviving corporations of the Mergers shall be amended at the Effective Time to read in the form of (i) Exhibit A-1, in the case of LMC USA II, Inc., (ii) Exhibit A-2, in the case of LMC USA III, Inc., (iii) Exhibit A-3, in the case of LMC USA IV, Inc. and (iv) Exhibit A-4, in the case of LMC USA V, Inc. and, in each case, such Certificate of Incorporation, as so amended, shall be the Certificate of Incorporation of such surviving corporation until thereafter changed or amended as provided therein or by applicable law. (b) The By-laws of each Merger Subsidiary as in effect immediately prior to the Effective Time shall be the By-laws of the surviving corporation of the Merger to which such Merger Subsidiary is a party until thereafter changed or amended as provided therein or by Applicable Law. SECTION 2.07. Directors. The directors of each Merger Subsidiary immediately prior to the Effective Time shall be the directors of the surviving corporation of the Merger to which such Merger Subsidiary is a party, until the earlier of their resignation or removal or until their respective successors are duly elected and qualified, as the case may be. SECTION 2.08. Officers. The officers of each Merger Subsidiary immediately prior to the Effective Time shall be the officers of the surviving corporation of the Merger to which such Merger Subsidiary is a party, until the earlier of their resignation or removal or until their respective successors are duly elected or appointed and qualified, as the case may be.

8 SECTION 2.09. Withholding. Each Universal Party shall be entitled to deduct and withhold from the consideration otherwise payable pursuant to this Agreement such amounts as it is required to deduct and withhold with respect to the making of such payment under the Code or any applicable provision of state, local or foreign Tax law. To the extent that amounts are so withheld by a Universal Party, such amounts shall be treated for all purposes of this Agreement as having been paid to the Liberty Party in respect of whose consideration such deduction or withholding was made. ARTICLE III Representations and Warranties of Universal Parties Each Universal Party represents and warrants to each Liberty Party as follows: SECTION 3.01. Organization, Standing and Power. Each Universal Party (i) is duly organized or formed, validly existing and in good standing under the laws of the jurisdiction in which it is so organized or formed and (ii) has full corporate power and authority (A) to own, lease and use as now owned, leased and used by it all of its assets and properties, (B) to conduct its business and operations as currently conducted and (C) to perform and comply with all the terms, covenants and conditions of this Agreement. Each Universal Party is duly qualified to do business as a foreign corporation and is in good standing in each jurisdiction in which the nature of the business transacted by it or the character or location of the properties owned or leased by it requires such qualification, except where failure to be so qualified would not have a material adverse effect on (i) the business, assets, condition (financial or otherwise) or results of operations of Vivendi and its subsidiaries, taken as a whole (other than any such effect arising out of or resulting from general economic conditions, or from changes in or generally affecting the industries in which Vivendi and its subsidiaries operate in general and not having a materially disproportionate effect on such party relative to other industry participants, or as a result of the September 11, 2001 terrorist attacks, their aftermath or any similar events or (ii) the ability of the Universal Parties to perform their obligations under this Agreement or the Transaction Documents or on the ability of the Universal Parties to consummate the Mergers and the other Transactions (a "Universal Material Adverse Effect" or "Universal Material Adverse Change").

9 SECTION 3.02. Authority; Execution and Delivery; Enforceability. Each Universal Party has full power and authority (i) to execute and deliver this Agreement and (ii) to consummate the Transactions to which it is, or is specified to be, a party. The execution, delivery and performance by each Universal Party of this Agreement and the consummation by each Universal Party of the Transactions to which it is, or is specified to be, a party have been duly authorized by all necessary corporate action, and no other corporate proceedings on the part of any Universal Party are necessary to authorize this Agreement or the consummation of the Transactions. Vivendi, as the sole holder of capital stock of Universal, Universal France and the Merger Subsidiaries, has approved this Agreement, the Mergers and the other Transactions, and no further action to approve this Agreement is necessary on the part of such holder. Each Universal Party has duly executed and delivered this Agreement and this Agreement constitutes its legal, valid and binding obligations, enforceable against it in accordance with its terms, except to the extent limited by bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors' rights generally and by general equity principles regardless of whether such proceeding is considered in equity or at law. SECTION 3.03. No Conflicts; Consents. (a) The execution, delivery and performance by each Universal Party of this Agreement does not, and the consummation of the Transactions will not (with or without the giving notice of lapse of time, or both), conflict with or result in any breach or violation of or default under, or give rise to a right of or result in a termination, cancelation or acceleration of any obligation or to loss of a material benefit under, or to increased, additional or accelerated rights or entitlements of any Person under, or result in the creation of any Lien or Encumbrance upon any of the properties or assets of any Universal Party under, any provision of (i) the Organizational Documents of any Universal Party, (ii) any Contract, permit or franchise to which any Universal Party is a party or by which any of their respective properties or assets is bound or is the beneficiary or (iii) any judgment, order, injunction, ruling or decree of any Governmental Entity (collectively, "Judgment") or any applicable statute (including, without limitation, any applicable state takeover statute or other similar statute or regulation), law, ordinance, rule or regulation (collectively, "Applicable Law") applicable to any Universal Party or their respective properties or assets, except that no representation or warranty is made herein with respect to (x) Applicable Laws of any jurisdiction located outside of the United States and the

10 European Community ("Universal Excluded Jurisdictions") and (y) in the case of clauses (ii) and (iii) above, any such items that, individually or in the aggregate, would not have a Universal Material Adverse Effect. (b) No material consent, approval, license, permit, order or authorization (collectively, "Consent") of, or registration, declaration or filing (collectively, "Filings") with, any Federal, state, local or foreign government or any court of competent jurisdiction, regulatory or administrative agency or commission or other governmental authority or instrumentality, domestic or foreign (collectively, "Governmental Entity"), is required to be obtained or made by or with respect to any Universal Party in connection with the execution, delivery and performance of this Agreement or the consummation of the Transactions (provided, that no representation or warranty is made by a Universal Party with respect to Consents from, or Filings with, any Governmental Entity in a Universal Excluded Jurisdiction), other than (i) compliance with and filings under the HSR Act, the EC Merger Regulation and the merger regulations of individual countries in Europe, in each case if applicable, (ii) the filing of such reports under the securities laws of France, and with the SEC of such reports under Sections 13 and 16 of the Exchange Act, as may be required in connection with this Agreement, the Mergers and the other Transactions, (iii) the filing of the Certificates of Merger with the Secretary of State of the State of Delaware, (iv) compliance with and such filings as may be required under applicable environmental laws, (v) such filings as may be required in connection with the Taxes described in Section 5.02 and (vi) such other items (A) required solely by reason of the participation of the Liberty Parties (as opposed to any third party) in the Transactions or (B) that, individually or in the aggregate, have not had and would not have a Universal Material Adverse Effect. SECTION 3.04. Merger Subsidiaries. Since the date of their incorporation, the Merger Subsidiaries have not owned any assets and have not carried on any business or conducted any operations other than the execution of this Agreement, the performance of their obligations hereunder and matters ancillary thereto. SECTION 3.05. Vivendi Securities. All outstanding Vivendi Shares, Vivendi ADSs and receipts evidencing Vivendi ADSs are, and all Vivendi Shares, Vivendi ADSs and receipts evidencing Vivendi ADSs which may be delivered pursuant to this Agreement and the Deposit Agreement shall when delivered in accordance with this Agreement be, duly

11 authorized, validly issued, fully paid and nonassessable and not subject to preemptive rights. The Vivendi Shares, Vivendi ADSs and receipts evidencing Vivendi ADSs which may be delivered pursuant to this Agreement and the Deposit Agreement shall, when delivered in accordance with this Agreement, be free and clear of all Liens or Encumbrances (other than those (x) arising under this Agreement, (y) arising under any Federal or state securities laws or (z) created by any Liberty Party). Attached hereto as Exhibit B is a true and complete copy of the Amended and Restated Deposit Agreement (the "Deposit Agreement"), dated as of December 8, 2000, among Vivendi, the Bank of New York (the "Depositary") and all owners and beneficial owners from time to time of American Depositary Receipts of Vivendi. The Vivendi ADSs to be issued to the Liberty Parties pursuant to this Agreement will be issued by the Depositary (as defined in the Deposit Agreement) under the terms of the Deposit Agreement. The Deposit Agreement is in full force and effect and is enforceable in accordance with its terms. The Vivendi Shares underlying the Vivendi ADSs delivered to the Liberty Parties pursuant to this Agreement, when delivered, will be freely tradeable on the PSE. SECTION 3.06. Taxes. (a) None of the Universal Parties has taken any action that is reasonably likely to prevent any Merger or the multiThematiques Transaction from qualifying as a reorganization within the meaning of Section 368(a) of the Code. (b) Vivendi is classified as a corporation for U.S. federal income tax purposes. (c) Vivendi is, and will be as of the Closing Date, in control of Universal France and each Merger Subsidiary within the meaning of Section 368(c) of the Code. (d) None of Vivendi, Universal France or any Merger Subsidiary is an "investment company" within the meaning of Section 368(a)(2)(F)(iii) and (iv) of the Code. (e) None of Vivendi, Universal France, or any Merger Subsidiary is under the jurisdiction of a court in a case under Title 11 of the United States Code, or a receivership, foreclosure, or similar proceeding in a foreign, federal or state court. (f) Taking into account the application of the special rules set forth in Treasury Regulations Section 1.367(a)-3(c)(3)(ii), (i) Vivendi or any "qualified subsidiary" (as defined in Treasury Regulations Section 1.367(a)-3(c)(5)(vii)) or any "qualified partnership" (as

12 defined in Treasury Regulations Section 1.367(a)- 3(c)(5)(viii)) is currently engaged, and will have been engaged for the entire 36-month period immediately preceding the Closing Date, in an active trade or business outside the United States within the meaning of Treasury Regulations Section 1.367(a)-2T(b)(2) and (3) (the "Active Trade or Business"); and (ii) Vivendi (and, if applicable, the qualified subsidiary or qualified partnership engaged in the Active Trade or Business) does not have any plan or intention to substantially dispose of or discontinue such Active Trade or Business. (g) On the Closing Date, the fair market value of Vivendi, computed according to the special rules contained in Treasury Regulation Section 1.367(a)-3(c)(3)(iii)(B), will be at least equal to the fair market value of LPF and each of the Liberty Holding Entities. (h) Vivendi believes that it will not be a passive foreign investment company, as defined in Section 1297(a) of the Code (a "PFIC"), for its taxable year in which the Closing Date occurs and on the basis of facts presently known does not expect to become a PFIC for any subsequent taxable year. (i) Immediately after the Effective Time, (i) any USANi Shares held by the surviving corporations in the Mergers will be redeemed for USANi Liberty Distributed Interests of approximately equal value to the USANi Shares exchanged therefor, then (ii) the surviving corporations in the Mergers will contribute the USANi Liberty Distributed Interests to the Partnership in exchange for interests in the Partnership of approximately equal value to the USANi Liberty Distributed Interests contributed therefor. (j) At the Effective Time, neither Vivendi nor any Affiliate of Vivendi will have any plan or intention to cause any of the surviving corporations in the Mergers to transfer or otherwise dispose of (x) any of the USANi Shares, except as described in Section 3.06(i) hereof, or (y) any of the interests in the Partnership acquired as described in Section 3.06(i). SECTION 3.07. Absence of Certain Changes or Events. Since December 31, 2000, there has not been any Universal Material Adverse Change. SECTION 3.08. Financial Statements; Contingent Liabilities. The audited consolidated financial statements of Vivendi included in the Vivendi SEC Reports comply as to form in all material respects with applicable accounting

13 requirements and the published rules and regulations of the SEC and with respect thereto, have been prepared in accordance with French generally accepted accounting principles ("French GAAP") applied on a consistent basis (except as may be indicated in the notes thereto); such financial statements present fairly, in all material respects, the consolidated financial position of Vivendi and its subsidiaries as of the respective dates thereof and for the respective periods covered thereby and the consolidated results of their operations and cash flows for the periods then ended (subject, in the case of unaudited statements to normal year-end adjustments). Since the date of the most recent audited financial statements included in the Vivendi SEC Reports filed and publicly available prior to the date of this Agreement, except as Publicly Disclosed by Vivendi (including on the most recent consolidated balance sheet and the footnotes thereto included in the Vivendi SEC Reports Publicly Disclosed by Vivendi), Vivendi and its subsidiaries have not incurred any liabilities that are of a nature that would be required to be disclosed on a balance sheet of Vivendi and its subsidiaries or the footnotes thereto prepared in conformity with French GAAP, other than (i) liabilities incurred in the ordinary course of business, (ii) liabilities for Taxes and (iii) liabilities that would not, individually or in the aggregate, have a Universal Material Adverse Effect. SECTION 3.09. Litigation. Except as set forth on Schedule 3.14 to the Transaction Agreement or as disclosed in the Vivendi SEC Reports, there are not any (i) outstanding Judgments against or affecting a Universal Party or any of its Affiliates, or (ii) Proceedings pending or, to the knowledge of Vivendi, threatened against or affecting a Universal Party or any of its Affiliates by or against any Governmental Entity or any other Person, in each case, that in any manner challenges or seeks to prevent, enjoin, materially alter or materially delay the Transactions, or that, individually or in the aggregate, could reasonably be expected to have a Universal Material Adverse Effect. SECTION 3.10. Foreign Private Issuer. Vivendi (a) is a "foreign private issuer" within the meaning of Rule 3b-4 of the Exchange Act and (b) with respect to the Vivendi ADSs is eligible to use Form 20-F under the Exchange Act. SECTION 3.11. Reports. Vivendi has filed with the PSE, the CMF and the COB true and complete copies of all material forms, reports, schedules, statements and other documents required to be filed by it under applicable French

14 securities laws since December 31, 2000 (such forms, reports, schedules, statements and other documents, including any financial statements or other documents, including any schedules included therein, are referred to as the "Vivendi Documents"). The Vivendi Documents have been made available to Liberty, and at the time filed, (i) did not contain any misrepresentation of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, and (ii) complied in all material respects with the requirements of applicable French securities laws. Vivendi's Annual Report on Form 20-F for the fiscal year ended December 31, 2000, and each other report filed by Vivendi since December 31, 2000, at the time filed, (i) did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, except to the extent revised or superseded by a later filed document, and (ii) complied in all material respects with the applicable requirements of Form 20-F under the Exchange Act. SECTION 3.12. Compliance with Laws. Except as disclosed in the Vivendi SEC Reports, the business of Vivendi has been and is presently being conducted in compliance with all Applicable Laws, including those relating to the environment, except for instances of noncompliance that, individually or in the aggregate, would not have a Universal Material Adverse Effect. ARTICLE IV Representations and Warranties of the Liberty Parties Each Liberty Party represents and warrants, subject to its compliance with Article II, to each Universal Party as follows: SECTION 4.01. Organization, Standing and Power. Each Liberty Party (i) is duly organized or formed, validly existing and in good standing under the laws of the jurisdiction in which it is so organized or formed and (ii) has full corporate or limited liability company power and authority (A) to own, lease and use as now owned, leased and used by it all of its assets and properties, (B) to conduct its business and operations as currently conducted and (C) to perform and comply with all the terms, covenants and conditions of this Agreement. Each Liberty Party is

15 duly qualified to do business as a foreign corporation or limited liability company and is in good standing in each jurisdiction in which the nature of the business transacted by it or the character or location of the properties owned or leased by it requires such qualification, except where failure to be so qualified would not have a material adverse effect on the ability of the Liberty Parties to perform their obligations under this Agreement or on the ability of the Liberty Parties to consummate the Mergers and the other Transactions (a "Liberty Material Adverse Effect"). SECTION 4.02. Authority; Execution and Delivery; Enforceability. Each Liberty Party has full power and authority (i) to execute and deliver this Agreement and (ii) to consummate the Transactions to which it is, or is specified to be, a party. The execution, delivery and performance by each Liberty Party of this Agreement and the consummation by each Liberty Party of the Transactions to which it is, or is specified to be, a party have been duly authorized by all necessary corporate or limited liability company action, and no other corporate proceedings on the part of any Liberty Party are necessary to authorize this Agreement or the consummation of the Transactions. All of the holders of capital stock of the Liberty Holding Entities have approved this Agreement, the Mergers and the other Transactions, and no further action to approve this Agreement is necessary on the part of the holders of such capital stock. Each Liberty Party has duly executed and delivered this Agreement and this Agreement constitutes its legal, valid and binding obligations, enforceable against it in accordance with its terms, except to the extent limited by bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors' rights generally and by general equity principles regardless of whether such proceeding is considered in equity or at law. SECTION 4.03. No Conflicts; Consents. (a) The execution, delivery and performance by each Liberty Party of this Agreement does not, and the consummation of the Transactions will not (with or without the giving of notice or lapse of time, or both), conflict with or result in any breach or violation of or default under, or give rise to a right of or result in a termination, cancelation or acceleration of any obligation or to loss of a material benefit under, or to increased, additional or accelerated rights or entitlements of any Person under, or result in the creation of any Lien or Encumbrance upon any of the properties or assets of any Liberty Party under, any provision of (i) the Organizational Documents of any Liberty Party, (ii) any Contract, permit or franchise to which any Liberty Party is a party or by which any of their respective

16 properties or assets is bound or is the beneficiary or (iii) any Judgment or any Applicable Law (including any applicable state takeover statute or other similar statute or regulation) applicable to any Liberty Party or their respective properties or assets, except that no representation or warranty is made herein with respect to (x) Applicable Laws of any jurisdiction located outside of the United States and the European Community ("Liberty Excluded Jurisdictions"), (y) in the case of clauses (ii) and (iii) above, any such items that, individually or in the aggregate, would not have a Liberty Material Adverse Effect and (z) the Articles of Association of multiThematiques (the "Articles of Association"), the multiThematiques Cooperation Agreement and the Option Agreements. (b) No material Consent of, or Filing with, any Governmental Entity is required to be obtained or made by or with respect to any Liberty Party in connection with the execution, delivery and performance of this Agreement or the consummation of the Transactions (provided, that no representation or warranty is made by a Liberty Party with respect to Consents from, or Filings with, any Governmental Entity in a Liberty Excluded Jurisdiction), other than (i) compliance with and filings under the HSR Act, the EC Merger Regulation and the merger regulations of individual countries in Europe, in each case if applicable, (ii) the filing of such reports as may be required under the securities laws of France, and with the SEC of such reports under Sections 13 and 16 of the Exchange Act, as may be required in connection with this Agreement, the Mergers and the other Transactions, (iii) the filing of the Certificates of Merger and the Certificate of Dissolution with the Secretary of State of the State of Delaware, (iv) compliance with and such filings as may be required under applicable environmental laws, (v) such filings as may be required in connection with any Taxes, (vi) filings with the Ministry of Economy of France in connection with the liquidation of a foreign investment and (vii) such other items (A) required solely by reason of the participation of the Universal Parties (as opposed to any third party) in the Transactions or (B) that, individually or in the aggregate, have not had and would not have a Liberty Material Adverse Effect. SECTION 4.04. Capitalization; Ownership and Validity of Shares. (a) The authorized and issued capital stock of each of the Liberty Holding Entities is set forth on Exhibit C hereto. The shares of capital stock of such Liberty Holding Entities are referred to herein as the "Liberty Shares". LPC owns of record all of the issued and outstanding Liberty Shares, and such Liberty Shares constitute all of the issued and outstanding shares of

17 capital stock of the Liberty Holding Entities. All of the outstanding Liberty Shares are duly authorized, validly issued, fully paid and non-assessable. LPC owns all of the Liberty Shares free and clear of any Lien or Encumbrance (other than those (x) arising under the Shareholder Arrangements, (y) arising under any Federal or state securities laws or arising in connection with an Excluded Tax Liability or (z) created by any Universal Party (collectively, "Liberty Permitted Encumbrances")). There are no agreements or commitments of any kind by any Liberty Party or any of their Affiliates, including LPC and the Liberty Holding Entities, to issue any shares of capital stock of the Liberty Holding Entities, or any securities convertible into, or exercisable or exchangeable for the capital stock of the Liberty Holding Entities. (b) As of the date of this Agreement and immediately prior to the exchange contemplated by Section 2.01, the Liberty Holding Entities collectively own in the aggregate 40,000,000 USANi Shares, free and clear of any Encumbrances other than Liberty Permitted Encumbrances. After the exchange contemplated by Section 2.01 has been completed, (i) assuming that USAi complies with the Exchange Agreement, the Liberty Holding Entities collectively will own in the aggregate 38,694,982 USANi Shares (collectively, the "Liberty USANi Shares") and (ii) assuming USAi complies with the Exchange Agreement, the Liberty Holding Entities and Liberty HSN LLC Holdings, Inc. collectively will own in the aggregate 1,305,038 USAi Common Shares and the Liberty Parties set forth on Schedule II collectively will own 23,694,962 USAi Common Shares (collectively, the "Liberty USAi Shares"), in each case free and clear of any Encumbrances other than Liberty Permitted Encumbrances. Immediately following the USAi Share Exchanges, assuming that the USAi Share Exchange I is effected in full without regard to the proviso in Section 2.02(a)(i), and that USAi complies with the Exchange Agreement, Universal will own 25,000,000 Liberty USAi Shares and, immediately prior to the Effective Time, each of the Liberty Holding Entities will own the number of Liberty USANi Shares set forth next to its name in Schedule III hereto, in each case free and clear of any Encumbrances other than Liberty Permitted Encumbrances. Immediately following the Mergers, each of the surviving corporations of the Mergers will own the number of Liberty USANi Shares set forth next to its name in Schedule III hereto, in each case free and clear of any Encumbrances other than Liberty Permitted Encumbrances. (c) As of the date of this Agreement and immediately prior to the multiThematiques Acquisition, LPF owns, and immediately following the multiThematiques

18 Acquisition, Universal France will own, 4,921,250 multiThematiques Shares, in each case free and clear of any Encumbrances (other than those (x) arising under the multiThematiques Cooperation Agreement, the Articles of Association and the Option Agreements, (y) arising under any Federal, state or foreign securities laws or (z) created by any Universal Party). Except for (i) such 4,921,250 multiThematiques Shares, (ii) three shares held as directors' qualifying shares and (iii) as provided in the Call Option Agreement, the Articles of Association and the multiThematiques Cooperation Agreement, directly or indirectly, any capital stock or other ownership interest or any option or right to acquire any capital stock or other ownership interest in multiThematiques. SECTION 4.05. No Liabilities of the Liberty Holding Entities and LPF. (i) None of the Liberty Holding Entities or LPF has any material assets other than the Liberty USANi Shares and the Liberty USAi Shares in the case of the Liberty Holding Entities, or the multiThematiques Shares, the Loan Agreement and, the Call Option Agreement, and LPF's rights under the Articles of Association and the multiThematiques Cooperation Agreement, in the case of LPF, or any liabilities of any kind whatsoever, whether absolute or contingent, matured or unmatured, liquidated or unliquidated, accrued or unaccrued, known or unknown, whenever arising, other than the obligation to consummate the Mergers, the multiThematiques Transaction and the other Transactions, other than liabilities to be assumed by Universal France pursuant to Section 5.09 hereof, and other than liabilities (x) that are immaterial and (y) as to which the Universal Parties and their Affiliates have a reasonable likelihood of being fully indemnified by Liberty pursuant to Article VIII below; (ii) upon consummation of the Mergers, the Universal Parties and their Affiliates will not have any obligation or liability in respect of any liabilities of any of the Liberty Holding Entities other than those described in the preceding clause (i) that are covered by the indemnification described in clause (i)(y); (iii) upon consummation of the multiThematiques Transaction, the Universal Parties and their Affiliates will not have any obligation or liability in respect of any liabilities of LPF, other than liabilities to be assumed by Universal France pursuant to Section 5.09 hereof, and other than those described in the preceding clause (i) that are covered by the indemnification described in clause (i)(y); and (iv) upon consummation of the Mergers, all of the capital stock of the Liberty Holding Entities shall have been converted, free of any Encumbrances other than Liberty Permitted Encumbrances. Notwithstanding the foregoing, no representation or warranty is made (and no indemnification

19 obligation on the part of any Liberty Party shall be incurred or created) with respect to (a) any Transfer Taxes for which Vivendi is responsible pursuant to Section 5.02(b), (b) any Tax liabilities resulting solely from the exchange of USANi Shares for USAi Common Shares pursuant to Section 2.01(a) hereof or the USAi Share Exchange I, (c) any Tax liabilities resulting solely from any restructuring of, or modification to the terms of, the multiThematiques Transaction pursuant to Section 5.01(d) hereof, (d) any Tax liabilities for which Vivendi is responsible pursuant to Section 8.01(b)(iii), (e) any Tax liabilities resulting solely from a breach by Vivendi of any of its representations and warranties set forth in Sections 3.06(i) and 3.06(j), and (f) any Tax liabilities (the "Excluded Tax Liabilities") resulting from any Merger or the multiThematiques Transaction being a taxable transaction to the relevant Liberty Holding Entity or LPF which result solely from any breach of any of the representations and warranties set forth in Sections 3.04 and 3.06, any breach by any Universal Party or any of their Affiliates of the covenants set forth in Section 5.05 or any action (other than any action contemplated by the Transaction Documents including, for the avoidance of doubt, any action contemplated by Section 3.06(i) of this Agreement) taken by any Universal Party or any of their Affiliates after the Effective Time (other than any Tax liability which results solely from (x) any breach of the representations and warranties set forth in Section 4.06(c), (e) or (f) or any breach by any Liberty Party or any of their Affiliates of the covenants set forth in Section 5.05, (y) any action or unreasonable inaction by any Liberty Party or any of their Affiliates (other than due to an action or inaction contemplated by the Transaction Documents) or (z) any action or inaction of any Universal Party or any of their Affiliates contemplated by the Transaction Documents, including, for the avoidance of doubt, any action contemplated by Section 3.06(i) of this Agreement). SECTION 4.06. Taxes. (a) All material Returns required to be filed by or on behalf of each of the Liberty Holding Entities or LPF or with respect to the USANi Shares, the USAi Common Shares, the multiThematiques Shares or any other asset of LPF have been duly filed in a timely manner and all such Returns are true, complete and correct in all material respects. All Taxes shown to be due on such Returns and all Taxes otherwise due and payable have been timely paid in full or will be timely paid in full by the due date thereof. No material Tax liens have been filed with respect to the USANi Shares, the USAi Common Shares or with respect to the assets of the Liberty Holding Entities or LPF.

20 (b) No deficiencies, audit examinations, refund litigation, proposed adjustments or matters in controversy for any Taxes have been proposed, asserted or assessed against any Liberty Holding Entity, or LPF except for deficiencies, audit examinations, refund litigation, proposed adjustments or matters in controversy that individually or in the aggregate would not have a Liberty Material Adverse Effect. The Federal income Tax Returns of LPF have been examined by and settled with the U.S. Internal Revenue Service or have closed by virtue of the applicable statute of limitations for all taxable years through 1992. All assessments for Taxes due and owing by each Liberty Holding Entity or LPF with respect to completed and settled examinations or concluded litigation have been paid. Except as set forth on Schedule 4.06(b), there is no currently effective agreement or other document extending, or having the effect of extending, the period of assessment or collection of any Taxes. (c) None of the Liberty Holding Entities nor LPF has been a "United States real property holding corporation" within the meaning of Section 897(c)(2) of the Code during the applicable period specified in Section 897(c)(1)(A)(ii) of the Code. None of the Liberty Holding Entities nor LPF has filed a consent under Section 341(f) of the Code concerning collapsible corporations. (d) None of the Liberty Holding Entities, nor LPF, as the case may be, has constituted either a "distributing corporation" or a "controlled corporation" in a distribution of stock qualifying for tax-free treatment under Section 355 of the Code (A) in the two years prior to the date of this Agreement or (B) in a distribution which could otherwise constitute part of a "plan" or "series of related trans actions" (within the meaning of Section 355(e) of the Code) in conjunction with the Mergers or the multiThematiques Transaction, as the case may be. (e) None of the Liberty Parties has taken any action that is reasonably likely to prevent any Merger or the multiThematiques Transaction from qualifying as a reorganization within the meaning of Section 368(a) of the Code. (f) multiThematiques is not and will not have been at any time during the taxable year that includes the Closing Date a controlled foreign corporation, as defined in Section 957(a) of the Code, or a PFIC or a pass-through entity for U.S. Federal income tax purposes. (g) Each Liberty Holding Entity purchased all its

21 USANi Shares solely for cash and directly from USANi. (h) None of the Liberty Holding Entities or LPF have any current non-contingent liability for the Taxes of any Person under Treasury Regulation Section 1.1502-6 (or any similar provision of state, local, or foreign law), as a transferee or successor, by contract, or otherwise. (i) None of the Liberty Holding Entities or LPF have any liabilities for the payment of any amounts as a result of being party to any Tax sharing agreement or as a result of any express or implied obligation to indemnify any other Person with respect to the payment of any Taxes, except pursuant to the terms of this Agreement. (j) Based on facts currently known as of the date of this Agreement, Liberty believes that (i) neither it nor any member of the Selling Affiliated Group is required to file a gain recognition agreement under Section 367 of the Code with respect to any of the Mergers or the multiThematiques Transaction and therefore Liberty does not intend, as of the date of this Agreement, to file a gain recognition agreement with respect to any of the Mergers or the multiThematiques Transaction and (ii) each of the Mergers will qualify for tax-free treatment under Section 367 of the Code and therefore Liberty does not intend, as of the date of this Agreement, to report taxable income or gain with respect to any of the Mergers pursuant to Section 367 of the Code. SECTION 4.07. Investment Intent. The Liberty Parties are not acquiring the Vivendi ADSs to be received pursuant to Article II with a view to or for sale (as defined in the Securities Act) in connection with any distribution thereof within the meaning of the Securities Act except pursuant to an exemption therefrom or pursuant to an effective registration statement. ARTICLE V Agreements and Covenants SECTION 5.01. Reasonable Best Efforts. (a) On the terms and subject to the conditions of this Agreement, each party hereto shall use its reasonable best efforts to cause the Closing to occur as soon as practicable after the date hereof (but subject to the satisfaction of the conditions set forth in Article VI). (b) Prior to the Closing each party hereto (at its own expense) shall use its reasonable best efforts to obtain all consents and approvals from third parties necessary or appropriate to permit the consummation by such party of the Transactions.

22 (c) Following the date hereof, each party hereto shall file promptly any forms required under applicable law and take any other action reasonably necessary in connection with obtaining any approvals and the expiration or termination of any waiting periods under the HSR Act and the EC Merger Regulation and the merger regulations of individual countries in Europe, in each case to the extent applicable to the Transactions. Notwithstanding anything to the contrary contained herein, neither Liberty nor Vivendi nor any of their respective Affiliates shall be required by this Section 5.01 to: (i) pay any consideration that is not de minimus, (ii) surrender, modify or amend in any respect any material license or contract (including this Agreement, the Shareholders Arrangements or the Transaction Documents), (iii) hold separately (in trust or otherwise), divest itself of, or otherwise rearrange the composition of, any assets, (iv) agree to any limitations on any such person's freedom of action with respect to future acquisitions of assets or with respect to any existing or future business or activities or on the enjoyment of the full rights or ownership, possession and use of any asset now owned or hereafter acquired by any such person, or (v) agree to any of the foregoing or any other conditions or requirements of any Governmental Entity or other person that are materially adverse or burdensome. (d) In the event that notification under the EC Merger Regulation, or under the merger regulations of individual countries in Europe, is necessary for the consummation of the multiThematiques Transaction, and the European Commission elects to extend its inquiry beyond a "phase I" inquiry, or another comparable commission elects a similar inquiry that would otherwise similarly delay the Closing, then the parties shall negotiate in good faith to enter into such amendments of this Agreement as may be required so that: (i) the obligations of the parties to consummate the Transactions shall not be subject to any approvals or the expiration or termination of any waiting periods under the EC Merger Regulation or the merger regulation of such individual country in Europe necessary for the consummation of the multiThematiques Transaction and the Closing Date shall not be delayed until such approvals are obtained or such waiting periods have expired or terminated; and (ii) Liberty will receive all the economic benefits of the multiThematiques Transaction on the Closing Date; provided, however, that if Vivendi shall propose such an arrangement pursuant to which the Liberty Parties will receive on the Closing Date the same number of Vivendi ADSs, in the same manner, and on the same terms and conditions as

23 provided in this Agreement, and subject to no restrictions other than those to which they would be subject if this Section 5.01(d) were not applicable, then the parties hereto shall execute such appropriate amendments of this Agreement as may be required to effect such arrangement. (e) Vivendi shall obtain all consents, approvals, releases or waivers, as applicable, with respect to the right of first refusal under Section 5.2 of the multiThematiques Cooperation Agreement and the first and second rank preemptive right under Article 13 of the Articles of Association, in each case necessary for the consummation of the multiThematiques Transaction, and shall ensure that no shareholder of multiThematiques asserts such right of first refusal or preemptive rights. Vivendi shall use its reasonable best efforts to obtain such consents, approvals, releases or waivers, as applicable, as promptly as practicable so as not to delay the Closing Date. SECTION 5.02. Expenses; Transfer Taxes. (a) Whether or not the Closing takes place, and except as set forth in Article VIII, all costs and expenses incurred in connection with the preparation of this Agreement and the consummation of the Transactions shall be paid by the party incurring such expense, including all costs and expenses incurred pursuant to Section 5.01. (b) All stock transfer, real estate transfer, documentary, stamp, recording and other similar Taxes (including interest, penalties and additions to any such Taxes) ("Transfer Taxes") incurred in connection with the Mergers or the multiThematiques Transaction, as the case may be, shall be paid by the applicable Liberty Holding Entity, or LPF, as the case may be, out of its own funds. All other Transfer Taxes incurred in connection with the Transactions shall be shared equally between the Liberty Parties, on the one hand, and Vivendi, on the other hand. The Liberty Parties, the Merger Subsidiaries, Universal France, Universal and Vivendi shall cooperate in preparing, executing and filing any Returns with respect to such Transfer Taxes. SECTION 5.03. Publicity. From the date hereof through the Closing Date, no public release or announcement concerning the Transactions shall be issued by any party without the prior consent of the other parties (which consent shall not be unreasonably withheld), except as such release or announcement may be required by law or the rules or regulations of any United States or foreign securities exchange or commission (in which case the party required to make the release or announcement shall allow the other party

24 reasonable time to comment on such release or announcement in advance of such issuance); provided, however, that a party may make internal announcements to its and its Affiliates' employees that are consistent with the parties' prior public disclosures regarding the Transactions. SECTION 5.04. Further Assurances. From time to time prior to and after the Closing, as and when reasonably requested by another party, each party shall execute and deliver, or cause to be executed and delivered, all such documents and instruments and shall take, or cause to be taken, all such further or other actions (subject to Section 5.01), as such other party may reasonably deem necessary or desirable to consummate the Transactions. From the date hereof until the Effective Time, Liberty and the Liberty Holding Entities shall, and shall cause the officers, directors, employees and agents of such parties to, afford the officers, employees and agents of Vivendi reasonable access at all reasonable times to the books and records of the Liberty Holding Entities. SECTION 5.05. Tax Treatment. (a) The parties intend each of the Mergers and the multiThematiques Transaction to qualify as a reorganization under Section 368(a) of the Code. Each party and its Affiliates shall use reasonable efforts to cause the Mergers and the multiThematiques Transaction to so qualify. Each of the parties hereto and each of their respective Affiliates shall not take (or cause to be taken) any action and shall not fail to take (or cause not to be taken) any action or suffer to exist any condition which action or failure to act or condition would prevent, or would be reasonably likely to prevent, any Merger or the multiThematiques Transaction from qualifying as a reorganization within the meaning of Section 368(a) of the Code. (b) Each of the parties and its Affiliates will comply with all reporting and record-keeping requirements applicable to each of the Mergers and the multiThematiques Transaction which are prescribed by the Code, by Treasury Regulations thereunder, or by forms, instructions, or other publications of the Internal Revenue Service. None of the parties or any of their Affiliates will take any position on any foreign, federal, state or local income or franchise tax return, or take any other tax reporting position that is inconsistent with the treatment of each of the Mergers and the multiThematiques Transaction as a separate reorganization within the meaning of Section 368(a) of the Code, unless otherwise required by a "determination" (as defined in Section 1313(a)(1) of the Code).

25 SECTION 5.06. Tax Matters. From the date hereof through the Closing Date, (i) each Liberty Holding Entity and LPF will file all Returns ("Post-Signing Returns") required to be filed by them in a timely manner, (ii) timely pay all Taxes due and payable in respect of such Post- Signing Returns, (iii) accrue a reserve in the books and records and financial statements of any such entity in accordance with past practice for all Taxes payable by such entity for which no Post-Signing Return is due prior to the Closing Date; (iv) promptly notify Universal of any suit, claim, action, investigation, proceeding or audit (collectively, "Actions") pending against or with respect to any Liberty Holding Entity or LPF in respect of any Tax and not settle or compromise any such Action without Universal's consent; (v) not make any material Tax election or settle or compromise any material Tax liability, other than in connection with currently pending proceedings or other than in the ordinary course of business; and (vi) cause all existing Tax sharing agreements, Tax indemnity obligations and similar agreements, arrangements and practices with respect to Taxes to which any Liberty Holding Entity or LPF is a party or by which any Liberty Holding Entity or LPF is otherwise bound to be terminated as of the Closing Date so that after such date none of the Liberty Holding Entities nor LPF shall have any further rights or liabilities thereunder. SECTION 5.07. Resignation of multiThematiques Directors. LPF shall cause each member of the Board of Directors of multiThematiques whose appointment was proposed by LPF under the multiThematiques Cooperation Agreement to deliver to multiThematiques (with copies to Universal) on the Closing Date, (i) such director's duly signed written resignations, (ii) a full release of liability resulting solely from termination of the employment agreement, if any, of such resigning director, effective immediately after such closing, and (iii) to surrender any director's qualifying shares in multiThematiques held by such resigning director. SECTION 5.08. Vivendi Securities. Vivendi shall use its reasonable best efforts to ensure that, after the Closing Date, upon issuance by the Depositary to the Liberty Parties or their permitted transferees of Vivendi Shares in exchange for Vivendi ADSs in accordance with the terms of the Deposit Agreement, such Vivendi Shares shall be freely tradeable on the PSE (or such other principal exchange upon which the Vivendi Shares are then listed or traded). SECTION 5.09. Put Option Agreements. Universal France shall assume the obligations of LPF under the multiThematiques Cooperation Agreement, the Option

26 Agreements and the Loan Agreement and any other obligations in respect of any multiThematiques shareholder arrangements to which LMI and/or LPF, on the one hand, and Vivendi and/or one or more of its Affiliates, on the other hand, are parties, in each case relating to periods after the Closing Date, and shall use its reasonable best efforts to cause LMI and LPF to be released from such obligations. ARTICLE VI Conditions Precedent SECTION 6.01. Conditions to Each Party's Obligation. The obligation of each party to consummate the Transactions is subject to the satisfaction on the Closing Date of the following conditions, any one or more of which conditions of each party may be waived by such party to the extent permitted by law: (a) Other than such Consents, registrations, declarations or filings the failure of which to obtain would not have a Universal Material Adverse Effect or a Liberty Material Adverse Effect, all Consents of, or registrations, declarations or filings with, or expirations of waiting periods imposed by, any Governmental Entity necessary for the consummation of the Transactions shall have been obtained or filed or shall have occurred and continue to be in effect, including any approvals and the expiration or termination of any waiting periods under the HSR Act and, subject to Section 5.01(d), the EC Merger Regulation and the merger regulations of individual countries in Europe, to the extent applicable to the Transactions. (b) No Applicable Law or Judgment enacted, entered, promulgated, enforced or issued by any Governmental Entity or other legal restraint or prohibition preventing the consummation of the Transactions shall be in effect. (c) All conditions set forth in Article V of the Transaction Agreement shall have been satisfied in accordance with their terms or irrevocably waived and the Closing (as defined in the Transaction Agreement) shall occur in accordance with the terms of the Transaction Agreement and each of the Transaction Documents in the form attached thereto concurrently with the Closing of the Transactions. SECTION 6.02. Conditions to the Obligations of the Universal Parties. The obligation of the Universal Parties to consummate the Transactions is subject to the

27 satisfaction on the Closing Date of the following conditions, any one or more of which conditions may be waived by Universal and the Merger Subsidiaries to the extent permitted by law: (a) Except to the extent that the failure of such representations and warranties to be true and correct, in the aggregate, would not have a Liberty Material Adverse Effect: the representations and warranties of the Liberty Parties made in this Agreement, without regard to any materiality or Liberty Material Adverse Effect qualification, as of the date hereof and in the case of the representations and warranties set forth in Section 4.01, 4.02, 4.03 (only with respect to the Organizational Documents referred to therein), 4.04, 4.05, 4.06 and 4.07, as of the Closing Date, except to the extent such representations and warranties expressly relate to an earlier date (in which case such representations and warranties shall be true and correct as of such earlier date), and Universal shall have received a certificate signed by an executive officer of Liberty to such effect. (b) The Liberty Parties shall have performed or complied in all material respects with all obligations and covenants required by this Agreement to be performed or complied with by the Liberty Parties by the Closing Date, and Universal shall have received a certificate signed by an authorized officer of Liberty to such effect. SECTION 6.03. Conditions to the Obligations of the Liberty Parties. The obligation of the Liberty Parties to consummate the Transactions is subject to the satisfaction on the Closing Date of the following conditions, any one or more of which conditions may be waived by the Liberty Parties to the extent permitted by law: (a) Except to the extent that the failure of such representations and warranties to be true and correct, in the aggregate, would not have a Universal Material Adverse Effect: the representations and warranties of the Universal Parties made in this Agreement, without regard to any materiality or Universal Material Adverse Effect qualification, shall be true and correct as of the date hereof and, in the case of the representations and warranties set forth in Sections 3.01, 3.02, 3.03 (only with respect to the Organizational Documents referred to therein), 3.04, 3.05 and 3.06, as of the Closing Date, except to the extent such representations and warranties expressly relate to an earlier date (in which case such representations and warranties shall be true and correct as of such earlier date), and Liberty shall have received a

28 certificate signed by an executive officer of Universal to such effect. (b) The Universal Parties shall have performed or complied in all respects with all obligations and covenants set forth in Section 5.01(e) and in all material respects with all other obligations and covenants required by this Agreement to be performed or complied with by the Universal Parties by the Closing Date, and Liberty shall have received a certificate signed by an authorized officer of Universal to such effect. (c) The Registration Statement shall have been declared effective by the SEC under the Securities Act. No stop order suspending the effectiveness of the Registration Statement shall have been initiated or, to the knowledge of the Universal Parties, threatened by the SEC. The issuance of the Vivendi ADSs to the Liberty Parties pursuant to this Agreement shall have been qualified under applicable state securities laws. Such Vivendi ADSs shall have been accepted for listing on the New York Stock Exchange, subject to official notice of issuance. (d) The Tax Distribution referred to in Section 4.20 of the Transaction Agreement shall have been made. ARTICLE VII Termination SECTION 7.01. Termination. (a) Notwithstanding anything to the contrary in this Agreement, this Agreement may be terminated and the Mergers and the other Transactions abandoned at any time prior to the Effective Time: (i) by mutual written consent of the parties hereto; (ii) by any party hereto if the Transaction Agreement is terminated; (iii) by either party if any Governmental Entity shall have enacted, issued, promulgated, enforced or entered any Judgment restraining, enjoining or otherwise prohibiting any of the Transactions and such Judgment shall have become final and nonappealable; or (iv) by any party hereto, if the Closing does not occur on or prior to September 30, 2002;

29 provided, however, that the party seeking termination pursuant to clause (ii), (iii) or (iv) is not in breach of any of its representations, warranties, covenants or agreements contained in this Agreement in any material respect. (b) In the event of termination by a party pursuant to this Section 7.01, written notice thereof shall forthwith be given to the other parties, and the Transactions shall be terminated without further action by any party. If this Agreement is terminated as provided herein, each party shall return all documents and other material received from any other party relating to the Transactions, whether so obtained before or after the execution hereof. SECTION 7.02. Effect of Termination. (a) If this Agreement is terminated and the Transactions are abandoned as described in Section 7.01, this Agreement shall become null and void and of no further force and effect, except for the provisions of (i) Section 5.02 relating to certain expenses, (ii) Section 5.03 relating to publicity, (iii) Section 7.01 and this Section 7.02 relating to termination and (iv) Article VIII relating to indemnification. Nothing in this Section 7.02 shall be deemed to release any party from any liability for any breach by such party of the terms and provisions of this Agreement. ARTICLE VIII Indemnification SECTION 8.01. Indemnification. (a) Liberty hereby agrees to indemnify and hold harmless the Universal Parties and their Affiliates from and against (but without duplication) (i) any and all damages, claims, losses, expenses, costs, obligations and liabilities, including, without limiting the generality of the foregoing, liabilities for all Taxes and all reasonable attorneys' fees and expenses, net of Tax benefits as and when realized and any recovery from any third party including, without limitation, insurance proceeds and taking into account Tax costs as and when suffered, directly or indirectly, by the Universal Parties and their Affiliates ("Losses"), arising out of a breach of any representation or warranty set forth in Section 4.04, 4.05 or 4.06 or any covenant of any Liberty Party set forth in Section 5.05, (ii) any other liability including liability for Taxes of any of the Liberty Holding Entities relating to the period or portion thereof ending at or prior to the Effective Time, (iii) any other liability,

30 including liability for Taxes, of or in respect of LPF other than liability of LPF assumed pursuant to Section 5.09 hereof, (iv) all liability for Transfer Taxes for which any Liberty Party is responsible pursuant to Section 5.02(b) and (v) any liability under Treasury Regulation Section 1.1502-6 or under any comparable or similar provisions under state, local or foreign Tax laws or regulations for periods or portions thereof ending on or prior to the Closing Date, in the case of each of the preceding clauses (i) through (v) without regard to materiality, other than, in the case of those preceding clauses, any Loss or other liability for (t) any Tax liabilities for which Vivendi is responsible pursuant to Section 8.01(b)(iii), (u) any Tax liabilities resulting solely from a breach by Vivendi of any of its representations and warranties set forth in Sections 3.06(i) and 3.06(j), (v) Transfer Taxes for which Vivendi is responsible pursuant to Section 5.02(b), (w) any Tax liabilities resulting solely from the exchange of USANi Shares for USAi Common Shares pursuant to Section 2.01(a) hereof or, if consummated, the USAi Share Exchange I, (x) any Tax liabilities resulting solely from any restructuring of, or modification to the terms of, the multiThematiques Transaction pursuant to Section 5.01(d) hereof, (y) an Excluded Tax Liability and (z) any Loss arising as a result of such indemnified person's equity ownership of USANi relating to the period prior to the Effective Time. If a claim by a third party is made against a Universal Party, and if such Universal Party intends to seek indemnity with respect thereto under this Section, such Universal Party shall promptly notify Liberty in writing of such claims setting forth such claims in reasonable detail; provided that the failure to so notify Liberty shall not limit such Universal Party's rights to indemnity except to the extent Liberty is materially prejudiced thereby. Liberty shall as promptly as practicable, and in any event no later than 20 days after receipt of such notice, undertake, through counsel of its own choosing and at its own expense, the settlement or defense thereof, and the Universal Parties shall cooperate with it in connection therewith; provided, however, that the Universal Parties may participate in such settlement or defense through counsel chosen by the Universal Parties, provided that the fees and expenses of such counsel shall be borne by the Universal Parties unless the Universal Parties shall have reasonably determined that representation by the same counsel would be inappropriate under applicable standards of appropriate conduct due to actual or potential differing interests between the Universal Parties and Liberty, and in that event, the fees and expenses of such counsel shall be paid by Liberty. If Liberty assumes such defense, the Universal Parties shall have the right to participate in the defense

31 thereof and to employ counsel, at their own expense (subject to the preceding sentence), separate from the counsel employed by Liberty, it being understood that Liberty shall control such defense. In the event that Liberty assumes such defense, the Universal Parties shall cooperate with Liberty in such defense and make available to Liberty, at Liberty's expense, all pertinent records, materials and information in their possession or under their control relating thereto as is reasonably required by Liberty. The Universal Parties shall not pay or settle any claim which Liberty is contesting without the prior written consent of Liberty, which consent shall not be unreasonably withheld. Liberty shall not settle any claim unless such settlement (i) contains an unconditional release of the Universal Parties and their Affiliates from any and all liability with respect to such third party claim and (ii) does not otherwise impose new or additional limitations or restrictions on any Universal Party or any of their Affiliates, without the prior written consent of Universal which consent shall not be unreasonably withheld. Notwithstanding the foregoing, the Universal Parties shall have the right to pay or settle any such claim, provided that in such event it shall waive any right to indemnity therefor from Liberty. If Liberty does not notify a Universal Party within 20 days after the receipt of such Universal Party's notice of a claim of indemnity regarding a third party claim hereunder that it elects to undertake the defense thereof, such Universal Party shall have the right to contest, settle or compromise the claim but shall not thereby waive any right to indemnity therefor pursuant to this Agreement. (b)(i) In the event that any Merger is taxable to LPC or any other member of the Selling Affiliated Group or the multiThematiques Transaction is taxable to LMI, LPF or any other member of the Selling Affiliated Group, in each case as a result of a breach of any of the representations and warranties set forth in Sections 3.04 and 3.06 or any of the covenants of the Universal Parties set forth in Section 5.05 or any action (other than any action contemplated by the Transaction Documents including, for the avoidance of doubt, any action contemplated by Section 3.06(i) of this Agreement) taken by any of the Universal Parties after the Effective Time (other than any Tax liability that results solely from (x) a breach of the representations and warranties set forth in Section 4.06(c), (e) or (f) or any breach by any Liberty Party of the covenants set forth in Section 5.05 or (y) an action or unreasonable inaction by any Liberty Party (other than due to an action or inaction contemplated by the Transaction Documents), or any action or inaction of the Universal

32 Parties contemplated by the Transaction Documents including, for the avoidance of doubt, any action contemplated by Section 3.06(i) of this Agreement, Vivendi shall indemnify and hold harmless LPC, LMI, LPF, and such other members of the Selling Affiliated Group, as applicable, on an after-Tax basis for the amount of any resulting Adjustments on any Return filed in respect of such indemnified party. To the extent permitted by law, the parties agree to treat any indemnity payments pursuant to this Section 8.01(b)(i) as adjustments to the consideration paid in the Mergers or the multiThematiques Transaction, as applicable. (ii) Vivendi shall indemnify and hold harmless the Liberty Parties on an after-Tax basis for the amount of any Adjustments on any Return filed or to be filed in respect of such indemnified parties that result solely from (a) the exchange of USANi Shares for USAi Common Shares pursuant to Section 2.01(a) hereof and, if consummated, the USAi Share Exchange I, (b) any restructuring of, or modification to the terms of, the multiThematiques Transaction pursuant to Section 5.01(d) hereof, and/or (c) a breach of any of the representations and warranties set forth in Sections 3.06(i) and 3.06(j) hereof. To the extent permitted by law, the parties agree to treat any indemnity payments pursuant to clauses (a) and (c) of this Section 8.01(b)(ii) as adjustments to the consideration paid in the Mergers and indemnity payments pursuant to clause (b) of this Section 8.01(b)(ii) as adjustments to the consideration paid in the multiThematiques Transaction. (iii) Unless, as of the Closing Date, at least 35% of the Common Interests (as defined in the Partnership Agreement) are held in the aggregate by Vivendi or one or more Affiliates of Vivendi (other than the surviving corporations of the Mergers) who are members of the same "qualified group" (within the meaning of Treasury Regulation Section 1.368-1(d)(4)(ii)) with the surviving corporations of the Mergers and Vivendi, Vivendi shall indemnify and hold harmless the Liberty Parties on an after-Tax basis for the amount of any Adjustments on any Return filed in respect of such indemnified parties that result solely from any of the Mergers failing to qualify as a reorganization within the meaning of Section 368(a) of the Code solely as a result of the transactions contemplated by Sections 2.02 and 2.03(a) of the Transaction Agreement. To the extent permitted by law, the parties agree to treat any indemnity payments pursuant to this Section 8.01(b)(iii) as adjustments to the consideration paid in the Mergers.

33 (c) Gain Recognition Agreements; Indemnity. If Liberty (or another member of the Selling Affiliated Group) becomes a five-percent shareholder (within the meaning of Treasury Regulation Section 1.367(a)-3(c)(5)(ii)) of Vivendi in connection with the Mergers and/or the multiThematiques Transaction solely as a result of the receipt of Vivendi ADSs in connection with (i) the Transactions, (ii) any indemnification payment made pursuant to Section 8.01(b) or (iii) any purchases of Vivendi ADSs made by any Liberty Party directly from Vivendi in connection with the Transactions (a "Five-Percent Shareholder Event") and is required, solely as a result of such Five-Percent Shareholder Event, to enter into one or more gain recognition agreements under Section 367 of the Code (including any new gain recognition agreements that Liberty (or another member of the Selling Affiliated Group) may be required to enter into as a result of any nonrecognition transfer described in Treasury Regulations Sections 1.367(a)-8(g)(2) or (3)) with respect to the Mergers and/or the multiThematiques Transaction, Vivendi will, effective as of the date of such Five-Percent Shareholder Event, indemnify and hold harmless Liberty (the "GRA Indemnity), on an after-Tax basis, for the amount of any Adjustments on any Return filed by Liberty or any other member of the Selling Affiliated Group which are required to be made as a result of any gain triggered pursuant to such gain recognition agreements (or new gain recognition agreements) solely as a result of any action taken by Vivendi or any of its Affiliates after the Effective Time (other than any action or inaction contemplated by the Transaction Documents (except for any action contemplated by Section 3.06(i) of this Agreement)); provided, however, that for purposes of this Section 8.01(c), the determination of whether Liberty (or another member of the Selling Affiliated Group) is a five-percent shareholder shall be made by taking into account only those Vivendi Securities acquired pursuant to clauses (i), (ii) and/or (iii) above. If the GRA Indemnity becomes effective, (i) Vivendi agrees to notify Liberty of any action taken by it or any of its Affiliates that has caused, or will cause, gain to be recognized under such gain recognition agreements (or new gain recognition agreements) and (ii) if Vivendi or any of its Affiliates have consummated, or consummate, any nonrecognition transfer that is described in Treasury Regulations ss.ss. 1.367(a)- 8(g)(2) or (3), Vivendi shall provide timely notice to Liberty of such nonrecognition transfer so Liberty (or another member of the Selling Affiliated Group) may comply with the reporting requirements set forth in such sections of the Treasury Regulations, and Vivendi will cause Liberty to be informed of any subsequent disposition of property within the meaning of Treasury Regulations ss. 1.367(a)-

34 8(g)(2)(iv). To the extent permitted by law, the parties agree to treat any indemnity payments pursuant to this Section 8.01(c) as adjustments to the consideration paid in the Mergers or the multiThematiques Transaction, as applicable. (d) Vivendi shall make (x) any indemnification payments pursuant to Sections 8.01(b)(i), 8.01(b)(iii) and 8.01(c) hereof within thirty (30) calendar days after the later of (i) the filing of any Return, or any amended Return, as applicable, including the income or gain recognized that created the applicable Adjustment, and (ii) the date (the "Indemnification Notice Date") Vivendi receives written notice from Liberty, or any of its Affiliates, which notice shall include a certificate setting forth in reasonable detail the calculation and nature of such adjustment (an "Indemnification Notice") demanding payment of such indemnity, and (y) any indemnification payments pursuant to Section 8.01(b)(ii) within 30 calendar days after the date Vivendi receives an Indemnification Notice from Liberty or any of its Affiliates demanding payment of such indemnity. To the extent any indemnification payment is not paid by Vivendi within such 30-day period, as applicable, the amount due shall thereafter include interest thereon at a rate per annum equal to the prime rate as publicly announced from time to time by The Bank of New York (the "Overpayment Rate"), adjusted as and when changes to such Overpayment Rate shall occur, compounded semi-annually. Any indemnification payments to be made by Vivendi pursuant to Sections 8.01(b) and (c) and any additional interest amounts to be paid pursuant to this Section 8.01(d) shall be made by delivering shares of Vivendi ADSs. Any shares of Vivendi ADSs shall be valued based on the average of the daily closing prices (as of 4:00 p.m. eastern time) per share of Vivendi ADSs as reported on the New York Stock Exchange (as published in the Wall Street Journal, or if not published therein or incorrectly published therein, in another authoritative source mutually selected by Vivendi and Liberty) for the ten consecutive trading days ending on the second trading day prior to the Indemnification Notice Date. All such Vivendi ADSs shall be duly authorized, fully paid, and non-assessable. SECTION 8.02. Survival. The representations, warranties, covenants and agreements contained in this Agreement or in any certificates delivered pursuant to Article VI shall survive the Closing and shall terminate on March 31, 2003, except for (i) those contained in Sections 3.04, 3.05, 4.04 and 4.05, which shall not terminate and (ii) those relating to Taxes (including, but

35 not limited to those contained in Sections 3.06, 4.06, 5.05, 5.06 and 8.01) which shall survive until the expiration of the applicable statute of limitations (giving effect to any waiver, mitigation or extensions thereof). Notwithstanding the foregoing, those covenants or agreements that contemplate or may involve actions to be taken or obligations in effect after the Closing shall survive in accordance with their terms. ARTICLE IX Restrictions on Transfers SECTION 9.01. Restrictions on Transfers. (a) From the date of this Agreement to the date that is 18 months after the Closing Date, the Liberty Parties agree not to offer, sell, contract to sell, pledge or otherwise dispose of, directly or indirectly, enter into a transaction which would have the same effect, or enter into any swap, hedge or other arrangement that Transfers, in whole or in part, any of the economic consequences of ownership of, or publicly disclose the intention to make any such offer, sale, pledge or disposition, or enter into any such transaction, swap, hedge or other arrangement with respect to the Vivendi Securities to be received pursuant to Article II; provided, however, that this Section 9.01 shall cease to apply to: (i) 18,300,000 Vivendi Securities, on and after the Closing Date; (ii) an additional 9,543,218 Vivendi Securities, on and after the date that is 12 months after the Closing Date; and (iii) any additional Vivendi Securities issued pursuant to this Agreement, on and after the date that is 18 months after the Closing Date; without, in each case, the prior written consent of Vivendi. Notwithstanding the foregoing, with respect to the 18,300,000 Vivendi Securities referred to in clause (i) above, the Liberty Parties may enter into swaps, hedges or other arrangements ("Hedges") that Transfer, in whole or in part, any of the economic consequences of ownership of such Vivendi Securities prior to the Closing Date; provided, that the number of Vivendi Securities so Hedged on any day does not exceed twice the average worldwide daily trading volume for Vivendi Securities during the five trading days preceding such day.

36 (b) It shall be a condition to any Transfer not prohibited by this Article IX that such Transfer shall comply with the provisions of the Securities Act and applicable state securities laws. (c) The Liberty Parties acknowledge and understand that the certificates representing the Vivendi Securities to be received pursuant to Article II will bear an appropriate legend regarding the transfer restrictions set forth in this Article IX. SECTION 9.02. Transfers Permitted at any Time. At any time and from time to time, any Liberty Party may Transfer all or any portion of the Vivendi Securities received pursuant to Article II to a wholly owned subsidiary of Liberty that agrees in writing to be bound by this Article IX. ARTICLE X Standstill SECTION 10.01. Standstill. (a) Each Liberty Party agrees that, prior to the earliest of (i) the fourth anniversary of the Closing Date, (ii) the sale of all or substantially all of the assets of Vivendi and its subsidiaries to another Person other than a subsidiary of Vivendi or (iii) the effective time of any merger or consolidation of Vivendi with or into any other Person, other than a merger or consolidation in which a majority of the shares of the surviving entity are held by the holders of Vivendi's voting securities immediately prior to such effective time (the "Restricted Period"), it and its Affiliates will not, in any manner, whether publicly or otherwise, directly or indirectly, without the prior written consent of Vivendi, unless specifically requested in writing by the CEO of Vivendi or by a resolution of a majority of the board of directors of Vivendi: (i) acquire, agree to acquire or make any proposal to acquire, directly or indirectly, by purchase or otherwise, beneficial ownership of (A) any voting securities if immediately after such acquisition, the voting securities beneficially owned, in the aggregate, by Liberty and its Affiliates would exceed five percent (5%) of the outstanding voting securities of Vivendi or (B) any significant assets of Vivendi, or any of its subsidiaries (other than assets acquired in the ordinary course of business); provided, however, that this clause shall not be deemed to be violated by the

37 indirect acquisition of voting securities of Vivendi as a result of an acquisition by a Liberty Party of another Person that holds such voting securities so long as the voting securities of Vivendi held by such Person do not exceed 1% of such Person's total assets; (ii) propose to enter into, directly or indirectly, any merger, tender offer or other business combination or similar transaction involving Vivendi or any of its subsidiaries (including a purchase of a material portion of their assets); (iii) make, or in any way participate in, directly or indirectly, any "solicitation" of "proxies" (as such terms are defined in Regulation 14A ("Regulation 14A") under the Exchange Act but without regard to the exclusion set forth in clause (2)(iv) of the definition of "solicitation") to vote, or seek to advise or influence any Person with respect to the voting of, any securities of Vivendi or any of its subsidiaries, or become a "participant" in a "solicitation" (as such terms are defined in Regulation 14A but without regard to the exclusion set forth in clause (2)(iv) of the definition of "solicitation") whether or not such solicitation is subject to regulation under Regulation 14A; (iv) grant any proxy with respect to any voting securities of Vivendi (other than to Vivendi, its Affiliates or the CEO of Vivendi); (v) call, or seek to call, a meeting of Vivendi's shareholders or initiate any shareholder proposal for action by shareholders of Vivendi; (vi) bring any action or otherwise act to contest the validity of this Article X or seek a release of the restrictions contained herein; (vii) form, join or in any way participate in a "group" (within the meaning of Section 13(d)(3) of the Exchange Act) with respect to any voting securities of Vivendi or any of its subsidiaries or deposit any voting securities of Vivendi in a voting trust or subject any voting securities of Vivendi to any arrangement or agreement with respect to the voting of such voting securities or other agreement having similar effect; (viii) otherwise act, alone or in concert with others, to seek to affect or influence the control of

38 the management or the board of directors of Vivendi or the business, operations or policies of Vivendi; (ix) enter into any discussions, negotiations, arrangements, understandings or agreements (whether written or oral) with any other Person (other than Liberty's financial advisors or directors, officers, employees, agents, advisors or representatives) regarding a business combination involving Vivendi, any other purchase of any voting securities involving Vivendi, or significant assets of Vivendi; (x) disclose any intention, plan or arrangement inconsistent with the foregoing; or (xi) advise or assist any other Person in connection with any of the foregoing. Each Liberty Party also agrees that, during the Restricted Period, neither it nor anyone acting on its behalf will (x) request Vivendi or any of its directors, officers, employees, agents, advisors or representatives, directly or indirectly, to amend or waive any provision of this Article X (including this sentence) or (y) take any action which might require Vivendi to make a public announcement regarding the possibility of a business combination, merger or extraordinary transaction. (b) Notwithstanding Section 10.01(a), Liberty or any of its Affiliates shall be permitted during the Restricted Period to submit a proposal addressed to the board of directors of Vivendi that proposes a merger or other business combination involving Vivendi if (i) Vivendi shall have publicly announced that it has entered into a definitive agreement providing for: (A) any acquisition from Vivendi or from one or more stockholders thereof (by tender or exchange offer or other public offer), or both, more than 50% of the outstanding voting or equity securities of Vivendi, (B) any acquisition of all, or substantially all, the assets of Vivendi and its subsidiaries or (C) a merger, consolidation, statutory share exchange or similar transaction between or involving Vivendi and another Person (other than a merger or consolidation in which a majority of the voting shares of the surviving entity are held by the holders of Vivendi's voting securities immediately prior to such effective time); or (ii) any Person shall have commenced a tender offer or exchange offer that is likely to result in any Person or group beneficially owning 50% or more of the voting securities of Vivendi; provided, that in the case of this clause (ii), the right to make a proposal pursuant to this Section 10.01(b) shall cease upon the

39 withdrawal or termination of such unsolicited tender offer or exchange offer or proposal unless Liberty or any of its Affiliates shall have submitted a proposal prior to such withdrawal or termination. ARTICLE XI Registration Rights SECTION 11.01. Registration Rights. As soon as practicable after execution of this Agreement, Vivendi shall (i) prepare and cause to be filed with the SEC under the Securities Act a registration statement on Form F-3 (or other appropriate form) (the "Registration Statement") registering under the Securities Act the resale by the Liberty Parties of the Vivendi ADSs received by such Liberty Parties pursuant to this Agreement (the "Registrable Securities"), (ii) use its reasonable best efforts to cause such Registration Statement to be declared effective simultaneous with the Closing and (iii) shall use its reasonable best efforts to maintain such Registration Statement effective for a period (the "Effective Period") of two years following the Closing Date or, if earlier, until all Registrable Securities covered thereby have been disposed of. In addition to such registration under the Securities Act, as soon as practicable after the execution of this Agreement, Vivendi shall use its reasonable best efforts to register or qualify the resale of such Vivendi ADSs under the securities or "blue sky" laws of such jurisdictions as Liberty shall reasonably request. Vivendi shall cause such Vivendi ADSs to be listed for trading on the New York Stock Exchange. SECTION 11.02. Blackout Periods. (a) Prior to the end of the Effective Period, if Vivendi determines in good faith that the registration and distribution of Registrable Securities (or the use of the Registration Statement or related prospectus) would interfere with any pending financing, acquisition, corporate reorganization or any other corporate development involving Vivendi or any of its subsidiaries or would require premature disclosure thereof, Vivendi shall be entitled to (i) postpone the filing of the Registration Statement otherwise required to be prepared and filed by Vivendi pursuant to Section 11.01 or (ii) elect that the Registration Statement not be used, in either case, for a reasonable period of time, but not to exceed an aggregate of 90 days in any consecutive 12-month period (a "Section 11.02(a) Period"). (b) The period for which the Registration

40 Statement shall be kept effective pursuant to Section 11.01(a) shall be extended by a number of days equal to the number of days of any Section 11.02(a) Period occurring during such period. (c) Vivendi will notify Liberty, at any time when a prospectus relating to the Registration Statement is required to be delivered under the Securities Act, of Vivendi's becoming aware that the prospectus included in such Registration Statement, as then in effect, includes an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances then existing, and at the request of Liberty, prepare and furnish at Vivendi's expense a reasonable number of copies of an amendment or supplement to such Registration Statement or related prospectus as may be necessary so that, as thereafter delivered to the purchasers of such Registrable Securities, such prospectus shall not include 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 in light of the circumstances then existing. (d) Each Liberty Party agrees that, upon receipt of any notice from Vivendi of the happening of any event of the kind described in Section 11.02(c), such Liberty Party will forthwith discontinue disposition of Registrable Securities pursuant to the prospectus or Registration Statement covering such Registrable Securities until such Liberty Party's receipt of the copies of the supplemented or amended prospectus contemplated by Section 11.02(c), and, if so directed by Vivendi, such Liberty Party will deliver to Vivendi (at Vivendi's expense) all copies, other than permanent file copies then in such Liberty Party's possession, of the prospectus covering such Registrable Securities current at the time of receipt of such notice. In the event Vivendi shall give any such notice, the period for which the Registration Statement shall be kept effective pursuant to Section 11.01(a) shall be extended by the number of days during the period from the date of the giving of such notice pursuant to Section 11.02(c) and through the date when each seller of Registrable Securities covered by such Registration Statement shall have received the copies of the supplemented or amended prospectus contemplated by Section 11.02(c). (e) In connection with the Registration Statement, Vivendi shall: (i) use its best efforts to comply with all applicable rules and regulations of the SEC in connection with the Registration Statement; (ii) prepare and

41 file with the SEC such amendments and supplements to the Registration Statement and the prospectus used in connection therewith as may be necessary to keep the Registration Statement effective during the Effective Period; (iii) notify Liberty of any stop order issued or, to the best knowledge of Vivendi, threatened by the SEC and take all reasonable action required to prevent the entry of such stop order or to remove it if entered; and (iv) take such other actions as Liberty may reasonably request to effect the disposition of the Registrable Securities pursuant to the Registration Statement. (f) Vivendi shall pay all registration expenses with respect to the Registration Statement. Notwithstanding the foregoing, each Liberty Party selling Registrable Securities shall be responsible for its own internal administrative and similar costs, the legal fees and expenses of its own counsel and all underwriting discount and underwriting commissions and transfer Taxes, if any, in connection with the sale of Registrable Securities. ARTICLE XII Miscellaneous SECTION 12.01. Approval of Transactions. The parties hereto acknowledge that in Section 8.01 of the Transaction Agreement they have approved of and consented to the Transactions. SECTION 12.02. Notices. All notices, requests and other communications to any party under this Agreement shall be in writing (including a facsimile or similar writing) and shall be given to a party hereto at the address or facsimile number set forth for such party on Schedule 12.02 or as such party shall at any time otherwise specify by notice to each of the other parties to such agreement or instrument. Each such notice, request or other communication shall be effective (i) if given by facsimile, at the time such facsimile is transmitted and the appropriate confirmation is received (or, if such time is not during a Business Day, at the beginning of the next such Business Day), (ii) if given by mail, five Business Days (or, if to an address outside the United States, ten calendar days) after such communication is deposited in the United States mails with first-class postage prepaid, addressed as aforesaid, (except that notice of change of address will not be deemed given until received) or (iii) if given by any other means, when delivered at the address specified pursuant hereto.

42 SECTION 12.03. No Third Party Beneficiaries. The terms of this Agreement are not intended to confer any rights or remedies hereunder upon, and shall not be enforceable by, any Person other than the parties hereto, other than, with respect to the provisions of Article VIII hereof, each indemnified person. SECTION 12.04. Waiver. No failure by any party to this Agreement to insist upon the strict performance of any covenant, agreement, term or condition hereof or to exercise any right or remedy consequent upon a breach of such or any other covenant, agreement, term or condition shall operate as a waiver of such or any other covenant, agreement, term or condition of this Agreement. Any party to this Agreement, by notice given in accordance with Section 12.02, may, but shall not be under any obligation to, waive any of its rights or conditions to its obligations under this Agreement, or any duty, obligation or covenant of any other party hereto. No waiver shall affect or alter the remainder of this Agreement and each and every covenant, agreement, term and condition hereof shall continue in full force and effect with respect to any other then existing or subsequent breach. The rights and remedies provided by this Agreement are cumulative and the exercise of any one right or remedy by any party shall not preclude or waive its right to exercise any or all other rights or remedies. SECTION 12.05. Assignment. This Agreement shall be binding upon, inure to the benefit of, and be enforceable by and against, the parties and their respective successors and permitted assigns. Neither this Agreement nor any of the rights, interests or obligations hereunder shall be assigned by any of the parties hereto without the prior written consent of the other parties; provided, however, that after the Closing, Vivendi or Liberty may assign its rights and obligations hereunder by operation of law or in connection with the transfer of all or substantially all of its assets or may assign its rights hereunder to any of its subsidiaries so long as such party remains responsible for all of its obligations hereunder. SECTION 12.06. Integration. This Agreement and the Transaction Documents constitute the entire agreement among the parties hereto pertaining to the subject matter hereof and supersedes all prior agreements and understandings of the parties in connection with the subject matter hereof and no covenant, representation or condition not expressed in this Agreement shall affect, or be effective to interpret, change or restrict, the express provisions of this Agreement.

43 SECTION 12.07. Headings. The titles of Articles and Sections of this Agreement are for convenience only and shall not be interpreted to limit or otherwise affect the provisions of this Agreement. SECTION 12.08. Counterparts. This Agreement may be executed by the parties hereto in multiple counterparts, each of which shall be deemed an original and all of which, taken together, shall constitute one and the same instrument. SECTION 12.09. Severability. Each provision of this Agreement shall be considered separable and if for any reason any provision or provisions hereof are determined to be invalid and contrary to any applicable law, such invalidity shall not impair the operation of or affect those portions of this Agreement which are valid. SECTION 12.10. Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of New York without giving effect to the conflicts of law principles thereof, except to the extent the laws of the State of Delaware are mandatorily applicable to the Merger. SECTION 12.11. Jurisdiction. Each party to this Agreement irrevocably submits to the exclusive jurisdiction of (i) the Supreme Court of the State of New York, New York County, and (ii) the United States District Court for the Southern District of New York, for the purposes of any suit, action or other proceeding arising out of this Agreement or the Transactions. Each party agrees to commence any such action, suit or proceeding either in the United States District Court for the Southern District of New York or if such suit, action or other proceeding may not be brought in such court for jurisdictional reasons, in the Supreme Court of the State of New York, New York County. Each party further agrees that service of any process, summons, notice or document by U.S. registered mail to such party's respective address in accordance with Section 12.02 shall be effective service of process for any action, suit or proceeding in New York with respect to any matters to which it has submitted to jurisdiction in this Section 12.11. Vivendi and Universal France hereby appoints Vivendi Universal U.S. Holding Co., 800 Third Avenue, 7th Floor, New York, New York 10022, Attention: President as its authorized agent (the "Authorized Agent") upon which process may be served in any action arising out of or based upon this Agreement or the Transactions that may be instituted in any court by any party hereto and expressly consents to the jurisdiction of any such court, but only in respect of any

44 such action, and waives any other requirements of or objections to personal jurisdiction with respect thereto. Vivendi and Universal France represent and warrant that the Authorized Agent has agreed to act as said agent for service of process, and Vivendi agrees to take any and all action, including the filing of any and all documents and instruments, that may be necessary to continue such appointment in full force and effect as aforesaid. If the Authorized Agent shall cease to act as Vivendi's or Universal France's agent for service of process, such party shall appoint without delay another such agent and notify Liberty of such appointment in the manner provided in Section 12.02 for the giving of notices. With respect to any such action in the courts, service of process upon the Authorized Agent in the manner provided in Section 12.02 for the giving of notices (substituting the address set forth above in this Section 12.11) and written notice of such service to Vivendi and Universal France given as provided in Section 12.02 shall be deemed, in every respect, effective service of process upon Vivendi and Universal France. Each party irrevocably and unconditionally waives any objection to the laying of venue of any action, suit or proceeding arising out of this Agreement or the Transactions in (i) the Supreme Court of the State of New York, New York County, or (ii) the United States District Court for the Southern District of New York, and hereby further irrevocably and unconditionally waives and agrees not to plead or claim in any such court that any such action, suit or proceeding brought in any such court has been brought in an inconvenient forum. SECTION 12.12. Specific Performance. Each of the parties to this Agreement agrees that the other parties hereto would be irreparably damaged if any of the provisions of this Agreement are not performed in accordance with its specific terms and that monetary damages would not provide an adequate remedy in such event. Accordingly, in addition to any other remedy to which the nonbreaching parties may be entitled, at law or in equity, the nonbreaching parties may be entitled to injunctive relief to prevent breaches of this Agreement and to specifically enforce the terms and provisions hereof. SECTION 12.13. Amendments. This Agreement may be amended by an instrument in writing signed on behalf of each of the parties hereto. SECTION 12.14. Interpretation. References in this Agreement to Articles, Sections, Annexes, Exhibits and Schedules shall be deemed to be references to Articles and Sections of, and Annexes, Exhibits and Schedules to, this

45 Agreement unless the context shall otherwise require. All Annexes, Exhibits and Schedules attached to this Agreement shall be deemed incorporated herein as if set forth in full herein. The words "include", "includes" and "including" shall be deemed to be followed by the phrase "without limitation". The words "hereof", "herein" and "hereunder" and words of similar import when used in this Agreement shall refer to this Agreement as a whole and not to any particular provision of such agreement or instrument. SECTION 12.15. Adjustment of Share Numbers. If, after the date of this Agreement, there is a subdivision, split, stock dividend, combination, reclassification or similar event with respect to any of the shares of capital stock referred to in this Agreement, then, in any such event, the numbers and types of shares of such capital stock referred to in this Agreement shall be adjusted to the number and types of shares of such capital stock that a holder of such number and types of shares of such capital stock would own or be entitled to receive as a result of such event if such holder had held such number and types of shares immediately prior to the record date for, or effectiveness of, such event.

46 IN WITNESS WHEREOF, this Agreement has been duly executed by the parties as of the day and year first above written. VIVENDI UNIVERSAL, S.A., By /s/ Jean-Marie Messier ------------------------------------ Name: Jean-Marie Messier Title: Chairman and CEO UNIVERSAL STUDIOS, INC., By /s/ Guillaume Hannezo ------------------------------------ Name: Guillaume Hannezo Title: Special Power of Attorney LIGHT FRANCE ACQUISITION 1, S.A.S., By /s/ Jean-Marie Messier ------------------------------------ Name: Jean-Marie Messier Title: On behalf of Vivendi Universal, S.A., Chairman NYCSPIRIT CORP. II, NYCSPIRIT CORP. III, NYCSPIRIT CORP. IV, NYCSPIRIT CORP. V, By /s/ Jean-Marie Messier ------------------------------------ Name: Jean-Marie Messier Title: President LIBERTY MEDIA CORPORATION, By /s/ Robert R. Bennett ------------------------------------ Name: Robert R. Bennett Title: CEO and President

47 LIBERTY PROGRAMMING COMPANY LLC, By /s/ Robert R. Bennett ------------------------------------ Name: Robert R. Bennett Title: CEO and President LIBERTY PROGRAMMING FRANCE, INC., By /s/ Robert R. Bennett ------------------------------------ Name: Robert R. Bennett Title: CEO and President LIBERTY HSN LLC HOLDINGS, INC., By /s/ Robert R. Bennett ------------------------------------ Name: Robert R. Bennett Title: CEO and President LMC USA II, INC., By /s/ Robert R. Bennett ------------------------------------ Name: Robert R. Bennett Title: CEO and President LMC USA III, INC., By /s/ Robert R. Bennett ------------------------------------ Name: Robert R. Bennett Title: CEO and President LMC USA IV, INC., By /s/ Robert R. Bennett ------------------------------------ Name: Robert R. Bennett Title: CEO and President

48 LMC USA V, INC., By /s/ Robert R. Bennett ------------------------------------ Name: Robert R. Bennett Title: CEO and President LMC USA VI, INC., By /s/ Robert R. Bennett ------------------------------------ Name: Robert R. Bennett Title: CEO and President LMC USA VII, INC., By /s/ Robert R. Bennett ------------------------------------ Name: Robert R. Bennett Title: CEO and President LMC USA VIII, INC., By /s/ Robert R. Bennett ------------------------------------ Name: Robert R. Bennett Title: CEO and President LMC USA X, INC., By /s/ Robert R. Bennett ------------------------------------ Name: Robert R. Bennett Title: CEO and President

ANNEX A The terms defined below have the meanings set forth below for all purposes of this Agreement, and such meanings shall apply equally to both the singular and plural forms of the terms defined. Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms. "Actions" shall have the meaning set forth in Section 5.06. "Adjustments" shall mean the deemed increase in a Tax, determined on a transaction-by-transaction basis and using the assumptions set forth in the next sentence, resulting from an adjustment made with respect to any amount reflected or required to be reflected on any Return relating to such Tax. For purposes of determining such deemed increase in Tax, the following assumptions will be used: (a) a combined marginal Tax rate of 38%, and (b) such determinations shall be made without regard to whether any actual increase in such Tax will in fact be realized with respect to the Return to which such adjustment relates (as a result, for example, of losses, credits or other offsets against Tax). "Affiliate" of any specified Person means any other Person directly or indirectly controlling, controlled by or under direct or indirect common control with such specified Person. For purposes of the foregoing, (i) USANi and its Affiliates shall be deemed to be Affiliates of USAi, (ii) none of USAi, USANi or any of their respective Affiliates shall be deemed to be an Affiliate of Universal, (iii) none of Diller, Universal, Liberty or any of their respective Affiliates shall be deemed to be an Affiliate of USAi and (iv) none of USAi or Universal or any of their respective Affiliates shall be deemed to be an Affiliate of the Partnership "Applicable Law" shall have the meaning set forth in Section 3.03(a). "Articles of Association" shall have the meaning set forth in Section 4.03(a). "Authorized Agent" shall have the meaning set forth in Section 12.11. "Business Day" means any day other than a Saturday, a Sunday or a United States Federal holiday. "Call Option Agreement" means the Promise to Sell

2 Agreement dated May 4, 2000 among Havas Images, as the Promisor, and Canal+, Hachette SA and LMI, as the Beneficiaries. "CEO" means chief executive officer. "Certificate of Merger" shall have the meaning set forth in Section 2.04(b). "Closing" and "Closing Date" shall have the meanings set forth in Section 2.04(a). "CMF" means the Conseil des Marches Financiers. "COB" means the Commission des Operations de Bourse. "Code" shall have the meaning set forth in the Preliminary Statement. "Consent" shall have the meaning set forth in Section 3.03(b). "Contracts" means all contracts, agreements, commitments and other legally binding arrangements, whether oral or written. "Deposit Agreement" shall have the meaning set forth in Section 3.05. "Depositary" shall have the meaning set forth in Section 3.05. "DGCL" means the Delaware General Corporation Law, as amended from time to time. "Diller" means Barry Diller. "EC Merger Regulation" means Council Regulation No. 4064/89/EEC of the European Community, as amended. "Effective Period" shall have the meaning set forth in Section 11.01. "Effective Time" shall have the meaning set forth in Section 2.04(b). "Encumbrance" means any charge, claim, option, right to acquire, restriction on transfer, voting restriction or agreement, or any other restriction of any nature whatsoever on any assets.

3 "Exchange Act" means the Securities Exchange Act of 1934, as amended. "Exchange Agreement" means the Exchange Agreement dated as of October 19, 1997, by and among USAi, Universal, for itself and on behalf of certain of its subsidiaries, and Liberty, for itself and on behalf of certain of its subsidiaries. "Excluded Tax Liabilities" shall have the meaning set forth in Section 4.05. "Filing" shall have the meaning set forth in Section 4.03(b). "French GAAP" shall have the meaning set forth in Section 3.08. "Governance Agreement" shall have the meaning set forth in the Transaction Agreement. "Governmental Entity" shall have the meaning set forth in Section 3.03(b). "GRA Indmenity" shall have the meaning set forth in Section 8.01(c). "Hedge" shall have the meaning set forth in Section 9.01(b). "HSR Act" means the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended. "Income Tax" means all Taxes based on or measured by net income. "Indemnification Notice" shall have the meaning set forth in Section 8.01(d). "Investment Agreement" means the Investment Agreement dated as of October 19, 1997, as amended and restated as of December 18, 1997, among, Universal, for itself and on behalf of certain of its subsidiaries, USAi, HSN, Inc. and Liberty, for itself and on behalf of certain of its subsidiaries. "Judgment" shall have the meaning set forth in Section 3.03(a). "Lien" means any pledge, encumbrance, security interest, purchase option, call or similar right.

4 "Liberty" shall have the meaning set forth in the Preamble. "Liberty Excluded Jurisdiction" shall have the meaning set forth in Section 4.03(a). "Liberty Holding Entities" means the entities listed in paragraphs (a) through (d) of Exhibit C hereto. "Liberty Material Adverse Effect" shall have the meaning set forth in Section 4.01. "Liberty Parties" means Liberty, Liberty HSN LLC Holdings, Inc., LPC, LPF, the Liberty Transferring Entities and the Liberty Holding Entities; provided, that the Liberty Holding Entities shall cease to be included as Liberty Parties from and after the Effective Time. "Liberty Permitted Encumbrance" shall have the meaning set forth in Section 4.04(a). "Liberty Shares" shall have the meaning set forth in Section 4.04(a). "Liberty Transferring Entities" means LMC USA VI, Inc., LMC USA VII, Inc., LMC USA VIII, Inc., LMC USA X, Inc. and Liberty HSN LLC Holdings, Inc. "Liberty USAi Shares" shall have the meaning set forth in Section 4.04(c). "Liberty USANi Shares" shall have the meaning set forth in Section 4.04(b). "Liquidation" shall have the meaning set forth in Section 2.02(b). "LMI" shall have the meaning set forth in the Preamble. "Loan Agreement" means the Shareholder Loan Agreement dated August 9, 2000 by multiThematiques in favor of LMI, and the indebtedness represented thereby. "LPC" shall have the meaning set forth in the Preamble. "LPF" shall have the meaning set forth in the Preamble. "Loss" shall have the meaning set forth in

5 Section 8.01. "Mergers" shall have the meaning set forth in Section 2.02(c). "Merger Consideration" shall have the meaning set forth in Section 2.03(c). "Merger Subsidiaries" means Sub II, Sub III, Sub IV and Sub V. "multiThematiques" means multiThematiques S.A., a societe anonyme organized under the laws of France. "multiThematiques Acquisition" shall have the meaning set forth in Section 2.02(b). "multiThematiques Shares" means Class C shares, with a 100 French Francs par value. "multiThematiques Cooperation Agreement" means the Amended and Restated Cooperation Agreement dated as of May 4, 2000 by and among Canal+ S.A., Havas Images S.A., Liberty Media International, Inc., Part'com S.A. and Hachette S.A. "multiThematiques Transaction" shall have the meaning set forth in Section 2.02(b). "Option Agreements" means the Call Option Agreement and the Put Option Agreements. "Organizational Documents" means, with respect to any Person at any time, such Person's certificate or articles of incorporation, by-laws, memorandum and articles of association, certificate of formation of limited liability company, limited liability company agreement, and other similar organizational or constituent documents, as applicable, in effect at such time. "Partnership" shall have the meaning set forth in the Transaction Agreement. "Person" means any individual, firm, corporation, partnership, limited liability company, trust, joint venture, governmental authority or other entity. "Post-Signing Returns" shall have the meaning set forth in Section 5.06. "Proceeding" means any claim, action, suit,

6 proceeding, arbitration, investigation, inquiry, or hearing or notice of hearing. "PSE" means the Paris Bourse. "Publicly Disclosed by Vivendi" means disclosed by Vivendi in a public filing made by Vivendi with the PSE, the COB, the CMF, the New York Stock Exchange or the SEC. "Put Option Agreements" means the Promise to Buy Agreement dated May 4, 2000 among Canal+, Hachette SA and LMI, as Promisors, and Part'Com, as Beneficiary and the Promise to Buy Agreement dated May 4, 2000 among Canal+, Hachette SA and LMI, as Promisors, and Havas Images, as Beneficiary. "Registrable Securities" shall have the meaning set forth in Section 11.01(a). "Related Securities" shall have the meaning set forth in Section 11.02(b). "Regulation 14A" shall have the meaning set forth in Section 10.01(a). "Restricted Period" shall have the meaning set forth in Section 10.01(a). "Returns" means returns, reports and forms required to be filed with any domestic or foreign Taxing Authority. "SEC" means the United States Securities and Exchange Commission. "Section 11.02(a) Period" shall have the meaning set forth in Section 11.02(a). "Section 11.02(b) Period" shall have the meaning set forth in Section 11.02(b). "Securities Act" means the Securities Act of 1933, as amended. "Selling Affiliated Group" means the members of the affiliated group within the meaning of Section 1504(a) of the Code which includes Liberty. "Shareholder Arrangements" means the Investment Agreement, the Governance Agreement, the Stockholders Agreement, the Exchange Agreement and the Exchange Agreement

7 dated as of December 20, 1996 by and between Silver King Communications, Inc. and Liberty HSN, Inc., together with any and all amendments, modifications and waivers to such agreements. "Stockholders Agreement" shall have the meaning set forth in the Transaction Agreement. "Sub II" means NYCSpirit Corp. II, a Delaware corporation and a direct, wholly-owned subsidiary of Vivendi. "Sub III" means NYCSpirit Corp. III, a Delaware corporation and a direct, wholly-owned subsidiary of Vivendi. "Sub IV" means NYCSpirit Corp. IV, a Delaware corporation and a direct, wholly-owned subsidiary of Vivendi. "Sub V" means NYCSpirit Corp. V, a Delaware corporation and a direct, wholly-owned subsidiary of Vivendi. A "subsidiary" of any Person means another Person, an amount of the voting securities, limited liability company membership interests, other voting ownership or voting partnership interests or equity interests of which is sufficient to elect at least a majority of its Board of Directors or other governing body (or, if there are no such voting interests, 50% or more of the equity or ownership interests of which) is owned directly or indirectly by such first Person. "Taxes" means all taxes (whether federal, state, local or foreign) based upon or measured by income and any other tax whatsoever, including gross receipts, profits, sales, use, occupation, value added, ad valorem, transfer, franchise, withholding, payroll, employment, excise, or property taxes, together with any interest or penalties imposed with respect thereto. "Taxing Authority" means any government authority having jurisdiction over the assessment, determination, collection or other imposition of Tax. "Transaction Agreement" means the Transaction Agreement dated as of the date hereof by and among Universal, USAi, USANi, Liberty and Diller. "Transaction Agreement Closing Date" means the

8 Closing Date (as defined in the Transaction Agreement). "Transaction Document" means this Agreement, the Transaction Agreement, the Partnership Agreement (as defined in the Transaction Agreement), the Warrant Agreement (as defined in the Transaction Agreement), the Stockholders Agreement and the Governance Agreement, collectively. "Transactions" shall have the meaning set forth in Section 2.02. "Transfer" means any sale, assignment, transfer, exchange, gift, bequest, pledge, hypothecation, or other disposition or encumbrance, direct or indirect, in whole or in part, by operation of law or otherwise. The terms "Transferred", "Transferring", "Transferor" and "Transferee" have meanings correlative to the foregoing. "Transfer Tax" shall have the meaning set forth in Section 5.02(b). "Treasury Regulations" means the regulations promulgated under the Code in effect on the date hereof and the corresponding sections of any regulation subsequently issued that amend or supersede such regulations. "USAi" means USA Networks, Inc., a Delaware corporation. "USAi Common Stock" means the common stock, par value $.01 per share, of USAi. "USAi Common Share" means a share of USAi Common Stock. "USAi Share Exchange" shall have the meaning set forth in Section 2.02(a). "USANi" means USANI LLC, a Delaware limited liability company. "USANi Liberty Distributed Interest" shall have the meaning set forth in the Transaction Agreement. "USANi LLC Agreement" means the Amended and Restated Limited Liability Company Agreement of USANi LLC dated as of February 12, 1998. "USANi Shares" means the Class C shares representing a proportionate interest in the capital and profits and losses of USANi.

9 "Universal" shall have the meaning set forth in the Preamble. "Universal Excluded Jurisdiction" shall have the meaning set forth in Section 3.03(a). "Universal France" shall have the meaning set forth in the Preamble. "Universal Material Adverse Effect" and "Universal Material Adverse Change" shall have the meaning set forth in Section 3.01. "Vivendi" shall have the meaning set forth in the Preamble. "Vivendi ADSs" means American depositary shares representing Vivendi Shares, each American depositary share representing one Vivendi Share. "Vivendi Securities" means Vivendi Shares or Vivendi ADSs, as applicable. "Vivendi Shares" means ordinary shares, nominal value (U)5.50 per share, of Vivendi. "Universal Parties" means Vivendi, Universal France, Universal, the Merger Subsidiaries and, from and after the Effective Time, the surviving corporations of the Mergers. "Vivendi SEC Reports" means all reports, schedules, statements and other documents (including exhibits and all other information incorporated therein) filed by Vivendi with the SEC following December 31, 2000, and on or before the date of this Agreement.

                                                                    EXHIBIT 46

                                                                  EXECUTION COPY




==============================================================================






                              AMENDED AND RESTATED

                              GOVERNANCE AGREEMENT

                                      AMONG

                               USA NETWORKS, INC.,

                            VIVENDI UNIVERSAL, S.A.,

                            UNIVERSAL STUDIOS, INC.,

                           LIBERTY MEDIA CORPORATION,

                                       AND

                                  BARRY DILLER




                          DATED AS OF DECEMBER 16, 2001








==============================================================================



TABLE OF CONTENTS PAGE ARTICLE I STANDSTILL AND VOTING SECTION 1.01. Acquisition of Voting Securities.............................2 SECTION 1.02. Further Restrictions on Conduct..............................2 SECTION 1.03. Reports......................................................3 SECTION 1.04. Transferees..................................................3 ARTICLE II BOARD OF DIRECTORS AND RELATED MATTERS SECTION 2.01. Board of Directors...........................................4 SECTION 2.02. Management of the Business...................................5 SECTION 2.03. Contingent Matters...........................................6 SECTION 2.04. Notice of Events.............................................7 PREEMPTIVE RIGHTS SECTION 3.01. Liberty Preemptive Rights....................................7 SECTION 3.02. Investment Agreement.........................................8 ARTICLE IV REPRESENTATIONS AND WARRANTIES SECTION 4.01. Representations and Warranties of the Company................9 SECTION 4.02. Representations and Warranties of the Stockholders...........9 ARTICLE IV DEFINITIONS SECTION 5.01. "Affiliate".................................................10 SECTION 5.02. "Amended and Restated Stockholders Agreement"...............10 SECTION 5.03. "Assumptions"...............................................10 SECTION 5.04 "BDTV Entities".............................................10 SECTION 5.05. "Beneficial Ownership" or "Beneficially Own"................10 SECTION 5.06. "CEO".......................................................11 SECTION 5.07 "CEO Termination Date"......................................11 SECTION 5.08. "Commission"................................................11 SECTION 5.09. "Company Common Shares".....................................11 -i-

SECTION 5.10. "Company Class B Stock".....................................11 SECTION 5.11. "Company Common Stock"......................................11 SECTION 5.12. "Consenting Party"..........................................11 SECTION 5.13. "Demand Registration".......................................11 SECTION 5.14. "Disabled"..................................................11 SECTION 5.15. "EBITDA"....................................................11 SECTION 5.16. "Equity Securities".........................................11 SECTION 5.17. "Exchange Act"..............................................11 SECTION 5.18. "Exchange Shares"...........................................12 SECTION 5.19. "Excluded Issuance".........................................12 SECTION 5.20. "Fair Market Value".........................................12 SECTION 5.21. "Issue Price"...............................................12 SECTION 5.22. "Liberty Director"..........................................12 SECTION 5.23. "Liberty Exchange Agreement"................................13 SECTION 5.24. "Liberty Holdco"............................................13 SECTION 5.25. "Ownership Percentage"......................................13 SECTION 5.26. "Permitted Ownership Percentage"............................13 SECTION 5.27. "Permitted Transferee"......................................13 SECTION 5.28. "Person"....................................................13 SECTION 5.29. "Sale Transaction"..........................................13 SECTION 5.30. "Securities Act"............................................13 SECTION 5.31. "Shares"....................................................13 SECTION 5.32. "Stockholders"..............................................13 SECTION 5.33. "Stockholders Group"........................................13 SECTION 5.34. "Subsidiary"................................................14 SECTION 5.35. "Third Party Transferee"....................................14 SECTION 5.36. "13D Group".................................................14 SECTION 5.37. "Total Debt"................................................14 SECTION 5.38. "Total Debt Ratio"..........................................14 SECTION 5.39. "Total Equity Securities"...................................14 SECTION 5.40. "Transfer"..................................................15 SECTION 5.41. "VU Director"...............................................15 SECTION 5.42. "Voting Securities".........................................15 ARTICLE VI MISCELLANEOUS SECTION 6.01. Notices.....................................................15 SECTION 6.02. Amendments; No Waivers......................................17 SECTION 6.03. Successors and Assigns......................................18 SECTION 6.04. Governing Law; Consent to Jurisdiction......................18 SECTION 6.05. Counterparts; Effectiveness.................................18 SECTION 6.06. Specific Performance........................................18 SECTION 6.07. Registration Rights.........................................19 SECTION 6.08. Termination.................................................20 SECTION 6.09. Severability................................................20 -ii-

SECTION 6.10. Cooperation.................................................20 SECTION 6.11 Adjustment of Share Numbers.................................20 SECTION 6.12. Entire Agreement............................................20 SECTION 6.13. Interpretation..............................................21 SECTION 6.14. Headings....................................................21 -iii-

AMENDED AND RESTATED GOVERNANCE AGREEMENT Amended and Restated Governance Agreement, dated as of December 16, 2001, among USA Networks, Inc., a Delaware corporation ("USAi," or the "COMPANY"), Vivendi Universal, S.A., a SOCIETE ANONYME organized under the laws of France ("VU"), Universal Studios, Inc., for itself and on behalf of the members of its Stockholders Group ("UNIVERSAL"), Liberty Media Corporation, for itself and on behalf of the members of its Stockholders Group ("LIBERTY") and Mr. Barry Diller ("MR. DILLER") for himself and on behalf of the members of his Stockholders Group and. Capitalized terms used herein without definition have the meanings ascribed to such terms in the Transaction Agreement (as hereinafter defined). WHEREAS, the Company, VU, Universal, Liberty, Mr. Diller, and USANi LLC, a Delaware limited liability company ("USANi"), have entered into a Transaction Agreement, dated as of December 16, 2001 (the "TRANSACTION AGREEMENT"), pursuant to which, among other things, (i) each of Universal and the Company will contribute certain businesses to a limited liability partnership (the "PARTNERSHIP") in exchange for interests in the Partnership, and (ii) each of Universal, VU and Mr. Diller shall enter into a limited liability limited partnership agreement (the "PARTNERSHIP AGREEMENT") under which a wholly owned subsidiary of Universal will be the general partner and each of the Company, USANi Sub LLC, a Delaware limited liability company and a wholly owned subsidiary of USANi ("USANI SUB"), and Mr. Diller will be limited partners (collectively, the "TRANSACTIONS"); WHEREAS, the parties hereto have agreed that the Company, Universal, Liberty, Mr. Diller and VU shall enter into this Agreement in order to amend and restate in its entirety the respective rights and obligations of the parties set forth in the Governance Agreement, dated as of October 19, 1997 (the "1997 GOVERNANCE AGREEMENT"); WHEREAS, the Company, Universal, Liberty, Mr. Diller and VU desire to establish in this Agreement certain terms and conditions concerning the acquisition and disposition of securities of the Company by Universal and VU (together, the "VU PARTIES"), and certain additional provisions concerning Universal's, Liberty's, Mr. Diller's and VU's relationships with the Company, none of which shall become effective until the Closing; and WHEREAS, the parties hereto also desire to provide for certain amendments to the Investment Agreement (the "INVESTMENT AGREEMENT"), among Universal, for itself and on behalf of certain Subsidiaries, the Company, Home Shopping Network, Inc. ("HSN"), and Liberty, for itself and on behalf of certain of its Subsidiaries, dated as of October 19, 1997, as amended and restated as of December 18, 1997. NOW, THEREFORE, in consideration of the foregoing and the mutual covenants and agreements contained herein, and intending to be legally bound hereby, the Company, Universal, Liberty, Mr. Diller and VU hereby agree, effective as of the Closing, as follows: -1-

ARTICLE I STANDSTILL AND VOTING SECTION 1.01. ACQUISITION OF VOTING SECURITIES. Subject to the last sentence hereof, immediately following the Closing, neither the VU Parties nor any of their Affiliates will acquire, directly or indirectly, the Beneficial Ownership of any additional Equity Securities of the Company until such time (the "TRIGGER DATE") that the Equity Securities Beneficially Owned by the VU Parties and their Affiliates represent less than 20% (the "PERMITTED OWNERSHIP PERCENTAGE") of the Total Equity Securities. Subject to the last sentence hereof, following the Trigger Date, neither the VU Parties nor any of their Affiliates will acquire, directly or indirectly, the Beneficial Ownership of any additional Equity Securities of the Company such that the Equity Securities Beneficially Owned by the VU Parties and their Affiliates following such acquisition would be in excess of the Permitted Ownership Percentage. If at any time the VU Parties become aware that they and their Affiliates Beneficially Own more than the Permitted Ownership Percentage, then the VU Parties shall as soon as is reasonably practicable (but in no manner that would require the VU Parties to incur liability under Section 16(b) of the Exchange Act) take all action necessary to reduce the amount of Equity Securities Beneficially Owned by such Persons to an amount not greater than the Permitted Ownership Percentage. The restrictions contained in this Section 1.01 shall cease to apply upon the later of (x) the date that Mr. Diller no longer serves as CEO (provided that if Mr. Diller no longer serves as CEO but continues to hold a proxy from Universal in respect of Company Common Shares under the Amended and Restated Stockholders Agreement, Mr. Diller shall be deemed to be continuing to serve as CEO until the later of (i) such time as he no longer serves as CEO and (ii) such time as Mr. Diller no longer holds the Universal proxy, with the later of such times being referred to as the "CEO TERMINATION DATE") or becomes Disabled and (y) the date on which VU no longer has the right to appoint a director to the Board of Directors of the Company pursuant to Section 2.01 hereof (the later of clauses (x) and (y), the "STANDSTILL TERMINATION DATE"). Notwithstanding anything to the contrary contained herein, the provisions set forth in this Section 1.01 shall not prevent the VU Parties and their Affiliates from exercising the Warrants and continuing to Beneficially Own the shares thereunder. SECTION 1.02. FURTHER RESTRICTIONS ON CONDUCT. The VU Parties covenant and agree that until the Standstill Termination Date: (a) except by virtue of VU's representation on the Board of Directors of the Company and as otherwise contemplated under this Agreement and the other agreements contemplated by the Transaction Agreement or as otherwise permitted by the Board of Directors of the Company or the CEO so long as Mr. Diller is CEO, neither the VU Parties nor any Affiliate thereof will otherwise act, alone or in concert with others, to seek to affect or influence the control of the management or Board of Directors of the Company or the business, operations or policies of the Company (it being agreed that this paragraph shall not prohibit the VU Parties, their Affiliates and their respective employees from engaging in ordinary course business activities with the Company); -2-

(b) other than to a Permitted Transferee, pursuant to the Transaction Agreement or the Amended and Restated Stockholders Agreement, neither the VU Parties nor any Affiliate thereof shall deposit any Equity Securities in a voting trust or subject any Equity Securities to any proxy, arrangement or agreement with respect to the voting of such securities or other agreement having similar effect; (c) neither the VU Parties nor any Affiliate thereof shall propose any merger, tender offer or other business combination involving the Company or any of its Affiliates; PROVIDED, that discussions relating to the possibility of such a proposal in which Mr. Diller participates shall not be deemed to be a breach of this covenant; (d) neither the VU Parties nor any Affiliate thereof shall initiate or propose any stockholder proposal or make, or in any way participate in, directly or indirectly, any "solicitation" of "proxies" to vote, or seek to influence any Person with respect to the voting of, any Equity Securities, or became a "participant" in a "solicitation" (as such terms are defined in Regulation 14A under the Exchange Act) in opposition to the recommendation of the majority of the directors of the Company with respect to any matter, except in response to a solicitation by a third party; (e) other than as is contemplated by this Agreement, the Transaction Agreement, the Amended and Restated Stockholders Agreement and the other agreements contemplated by the Transaction Agreement, neither the VU Parties nor any Affiliate thereof shall join a partnership, limited partnership, syndicate or other group, or otherwise act in concert with any other Person (other than a Permitted Transferee), for the purpose of acquiring, holding, voting or disposing of Equity Securities, or otherwise become a "person" within the meaning of Section 13(d)(3) of the Exchange Act; and (f) neither the VU Parties nor any Affiliate thereof shall, directly or indirectly, request that the Company or its Board of Directors amend or waive any of the provisions of this Section 1.02. SECTION 1.03. REPORTS. The VU Parties shall deliver to the Company, promptly after any acquisition or Transfer of Equity Securities representing more than a 1% change in the Ownership Percentage, an accurate written report specifying the amount and class of Equity Securities acquired or Transferred in such transaction and the amount of each class of Equity Securities owned by the VU Parties and their Affiliates after giving effect to such transaction; PROVIDED, HOWEVER, that no such report need be delivered with respect to any such acquisition or Transfer of Equity Securities by the VU Parties or their Affiliates that is reported in a statement on Schedule 13D filed with the Commission and delivered to the Company by the VU Parties in accordance with Section 13(d) of the Exchange Act. The Company shall be entitled to rely on such reports and statements on Schedule 13D for all purposes of this Agreement. SECTION 1.04. TRANSFEREES. No Third Party Transferee shall have any rights or obligations under this Agreement, except as specifically provided for in this Agreement and -3-

except that if such Third Party Transferee shall acquire Beneficial Ownership of more than 5% of the outstanding Total Equity Securities upon consummation of any Transfer or series of related Transfers from a Stockholder, to the extent such Stockholder has the right to Transfer a Demand Registration assigns such right in connection with a Transfer, such Third Party Transferee shall have the right to initiate one or more Demand Registrations pursuant to Section 6.07 or any registration rights agreement that replaces or supersedes Section 6.07 (and shall be entitled to such other rights that a Stockholder would have applicable to such Demand Registration), subject to the obligations of such Stockholder applicable to such demand (and the number of Demand Registrations to which such Stockholder is entitled under Section 6.07 hereof shall be correspondingly decreased). Except in connection with open market transactions (other than pursuant to an underwritten offering), neither the VU Parties, nor any of their Affiliates, shall be entitled to Transfer to any single Third Party Transferee (including Affiliates of such Third Party Transferee), in the aggregate, 10% or more of the Total Equity Securities, unless the VU Parties cause such Third Party Transferee (and its Affiliates, to the extent applicable) to agree to the provisions set forth in Sections 1.01 and 1.02 hereof until such time as such Third Party Transferee and its Affiliates own less than 10% of the Total Equity Securities. Subject to applicable securities laws, except as provided in this Section 1.04 and the Amended and Restated Stockholders Agreement, there are no restrictions on Transfer on the Company Common Stock (and, in the case of the VU Parties, the Warrants). ARTICLE II BOARD OF DIRECTORS AND RELATED MATTERS SECTION 2.01. BOARD OF DIRECTORS. (a) Immediately following the Closing, the Company Board of Directors shall include Phillippe Germond and Jean-Marie Messier. VU shall have the right to nominate up to two VU Directors so long as the number of Equity Securities Beneficially Owned by the VU Parties and their Affiliates is at least equal to 75% of the number of Equity Securities Beneficially Owned by the VU Parties and their Affiliates immediately following the Closing (appropriately adjusted to reflect any stock splits and the like) (so long as the Ownership Percentage of the VU Parties and their Affiliates is at least equal to the lesser of (x) 15% of the Total Equity Securities and (y) the percentage that is five percentage points less than the percentage of the Total Equity Securities Beneficially Owned by the VU Parties and their Affiliates immediately following the Closing). VU shall have the right to nominate one VU Director so long as the VU Parties Beneficially Own a number of Equity Securities at least equal to 50% of the number of the Equity Securities Beneficially Owned by them immediately following the Closing (appropriately adjusted to reflect any stock splits and the like) (so long as the VU Party's Ownership Percentage is at least equal to 10% of the Total Equity Securities). (b) The Company shall cause each VU Director and each Liberty Director, as the case may be, to be included in the slate of nominees recommended by the Board of Directors to the Company's stockholders for election as directors at each annual meeting of the stockholders of the Company and shall use all reasonable efforts to cause the election of each VU Director and Liberty Director, as the case may be, including soliciting proxies in favor of the election of such persons. -4-

(c) Within a reasonable time prior to the filing with the Commission of its proxy statement or information statement with respect to each meeting of stockholders at which directors are to be elected, the Company shall, to the extent such Person is entitled to representation on the Company's Board of Directors in accordance with this Agreement, provide VU and Liberty, as applicable, with the opportunity to review and comment on the information contained in such proxy or information statement applicable to the director nominees designated by such Person. (d) In the event that a vacancy is created at any time by the death, disability, retirement, resignation or removal (with or without cause) of any VU Director or Liberty Director, VU or Liberty, as the case may be, shall have the right to designate a replacement VU Director or Liberty Director to fill such vacancy, and the Company agrees to use its best efforts to cause such vacancy to be filled with the replacement VU Director or Liberty Director so designated. Upon the written request of VU or Liberty, each Stockholder shall vote (and cause each of the members of its Stockholders Group to vote, if applicable), or act by written consent with respect to, all Equity Securities Beneficially Owned by it and otherwise take or cause to be taken all actions necessary to remove the director designated by such requesting party and to elect any replacement director designated by such party as provided in the first sentence of this Section 2.01(d). (e) Except as permitted by the Company Board of Directors, the parties agree that no Company director who is a VU Director shall participate in any action taken by the Company Board of Directors or the Company relating to any business transaction between the Company and either of the VU Parties (including their Affiliates), or relating to this Agreement or the Transaction Agreement, including, without limitation, any amendment, modification or waiver hereof or thereof. (f) Following the Closing, the Company Board of Directors shall include John C. Malone and Robert R. Bennett. Liberty shall have the right to nominate up to two Liberty Directors so long as the number of Equity Securities Beneficially Owned by Liberty is at least equal to 75% of the number of Equity Securities Beneficially Owned by Liberty immediately following the Closing (appropriately adjusted to reflect any stock splits and the like) (so long as the Ownership Percentage of Liberty is at least equal to the lesser of (x) 15% of the Total Equity Securities and (y) the percentage that is five percentage points less than the percentage of the Total Equity Securities Beneficially owned by Liberty immediately following the Closing). Liberty shall have the right to nominate one Liberty Director so long as Liberty Beneficially Owns a number of Equity Securities at least equal to 50% of the number of the Equity Securities Beneficially Owned by it immediately following the Closing (appropriately adjusted to reflect any stock splits and the like) (so long as Liberty's Ownership Percentage is at least equal to 5% of the Total Equity Securities). SECTION 2.02. MANAGEMENT OF THE BUSINESS. Following the Closing and except as indicated in Section 2.03 below, as required by Delaware law or the Certificate of Incorporation of the Company and the By-Laws or as contemplated by the Transaction Agreement and the agreements contemplated thereby, Mr. Diller, so long as he is CEO and has not become Disabled, will continue to have full authority to operate the day-to-day business affairs of the Company to the same extent as prior to the Closing. The Company shall use its reasonable best -5-

efforts to cause one Liberty Director to be appointed as a member of a committee of the Board of Directors and, to the extent such person qualifies under applicable tax laws and Section 16(b) under the Exchange Act or other similar requirements, the Compensation Committee of the Board of Directors. SECTION 2.03. CONTINGENT MATTERS. So long as in the case of Liberty, Liberty Beneficially Owns at least two-thirds of the number of Equity Securities Beneficially Owned by it (including the Exchange Shares and through its equity ownership of BDTV Entities) immediately following the Closing (appropriately adjusted to reflect any stock splits and the like) (so long as such Ownership Percentage equals at least 5% of the Total Equity Securities), and in the case of Mr. Diller, Mr. Diller Beneficially Owns at least twenty million Company Common Shares with respect to which he has a pecuniary interest (appropriately adjusted to reflect any stock splits and the like) and the CEO Termination Date (as defined in the Amended and Restated Stockholders Agreement and not as defined in this Agreement) has not occurred and Mr. Diller has not become Disabled, neither the Company nor any Subsidiary shall take any of the following actions (any such action, a "CONTINGENT MATTER") without the prior approval of Mr. Diller and/or Liberty, as applicable: (a) any transaction not in the ordinary course of business, launching new or additional channels or engaging in any new field of business, in any case, that will result in, or will have a reasonable likelihood of resulting in, Liberty or Mr. Diller or any Affiliate thereof being required under law to divest itself of all or any part of its Equity Securities, or interests therein, or any other material assets of such Person, or that will render such Person's continued ownership of such securities, shares, interests or assets illegal or subject to the imposition of a fine or penalty or that will impose material additional restrictions or limitations on such Person's full rights of ownership (including, without limitation, voting) thereof or therein. This Contingent Matter will be applied based only on the Equity Securities, interests therein or other material assets of Liberty or Mr. Diller or any Affiliate thereof as of the Closing Date; (b) if the Total Debt Ratio continuously equals or exceeds 4:1 over a twelve-month period, then, for so long as the Total Debt Ratio continues to equal or exceed 4:1: (i) any acquisition or disposition (including pledges), directly or indirectly, by the Company or any of its Subsidiaries of any assets (including debt and/or equity securities) or business (by merger, consolidation or otherwise), the grant or issuance of any debt or equity securities of the Company or any of its Subsidiaries, other than, in any of the foregoing, as contemplated by the Liberty Exchange Agreement or the Exchange Shares), the redemption, repurchase or reacquisition of any debt or equity securities of the Company or any of its Subsidiaries, other than as contemplated by the Liberty Exchange Agreement or the Exchange Shares, by the Company or any such Subsidiary, or the incurrence of any indebtedness, or any combination of the foregoing, in any such case, in one transaction or a series of transactions in a six-month period, with a value of 10% or more of the market value of the Total Equity Securities at the time of such transaction, provided that the prepayment, redemption, repurchase or conversion of prepayable, callable, redeemable or convertible securities in accordance with the terms thereof shall not be a transaction subject to this paragraph; -6-

(ii) voluntarily commencing any liquidation, dissolution or winding up of the Company or any material Subsidiary; (iii) any material amendments to the Certificate of Incorporation or Bylaws of the Company (including the issuance of blank check preferred stock containing super voting rights or class votes on any matter (except to the extent such class vote is required by Delaware law or to the extent the holder of such preferred stock may have the right to elect directors upon the occurrence of a default in payment of dividends or a redemption price)); (iv) engagement by the Company in any line of business other than media, communications and entertainment products, services and programming, and electronic retailing and commerce, or other businesses engaged in by the Company as of the date of determination of the Total Debt Ratio; (v) adopting any stockholder rights plan (or any other plan or arrangement that could reasonably be expected to disadvantage any stockholder on the basis of the size or voting power of its shareholding) that would adversely affect Liberty or Mr. Diller; and (vi) entering into any agreement with any holder of Equity Securities in such stockholder's capacity as such, as the case may be, which grants such stockholder approval rights similar in type and magnitude to those set forth in this Section 2.03. SECTION 2.04. NOTICE OF EVENTS. In the event that (a) the Company intends to engage in a transaction of a type that is described in Section 2.03, and (b) the Company does not intend to seek consent from those parties that are required to consent to a Contingent Matter (a "CONSENTING PARTY") due to the Company's good faith belief that the specific provisions of such paragraph do not require such consent but that reasonable people acting in good faith could differ as to whether consent is required pursuant to such paragraph, the Company shall notify the Consenting Parties as to the material terms of the transaction (including the Company's estimate of the timing thereof) by written notice (including a statement of the Total Debt Ratio) delivered as far in advance of engaging in such transaction as is reasonably practicable unless such transaction was previously publicly disclosed. ARTICLE III PREEMPTIVE RIGHTS SECTION 3.01. LIBERTY PREEMPTIVE RIGHTS (a) In the event that after the Closing Date, the Company issues or proposes to issue (other than to the Company and its Affiliates or Liberty and its Affiliates, and other than pursuant to an Excluded Issuance) any Company Common Shares (including Company Common Shares issued upon exercise, conversion or exchange of options, warrants and convertible securities, but excluding (x) shares of Company Common Stock issued upon conversion of shares of Company Class B Stock, and (y) Exchange Shares issued in accordance with the Liberty Exchange Agreement, and such issuance, together -7-

with any prior issuances of less than 1% with respect to which Liberty had no rights under this Section 3.01, shall be in excess of 1% of the total number of Company Common Shares (based on the Assumptions) outstanding after giving effect to such issuance, the Company shall give written notice to Liberty not later than five business days after the issuance (an "ADDITIONAL ISSUANCE"), specifying the number of Company Common Shares issued or to be issued and the Issue Price (if known) per share. Liberty shall have the right (but not the obligation) to purchase or cause one or more of the Liberty Holdcos to purchase for cash a number (but not less than such number) of Company Common Shares (allocated between Company Common Stock and Company Class B Common Stock in the same proportion as the issuance or issuances giving rise to the preemptive right hereunder, except to the extent that Liberty opts to receive Company Common Stock in lieu of Company Class B Common Stock), so that Liberty and the Liberty Holdcos shall collectively maintain the identical percentage equity beneficial ownership interest in the Company that Liberty and the Liberty Holdcos collectively owned immediately prior to the notice from the Company to Liberty described in the first sentence of this paragraph (but not in excess of the percentage equity beneficial ownership interest in the Company that Liberty and the Liberty Holdcos collectively owned immediately following the Closing) after giving effect to such Additional Issuance and to shares of Company Common Stock that are to be issued to Liberty and the Liberty Holdcos pursuant to this Section 3.01 by sending an irrevocable written notice to the Company not later than fifteen business days after receipt of such notice (or, if later, two business days following the determination of the Issue Price) from the Company that it elects to purchase or to cause one or more of the Liberty Holdcos to purchase all of such Company Common Shares (the "ADDITIONAL SHARES"). The closing of the purchase of Additional Shares shall be the later of ten business days after the delivery of the notice of election by Liberty and five business days after receipt of any necessary regulatory approvals. (b) Additional Issuances caused by the conversion of HSN's 5 7/8% Convertible Subordinated Debentures due March 1, 2006 ("HSN CONVERTIBLE DEBT") into Company Common Stock shall be at an Issue Price to Liberty of $10 per share in cash. Other than with respect to the Issue Price, any such Additional Issuance shall be governed by the provisions set forth in 3.01(a). (c) The purchase or redemption of any Company Common Shares by the Company or any of its Affiliates shall not result in an increase in the percentage of Company equity that Liberty may be entitled to acquire pursuant to the preemptive right in paragraph 3.01(a) above. (d) Notwithstanding anything contained herein to the contrary, Liberty shall have the rights set forth in Section 3.01(a) hereof with respect to the transactions contemplated by the Expedia Merger Agreement to the extent Liberty has not previously exercised such rights pursuant to Section 1.8 of the Investment Agreement prior to its termination in accordance with the terms of Section 3.02 hereof. Furthermore, notwithstanding the termination of Section 1.8 of the Investment Agreement pursuant to Section 3.02 hereof, for purposes of determining the number of Company Common Shares that shall give rise to a notice in accordance with Section 3.01(a) hereof, the Company shall include such number of Company Common Shares not previously included in any preemptive notice prior to the Closing Date. SECTION 3.02. INVESTMENT AGREEMENT Section 1.7 and Section 1.8 of the Investment Agreement shall be of no further force or effect and Universal and Liberty shall cease -8-

to have any preemptive rights with respect to Equity Securities, except as otherwise provided with respect to Liberty in Section 3.01 of this Agreement. ARTICLE IV REPRESENTATIONS AND WARRANTIES SECTION 4.01. REPRESENTATIONS AND WARRANTIES OF THE COMPANY. The Company represents and warrants to Mr. Diller, the VU Parties and Liberty that (a) the Company is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware and has the corporate power and authority to enter into this Agreement and to carry out its obligations hereunder, (b) the execution and delivery of this Agreement by the Company and the consummation by the Company of the transactions contemplated hereby have been duly authorized by all necessary corporate action on the part of the Company and no other corporate proceedings on the part of the Company are necessary to authorize this Agreement or any of the transactions contemplated hereby, (c) this Agreement has been duly executed and delivered by the Company and constitutes a valid and binding obligation of the Company, and, assuming this Agreement constitutes a valid and binding obligation of each Stockholder, is enforceable against the Company in accordance with its terms, (d) neither the execution, delivery or performance of this Agreement by the Company constitutes a breach or violation of or conflicts with the Company's Certificate of Incorporation or By-laws or any material agreement to which the Company is a party and (e) none of such material agreements would impair in any material respect the ability of the Company to perform its obligations hereunder. SECTION 4.02. REPRESENTATIONS AND WARRANTIES OF THE STOCKHOLDERS. Each Stockholder, as to itself (and, in the case of Mr. Diller, as applicable), represents and warrants to the Company and the other Stockholders that (a) it is a corporation duly organized, validly existing and in good standing under the laws of its jurisdiction of organization and he or it, as the case may be, has the power and authority (corporate or otherwise) to enter into this Agreement and to carry out his or its obligations hereunder, (b) the execution and delivery of this Agreement by such Stockholder and the consummation by such Stockholder of the transactions contemplated hereby have been duly authorized by all necessary action on the part of such Stockholder and no other proceedings on the part of such Stockholder are necessary to authorize this Agreement or any of the transactions contemplated hereby, (c) this Agreement has been duly executed and delivered by such Stockholder and constitutes a valid and binding obligation of such Stockholder, and, assuming this Agreement constitutes a valid and binding obligation of the Company, is enforceable against such Stockholder in accordance with its terms, (d) neither the execution, delivery or performance of this Agreement by such Stockholder constitutes a breach or violation of or conflicts with its certificate of incorporation or by-laws (or similar governing documents) or any material agreement to which such Stockholder is a party and (e) none of such material agreements would impair in any material respect the ability of such Stockholder to perform its obligations hereunder. -9-

ARTICLE V DEFINITIONS For purposes of this Agreement, the following terms shall have the following meanings: SECTION 5.01. "AFFILIATE" shall have the meaning set forth in Rule 12b-2 under the Exchange Act (as in effect on the date of this Agreement). For purposes of this definition, (i) Matsushita Electric Industrial Co., Ltd. ("MEI") shall not be considered an Affiliate of Universal or any Subsidiary of Universal so long as MEI does not materially increase its influence over Universal following the Closing Date, (ii) natural persons shall not be deemed to be Affiliates of each other, (iii) none of the Company, Mr. Diller, Liberty or any of their respective Affiliates shall be deemed to be an Affiliate of the VU Parties or their Affiliates, (iv) none of Mr. Diller, Liberty, the VU Parties or any of their respective Affiliates shall be deemed to be an Affiliate of the Company or its Affiliates, (v) none of the Company, the VU Parties, Liberty or any of their respective Affiliates shall be deemed to be an Affiliate of Mr. Diller or his Affiliates, and (vi) none of the Company, Mr. Diller, the VU Parties or any of their respective Affiliates shall be deemed to be an Affiliate of Liberty or its Affiliates. SECTION 5.02. "AMENDED AND RESTATED STOCKHOLDERS AGREEMENT" shall mean the stockholders agreement dated as of the date hereof among Liberty, VU, Universal and Mr. Diller. SECTION 5.03. "ASSUMPTIONS" shall have the meaning set forth in the definition of Total Equity Securities. SECTION 5.04. "BDTV ENTITIES" shall have the meaning specified in the Amended and Restated Stockholders Agreement. SECTION 5.05. "BENEFICIAL OWNERSHIP" or "BENEFICIALLY OWN" shall have the meaning given such term in Rule 13d-3 under the Exchange Act and a Person's Berneficial Ownership of Company Common Shares shall be calculated in accordance with the provisions of such Rule; PROVIDED, HOWEVER, that for purposes of Beneficial Ownership, (a) a Person shall be deemed to be the Beneficial Owner of any Equity Securities (including any Exchange Shares) which may be acquired by such Person (disregarding any legal impediments to such Beneficial Ownership), whether within 60 days or thereafter, upon the conversion, exchange or exercise of any warrants, options (which options held by Mr. Diller shall be deemed to be exercisable), rights or other securities issued by the Company or any Subsidiary thereof, (b) no Person shall be deemed to Beneficially Own any Equity Securities solely as a result of such Person's execution of this Agreement (including by virtue of holding a proxy with respect to any Equity Securities), the Transaction Agreement or the Amended and Restated Stockholders Agreement, or with respect to which such Person does not have a pecuniary interest, and (c) Liberty shall be deemed to be the Beneficial Owner of the proportionate number of Company Common Shares represented by Liberty's equity interest in a BDTV Entity (as defined in the Amended and Restated Stockholders Agreement); PROVIDED, FURTHER, that for purposes of calculating Beneficial Ownership, the number of outstanding Company Common Shares shall be deemed to include the number of Company Common Shares that would be outstanding if all Exchange Shares were issued. -10-

SECTION 5.06. "CEO" shall mean the Chief Executive Officer of the Company or any successor entity. SECTION 5.07. "CEO TERMINATION DATE" shall have the meaning specified in Section 1.01 of this Agreement. SECTION 5.08. "COMMISSION" shall mean the Securities and Exchange Commission. SECTION 5.09. "COMPANY COMMON SHARES" shall mean shares of Company Common Stock and Company Class B Stock. SECTION 5.10. "COMPANY CLASS B STOCK" shall mean class B common stock, $.01 par value per share, of the Company. SECTION 5.11. "COMPANY COMMON STOCK" shall mean common stock, $.01 par value per share, of the Company. SECTION 5.12. "CONSENTING PARTY" shall have the meaning set forth in Section 2.03 of this Agreement. SECTION 5.13. "DEMAND REGISTRATION" shall have the meaning set forth in Section 6.07(b) of this Agreement. SECTION 5.14. "DISABLED" shall mean the disability of Mr. Diller after the expiration of more than 180 consecutive days after its commencement which is determined to be total and permanent by a physician selected by Liberty (or, if (i) the Liberty Termination date has occurred, and (ii) the VU Parties own 10% or more of the Total Equity Securities, VU) and reasonably acceptable to Mr. Diller, provided that Mr. Diller shall be deemed to be disabled only following the expiration of 90 days following receipt of a written notice from the Company and such physician specifying that a disability has occurred if within such 90-day period he fails to return to managing the business affairs of the Company. Total disability shall mean mental or physical incapacity that prevents Mr. Diller from managing the business affairs of the Company. SECTION 5.15. "EBITDA" shall mean, for any period, for the Company and its Subsidiaries, on a combined consolidated basis: net income plus (to the extent reflected in the determination of net income) (i) provision for income taxes, (ii) minority interest, (iii) interest income and expense, (iv) depreciation and amortization, (v) amortization of cable distribution fees, and (vi) amortization of non-cash distribution and marketing expense and non-cash compensation expense. SECTION 5.16. "EQUITY SECURITIES" shall mean the equity securities of the Company calculated on a Company Common Stock equivalent basis, including the Company Common Shares, Exchange Shares and those shares issuable upon exercise, conversion or redemption of other securities of the Company not otherwise included in this definition. SECTION 5.17. "EXCHANGE ACT" shall mean the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission promulgated thereunder. -11-

SECTION 5.18. "EXCHANGE SHARES" shall mean the Silver King Exchange Shares as defined in the Liberty Exchange Agreement. SECTION 5.19. "EXCLUDED ISSUANCE" shall mean any issuance of Company Common Stock (i) in a Sale Transaction, or (ii) which is "restricted stock" or the ownership of which is otherwise subject to forfeiture ("RESTRICTED STOCK"), provided that for purposes of this definition any stock covered by the provisions of clause (ii) shall be deemed to have been issued on the date (the "LAPSE DATE") the restrictions on such stock lapse or on which the stock is no longer subject to forfeiture. SECTION 5.20. "FAIR MARKET VALUE" for a security publicly traded in the over-the-counter market (on either NASDAQ-NMS or NASDAQ) or on a recognized exchange shall be the average closing price of such security for the three trading days ending on the applicable day (or, if such day is not a trading day, the trading day immediately preceding the applicable day), and for all other securities or property "Fair Market Value" shall be determined, by a nationally recognized investment banking firm which has not been engaged by the Company or Liberty or their respective Affiliates for the prior three years, selected by (i) the Company and (ii) Liberty; provided that, if the Company and Liberty cannot agree on such an investment banking firm within 10 business days, such investment banking firm shall be selected by a panel designated in accordance with the rules of the American Arbitration Association. The fees, costs and expenses of the American Arbitration Association and the investment banking firm so selected shall be borne equally by the Company and Liberty. SECTION 5.21. "ISSUE PRICE" shall mean the price per share equal to (i) in connection with an underwritten offering of Company Common Shares, the initial price at which the stock is offered to the public or other investors, (ii) in connection with other sales of Company Common Shares for cash, the cash price paid for such stock, (iii) in connection with the deemed issuances of Restricted Stock, the Fair Market Value of the stock on the Lapse Date (as defined in the definition of "Excluded Issuance" above), (iv) in connection with the issuance of Company Common Shares as consideration in an acquisition by the Company, the average of the Fair Market Value of the stock for the five trading days ending on the third trading day immediately preceding (a) the date upon which definitive agreements with respect to such acquisition were entered into if the number of Company Common Shares issuable in such transaction is fixed on that date, or (b) such later date on which the consideration, or remaining portion thereof, issuable in such transaction becomes fixed, (v) in connection with a compensatory issuance of shares of Company Common Stock, the Fair Market Value of the Company Common Stock, and (vi) in all other cases, including, without limitation, in connection with the issuance of Company Common Shares pursuant to an option, warrant or convertible security (other than in connection with the conversion of the HSN Convertible Debt, in which case the Issue Price shall be $10 per share, or in connection with issuances described in clause (v) above), the Fair Market Value of the Company Common Shares on the date of issuance. SECTION 5.22. "LIBERTY DIRECTOR" shall mean (a) any executive officer or director of Liberty designated by Liberty to serve on the Company's Board of Directors, provided that the Company's Board of Directors is not unable, in the exercise of its fiduciary responsibilities, to recommend that the Company's stockholders elect such individual to serve on the Company's -12-

Board of Directors, or (b) any other Person designated by Liberty who is reasonably acceptable to the Company. SECTION 5.23. "LIBERTY EXCHANGE AGREEMENT" shall mean the Exchange Agreement dated as of December 20, 1996, by and between the Company and Liberty HSN, Inc. SECTION 5.24. "LIBERTY HOLDCO" shall mean any holding company wholly owned by Liberty and reasonably acceptable to the Company, formed solely for the purpose of acquiring and holding an equity interest in the Company. SECTION 5.25. "OWNERSHIP PERCENTAGE" means, with respect to any Stockholder, at any time, the ratio, expressed as a percentage, of (i) the Equity Securities Beneficially Owned by such Stockholder (disregarding any legal impediments to such Beneficial Ownership) and its Affiliates to (ii) the sum of (x) the Total Equity Securities and (y) with respect to such Stockholder, any Company Common Shares included in clause (i) that are issuable upon conversion, exchange or exercise of Equity Securities that are not included in clause (x). SECTION 5.26. "PERMITTED OWNERSHIP PERCENTAGE" shall have the meaning set forth in Section 1.01. SECTION 5.27. "PERMITTED TRANSFEREE" shall mean Liberty or Mr. Diller and the members of their respective Stockholder Groups. SECTION 5.28. "PERSON" shall mean any individual, partnership, joint venture, corporation, trust, unincorporated organization, government or department or agency of a government. SECTION 5.29. "SALE TRANSACTION" shall mean the consummation of a merger, consolidation or amalgamation between the Company and another entity (other than an Affiliate of the Company) in which the Company is acquired by such other entity or a Person who controls such entity, or a sale of all or substantially all of the assets of the Company to another entity, other than a subsidiary of the Company. SECTION 5.30. "SECURITIES ACT" shall mean the Securities Act of 1933, as amended, and the rules and regulations of the Commission promulgated thereunder. SECTION 5.31. "SHARES" shall have the meaning set forth in the preambles to this Agreement. SECTION 5.32. "STOCKHOLDERS" shall mean the VU Parties, Liberty and Mr. Diller. SECTION 5.33. "STOCKHOLDERS GROUP" shall mean (a) in respect of Universal and VU, the Universal Stockholders Group (as defined in the Amended and Restated Stockholders Agreement), (b) in respect of Liberty, the Liberty Stockholders Group (as defined in the Amended and Restated Stockholders Agreement) and (c) in respect of Mr. Diller, the Mr. Diller Stockholders Group (as defined in the Amended and Restated Stockholders Agreement). -13-

SECTION 5.34. "SUBSIDIARY" shall mean, as to any Person, any corporation or other entity at least a majority of the shares of stock or other ownership interests of which having general voting power under ordinary circumstances to elect a majority of the Board of Directors or similar governing body of such corporation or other entity (irrespective of whether or not at the time stock of any other class or classes shall have or might have voting power by reason of the happening of any contingency) is, at the time as of which the determination is being made, owned by such Person, or one or more of its Subsidiaries or by such Person and one or more of its Subsidiaries. SECTION 5.35. "THIRD PARTY TRANSFEREE" shall have the meaning ascribed to such term in the Amended and Restated Stockholders Agreement. SECTION 5.36. "13D GROUP" shall mean any group of Persons acquiring, holding, voting or disposing of Voting Securities which would be required under Section 13(d) of the Exchange Act and the rules and regulations thereunder (as in effect, and based on legal interpretations thereof existing, on the date hereof) to file a statement on Schedule 13D with the Commission as a "person" within the meaning of Section 13(d)(3) of the Exchange Act if such group Beneficially Owned Voting Securities representing more than 5% of any class of Voting Securities then outstanding. SECTION 5.37. "TOTAL DEBT" shall mean all obligations of the Company and its Subsidiaries for money borrowed, at such time (including all long-term senior and subordinated indebtedness, all short-term indebtedness, the stated amount of all letters of credit issued for the account of the Company or any of its Subsidiaries and (without duplication) all unreimbursed draws thereunder (but excluding trade letters of credit)), net of cash (other than working capital) or cash equivalent securities, as shown on the consolidated quarterly or annual financial statements, including the notes thereto, of the Company and its Subsidiaries included in the Company's filings under the Exchange Act for such period, determined in accordance with GAAP, provided, however, that Total Debt shall not include hedging, pledging, securitization or similar transactions involving securities owned by the Company or its Subsidiaries to monetize the underlying securities, to the extent such securities are the sole means of satisfying such obligations and otherwise the fair value thereof. SECTION 5.38. "TOTAL DEBT RATIO" shall mean, at any time, the ratio of (i) Total Debt of the Company and its Subsidiaries on a combined consolidated basis as of such time to (ii) EBITDA for the four fiscal quarter period ending as of the last day of the most recently ended fiscal quarter as of such time. SECTION 5.39. "TOTAL EQUITY SECURITIES" at any time shall mean, subject to the next sentence, the total number of the Company's outstanding equity securities calculated on a Company Common Stock equivalent basis (assuming (the "ASSUMPTIONS") that all Exchange Shares have been issued). Any Equity Securities Beneficially Owned by a Person that are not outstanding Voting Securities but that, upon exercise, conversion or exchange, would become Voting Securities (other than the Exchange Shares, which shall be deemed to be outstanding Equity Securities for all purposes), shall be deemed to be outstanding for the purpose of computing Total Equity Securities and the percentage of the Equity Securities owned by such -14-

Person but shall not be deemed to be outstanding for the purpose of computing Total Equity Securities and the percentage of the Equity Securities owned by any other Person. SECTION 5.40. "TRANSFER" shall mean, directly or indirectly, to sell, transfer, assign, pledge, encumber, hypothecate or similarly dispose of, either voluntarily or involuntarily, or to enter into any contract, option or other arrangement or understanding with respect to the sale, transfer, assignment, pledge, encumbrance, hypothecation or similar disposition of, any Company Common Shares Beneficially Owned by such Stockholder or any interest in any Company Common Shares Beneficially Owned by such Stockholder, PROVIDED, HOWEVER, that, a merger or consolidation in which a Stockholder is a constituent corporation shall not be deemed to be the Transfer of any Company Common Shares Beneficially Owned by such Stockholder (PROVIDED, that a significant purpose of any such transaction is not to avoid the provisions of this Agreement). For purposes of this Agreement, the conversion of Company Class B Stock into Company Common Stock shall not be deemed to be a Transfer. SECTION 5.41. "VU DIRECTOR" shall mean (a) any executive officer or director of VU designated by VU to serve on the Company's Board of Directors, provided that the Company's Board of Directors is not unable, in the exercise of its fiduciary responsibilities to the Company's stockholders, to recommend that the Company's stockholders elect such individual to serve on the Company's Board of Directors, or (b) any other Person designated by VU who is reasonably acceptable to the Company. SECTION 5.42. "VOTING SECURITIES" shall mean at any particular time the shares of any class of capital stock of the Company which are then entitled to vote generally in the election of directors. ARTICLE VI MISCELLANEOUS SECTION 6.01. NOTICES. All notices, requests and other communications to any party hereunder shall be in writing (including telecopy) and shall be given, if to Vivendi Universal, S.A. or Universal Studios, Inc., to: Vivendi Universal, S.A. 375 Park Avenue New York, New York 10152 Attention: Jean-Laurent Nabet George Bushnell III Facsimile: (212) 572-7188 -15-

with a copy to: Universal Studios, Inc. 100 Universal City Plaza Universal City, California 91608 Attention: Karen Randall Facsimile: (818) 866-3444 with a copy to: Cravath, Swaine & Moore Worldwide Plaza 825 Eighth Avenue New York, New York 10019 Attention: Faiza J. Saeed Facsimile: (212) 474-3700 if to Liberty Media Corporation, to: Liberty Media Corporation 12300 Liberty Boulevard Englewood, Colorado 80112 Attention: General Counsel Facsimile: (720) 875-5382 with a copy to: Baker Botts L.L.P. 599 Lexington Avenue New York, New York 10022 Attention: Frederick H. McGrath Facsimile: (212) 705-5125 if to Mr. Diller, to: Barry Diller Chairman and Chief Executive Officer USA Networks, Inc. Carnegie Hall Tower 152 W. 57th Street New York, New York 10019 Facsimile: (212) 314-7339 -16-

with a copy to: USA Networks, Inc. Carnegie Hall Tower 152 W. 57th Street New York, New York 10019 Attention: General Counsel Facsimile: (212) 314-7329 with a copy to: Wachtell, Lipton, Rosen & Katz 51 West 52nd Street New York, New York 10019 Attention: Pamela S. Seymon Andrew J. Nussbaum Facsimile: (212) 403-2000 if to the Company, to: USA Networks, Inc. Carnegie Hall Tower 152 W. 57th Street New York, New York 10019 Attention: General Counsel Facsimile: (212) 314-7329 with a copy to: Wachtell, Lipton, Rosen & Katz 51 West 52nd Street New York, New York 10019 Attention: Pamela S. Seymon Andrew J. Nussbaum Telephone: (212) 403-1000 Facsimile: (212) 403-2000 or such address or facsimile number as such party may hereafter specify for the purpose by notice to the other parties hereto. Each such notice, request or other communication shall be effective when delivered personally, telegraphed, or telecopied, or, if mailed, five business days after the date of the mailing. SECTION 6.02. AMENDMENTS; NO WAIVERS. (a) Any provision of this Agreement may be amended or waived if, and only if, such amendment or waiver is in writing and signed, in the case of an amendment, by the party whose rights or obligations hereunder are affected by such amendment, or in the case of a waiver, by the party or parties against whom the waiver is to be effective. Approval by the VU Parties of any amendment to this Agreement (or any waiver of -17-

any provision hereof) shall be required only if it relates to Article I, Section 2.01 (as applied to the VU Parties), Article VI, or if such amendment or waiver would adversely affect any rights of, or impose any obligations on, the VU Parties provided hereunder or under the Amended and Restated Stockholders Agreement. Any amendment or waiver by the Company shall be authorized by a majority of the Board of Directors (excluding for this purpose any director who is a VU Director or Liberty Director as provided for in this Agreement). (b) No failure or delay by any party in exercising any right, power or privilege hereunder shall operate as a waiver thereof nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any other right, power or privilege. The rights and remedies herein provided shall be cumulative and not exclusive of any rights or remedies provided by law. SECTION 6.03. SUCCESSORS AND ASSIGNS. Except as provided in Section 1.04, neither this Agreement nor any of the rights or obligations under this Agreement shall be assigned, in whole or in part (except by operation of law pursuant to a merger of VU or Liberty with another Person a significant purpose of which is not to avoid the provisions of this Agreement), by any party without the prior written consent of the other parties hereto. Subject to the foregoing, the provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns. SECTION 6.04. GOVERNING LAW; CONSENT TO JURISDICTION. This Agreement shall be construed in accordance with and governed by the internal laws of the State of Delaware, without giving effect to the principles of conflicts of laws. Each of the parties hereto hereby irrevocably and unconditionally consents to submit to the non-exclusive jurisdiction of the courts of the State of Delaware, for any action, proceeding or investigation in any court or before any governmental authority ("LITIGATION") arising out of or relating to this Agreement and the transactions contemplated hereby and further agrees that service of any process, summons, notice or document by U.S. mail to its respective address set forth in this Agreement shall be effective service of process for any Litigation brought against it in any such court. Each of the parties hereto hereby irrevocably and unconditionally waives any objection to the laying of venue of any Litigation arising out of this Agreement or the transactions contemplated hereby in the courts of the State of Delaware, and hereby further irrevocably and unconditionally waives and agrees not to plead or claim in any such court that any such Litigation brought in any such court has been brought in an inconvenient forum. Each of the parties irrevocably and unconditionally waives, to the fullest extent permitted by applicable law, any and all rights to trial by jury in connection with any Litigation arising out of or relating to this Agreement or the transactions contemplated hereby. SECTION 6.05. COUNTERPARTS; EFFECTIVENESS. This Agreement may be signed in any number of counterparts, each of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument. This Agreement shall become effective upon the Closing, at which time this Agreement shall supersede in all respects the 1997 Governance Agreement. SECTION 6.06. SPECIFIC PERFORMANCE. The Company, Mr. Diller, Universal, VU and Liberty each acknowledges and agrees that the parties' respective remedies at law for a -18-

breach or threatened breach of any of the provisions of this Agreement would be inadequate and, in recognition of that fact, agrees that, in the event of a breach or threatened breach by the Company, Universal, VU or Liberty of the provisions of this Agreement, in addition to any remedies at law, Mr. Diller, Universal, VU, Liberty and the Company, respectively, without posting any bond shall be entitled to obtain equitable relief in the form of specific performance, a temporary restraining order, a temporary or permanent injunction or any other equitable remedy which may then be available. SECTION 6.07. REGISTRATION RIGHTS. (a) The VU Parties, Liberty and Mr. Diller shall be entitled to customary registration rights relating to Company Common Stock (and with respect to the VU Parties, the Warrants) owned by them as of the Closing or acquired from the Company (including upon the exercise of the Warrants) in the future (including the ability to transfer registration rights in connection with the sale or other disposition of Company Common Stock as set forth in this Agreement). In the case of the VU Parties, references in this Section 6.07 to Company Common Stock shall be deemed to include the Warrants. (b) If requested by a Stockholder, the Company shall be required promptly to cause the Company Common Stock owned by such Stockholder or its Affiliates to be registered under the Securities Act in order to permit such Stockholder or such Affiliate to sell such shares in one or more (but not more than (i) in the case of the VU Parties, four, (ii) in the case of Liberty, four and (iii) in the case of Mr. Diller, three) registered public offerings (each, a "DEMAND REGISTRATION"). Each Stockholder shall also be entitled to customary piggyback registration rights. If the amount of shares sought to be registered by a Stockholder and its Affiliates pursuant to any Demand Registration is reduced by more than 25% pursuant to any underwriters' cutback, then such Stockholder may elect to request the Company to withdraw such registration, in which case, such registration shall not count as one of such Stockholder's Demand Registrations. If a Stockholder requests that any Demand Registration be an underwritten offering, then such Stockholder shall select the underwriter(s) to administer the offering, provided that such underwriter(s) shall be reasonably satisfactory to the Company. If a Demand Registration is an underwritten offering and the managing underwriter advises the Stockholder initiating the Demand Registration in writing that in its opinion the total number or dollar amount of securities proposed to be sold in such offering is such as to materially and adversely affect the success of such offering, then the Company will include in such registration, first, the securities of the initiating Stockholder, and, thereafter, any securities to be sold for the account of others who are participating in such registration (as determined on a fair and equitable basis by the Company). In connection with any Demand Registration or inclusion of a Stockholder's or its Affiliate's shares in a piggyback registration, the Company, such Stockholder and/or its Affiliates shall enter into an agreement containing terms (including representations, covenants and indemnities by the Company and such Stockholder), and shall be subject to limitations, conditions, and blackout periods, customary for a secondary offering by a selling stockholder. The costs of the registration (other than underwriting discounts, fees and commissions) shall be paid by the Company. The Company shall not be required to register such shares if a Stockholder would be permitted to sell the Company Common Stock in the quantities proposed to be sold at such time in one transaction under Rule 144 of the Securities Act or under another comparable exemption therefrom. -19-

(c) If the Company and a Stockholder cannot agree as to what constitutes customary terms within ten days of such Stockholder's request for registration (whether in a Demand Registration or a piggyback registration), then such determination shall be made by a law firm of national reputation mutually acceptable to the Company and such Stockholder. SECTION 6.08. TERMINATION. Except as otherwise provided in this Agreement, this Agreement shall terminate (a) as to the VU Parties, at such time that the VU Parties Beneficially Own Equity Securities representing less than 5% of the Total Equity Securities, (b) as to Liberty, at such time that Liberty Beneficially Owns Equity Securities representing less than 5% of the Total Equity Securities and (c) as to Mr. Diller, at such time that the CEO Termination Date has occurred or at such time as he becomes Disabled. In respect of "Contingent Matters," such provisions shall terminate as to Mr. Diller and Liberty as set forth therein. SECTION 6.09. SEVERABILITY. If any term, provision, covenant or restriction of this Agreement is held by a court of competent jurisdiction to be invalid, void or unenforceable, the remainder of the terms, provisions, covenants and restrictions of this Agreement shall remain in full force and effect and shall in no way be affected, impaired or invalidated, provided that the parties hereto shall negotiate in good faith to attempt to place the parties in the same position as they would have been in had such provision not been held to be invalid, void or unenforceable. SECTION 6.10. COOPERATION. Each of Universal, VU, Liberty and Mr. Diller covenants and agrees with the other to use its reasonable best efforts to cause the Company to fulfill the Company's obligations under this Agreement. SECTION 6.11. ADJUSTMENT OF SHARE NUMBERS. If, after the date of this Agreement, there is a subdivision, split, stock dividend, combination, reclassification or similar event with respect to any of the shares of capital stock referred to in this Agreement, then, in any such event, the numbers and types of shares of such capital stock referred to in this Agreement shall be adjusted to the number and types of shares of such capital stock that a holder of such number of shares of such capital stock would own or be entitled to receive as a result of such event if such holder had held such number of shares immediately prior to the record date for, or effectiveness of, such event. SECTION 6.12. ENTIRE AGREEMENT. Except as otherwise expressly set forth herein, this Agreement, the Amended and Restated Stockholders Agreement, the Liberty Exchange Agreement, the Transaction Agreement and each of the other agreements contemplated by the Transaction Agreement embody the complete agreement and understanding among the parties hereto with respect to the subject matter hereof and supersede and preempt any prior understandings, agreements or representations by or among the parties, written or oral, that may have related to the subject matter hereof in any way (including, without limitation, effective upon the Closing, all stockholders agreements relating to the Company (other than the Amended and Restated Stockholders Agreement) between Liberty and Mr. Diller). Without limiting the generality of the foregoing, to the extent that any of the terms hereof are inconsistent with the rights or obligations of any party under any other agreement with any other party, the terms of this Agreement shall govern. -20-

SECTION 6.13. INTERPRETATION. References in this Agreement to Articles and Sections shall be deemed to be references to Articles and Sections of this Agreement unless the context shall otherwise require. The words "include," "includes" and "including" shall be deemed to be followed by the phrase "without limitation." The words "hereof," "herein" and "hereunder" and words of similar import when used in this Agreement shall refer to this Agreement as a whole and not to any particular provision of such agreement or instrument. SECTION 6.14. HEADINGS. The titles of Articles and Sections of this Agreement are for convenience only and shall not be interpreted to limit or otherwise affect the provisions of this Agreement. -21-

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed as of the day and year first above written. USA NETWORKS, INC. By: /s/ Julius Genachowski ------------------------------------ Name: Julius Genachowski Title: Senior Vice President VIVENDI UNIVERSAL, S.A. By: /s/ Jean-Marie Messier ----------------------------------- Name: Jean-Marie Messier Title: Chairman and CEO UNIVERSAL STUDIOS, INC. By: /s/ Guillaume Hannezo ----------------------------------- Name: Guillaume Hannezo Title: Special power of attorney LIBERTY MEDIA CORPORATION By: /s/ Robert R. Bennett ----------------------------------- Name: Robert R. Bennett Title: President and CEO /s/ Barry Diller --------------------------------------- Barry Diller -22-

                                                                    EXHIBIT 47


==============================================================================




                              AMENDED AND RESTATED

                             STOCKHOLDERS AGREEMENT

                                      AMONG

                            UNIVERSAL STUDIOS, INC.,

                           LIBERTY MEDIA CORPORATION,

                                  BARRY DILLER

                                       AND

                             VIVENDI UNIVERSAL, S.A.

                          DATED AS OF DECEMBER 16, 2001



==============================================================================



TABLE OF CONTENTS PAGE ARTICLE I DEFINITIONS SECTION 1.1 Certain Defined Terms.........................................1 SECTION 1.2 Other Defined Terms...........................................7 SECTION 1.3 Other Definitional Provisions.................................8 ARTICLE II STANDSTILL SECTION 2.1 Diller Standstill with Vivendi................................8 ARTICLE III CORPORATE GOVERNANCE SECTION 3.1 Voting on Certain Matters....................................10 SECTION 3.2 Restrictions on Other Agreements.............................11 SECTION 3.3 Irrevocable Proxy of Universal...............................12 SECTION 3.4 Irrevocable Proxy of Liberty.................................12 SECTION 3.5 Cooperation..................................................13 ARTICLE IV TRANSFER OF COMMON SHARES SECTION 4.1 Restrictions on Transfer by Liberty and Diller...............13 SECTION 4.2 Tag-Along for Diller and Liberty for Transfers by the Other..14 SECTION 4.3 Right of First Refusal of Diller on Transfers by Universal...16 SECTION 4.4 Right of First Refusal between Liberty and Diller............18 SECTION 4.5 Right of First Refusal of Liberty............................21 SECTION 4.6 Transfers of Class B Shares..................................21 SECTION 4.7 Transferees..................................................22 SECTION 4.8 Notice of Transfer...........................................23 SECTION 4.9 Compliance with Transfer Provisions..........................23 ARTICLE V BDTV ENTITY ARRANGEMENTS SECTION 5.1 Management...................................................24

SECTION 5.2 Treatment of Exchange Shares.................................23 SECTION 5.3 Changes to BDTV Structures...................................24 SECTION 5.4 Transfers of BDTV Interests..................................24 ARTICLE VI MISCELLANEOUS SECTION 6.1 Conflicting Agreements.......................................24 SECTION 6.2 Duration of Agreement........................................24 SECTION 6.3 Further Assurances...........................................25 SECTION 6.4 Amendment and Waiver.........................................25 SECTION 6.5 Severability.................................................25 SECTION 6.6 Effective Date...............................................26 SECTION 6.7 Entire Agreement.............................................26 SECTION 6.8 Successors and Assigns.......................................26 SECTION 6.9 Counterparts.................................................26 SECTION 6.10 Liabilities Under Federal Securities Laws....................26 SECTION 6.11 Remedies.....................................................26 SECTION 6.12 Notices......................................................27 SECTION 6.13 Adjustment of Share Numbers..................................28 SECTION 6.14 Governing Law; Consent to Jurisdiction.......................28 SECTION 6.15 Interpretation...............................................29 ii

AMENDED AND RESTATED STOCKHOLDERS AGREEMENT, dated as of December 16, 2001, among Universal Studios, Inc., a Delaware corporation ("UNIVERSAL"), for itself and on behalf of the members of the Vivendi Stockholders Group, Liberty Media Corporation, a Delaware corporation ("LIBERTY"), for itself and on behalf of the members of the Liberty Stockholders Group, Mr. Barry Diller ("DILLER"), for himself and on behalf of the members of the Diller Stockholders Group, and Vivendi Universal, S.A., a SOCIETE ANONYME organized under the laws of France ("VIVENDI"). WHEREAS, USA Networks, Inc., a Delaware corporation (the "COMPANY"), Universal, Liberty, Diller, Vivendi and USANi LLC, a Delaware limited liability company ("USANI"), have entered into a Transaction Agreement, dated as of December 16, 2001 (the "TRANSACTION AGREEMENT"), pursuant to which, among other things, (i) each of Universal and the Company will contribute certain businesses to a limited liability limited partnership (the "PARTNERSHIP") in exchange for interests in the Partnership, and (ii) each of Universal, Vivendi and Diller shall enter into a limited liability limited partnership agreement (the "PARTNERSHIP AGREEMENT") under which a wholly owned subsidiary of Universal will be the general partner and each of the Company, USANi Sub LLC, a Delaware limited liability company and a wholly owned subsidiary of USANi ("USANI SUB"), and Diller will be limited partners (collectively, the "TRANSACTIONS"); WHEREAS, the parties hereto have agreed that Universal, Liberty, Diller and Vivendi shall enter into this Agreement in order to amend and restate in its entirety the respective rights and obligations of the parties set forth in the Stockholders Agreement, dated as of October 19, 1997 (the "1997 STOCKHOLDERS AGREEMENT"); and WHEREAS, the parties hereto desire to enter into the arrangements provided for herein to be effective as of the Closing, except that the agreements in Section 3.1(d) shall be effective as of the date hereof. NOW, THEREFORE, in consideration of the premises and of the mutual covenants and obligations hereinafter set forth, the parties hereto hereby agree as follows: ARTICLE I DEFINITIONS SECTION 1.1. CERTAIN DEFINED TERMS. As used herein, the following terms shall have the following meanings: "AFFILIATE" means, with respect to any Person, any other Person that directly, or indirectly through one or more intermediaries, controls, is controlled by or is under common control with, such specified Person, for so long as such Person remains so associated to the specified Person. For purposes of this definition, natural persons shall not be deemed to be Affiliates of each other, and none of Liberty, Universal, Diller or the Company shall be deemed to be Affiliates of any of the others. For purposes of this definition, Matshushita Electric Industrial Co., Ltd. ("MEI") shall not be considered an Affiliate of Universal or any Subsidiary of Universal so long as MEI

does not materially increase its influence over Universal or any such Subsidiary following the date hereof. "AGREEMENT" means this Amended and Restated Stockholders Agreement as it may be amended, supplemented, restated or modified from time to time. "BDTV I" means BDTV, Inc., a Delaware corporation. "BDTV II" means BDTV II, Inc., a Delaware corporation. "BDTV III" means BDTV III, Inc., a Delaware corporation. "BDTV IV" means BDTV IV, Inc., a Delaware corporation. "BDTV ENTITIES" means, collectively, the BDTV Limited Entities and the BDTV Unrestricted Entities. "BDTV LIMITED ENTITIES" means, collectively, BDTV I and BDTV II. "BDTV UNRESTRICTED ENTITIES" means BDTV III, BDTV IV and each other BDTV Entity that may be formed subsequent to the date hereof; PROVIDED that each of Liberty and Diller acknowledges and agrees that any corporation, partnership, limited liability company or other business association hereafter formed by Diller and Liberty to hold Common Shares will be a BDTV Unrestricted Entity and will be a corporation, partnership, limited liability company or other business association having a capital structure and governance rights substantially similar to that of BDTV III. "BENEFICIAL OWNER" or "BENEFICIALLY OWN" has the meaning given such term in Rule 13d-3 under the Exchange Act and a Person's beneficial ownership of Common Shares or Voting Securities shall be calculated in accordance with the provisions of such Rule; PROVIDED, HOWEVER, that for purposes of determining beneficial ownership, (i) a Person shall be deemed to be the beneficial owner of any equity (including all Exchange Shares) which may be acquired by such Person (disregarding any legal impediments to such beneficial ownership), whether within 60 days or thereafter, upon the conversion, exchange or exercise of any warrants, options (which options held by Diller shall be deemed to be exercisable), rights or other securities issued by the Company or any Subsidiary thereof, (ii) no Person shall be deemed to beneficially own any equity solely as a result of such Person's execution of this Agreement (including by virtue of holding a proxy with respect to any shares or having a put obligation or call right with respect to any shares) or any other Transaction Document, and (iii) Liberty shall be deemed to be the beneficial owner of the proportionate number of Common Shares represented by Liberty's equity interest in a BDTV Entity, other than for purposes of Articles III and V of this Agreement; PROVIDED, FURTHER, that for purposes of calculating beneficial ownership, the number of outstanding Common Shares of the Company shall be deemed to include the number of Common Shares that would be outstanding if all Exchange Shares were issued. Notwithstanding the foregoing, for purposes of calculating the Minimum Stockholder Amount, a person shall be deemed to be the beneficial owner only of outstanding Common Shares. "BOARD" means the Board of Directors of the Company. -2-

"BUSINESS DAY" shall mean any day that is not a Saturday, a Sunday or other day on which banks are required or authorized by law to be closed in the City of New York. "CAPITAL STOCK" means, with respect to any Person at any time, any and all shares, interests, participations or other equivalents (however designated, whether voting or non-voting) of capital stock, partnership interests (whether general or limited) or equivalent ownership interests in or issued by such Person. "CAUSE" means (i) the conviction of, or pleading guilty to, any felony, or (ii) the willful, continued and complete failure to attend to managing the business affairs of the Company, after written notice of such failure from the Board and reasonable opportunity to cure. "CEO" means the Chief Executive Officer of the Company. "CEO TERMINATION DATE" means the later of (i) such time as Diller no longer serves as CEO and (ii) such time as Diller no longer holds the Liberty Proxy. "CLASS B COMMON STOCK" means the Class B common stock, par value $.01 per share, of the Company and any securities issued in respect thereof, or in substitution therefor, in connection with any stock split, dividend or combination, or any reclassification, recapitalization, merger, consolidation, exchange or other similar reorganization (other than Common Stock). "CLOSING" has the meaning ascribed to such term in the Transaction Agreement. "COMMISSION" means the Securities and Exchange Commission, and any successor commission or agency having similar powers. "COMMON SHARES" means, collectively, the Common Stock and the Class B Common Stock. "COMMON STOCK" means the common stock, par value $.01 per share, of the Company and any securities issued in respect thereof, or in substitution therefor, in connection with any stock split, dividend or combination, or any reclassification, recapitalization, merger, consolidation, exchange or other similar reorganization. "CONTROL" (including the terms "CONTROLLED BY" and "UNDER COMMON CONTROL WITH"), with respect to the relationship between or among two or more Persons, means the possession, directly or indirectly, of the power to direct or cause the direction of the affairs or management of a Person, whether through the ownership of voting securities, as trustee or executor, by contract or otherwise. "CURRENT MARKET VALUE" means, with respect to any security, the average of the daily closing prices on the Nasdaq National Market (or the principal exchange or market on which such security may be listed or may trade) for such security for the 20 consecutive trading days commencing on the 22nd trading day prior to the date as of which the Current Market Value is being determined. The closing price for each day shall be the closing price, if reported, or, if the closing price is not reported, the average of the closing bid and asked prices as reported by the -3-

Nasdaq National Market (or such principal exchange or market) or a similar source selected from time to time by the Company for such purpose. In the event such closing prices are unavailable, the Current Market Value shall be the Fair Market Value of such security established by independent investment banking firms in accordance with the procedures specified in Section 4.3(h). For purposes of this Agreement, the Current Market Value of a share of Class B Common Stock shall be equal to the Current Market Value of a share of Common Stock. "CONTINGENT MATTERS" shall have the meaning ascribed to such term in the Governance Agreement. "DILLER INTEREST PURCHASE PRICE" means the cash amount (or cash value of equity) invested by Diller in a BDTV Entity plus interest, from the date of such contribution to the date of purchase, on such amount at the rate of interest per annum in effect from time to time and publicly announced by The Bank of New York as its prime rate of interest, compounded annually. For purposes of BDTV I, BDTV II, BDTV III and BDTV IV, the cash amount (or cash value of equity) initially invested by Diller is $100 in each such BDTV Entity. "DILLER STOCKHOLDER GROUP" means Diller and Diller's 90% owned and controlled Affiliates. "DIRECTOR" means any member of the Board. "DISABLED" means the disability of Diller after the expiration of more than 180 consecutive days after its commencement which is determined to be total and permanent by a physician selected by Liberty (or if the Liberty Termination Date has occurred, Universal) and reasonably acceptable to Diller; PROVIDED that Diller shall be deemed to be disabled only following the expiration of 90 days following receipt of a written notice from the Company and such physician specifying that a disability has occurred if within such 90-day period he fails to return to managing the business affairs of the Company. A total disability shall mean mental or physical incapacity that prevents Diller from managing the business affairs of the Company. "ELIGIBLE STOCKHOLDER AMOUNT" means, in the case of Diller, the equivalent of 4,400,000 Common Shares and, in the case of Liberty (including, in the case of Liberty, the proportionate number of Common Shares represented by Liberty's equity interest in any BDTV Entity and Common Shares issuable to Liberty or a member of the Liberty Stockholder Group pursuant to the Holder Exchange Agreement), 4,000,000 shares of Common Stock, in each case determined on a fully diluted basis (taking into account, in the case of Diller, all unexercised Options, whether or not then exercisable). "EQUITY" means any and all shares of Capital Stock of the Company, securities of the Company convertible into, or exchangeable for, such shares (including, without limitation, the Exchange Shares), and options, warrants or other rights to acquire such shares. "EXCHANGE ACT" means the Securities Exchange Act of 1934, as amended. "EXCHANGE SHARES" means the Silver King Exchange Shares as defined in the Holder Exchange Agreement. -4-

"FAIR MARKET VALUE" means, as to any securities or other property, the cash price at which a willing seller would sell and a willing buyer would buy such securities or property in an arm's-length negotiated transaction without time constraints. "FCC" means the Federal Communications Commission or its successor. "FCC REGULATIONS" means, as of any date, all federal communications statutes and all rules, regulations, orders, decrees and policies of the FCC as then in effect, and any interpretations or waivers thereof or modifications thereto. "GOVERNANCE AGREEMENT" means the Amended and Restated Governance Agreement, among the Company, Diller, Vivendi, Universal and Liberty, dated as of even date herewith, as it may be amended, supplemented, restated or modified from time to time. "GROUP" shall have the meaning assigned to it in Section 13(d)(3) of the Exchange Act. "HOLDER EXCHANGE AGREEMENT" means the Exchange Agreement, dated as of December 20, 1996, by and between the Company and Liberty HSN. "HSR ACT" means the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended. "INDEPENDENT INVESTMENT BANKING FIRM" means an investment banking firm of nationally recognized standing that is, in the reasonable judgment of the Person engaging such firm, qualified to perform the task for which it has been engaged. "LIBERTY HSN" means Liberty HSN, Inc., a Colorado corporation. "LIBERTY STOCKHOLDER GROUP" means Liberty and those Subsidiaries of Liberty that, from time to time, hold Equity subject to this Agreement. "LIBERTY SURVIVING CLASS B STOCK" means the Surviving Class B Stock (as defined in the Holder Exchange Agreement). "MARKET SALE" means a "brokers' transaction" within the meaning of Section 4(4) of the Securities Act. "MINIMUM STOCKHOLDER AMOUNT" means Common Shares representing at least 50.1% of the outstanding voting power of the outstanding Common Shares. "OPTIONS" means options to acquire capital stock of the Company granted by the Company to Diller and outstanding from time to time. "PERMITTED DESIGNEE" means any Person designated by a Stockholder, who shall be reasonably acceptable to the other Stockholders (other than Universal), to exercise such Stockholder's rights pursuant to Section 4.3 or 4.4. -5-

"PERMITTED TRANSFEREE" means (i) with respect to Liberty, any of its Subsidiaries, (ii) with respect to Universal, Vivendi Company and any Subsidiary of Vivendi Company, and (iii) with respect to Diller, any of his 90% owned and controlled Affiliates. In addition, each of Liberty, Universal and Diller shall each be a Permitted Transferee of its respective Permitted Transferees. "PERSON" means any individual, corporation, limited liability company, limited or general partnership, joint venture, association, joint-stock company, trust, unincorporated organization, government or any agency or political subdivisions thereof or any Group comprised of two or more of the foregoing. "PUBLIC STOCKHOLDERS" means any stockholder of the Company that, together with its Affiliates (a) has sole or shared voting power with respect to Voting Securities representing no more than 10% of the voting power on the applicable vote or (b) has sole or shared power to dispose of Equity representing no more than 10% of the Equity to be tendered or exchanged in any applicable tender or exchange offer, as the case may be. "REFERENCE RATE" means, for any day, a fixed rate per annum equal to the yield, expressed as a percentage per annum, obtained at the official auction of 90-day United States Treasury Bills most recently preceding the date thereof plus 100 basis points. "SECURITIES ACT" means the Securities Act of 1933, as amended. "STOCKHOLDER" means each of Universal, Liberty and Diller. "STOCKHOLDER GROUP" means one or more of the Diller Stockholder Group, the Liberty Stockholder Group and the Vivendi Stockholder Group. For purposes of this Agreement, (i) prior to the time that Liberty acquires Diller's interest in a BDTV Entity, each BDTV Entity shall be deemed to be a member of the Liberty Stockholder Group except as otherwise expressly set forth herein and (ii) a Permitted Designee shall be deemed to be a member of a Stockholder's Stockholder Group (other than for purposes of Section 4.1(a)(x)). "SUBSIDIARY" means, with respect to any Person, any corporation or other entity of which at least a majority of the voting power of the voting equity securities or equity interest is owned, directly or indirectly, by such Person. "THIRD PARTY TRANSFEREE" means any Person to whom a Stockholder (including a Third Party Transferee subject to this Agreement pursuant to Sections 4.7(b) and 4.7(c)) or a Permitted Transferee Transfers Common Shares, other than a Permitted Transferee of such Stockholder or a member of another Stockholder Group. "TRANSACTION DOCUMENTS" means this Agreement, the Transaction Agreement, the Partnership Agreement, the Governance Agreement and any other agreements contemplated by any of the foregoing. "TRANSFER" means, directly or indirectly, to sell, transfer, assign, pledge, encumber, hypothecate or similarly dispose of, either voluntarily or involuntarily, or to enter into any contract, option or other arrangement or understanding with respect to the sale, transfer, assignment, pledge, encumbrance, hypothecation or similar disposition of, any Common Shares -6-

beneficially owned by a Stockholder or any interest in any Common Shares beneficially owned by a Stockholder, PROVIDED, HOWEVER, that a merger or consolidation in which a Stockholder is a constituent corporation shall not be deemed to be the Transfer of any Common Shares beneficially owned by such Stockholder (PROVIDED, that a significant purpose of any such transaction is not to avoid the provisions of this Agreement). For purposes of this Agreement, the conversion of shares of Class B Common Stock into shares of Common Stock shall not be deemed to be a Transfer. "VIVENDI COMPANY" means Vivendi and any of its successors. "VIVENDI STOCKHOLDER GROUP" means Universal, together with the Vivendi Company and any Subsidiary of the Vivendi Company that, from time to time, hold Equity subject to this Agreement. "VOTING SECURITIES" means at any time shares of any class of capital stock of the Company which are then entitled to vote generally in the election of Directors. SECTION 1.2. OTHER DEFINED TERMS. The following terms shall have the meanings defined for such terms in the Sections set forth below: TERM SECTION ---- ------- 1997 Stockholders Agreement................... Recitals Acceptance Notice............................. Section 4.3(d) Appraisal..................................... Section 4.3(h) Company....................................... Recitals Covered Market Sale........................... Section 4.3(a) Diller........................................ Preamble Diller Termination Date....................... Section 6.2(a) Exchange Notice............................... Section 4.6(a) L/D Offer Notice.............................. Section 4.4(b) L/D Offer Price............................... Section 4.4(c) L/D Other Party............................... Section 4.4(b) L/D Transferring Party........................ Section 4.4(a) Liberty....................................... Preamble Liberty Proxy................................. Section 3.4(a) Liberty Proxy Shares.......................... Section 3.4(a) Liberty Termination Date...................... Section 6.2(b) Litigation.................................... Section 6.11 Non-Transferring Stockholder.................. Section 4.6(a) Offer Notice.................................. Section 4.3(b) Offer Price................................... Section 4.3(c) Other Stockholder............................. Section 4.3(b) Partnership................................... Recitals Partnership Agreement......................... Recitals Regulation 14A................................ Section 2.1(a) Restricted Period............................. Section 2.1(a) Tag-Along Notice.............................. Section 4.2(a) -7-

TERM SECTION ---- ------- Tag-Along Sale................................ Section 4.2(a) Tag-Along Shares.............................. Section 4.2(a) Transaction Agreement......................... Recitals Transactions.................................. Preamble Transferring Party............................ Section 4.3(a) Transferring Stockholders..................... Section 4.6(a) Universal..................................... Preamble Universal Proxy............................... Section 3.3(a) Universal Proxy Shares........................ Section 3.3(a) Universal Termination Date.................... Section 6.2(a) USANi Sub..................................... Recitals Vivendi....................................... Preamble SECTION 1.3. OTHER DEFINITIONAL PROVISIONS. (a) The words "hereof", "herein" and "hereunder" and words of similar import when used in this Agreement shall refer to this Agreement as a whole and not to any particular provision of this Agreement, and Article and Section references are to this Agreement unless otherwise specified. (b) The meanings given to terms defined herein shall be equally applicable to both the singular and plural forms of such terms. (c) For purposes of calculating the amount of outstanding Common Shares or Equity as of any date and the number of Common Shares or Equity beneficially owned by any Person as of any date, (i) any Common Shares held in the Company's treasury or owned by any Subsidiaries of the Company shall be disregarded and (ii) all Exchange Shares shall be assumed to have been converted into Common Shares. ARTICLE II STANDSTILL SECTION 2.1. DILLER STANDSTILL WITH VIVENDI. (a) Diller agrees that, prior to the earliest of (i) the fourth anniversary of the Closing Date, (ii) the sale of all or substantially all of the assets of Vivendi and its Subsidiaries to another Person other than a Subsidiary of Vivendi, or (iii) the effective time of any merger or consolidation of Vivendi with or into any other Person, other than a merger or consolidation in which a majority of the shares of the surviving entity are held by the holders of Vivendi's voting securities immediately prior to such effective time (the "RESTRICTED PERIOD"), he and his Affiliates will not, in any manner, whether publicly or otherwise, directly or indirectly, without the prior written consent of Vivendi, unless specifically requested in writing by the CEO of Vivendi or by a resolution of a majority of the board of directors of Vivendi: (i) acquire, agree to acquire or make any proposal to acquire, directly or indirectly, by purchase or otherwise, beneficial ownership of (A) any voting securities if immediately after such acquisition, the voting securities beneficially owned, in the aggregate, by Diller and its Affiliates would exceed five percent (5%) of the outstanding -8-

voting securities of Vivendi or (B) any significant assets of Vivendi, or any of its Subsidiaries (other than assets acquired in the ordinary course of business); PROVIDED, HOWEVER, that this clause shall not be deemed to be violated by the indirect acquisition of voting securities of Vivendi as a result of an acquisition by Diller of another Person that holds such voting securities so long as the voting securities of Vivendi held by such Person do not exceed 1% of such Person's total assets; (ii) propose to enter into, directly or indirectly, any merger, tender offer or other business combination or similar transaction involving Vivendi or any of its Subsidiaries (including a purchase of a material portion of their assets); (iii) make, or in any way participate in, directly or indirectly, any "solicitation" of "proxies" (as such terms are defined in Regulation 14A ("REGULATION 14A") under the Exchange Act but without regard to the exclusion set forth in clause (2)(iv) of the definition of "solicitation") to vote, or seek to advise or influence any Person with respect to the voting of, any securities of Vivendi or any of its Subsidiaries, or become a "participant" in a "solicitation" (as such terms are defined in Regulation 14A but without regard to the exclusion set forth in clause (2)(iv) of the definition of "solicitation") whether or not such solicitation is subject to regulation under Regulation 14A; (iv) grant any proxy with respect to any voting securities of Vivendi (other than to Vivendi, its Affiliates or the CEO of Vivendi); (v) call, or seek to call, a meeting of Vivendi's shareholders or initiate any shareholder proposal for action by shareholders of Vivendi; (vi) bring any action or otherwise act to contest the validity of this Article II or seek a release of the restrictions contained herein; (vii) form, join or in any way participate in a "group" (within the meaning of Section 13(d)(3) of the Exchange Act) with respect to any voting securities of Vivendi or any of its Subsidiaries or deposit any voting securities of Vivendi in a voting trust or subject any voting securities of Vivendi to any arrangement or agreement with respect to the voting of such voting securities or other agreement having similar effect; (viii) otherwise act, alone or in concert with others, to seek to affect or influence the control of the management or the board of directors of Vivendi or the business, operations or policies of Vivendi; (ix) enter into any discussions, negotiations, arrangements, understandings or agreements (whether written or oral) with any other Person (other than Diller's financial advisors, agents, other advisors or representatives) regarding a business combination involving Vivendi, any other purchase of any voting securities involving Vivendi, or significant assets of Vivendi; (x) disclose any intention, plan or arrangement inconsistent with the foregoing; or -9-

(xi) advise or assist any other Person in connection with any of the foregoing. Diller also agrees that, during the Restricted Period, neither he nor anyone acting on his behalf will (x) request Vivendi or any of its directors, officers, employees, agents, advisors or representatives, directly or indirectly, to amend or waive any provision of this Article II (including this sentence) or (y) take any action which might require Vivendi to make a public announcement regarding the possibility of a business combination, merger or extraordinary transaction. (b) Notwithstanding Section 2.1(a), Diller or any of his Affiliates shall be permitted during the Restricted Period to submit a proposal addressed to the board of directors of Vivendi that proposes a merger or other business combination involving Vivendi if (i) Vivendi shall have publicly announced that it has entered into a definitive agreement providing for: (A) any acquisition from Vivendi or from one or more stockholders thereof (by tender or exchange offer or other public offer), or both, more than 50% of the outstanding voting or equity securities of Vivendi, (B) any acquisition of all, or substantially all, the assets of Vivendi and its Subsidiaries or (C) a merger, consolidation, statutory share exchange or similar transaction between or involving Vivendi and another Person (other than a merger or consolidation in which a majority of the voting shares of the surviving entity are held by the holders of Vivendi's voting securities immediately prior to such effective time); or (ii) any Person shall have commenced a tender offer or exchange offer that is likely to result in any Person or group beneficially owning 50% or more of the voting securities of Vivendi; PROVIDED, that in the case of this clause (ii), the right to make a proposal pursuant to this Section 2.1(b) shall cease upon the withdrawal or termination of such unsolicited tender offer or exchange offer or proposal unless Diller or any of his Affiliates shall have submitted a proposal prior to such withdrawal or termination. ARTICLE III CORPORATE GOVERNANCE SECTION 3.1. VOTING ON CERTAIN MATTERS. (a) In the event that Section 2.03 of the Governance Agreement is applicable, in connection with any vote or action by written consent of the stockholders of the Company relating to any matter that constitutes a Contingent Matter, each Stockholder agrees (and agrees to cause each member of its Stockholders Group, if applicable), with respect to any Common Shares with respect to which it or he has the power to vote (whether by proxy, the ownership of voting securities of a BDTV Entity or otherwise) (including all shares held by any BDTV Entity), to vote against (and not act by written consent to approve) such Contingent Matter (including not voting or not executing a written consent with respect to the Common Shares beneficially owned by a BDTV Entity) if Liberty and Diller have not consented to such Contingent Matter in accordance with the provisions of the Governance Agreement and to take or cause to be taken all other reasonable actions required, to the extent permitted by law, to prevent the taking of any action by the Company with respect to a Contingent Matter without the consent of Liberty. (b) Each Stockholder agrees to vote (and cause each member of its or his Stockholder Group to vote, if applicable), or act by written consent with respect to any Common Shares with respect to which it or he has the power to vote (whether by proxy, the ownership of voting -10-

securities of a BDTV Entity or otherwise) (including all shares held by any BDTV Entity) in favor of (i) each of the designees of Universal which Universal has a right to designate pursuant to the Governance Agreement, and (ii) each of the designees of Liberty which Liberty has a right to designate pursuant to the Governance Agreement. (c) Upon the written request of Universal or Liberty, each Stockholder, in such Stockholder's capacity as a stockholder only, agrees to vote (and cause each member of its Stockholders Group to vote, if applicable), or act by written consent with respect to any Common Shares with respect to which it or he has the power to vote (whether by proxy, the ownership of voting securities of a BDTV Entity or otherwise) (including all shares held by any BDTV Entity) and otherwise take or cause to be taken all actions necessary to remove any Director designated by such requesting party and to elect any replacement Director designated by such party as provided in the Governance Agreement. Unless all the Stockholders otherwise agree, no Stockholder or any member of its Stockholders Group shall take any action to cause the removal of any Director designated by Universal or any Director designated by Liberty except (i) in the case of a Director designated by Universal, upon the written request of Universal, and (ii) in the case of a Director designated by Liberty, upon the written request of Liberty. (d) For purposes of Sections 3.1 and 3.4 and Article V of this Agreement as well as the 1997 Stockholders Agreement, each of Liberty, Universal and Diller hereby consents and agrees to the taking of any action by any of Diller, a BDTV Entity, Universal or Liberty, which action is reasonably necessary or appropriate to approve and consummate the transactions pursuant to the Transaction Agreement and the Transaction Documents (and including Diller's arrangements with the Partnership). Neither Diller nor Liberty shall enter into, or permit any material amendment to, or waiver or modification of material rights or obligations under the Transaction Agreement or the Transaction Documents (including by the Company) without the prior written consent of the other Stockholder. The consent granted by the first sentence of this paragraph is intended to be specifically limited by the foregoing sentence. (e) Liberty will not be deemed to be in violation of paragraphs (a), (b) or (c) of this Section 3.1 as a result of any action by Diller (including by a BDTV Entity as a result of an action by Diller) that is not within Liberty's control. SECTION 3.2. RESTRICTIONS ON OTHER AGREEMENTS. No Stockholder or any of its or his Permitted Transferees shall enter into or agree to be bound by any stockholder agreements or arrangements of any kind with any Person with respect to any Equity (including, without limitation, the deposit of any Common Shares in a voting trust or forming, joining or in any way participating in or assisting in the formation of a Group with respect to any Common Shares, other than any such Group consisting exclusively of Liberty, Universal and Diller and any of their respective Affiliates, Permitted Designees and Permitted Transferees) and no Stockholder (other than Universal or Liberty or any of their respective Permitted Transferees) or any of its or his Permitted Transferees shall enter into or agree to be bound by any agreements or arrangements of any kind with any Person to incur indebtedness for purposes of purchasing Equity (other than to exercise Options or to purchase Common Shares pursuant to Section 4.3 or 4.4 of this Agreement), except (i) for such agreements or arrangements as are now in effect or as are contemplated by the Transaction Documents, (ii) in connection with a proposed sale of -11-

BDTV Entity securities or Common Shares otherwise permitted hereunder or (iii) for such agreements or arrangements with a Permitted Designee reasonably acceptable to the other Stockholders and not inconsistent with or for the purpose of evading the terms of this Agreement. SECTION 3.3. IRREVOCABLE PROXY OF UNIVERSAL. (a) (i) Until the earlier of the date that Diller ceases to exercise rights under this Section 3.3 pursuant to Section 6.2(c) or the Universal Termination Date, Diller shall be entitled to exercise voting authority and authority to act by written consent over all shares of Common Stock beneficially owned by each member of the Vivendi Stockholder Group, and (ii) until Diller ceases to exercise rights under this Section 3.3 pursuant to Section 6.2(c), Diller shall be entitled to exercise voting authority to act by written consent over all shares of Class B Common Stock beneficially owned by each member of the Vivendi Stockholder Group (the shares referred to in clauses (i) and (ii), collectively, the "UNIVERSAL PROXY SHARES"), in each case, on all matters submitted to a vote of the Company's stockholders or by which the Company's stockholders may act by written consent pursuant to a conditional proxy (which proxy is irrevocable and coupled with an interest for purposes of Section 212 of the Delaware General Corporation Law) (the "UNIVERSAL PROXY"); PROVIDED, that in the event that Diller is removed by the Board as CEO for any reason other than Cause, Diller shall be deemed to continue to be CEO hereunder and shall be entitled to exercise the Universal Proxy set forth herein until the earlier of (A) such time as he has abandoned efforts to cause his reinstatement as CEO and (B) the next stockholders meeting of the Company at which he had an adequate opportunity to nominate and elect his slate of directors (unless at such stockholders meeting Diller's slate of directors is elected and Diller is promptly thereafter reinstated as CEO). (b) The Universal Proxy shall terminate as provided for in Section 3.3(a) or, if earlier, (i) immediately upon a material breach by Diller of Section 3.1(b)(i) or Section 3.1(c) (as applicable to Universal) or of Article II (which breach is not cured promptly following receipt by Diller of written notice of such breach from Vivendi), (ii) at such time as Diller has been convicted of, or has pleaded guilty to, any felony involving moral turpitude or (iii) at such time as Diller ceases to beneficially own 20,000,000 Common Shares with respect to which he has a pecuniary interest; PROVIDED, in the case of clauses (ii) and (iii) above, that Universal sends notice of such termination to Diller within 30 days after the event giving rise to such termination, in which case the Universal Proxy shall terminate immediately upon the receipt of such notice. (c) Notwithstanding anything to the contrary set forth in this Agreement, the Universal Proxy is personal to Diller and may not be assigned by Diller by operation of law or otherwise and shall not inure to Diller's successors without the prior written consent of Universal. SECTION 3.4. IRREVOCABLE PROXY OF LIBERTY. (a) Subject to paragraphs (b) and (c) below, until the earlier of the date that (x) Diller is no longer CEO or (y) Diller is Disabled, Diller shall be entitled to exercise voting authority and authority to act by written consent over all Common Shares beneficially owned by each member of the Liberty Stockholder Group (the "LIBERTY PROXY SHARES"), on all matters submitted to a vote of the Company's stockholders or by which the Company's stockholders may act by written consent pursuant to a conditional proxy (which proxy is irrevocable and coupled with an interest for purposes of Section 212 of the Delaware General Corporation Law) (the "LIBERTY PROXY"); PROVIDED, that in the event that Diller -12-

is removed by the Board as CEO for any reason other than Cause, Diller shall be deemed to continue to be CEO hereunder and shall be entitled to the Liberty Proxy set forth herein until the earlier of (A) such time as he has abandoned efforts to cause his reinstatement as CEO and (B) the next stockholders meeting of the Company at which he had an adequate opportunity to nominate and elect his slate of directors (unless at such stockholders meeting Diller's slate of directors is elected and Diller is promptly thereafter reinstated as CEO). (d) Notwithstanding the foregoing, the Liberty Proxy shall not be valid with respect to any of the Liberty Proxy Shares in connection with any vote for (or consent to approve) any matter that is a Contingent Matter which Liberty has the right to consent to pursuant to the terms of the Governance Agreement with respect to which Liberty has not consented. (e) The Liberty Proxy shall terminate as provided for in Section 3.4(a) or, if earlier, (i) immediately upon a material breach by Diller of the terms of Section 3.1(a), Section 3.1(b)(ii), Section 3.1(c) (as applicable to Liberty) or Section 3.4(b) of this Agreement, (ii) at such time as Diller has been convicted of, or has pleaded guilty to, any felony involving moral turpitude or (iii) at such time as Diller ceases to beneficially own 20,000,000 Common Shares with respect to which he has a pecuniary interest; PROVIDED, in the case of clauses (ii) and (iii) above, that Liberty sends notice of such termination to Diller within 30 days after receiving notice of the event giving rise to such termination, in which case the Liberty Proxy shall terminate immediately upon the receipt of such notice. (f) Notwithstanding anything to the contrary set forth herein, the Liberty Proxy is personal to Diller and may not be assigned by Diller and shall not inure to Diller's successors without the prior written consent of Liberty. SECTION 3.5. COOPERATION. Each Stockholder shall vote (or act or not act by written consent with respect to) all of its Common Shares (and any Common Shares with respect to which it has the power to vote (whether by proxy or otherwise) and shall, as necessary or desirable, attend all meetings in person or by proxy for purposes of obtaining a quorum, and execute all written consents in lieu of meetings, as applicable, to effectuate the provisions of this Article III. ARTICLE IV. TRANSFER OF COMMON SHARES SECTION 4.1. RESTRICTIONS ON TRANSFER BY LIBERTY AND DILLER. (a) Until the CEO Termination Date or such time as Diller becomes Disabled, subject to the other provisions of this Agreement, neither Liberty nor Diller shall Transfer or otherwise dispose of (including pledges), directly or indirectly, any Common Shares beneficially owned by its Stockholder Group other than (w) Transfers of Common Shares by Diller in order to pay taxes arising from the granting, vesting and/or exercise of the Options, (x) Transfers of Common Shares by Liberty to members of the Liberty Stockholder Group or by Diller to members of the Diller Stockholder Group, (y) a pledge or grant of a security interest in vested Common Shares (other than the pledge of certain Common Shares pursuant to prior arrangements between Diller and the Company) or pledges by a member of the Liberty Stockholder Group of securities of a BDTV Entity that Liberty is -13-

entitled to Transfer under (b)(iii) below in connection with bona fide indebtedness in which the pledgee of the applicable Common Shares (or securities of such BDTV Entity) agrees that, upon any default or exercise of its rights under such pledge or security arrangement, it will offer to sell the pledged Common Shares (or securities of such BDTV Entity) to the non-pledging Stockholder(s) (or its or his designee) for an amount equal to the lesser of the applicable amount of such indebtedness and the fair market value of such pledged Common Shares (or securities of such BDTV Entity), and (z) Transfers of Options or Common Shares to the Company by Diller or his Affiliates in connection with a "cashless" exercise of the Options (including Options granted to Diller on the date hereof or in the future). The restrictions on Transfer by Liberty provided in this Section 4.1 shall be for the sole benefit of Diller and the restrictions on Transfer by Diller provided in this Section 4.1 shall be for the sole benefit of Liberty. (b) Notwithstanding the restrictions contained in subsection (a) above (and in addition to the foregoing exceptions, but subject to the right of first refusal described in Section 4.4 on behalf of Diller (or his designee) with respect to Transfers by members of the Liberty Stockholder Group and to a right of first refusal on behalf of Liberty (or its designee) with respect to Transfers by members of the Diller Stockholder Group (which rights shall be assignable)): (i) either Liberty or Diller may Transfer all or any portion of the Common Shares beneficially owned by its Stockholder Group (and, in the case of Liberty only, its entire interest in the BDTV Entities) to an unaffiliated third party or to Universal, PROVIDED, HOWEVER, that a Transfer by either Liberty or Diller to a third party or to Universal shall be subject to the tag-along right pursuant to Section 4.2, and (ii) either Liberty or Diller may Transfer any portion of the Common Shares (including, in the case of Liberty, all or a portion of a BDTV Entity interest) held by its Stockholder Group to an unaffiliated third party; PROVIDED that, (a) following such Transfer such Stockholder Group retains its Eligible Stockholder Amount of Common Shares and (b) in the case of the Transfer of an interest in or Common Shares held by a BDTV Limited Entity as of the date hereof, following such Transfer, Liberty, Diller and Universal, to the extent Universal remains subject to this Agreement, and each of their respective Stockholder Groups collectively beneficially own the Minimum Stockholder Amount. Notwithstanding the previous sentence and the restrictions contained in paragraph (a) above and subject to the requirement, with respect to a Transfer by Liberty of an interest in or Common Shares held by a BDTV Limited Entity as of the date hereof, that the Stockholders and their respective Stockholder Groups collectively beneficially own the Minimum Stockholder Amount, either Liberty or Diller may transfer any of its Common Shares in one or more transactions that comply with the requirements of Rule 144 or 145 (as applicable) under the Securities Act. SECTION 4.2. TAG-ALONG FOR DILLER AND LIBERTY FOR TRANSFERS BY THE OTHER. (a) If either Diller or Liberty shall desire to Transfer to any third party, including Universal and the members of its Stockholder Group, any of the Common Shares beneficially owned by him or it or any member of his or its Stockholder Group (other than as set forth in paragraph (e) below), in one transaction or a series of related transactions (the "TAG-ALONG SALE"), Diller or Liberty, as applicable, shall give prior written notice to the other of such intended Transfer. Such notice (the "TAG-ALONG NOTICE") shall set forth the terms and conditions of such proposed Transfer, including the number of Common Shares proposed to be Transferred (the "TAG-ALONG SHARES"), the purchase price per Common Share proposed to be paid therefor and the payment terms and type of Transfer to be effectuated. -14-

(b) Within 10 days after delivery of the Tag-Along Notice by Diller or Liberty to the other, as applicable, Liberty or Diller, respectively, shall, by written notice to the other, have the opportunity and right to sell to such third party in such proposed Transfer (upon the same terms and conditions as Diller or Liberty, as applicable) up to that number of Common Shares beneficially owned by Liberty or Diller (including Liberty's pro rata portion of any shares held by a BDTV Entity) as shall equal the product of (x) a fraction, the numerator of which is the number of Tag-Along Shares and the denominator of which is the aggregate number of Common Shares beneficially owned as of the date of the Tag-Along Notice by Diller and his Affiliates (excluding shares held by any BDTV Entity that were not contributed by Diller) or Liberty and its Affiliates (including Common Shares held by any BDTV Entity that were contributed by Liberty), multiplied by (y) the number of Common Shares beneficially owned by Liberty or Diller, as applicable (including Liberty's pro rata portion of any shares held by a BDTV Entity) as of the date of the Tag-Along Notice. The number of Common Shares that Diller or Liberty may sell to a third party pursuant to Section 4.2(a) shall be determined by multiplying the maximum number of Tag-Along Shares that such third party is willing to purchase on the terms set forth in the Tag-Along Notice by a fraction, the numerator of which is the number of Common Shares that such Stockholder proposes to sell hereunder (subject to the maximum amount for Diller or Liberty, as applicable, calculated pursuant to the preceding sentence) and the denominator of which is the aggregate number of Common Shares that Diller and Liberty propose to sell hereunder. (c) At the closing of any proposed Transfer in respect of which a Tag-Along Notice has been delivered, Liberty or Diller, as applicable, shall deliver, free and clear of all liens (other than liens caused by the other party), to such third party certificates evidencing the Common Shares to be sold thereto duly endorsed with Transfer powers and shall receive in exchange therefore the consideration to be paid by such third party in respect of such Common Shares as described in the Tag-Along Notice. No transferee shall be required to purchase shares of a BDTV Entity in connection with the Tag-Along Sale and each of Liberty and Diller shall cooperate so that any transferee will be able to purchase directly any Common Shares held by a BDTV Entity and not the shares of any BDTV Entity. (d) Neither Diller and the members of his Stockholders Group, on the one hand, nor Liberty and the members of its Stockholders Group, on the other hand, shall effect any Transfer or Transfers constituting a Tag-Along Sale absent compliance with this Section 4.2. (e) This Section 4.2 shall not be applicable to the Transfer by Diller or any member of his Stockholder Group (i) of an aggregate of not more than 4,000,000 Common Shares within any rolling twelve-month period, (ii) pursuant to Section 4.1(a)(w) or 4.1(a)(z), (iii) in a Market Sale or (iv) following such time as Diller is no longer CEO other than any Transfer made in connection with Diller ceasing to be CEO. SECTION 4.3. RIGHT OF FIRST REFUSAL OF DILLER ON TRANSFERS BY UNIVERSAL. (a) Any Transfer of Common Shares by Universal or any member of its Stockholder Group (the "TRANSFERRING PARTY") will be subject to the right of first refusal provisions of this Section 4.3 other than a Transfer (i) between Universal and any member of the Vivendi Stockholder Group or between members of the Vivendi Stockholder Group, (ii) in connection with any Market Sale (other than any Market Sale (a "COVERED MARKET SALE") involving the Transfer of 1,000,000 or -15-

more Common Shares in any rolling twelve month period), (iii) of an aggregate of not more than 4,000,000 Common Shares within any rolling twelve-month period, or (iv) contemplated by Section 8.07 of the Partnership Agreement. (b) Prior to effecting any Transfer described in Section 4.3(a), the Transferring Party shall deliver a written notice (the "OFFER NOTICE") to Diller, which Offer Notice shall specify (i) the Person to whom the Transferring Party proposes to make such Transfer or the proposed manner of Transfer in the case of a public offering or a Covered Market Sale, (ii) the number or amount and description of the Common Shares to be Transferred, (iii) except in the case of a public offering or a Covered Market Sale, the Offer Price (as defined below), and (iv) all other material terms and conditions of the proposed Transfer, including a description of any non-cash consideration sufficiently detailed to permit valuation thereof, and which Offer Notice shall be accompanied by any written offer from the prospective transferee to purchase such Common Shares, if available and permitted pursuant to the terms thereof. The Offer Notice shall constitute an irrevocable offer to Diller or his designee, for the period of time described below, to purchase all (but not less than all) of such Common Shares upon the same terms specified in the Offer Notice, subject to Section 4.3(g) and as otherwise set forth in this Section 4.3. Diller may elect to purchase all (but not less than all) of the Common Shares at the Offer Price (or, if the Offer Price includes property other than cash, the equivalent in cash of such property as determined in accordance with Section 4.3(g)) and upon the other terms and conditions specified in the Offer Notice. (c) For purposes of this Section 4.3, "OFFER PRICE" shall be defined to mean on a per share or other amount of Common Shares basis (i) in the case of a third party tender offer or exchange offer, the tender offer or exchange offer price per Common Share taking into account any provisions thereof with respect to proration and any proposed second step or "back-end" transaction, (ii) in the case of a public offering or a Covered Market Sale, the Current Market Value per Common Share as of the date the election notice of Diller hereinafter described is delivered and (iii) in the case of a privately-negotiated transaction, the proposed sale price per Common Share. (d) If Diller elects to purchase the offered Common Shares, he shall give notice (the "ACCEPTANCE NOTICE") to the Transferring Party within 10 Business Days of his receipt of the Offer Notice of his election (or in the case of a third party tender offer or exchange offer, not later than five Business Days prior to the expiration date of such offer, PROVIDED that all conditions to such offer (other than with respect to the number of Common Shares tendered) shall have been satisfied or waived and the Offer Notice shall have been provided at least ten Business Days prior to the expiration date of such offer), which shall constitute a binding obligation, subject to standard terms and conditions for a stock purchase contract between two significant stockholders of an issuer (provided that the Transferring Party shall not be required to make any representations or warranties regarding the business of the Company), to purchase the offered Common Shares, which Acceptance Notice shall include the date set for the closing of such purchase, which date shall be no later than 20 Business Days following the delivery of such Acceptance Notice, or, if later, five Business Days after receipt of all required regulatory approvals; PROVIDED that the closing shall only be delayed pending receipt of required regulatory approvals if (i) Diller is using reasonable efforts to obtain the required regulatory approvals, (ii) there is a reasonable prospect of receiving such regulatory approvals and (iii) if such closing is -16-

delayed more than 90 days after the date of the Acceptance Notice, then Diller agrees to pay interest at the Reference Rate to the Transferring Party from such date to the closing date. Notwithstanding the foregoing, such time periods shall not be deemed to commence with respect to any purported notice that does not comply in all material respects with the requirements of this Section 4.3(d). Diller may assign its rights to purchase under this Section 4.3 to any Person who is a Permitted Designee. (e) Subject to Section 4.3(f) in the case of a Covered Market Sale, if Diller does not respond to the Offer Notice within the required response time period or elects not to purchase the offered Common Shares, the Transferring Party shall be free to complete the proposed Transfer (to the same proposed transferee, in the case of privately-negotiated transaction) on terms no less favorable to the Transferring Party or its Affiliate, as the case may be, than those set forth in the Offer Notice, PROVIDED that (x) such Transfer is closed within (I) 90 days after the latest of (A) the expiration of the foregoing required response time periods, or (B) the receipt by the Transferring Party of the foregoing Acceptance Notice or, in the case of (A) or (B), if later, five Business Days following receipt of all required regulatory approvals; PROVIDED that the closing shall only be delayed pending receipt of required regulatory approvals if (i) the Transferring Stockholder is using reasonable efforts to obtain the required regulatory approvals and (ii) there is a reasonable prospect of receiving such regulatory approvals or, (II) in the case of a public offering, within 20 days of the declaration by the Commission of the effectiveness of a registration statement filed with the Commission pursuant to this Agreement, and (y) the price at which the Common Shares are transferred must be equal to or higher than the Offer Price (except in the case of a public offering, in which case the price at which the Common Shares are sold (before deducting underwriting discounts and commissions) shall be equal to at least 90% of the Offer Price). (f) If Diller does not respond to the Offer Notice with respect to a Covered Market Sale within the required response time period or elects not to purchase the offered Common Shares, the Transferring Party shall be free to complete the proposed Covered Market Sale in one or more transactions during the 90-day period commencing on the latest of (i) the expiration of the required response time period described in Section 4.3(d) or (ii) receipt by the Transferring Party of the election notice described in Section 4.3(d), PROVIDED that the price at which each Common Share is transferred (excluding brokerage commissions) shall be at least equal to 90% of the Offer Price. (g) If (i) the consideration specified in the Offer Notice consists of, or includes, consideration other than cash or a publicly traded security for which a closing market price is published for each Business Day, or (ii) any property other than Common Shares is proposed to be transferred in connection with the transaction to which the Offer Notice relates, then the price payable by Diller under this Section 4.3 for the Common Shares being transferred shall be equal to the Fair Market Value of such consideration which shall be determined in the manner set forth in Section 4.3(h). Notwithstanding anything to the contrary contained in this Section 4.3, the time periods applicable to an election by Diller to purchase the offered securities set forth in Section 4.3(a) shall not be deemed to commence until the Fair Market Value has been determined, PROVIDED that, in the case of a third party tender offer or exchange offer, in no event shall any such election be permitted later than five Business Days prior to the latest time by which Common Shares shall be tendered in order to be accepted pursuant to such offer or to -17-

qualify for any proration applicable to such offer if all conditions to such offer (other than the number of shares tendered) have been satisfied or waived. Each of Diller and Universal agrees to use its best efforts to cause the Fair Market Value to be determined as promptly as practicable but in no event later than 10 Business Days after the receipt by Diller of the Offer Notice. (h) Promptly upon receipt by the Transferring Party of the Acceptance Notice, each of Universal and Diller shall select an Independent Investment Banking Firm each of which shall promptly make a determination (each such determination, an "APPRAISAL") of the Fair Market Value of the Transferring Party's Equity. If the higher of such Appraisals is less than or equal to 110% of the lower of such Appraisals, then the Fair Market Value shall be equal to the average of such Appraisals. If the higher of such Appraisals is greater than 110% of the lower of such Appraisals, then a third Independent Investment Banking Firm (which shall be an Independent Investment Banking Firm that shall not have been engaged by the Company, Universal or Diller for the three years prior to the date of such selection) shall be selected by the first two Independent Investment Banking Firms, which third Independent Investment Banking Firm shall promptly make a determination of the Fair Market Value. The Fair Market Value shall equal the average of the two of such three Appraisals closest in value (or if there are no such two, then of all three Appraisals). SECTION 4.4. RIGHT OF FIRST REFUSAL BETWEEN LIBERTY AND DILLER. (a) Any Transfer of Common Shares by a member of the Liberty Stockholder Group or a member of the Diller Stockholder Group (the "L/D TRANSFERRING PARTY") will be subject to the right of first refusal provisions of this Section 4.4, other than a Transfer by a member of the Liberty Stockholder Group or the Diller Stockholder Group permitted by Section 4.1(a) hereof, a Transfer that is a sale described in Section 4.2(e)(i) or a Market Sale that is not a Covered Market Sale. (b) Prior to effecting any Transfer referred to in Section 4.4(a), the L/D Transferring Party shall deliver written notice (the "L/D OFFER NOTICE") to Diller, if the L/D Transferring Party is a member of the Liberty Stockholder Group, or to Liberty, if the L/D Transferring Party is a member of the Diller Stockholder Group (the recipient of such notice, the "L/D OTHER PARTY"), which Offer Notice shall specify (i) the Person to whom the L/D Transferring Party proposes to make such Transfer or the proposed manner of Transfer in the case of a public offering or a Covered Market Sale, (ii) the number or amount and description of the Common Shares to be Transferred, (iii) except in the case of a public offering or a Covered Market Sale, the L/D Offer Price (as defined below), and (iv) all other material terms and conditions of the proposed Transfer, including a description of any non-cash consideration sufficiently detailed to permit valuation thereof, and which Offer Notice shall be accompanied by any written offer from the prospective transferee to purchase such Common Shares, if available and permitted pursuant to the terms thereof. The L/D Offer Notice shall constitute an irrevocable offer to the L/D Other Party, for the period of time described below, to purchase all (but not less than all) of such Common Shares. (c) For purposes of this Section 4.4, "L/D OFFER PRICE" shall mean the purchase price per Common Share to be paid to the L/D Transferring Party in the proposed transaction (as it may be adjusted in order to determine the net economic value thereof). In the event that the consideration payable to the L/D Transferring Party in a proposed transaction consists of securities, the purchase price per share shall equal the fair market value of such securities divided -18-

by the number of Common Shares to be Transferred. Such fair market value shall be the market price of any publicly traded security and, if such security is not publicly traded, the fair market value shall be equal to the Fair Market Value (calculated in accordance with the method described in Section 4.3(h)) of such security. (d) If the L/D Other Party elects to purchase the offered Common Shares, it shall give notice to the L/D Transferring Party within ten Business Days after receipt of the L/D Offer Notice of its election (or in the case of a third party tender offer or exchange offer, not later than five Business Days prior to the expiration date of such offer, PROVIDED that all conditions to such offer (other than with respect to the number of Common Shares tendered) shall have been satisfied or waived and the L/D Offer Notice shall have been provided at least ten Business Days prior to the expiration date of such offer), which shall constitute a binding obligation, subject to standard terms and conditions for a stock purchase contract between two significant stockholders of an issuer (provided that the L/D Transferring Party shall not be required to make any representations or warranties regarding the business of the Company), to purchase the offered Common Shares, which notice shall include the date set for the closing of such purchase, which date shall be no later than 20 Business Days following the delivery of such election notice, or, if later, five Business Days after receipt of all required regulatory approvals; PROVIDED that the closing shall only be delayed pending receipt of required regulatory approvals if (i) the L/D Other Party is using reasonable efforts to obtain the required regulatory approvals, (ii) there is a reasonable prospect of receiving such regulatory approvals and (iii) if such closing is delayed more than 90 days after the date of the L/D Other Party's notice of election to purchase, then the L/D Other Party agrees to pay interest at the Reference Rate to the L/D Transferring Party from such date to the closing date. Notwithstanding the foregoing, such time periods shall not be deemed to commence with respect to any purported notice that does not comply in all material respects with the requirements of this Section 4.4(d). Liberty and Diller may assign their respective rights to purchase under this Section 4.4 to any Person who is a Permitted Designee. (e) Subject to Section 4.4(f) in the case of a Covered Market Sale, if the L/D Other Stockholder does not respond to the L/D Offer Notice within the required response time period or elects not to purchase the offered Common Shares, the L/D Transferring Party shall be free to complete the proposed Transfer (to the same proposed transferee, in the case of a privately-negotiated transaction) on terms no less favorable to the L/D Transferring Party or its Affiliate, as the case may be, than those set forth in the L/D Offer Notice, provided that (x) such Transfer is closed within (I) 90 days after the latest of (A) the expiration of the foregoing required response time periods, or (B) the receipt by the L/D Transferring Party of the foregoing election notice or, in the case of (A) or (B), if later, five Business Days following receipt of all required regulatory approvals; PROVIDED that the closing shall only be delayed pending receipt of required regulatory approvals if (i) the L/D Transferring Stockholder is using reasonable efforts to obtain the required regulatory approvals and (ii) there is a reasonable prospect of receiving such regulatory approvals, or (II) in the case of a public offering, within 20 days of the declaration by the Commission of the effectiveness of a registration statement filed with the Commission pursuant to this Agreement, and (y) the price at which the Common Shares are transferred must be equal to or higher than the L/D Offer Price (except in the case of a public offering, in which case the price at which the Common Shares are sold (before deducting underwriting discounts and commissions) shall be equal to at least 90% of the L/D Offer Price). -19-

(f) If the L/D Other Stockholder does not respond to the L/D Offer Notice with respect to a Covered Market Sale within the required response time period or elects not to purchase the offered Common Shares, the L/D Transferring Party shall be free to complete the proposed Covered Market Sale in one or more transactions during the 90-day period commencing on the latest of (i) the expiration of the required response time period described in Section 4.4(d) or (ii) receipt by the L/D Transferring Party of the election notice described in Section 4.4(d), PROVIDED that the price at which each Common Share is transferred (excluding brokerage commissions) shall be at least equal to 90% of the L/D Offer Price. (g) If the L/D Other Party elects to exercise its right of first refusal under this Section 4.4, the L/D Other Party shall pay the L/D Offer Price in cash (by wire transfer of immediately available funds) or by the delivery of marketable securities having an aggregate fair market value equal to the L/D Offer Price, PROVIDED, that if the securities to be so delivered by the L/D Other Party would not, in the L/D Transferring Party's possession, have at least the same general degree of liquidity as the securities the L/D Transferring Party was to receive in such proposed transaction (determined by reference to the L/D Transferring Party's ability to dispose of such securities (including, without limitation, the trading volume of such securities and the L/D Other Party's percentage ownership of the issuer of such securities)), then the L/D Other Party shall be required to deliver securities having an appraised value (calculated in accordance with the method described in Section 4.3(h)) equal to the L/D Offer Price. If the L/D Other Party delivers securities in payment of the L/D Offer Price, it will cause the issuer of such securities to provide the L/D Transferring Party with customary registration rights related thereto (if, in the other transaction, the L/D Transferring Party would have received cash, cash equivalents, registered securities or registration rights). Each of Diller and Liberty agrees to use his or its commercially reasonable efforts (but not to expend any money) to preserve for the other Stockholder, to the extent possible, the tax benefits available to it in such proposed transaction, and to otherwise seek to structure such transaction in the most tax efficient method available. Notwithstanding the foregoing, if Diller pays the L/D Offer Price in securities, such securities must be securities that Liberty is permitted to own under applicable FCC Regulations. (h) Notwithstanding anything to the contrary contained in this Section 4.4, the time periods applicable to an election by the L/D Other Party to purchase the offered securities shall not be deemed to commence until the fair market value has been determined, provided that, in the case of a third party tender offer or exchange offer, in no event shall any such election be permitted later than five Business Days prior to the latest time by which Common Shares shall be tendered in such offer if all conditions to such offer (other than the number of shares tendered) have been satisfied or waived. Each of Diller and Liberty agrees to use his and its best efforts to cause the fair market value to be determined as promptly as practicable, but in no event later than ten Business Days after the receipt by the L/D Other Stockholder of the L/D Offer Notice. SECTION 4.5. (a) Subject to the right of first refusal of Diller pursuant to Section 4.3, any direct or indirect Transfer of Common Shares by a member of the Vivendi Stockholder Group with respect to which Diller would have a right of first refusal pursuant to Section 4.3 will be subject to a right of first refusal by Liberty on the same terms and conditions as are applicable to Diller pursuant to Section 4.3, mutatis mutandis. -20-

(b) Liberty acknowledges and agrees that its right of first refusal pursuant to this Section 4.5 is subject to the right of first refusal by Diller pursuant to Section 4.3. SECTION 4.6. TRANSFERS OF CLASS B SHARES. (a) Subject to the rights of first refusal pursuant to Sections 4.3, 4.4 and 4.5 and subject to paragraph (c) below, in the event that any Stockholder or any members of its Stockholders Group (the "TRANSFERRING STOCKHOLDER") proposes to Transfer any shares of Class B Common Stock, such Transferring Stockholder shall send a written notice (which obligation may be satisfied by the delivery of the applicable Offer Notice) (the "EXCHANGE NOTICE") to Diller, if the Transferring Stockholder is Liberty, Universal or a member of their respective Stockholder Groups, or to Liberty, if the Transferring Stockholder is Diller, Universal or a member of their respective Stockholder Groups (the recipient of such notice, the "NON-TRANSFERRING STOCKHOLDER"), that such Transferring Stockholder intends to Transfer shares of Class B Common Stock, including the number of such shares proposed to be Transferred. The Non-Transferring Stockholder(s) shall give notice to the Transferring Stockholder within 20 days of its receipt of the Exchange Notice of its or their desire to exchange some or all of such shares of Class B Common Stock proposed to be Transferred for an equivalent number of shares of Common Stock. If the Non-Transferring Stockholder(s) desire to exchange some or all of such shares and to the extent that such shares are not otherwise Transferred to any Stockholder (or its Permitted Designee) pursuant to Section 4.3, 4.4 or 4.5, such shares of Class B Common Stock shall be exchanged; PROVIDED that if the Transferring Stockholder is Universal or a member of its Stockholder Group, first with Diller (to the extent he elects to exchange) and, second with Liberty (to the extent that Liberty elects to exchange). Except to the extent necessary to avoid liability under Section 16(b) of the Exchange Act and subject to applicable law, any such exchange shall be consummated immediately prior to the consummation of any such Transfer. (b) If any shares of Class B Common Stock proposed to be Transferred are not exchanged pursuant to the provisions of paragraph (a) above, prior to any such Transfer, the Transferring Stockholder shall convert, or cause to be converted, such shares of Class B Common Stock into shares of Common Stock (or such other securities of the Company into which such shares are then convertible). (c) The provisions of Section 4.6(a) and 4.6(b) shall not be applicable to any Transfers (i) to a member of such Stockholder's Stockholder Group, (ii) pursuant to a pledge or grant of a security interest in compliance with clause (y) of Section 4.1(a), or (iii) from Liberty, Diller or their respective Stockholder Group to the other Stockholder or its or his Stockholder Group subject to the terms of this Agreement. SECTION 4.7. TRANSFEREES. (a) Any Permitted Transferee or Permitted Designee of a Stockholder shall be subject to the terms and conditions of this Agreement as if such Permitted Transferee or Permitted Designee were Universal (if Universal or a Permitted Transferee of Universal is the transferor), Liberty (if Liberty or a Permitted Transferee of Liberty is the transferor) or Diller (if Diller or a Permitted Transferee of Diller is the transferor). Prior to the initial acquisition of beneficial ownership of any Common Shares by any Permitted Transferee (or a Permitted Designee), and as a condition thereto, each Stockholder agrees (i) to cause its respective Permitted Transferees or Permitted Designees to agree in writing with the other parties hereto to be bound by the terms and conditions of this Agreement to the extent described -21-

in the preceding sentence and (ii) that such Stockholder shall remain directly liable for the performance by its respective Permitted Transferees or Permitted Designees of all obligations of such Permitted Transferees or Permitted Designees under this Agreement. Except as otherwise contemplated by this Agreement (i) each of Universal, Diller and Liberty agrees not to cause or permit any of its respective Permitted Transferees to cease to qualify as a member of such Stockholder's Stockholders Group so long as such Permitted Transferee beneficially owns any Common Shares, and if any such Permitted Transferee shall cease to be so qualified, such Permitted Transferee shall automatically upon the occurrence of such event cease to be a "Permitted Transferee" for any purpose under this Agreement and (ii) each Stockholder agrees not to Transfer any Common Shares to any Affiliate other than a Permitted Transferee of such Stockholder. (b) No Third Party Transferee shall have any rights or obligations under this Agreement, except: (i) in the case of a Third Party Transferee of Liberty (or any member of the Liberty Stockholder Group) who acquires shares of Common Stock and who (together with its Affiliates) would not be a Public Stockholder, such Third Party Transferee shall be subject to the obligations of Liberty (but subject to the other terms and conditions of this Agreement) pursuant to Section 3.1(a) (but shall not have the right to consent to any Contingent Matters), Section 3.1(b), Section 3.1(c), Section 3.2, Section 3.5, as applicable, this Section 4.7 and Article VI; PROVIDED that such Third Party Transferee shall only be subject to such obligations for so long as it would not be a Public Stockholder; (ii) in the case of a Third Party Transferee of Universal (or any member of the Vivendi Stockholder Group) who (together with its Affiliates) upon consummation of any Transfer would not be a Public Stockholder, such Third Party Transferee shall be subject to the obligations of Universal (but subject to the other terms and conditions of this Agreement) pursuant to Section 3.1(a), Section 3.1(b)(ii), Section 3.1(c), Section 3.2, Section 3.5, as applicable, this Section 4.7 and Article VI; PROVIDED that such Third Party Transferee shall only be subject to such obligations for so long as it would not be a Public Stockholder; and (iii) in the case of a Third Party Transferee of Diller (or any member of the Diller Stockholder Group) who (together with its Affiliates) upon consummation of any Transfer would not be a Public Stockholder, such Third Party Transferee shall be subject to the obligations of Diller (but subject to the other terms and conditions of this Agreement) pursuant to Section 3.1(a) (but shall not have the right to consent to any Contingent Matters), 3.1(b), Section 3.1(c), Section 3.5, as applicable, this Section 4.7 and Article VI; PROVIDED that such Third Party Transferee shall only be subject to such obligations for so long as it would not be a Public Stockholder. (c) Prior to the consummation of a Transfer described in Section 4.7(b) to the extent rights and obligations are to be assigned, and as a condition thereto, the applicable Third Party Transferee shall agree in writing with the other parties hereto to be bound by the terms and conditions of this Agreement to the extent described in Section 4.7(b). To the extent the Third -22-

Party Transferee is not an "ULTIMATE PARENT ENTITY" (as defined in the HSR Act), the ultimate parent entity of such Third Party Transferee shall agree in writing to be directly liable for the performance of the Third Party Transferee to the same extent Universal or Liberty would be liable for their respective Permitted Transferees. SECTION 4.8. NOTICE OF TRANSFER. To the extent any Stockholder and its Permitted Transferees shall Transfer any Common Shares, such Stockholder shall, within three Business Days following consummation of such Transfer, deliver notice thereof to the Company and the other Stockholders, PROVIDED, HOWEVER, that no such notice shall be required to be delivered unless the aggregate Common Shares transferred by such Stockholder and its Permitted Transferees since the date of the last notice delivered by such Stockholder pursuant to this Section 4.8 exceeds 1% of the outstanding Common Shares. SECTION 4.9. COMPLIANCE WITH TRANSFER PROVISIONS. Any Transfer or attempted Transfer of Common Shares in violation of any provision of this Agreement shall be void. ARTICLE V BDTV ENTITY ARRANGEMENTS SECTION 5.1. MANAGEMENT. The business and affairs of each BDTV Entity will be managed by a Board of Directors elected by the holders of a majority of the voting equity interests in such BDTV Entity. Notwithstanding the foregoing, the taking of any action by a BDTV Entity with respect to (i) to the extent permitted by applicable law, any matter that would have constituted a Fundamental Change under the 1997 Stockholders Agreement (as applied to such BDTV Entity, MUTATIS MUTANDIS) or (ii) any acquisition or disposition (including pledges) of any Common Shares held by such BDTV Entity, in either case, will require the unanimous approval of the holders of all voting and non-voting equity interests in such BDTV Entity. SECTION 5.2. TREATMENT OF EXCHANGE SHARES. In the event that a holder of Exchange Shares would be entitled to hold directly shares of Class B Common Stock issuable upon an exchange of shares of Liberty Surviving Class B Stock but for the limitation imposed by the FCC Regulations relating to a person's aggregate voting power in the Company, and if such person would, under the FCC Regulations, be permitted to hold directly a number of shares of Common Stock equal to the number of shares of Class B Common Stock so issuable, then in connection with such exchange, such holder will be required to offer to exchange such shares of Class B Common Stock so receivable by it for Common Stock owned by the Diller Stockholder Group and, if Diller does not accept such offer to exchange, or if such exchange with the Diller Stockholder Group cannot be accomplished on a tax-free basis (and the exchange of such Exchange Shares for Common Shares would not otherwise be taxable), then such holder shall be entitled to exchange such Exchange Shares for shares of Class B Common Stock and thereafter convert such shares of Class B Common Stock into shares of Common Stock. Nothing in this Agreement shall obligate Liberty HSN to contribute any Common Shares received pursuant to the Investment Agreement or the Holder Exchange Agreement to a BDTV Entity. -23-

SECTION 5.3 CHANGES TO BDTV STRUCTURES. Liberty and Diller agree, subject to applicable law and FCC Regulations, to take such actions as may be reasonably necessary, including but not limited to amending the certificate of incorporation of the BDTV Entities, in order to provide Liberty with the ability to transfer, directly or indirectly, such amounts of Common Shares Liberty is permitted to sell hereunder. SECTION 5.4 TRANSFERS OF BDTV INTERESTS. Except as otherwise specifically provided in this Agreement (including Section 4.1(b)), no transfers or other dispositions (including pledges), directly or indirectly, of any interest in (a) any BDTV Limited Entity by Liberty or (b) any BDTV Entity by Diller will be permitted without the consent of the other; provided, PROVIDED (i) Liberty shall be entitled to transfer all or part of its interest in a BDTV Entity to members of the Liberty Stockholder Group, (ii) at such time Liberty becomes the owner of any voting securities of any BDTV Limited Entity, such BDTV Limited Entity shall be deemed to be a BDTV Unrestricted Entity, and (iii) in connection with any sale by Diller entitling Liberty to a right pursuant to Section 4.2, Liberty and Diller shall take such reasonable action as may be required in order for such interest in a BDTV Limited Entity to be sold in any such transaction. Without the prior written consent of Liberty, Diller shall not Transfer any interest in a BDTV Entity (other than to Liberty or, subject to Liberty's reasonable consent, a member of the Diller Stockholder Group). For purposes of determining whether Liberty is permitted to transfer the Common Shares held by a BDTV Unrestricted Entity, (i) such BDTV Unrestricted Entity shall be deemed to be a member of the Liberty Stockholder Group and the restrictions on transfers of interests in BDTV Entities shall not apply to Liberty (subject, however, to the other restrictions on transfer of Common Shares set forth herein, including the Right of First Refusal) and (ii) in connection with any proposed sale by Liberty HSN of the Common Shares held by a BDTV Entity (or its equity interest in such BDTV Entity), Liberty shall be entitled to purchase Diller's entire interest in such BDTV Entity for an amount in cash equal to the Diller Interest Purchase Price or, at its election, require Diller to sell his interest in such BDTV Entity to any such transferee for a pro rata portion of the consideration to be paid by the applicable transferee in such transaction. At such time as (i) the CEO Termination Date has occurred or Diller becomes Disabled or (ii) the Diller Stockholder Group ceases to own its Eligible Stockholder Amount of Common Shares, Diller shall be required to sell his entire interest in the BDTV Entities to Liberty (or Liberty's designee) at a price equal to the Diller Interest Purchase Price. ARTICLE VI MISCELLANEOUS SECTION 6.1 CONFLICTING AGREEMENTS. Each of the Stockholders represents and warrants that such party has not granted and is not a party to any proxy, voting trust or other agreement that is inconsistent with or conflicts with any provision of this Agreement. SECTION 6.2 DURATION OF AGREEMENT. Except as otherwise provided in this Agreement, the rights and obligations of a Stockholder under this Agreement shall terminate as follows: -24-

(a) Universal shall cease to be entitled to exercise any rights and shall cease to have any obligations under this Agreement as of the date that it ceases to have the right under the Governance Agreement to designate any directors to the Board (the "UNIVERSAL TERMINATION DATE"). (b) Each of Liberty and Diller shall cease to be entitled to exercise any rights and shall cease to have any obligations under this Agreement as of the date that its Stockholder Group collectively ceases to own its Eligible Stockholder Amount of Common Shares; PROVIDED that Liberty shall cease to be entitled to exercise any rights and shall cease to have any obligations under Section 4.2 at such time as the Liberty Stockholder Group ceases to beneficially own at least 5% of the outstanding Common Shares (the "LIBERTY TERMINATION DATE"). (c) Diller and each member of his Stockholder Group shall cease to be entitled to exercise any rights under this Agreement if the CEO Termination Date has occurred or Diller has become Disabled (the "DILLER TERMINATION DATE"). In addition, at such time as the CEO Termination Date has occurred or Diller has become Disabled, neither the Diller Stockholder Group nor the Liberty Stockholder Group shall have any obligation under this Agreement with respect to the matters covered under Sections 3.4, 4.1 and 4.4. The obligations under Section 3.1(d) terminate upon termination of the Transaction Agreement. SECTION 6.3 FURTHER ASSURANCES. At any time or from time to time after the date hereof, the parties agree to cooperate with each other, and at the request of any other party, to execute and deliver any further instruments or documents and to take all such further action as the other party may reasonably request in order to evidence or effectuate the consummation of the transactions contemplated hereby and to otherwise carry out the intent of the parties hereunder. SECTION 6.4 AMENDMENT AND WAIVER. Except as otherwise provided herein, no modification, amendment or waiver of any provision of this Agreement shall be effective against any Stockholder unless such modification, amendment or waiver is approved in writing by each Stockholder; provided that with respect to any provision containing an agreement between only two Stockholders or pursuant to which only two Stockholders have rights thereunder, such provision may be modified or waived by approval in writing by such Stockholders, without the consent of the third Stockholder unless such modification or waiver adversely affects the rights of such third Stockholder as provided under this Agreement or the Governance Agreement. The failure of any party to enforce any of the provisions of this Agreement shall in no way be construed as a waiver of such provisions and shall not affect the right of such party thereafter to enforce each and every provision of this Agreement in accordance with its terms. SECTION 6.5 SEVERABILITY. Whenever possible, each provision of this Agreement shall be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Agreement is held to be invalid, illegal or unenforceable in any respect under any applicable law or rule in any jurisdiction, such invalidity, illegality or unenforceability shall not affect any other provision or any other jurisdiction, but this Agreement shall be reformed, -25-

construed and enforced in such jurisdiction as if such invalid, illegal or unenforceable provision had never been contained herein. SECTION 6.6 EFFECTIVE DATE. Other than with respect to Section 3.1(d) which shall be effective as of the date hereof, this Agreement shall become effective immediately upon the Closing. SECTION 6.7 ENTIRE AGREEMENT. Except as otherwise expressly set forth herein, this document and the Transaction Documents embody the complete agreement and understanding among the parties hereto with respect to the subject matter hereof and supersede and preempt any prior understandings, agreements or representations by or among the parties, written or oral, that may have related to the subject matter hereof in any way. Without limiting the generality of the foregoing, to the extent that any of the terms hereof are inconsistent with the rights or obligations of any Stockholder under any other agreement with any other Stockholder, the terms of this Agreement shall govern. Upon the Closing, the 1997 Stockholders Agreement shall terminate and shall be superseded by this Agreement. SECTION 6.8 SUCCESSORS AND ASSIGNS. Neither this Agreement nor any of the rights or obligations under this Agreement shall be assigned, in whole or in part (except by operation of law pursuant to a merger whose purpose is not to avoid the provisions of this Agreement), by any party without the prior written consent of the other parties hereto. Subject to the foregoing, this Agreement shall bind and inure to the benefit of and be enforceable by the parties hereto and their respective successors and assigns. SECTION 6.9 COUNTERPARTS. This Agreement may be executed in separate counterparts each of which shall be an original and all of which taken together shall constitute one and the same agreement. SECTION 6.10 LIABILITIES UNDER FEDERAL SECURITIES LAWS. The exercise by any Stockholder (or its Affiliates or Stockholder Group, if applicable) (and including, in the case of the Liberty Stockholder Group, its exercise of the preemptive rights under Article III of the Governance Agreement or the rights relating to the Holder Exchange Agreement) of any rights under this Agreement shall be subject to such reasonable delay as may be required to prevent any Stockholder or its respective Stockholder Group from incurring any liability under the federal securities laws and the parties agree to cooperate in good faith in respect thereof. SECTION 6.11 REMEDIES. (a) Each party hereto acknowledges that money damages would not be an adequate remedy in the event that any of the covenants or agreements in this Agreement are not performed in accordance with its terms, and it is therefore agreed that in addition to and without limiting any other remedy or right it may have, the non-breaching party will have the right to an injunction, temporary restraining order or other equitable relief in any court of competent jurisdiction enjoining any such breach and enforcing specifically the terms and provisions hereof. (b) All rights, powers and remedies provided under this Agreement or otherwise available in respect hereof at law or in equity shall be cumulative and not alternative, and the -26-

exercise or beginning of the exercise of any thereof by any party shall not preclude the simultaneous or later exercise of any other such right, power or remedy by such party. SECTION 6.12 NOTICES. Any notice, request, claim, demand or other communication under this Agreement shall be in writing, shall be either personally delivered, delivered by facsimile transmission, or sent by reputable overnight courier service (charges prepaid) to the address for such Person set forth below or such other address as the recipient party has specified by prior written notice to the other parties hereto and shall be deemed to have been given hereunder when receipt is acknowledged for personal delivery or facsimile transmission or one day after deposit with a reputable overnight courier service. If to Vivendi and/or Universal: Vivendi Universal, S.A. 375 Park Avenue New York, NY 10152 Attention: Jean-Laurent Nabet George Bushnell III Telephone: (212) 572-7000 Facsimile: (212) 572-7188 and Universal Studios, Inc. 100 Universal City Plaza Universal City, CA 91608 Attention: Karen Randall, Esq. Telephone: (818) 777-1000 Facsimile: (818) 866-3444 with a copy to: Cravath, Swaine & Moore Worldwide Plaza 825 Eighth Avenue New York, NY 10019 Attention: Faiza J. Saeed, Esq. Telephone: (212) 474-1000 Facsimile: (212) 474-3700 If to Liberty: Liberty Media Corporation 12300 Liberty Boulevard Englewood, CO 80112 Attention: General Counsel Telephone: (720) 875-5400 -27-

Facsimile: (720) 875-5382 with a copy to: Baker Botts LLP 599 Lexington Avenue Suite 2900 New York, New York 10022 Attention: Frederick H. McGrath, Esq. Telephone: (212) 705-5000 Facsimile: (212) 705-5125 If to Diller: c/o USA Networks, Inc. 152 West 57th Street New York, NY 10019 Attention: General Counsel Telephone: (212) 314-7300 Facsimile: (212) 314-7329 with a copy to: Wachtell, Lipton, Rosen & Katz 51 West 52nd Street New York, New York 10019 Attention: Pamela S. Seymon, Esq. Andrew J. Nussbaum, Esq. Telephone: (212) 403-1000 Facsimile: (212) 403-2000 SECTION 6.13 ADJUSTMENT OF SHARES NUMBERS. If, after the date of this Agreement, there is a subdivision, split, stock dividend, combination, reclassification or similar event with respect to any of the shares of capital stock referred to in this Agreement, then, in any such event, the numbers and types of shares of such capital stock referred to in this Agreement shall be adjusted to the number and types of shares of such capital stock that a holder of such number of shares of such capital stock would own or be entitled to receive as a result of such event if such holder had held such number of shares immediately prior to the record date for, or effectiveness of, such event. SECTION 6.14 GOVERNING LAW; CONSENT TO JURISDICTION. This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware without giving effect to the principles of conflicts of law. Each of the parties hereto hereby irrevocably and unconditionally consents to submit to the non-exclusive jurisdiction of the courts of the State of Delaware for any action, proceeding or investigation in any court or before any governmental authority ("LITIGATION") arising out of or relating to this Agreement and the transactions contemplated hereby and further agrees that service of any process, summons, notice or -28-

document by U.S. mail to its respective address set forth in this Agreement shall be effective service of process for any Litigation brought against it in any such court. Each of the parties hereto hereby irrevocably and unconditionally waives any objection to the laying of venue of any Litigation arising out of this Agreement or the transactions contemplated hereby in the courts of the State of Delaware, and hereby further irrevocably and unconditionally waives and agrees not to plead or claim in any such court that any such Litigation brought in any such court has been brought in an inconvenient forum. Each of the parties irrevocably and unconditionally waives, to the fullest extent permitted by applicable law, any and all rights to trial by jury in connection with any Litigation arising out of or relating to this Agreement or the transactions contemplated hereby. SECTION 6.15 INTERPRETATION. The table of contents and headings contained in this Agreement are for convenience only and shall not affect in any way the meaning or interpretation of this Agreement. Whenever the words "include", "includes" or "including" are used in this Agreement, they shall be deemed to be followed by the words "without limitation". Whenever it is necessary for purposes of this Agreement to determine whether an exchange is tax-free or taxable, such determination shall be made without regard to any interest imputed pursuant to Section 483 of the Code. -29-

IN WITNESS WHEREOF, the parties hereto have executed this Stockholders Agreement as of the date first written above. UNIVERSAL STUDIOS, INC. By: /s/ Guillaume Hannezo ----------------------------------- Name: Guillaume Hannezo Title: Special power of attorney LIBERTY MEDIA CORPORATION By: /s/ Robert R. Bennett ----------------------------------- Name: Robert R. Bennett Title: President and CEO /s/ Barry Diller --------------------------------------- BARRY DILLER VIVENDI UNIVERSAL, S.A. By: /s/ Jean-Marie Messier ----------------------------------- Name: Jean-Marie Messier Title: Chairman and CEO -30-

                                                                   EXHIBIT 48


==============================================================================


                LIMITED LIABILITY LIMITED PARTNERSHIP AGREEMENT

                                      of

                  [VIVENDI UNIVERSAL ENTERTAINMENT], L.L.L.P.


                            dated as of /o/, 2002,



                                 by and among



                               [UNIVERSAL SUB],



                              USA NETWORKS, INC.,



                                 USANi SUB LLC



                                      and



                                 BARRY DILLER





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TABLE OF CONTENTS Page ARTICLE I Definitions and Usage SECTION 1.01. Definitions..................................................1 SECTION 1.02. Terms and Usage Generally...................................10 ARTICLE II The Partnership SECTION 2.01. Effectiveness of this Agreement.............................11 SECTION 2.02. Formation...................................................11 SECTION 2.03. Name........................................................11 SECTION 2.04. Term........................................................11 SECTION 2.05. Registered Agent and Registered Office......................11 SECTION 2.06. Purposes....................................................12 SECTION 2.07. Treatment as Partnership....................................12 ARTICLE III Capital Contributions; Partners SECTION 3.01. Initial Capital Contributions...............................12 SECTION 3.02. Admission of Partners.......................................12 SECTION 3.03. Substitute Partners and Additional Partners.................................................13 ARTICLE IV Reports SECTION 4.01. Reports to Partners.........................................14 SECTION 4.02. Tax Information.............................................14 ARTICLE V Preferred Interests SECTION 5.01. General.....................................................15 SECTION 5.02. Ranking.....................................................15 SECTION 5.03. PIK Accretion...............................................16 SECTION 5.04. Consent Right...............................................16 i

SECTION 5.05. Negative Covenants..........................................16 SECTION 5.07. No Other Consent Rights.....................................19 ARTICLE VI Common Interests SECTION 6.01. General.....................................................19 SECTION 6.02. Issuances of Common Interests After the Closing Date.............................................19 SECTION 6.03. Preemptive Rights...........................................20 SECTION 6.04. Other Issuances of Common Interests.........................21 SECTION 6.05. Contribution of Assets or Capital Stock by Universal Sub.........................................21 SECTION 6.06. Consent Right...............................................22 SECTION 6.07. Asignee of Diller Common Interests..........................23 ARTICLE VII Capital Accounts, Allocations of Profit and Loss and Tax Matters SECTION 7.01. Capital Accounts............................................23 SECTION 7.02. Allocations of Net Income and Net Loss......................24 SECTION 7.03. Allocations of Net Income and Net Loss for Federal Income Tax Purposes..........................26 SECTION 7.04. Allocation of the Partnership Debt..........................27 SECTION 7.05. Elections...................................................27 SECTION 7.06. Fiscal Year.................................................27 SECTION 7.07. Withholding Requirements....................................27 SECTION 7.08. Tax Matters Partner.........................................27 ARTICLE VIII Distributions SECTION 8.01. Distributions...............................................28 SECTION 8.02. Tax Distributions...........................................28 SECTION 8.03. General Limitations.........................................29 SECTION 8.04. Distributions in Kind.......................................29 SECTION 8.05. Closing Date Distribution...................................29 SECTION 8.06. Distribution Upon Maturity of Class A Preferred Interests......................................29 SECTION 8.07. Put/Call Rights with Respect to Class B Preferred Interests.........................................29 ii

ARTICLE IX Management of the Partnership SECTION 9.01. General Partner.............................................31 SECTION 9.02. Board; Representatives; Chairman............................31 SECTION 9.03. Expenses....................................................32 SECTION 9.04. Agreement Not To Compete....................................32 ARTICLE X Transfers of Interests SECTION 10.01. Restrictions on Transfers...................................34 SECTION 10.02. Transfers Permitted at any Time.............................35 SECTION 10.03. Put/Call....................................................35 SECTION 10.04. Tag-Along for Limited Partners for Transfers by Universal...................................40 ARTICLE XI Limitation on Liability, Exculpation SECTION 11.01. Limitation on Liability.....................................41 SECTION 11.02. Exculpation.................................................41 SECTION 11.03. Partnership Opportunities...................................42 SECTION 11.04. Indemnification.............................................43 ARTICLE XII Events of Withdrawal; Bankruptcy of a General Partner SECTION 12.01. Events of Withdrawal........................................44 SECTION 12.02. Bankruptcy of a General Partner.............................44 ARTICLE XIII Dissolution and Termination SECTION 13.01. Dissolution.................................................45 SECTION 13.02. Winding Up of the Partnership...............................46 SECTION 13.03. Distribution of Property....................................47 SECTION 13.04. Claims of Partners..........................................47 SECTION 13.05. Termination.................................................48 iii

ARTICLE XIV Miscellaneous SECTION 14.01. Notices.....................................................48 SECTION 14.02. No Third Party Beneficiaries................................48 SECTION 14.03. Waiver......................................................48 SECTION 14.04. Integration.................................................49 SECTION 14.05. Headings....................................................49 SECTION 14.06. Counterparts................................................49 SECTION 14.07. Severability................................................49 SECTION 14.08. Applicable Law..............................................49 SECTION 14.09. Jurisdiction................................................49 Schedules Schedule A - Partners Schedule B - Initial Capital Contributions iv

LIMITED LIABILITY LIMITED PARTNERSHIP AGREEMENT of [VIVENDI UNIVERSAL ENTERTAINMENT], L.L.L.P. (the "Partnership") dated as of /o/, 2002, by and among [UNIVERSAL SUB], a Delaware corporation and a wholly owned subsidiary of Universal ("Universal Sub"), as general partner, and USA NETWORKS, INC., a Delaware corporation ("USAi"), USANi SUB LLC, a Delaware limited liability company ("USANi Sub"), and Barry Diller ("Diller"), as limited partners. Preliminary Statement WHEREAS the parties hereto (or Affiliates thereof) are parties to the Transaction Agreement (the "Transaction Agreement") dated as of December 16, 2001 by and among Vivendi, Universal, USAi, USANi LLC, a Delaware limited liability company, Liberty and Diller; and WHEREAS, the parties hereto desire to form a limited liability limited partnership. NOW, THEREFORE, the parties hereto hereby agree as follows: ARTICLE I Definitions and Usage SECTION 1.01. Definitions. The terms shall have the following meanings for purposes of this Agreement: "Additional Partner" means any Person admitted as a Partner of the Partnership pursuant to Section 3.03 in connection with the new issuance of a Common Interest to such Person. "Affiliate" of any specified Person means any other Person directly or indirectly Controlling, Controlled by or under direct or indirect common Control with such specified Person. For purposes of the foregoing, (i) USANi and its Affiliates shall be deemed to be Affiliates of USAi, (ii) none of USAi, Universal or Diller, or any of their respective Affiliates, shall be deemed to be Affiliates of one another, and (iii) none of USAi, Universal or Diller, or any of their respective Affiliates, shall be deemed to be an Affiliate of the Partnership.

2 "Agreement" means this Limited Liability Limited Partnership Agreement, as the same may be amended or restated from time to time. "Appraised Value" of a Common Interest means (x) the Participation Percentage of such Common Interest multiplied by (y) the private market value of the Partnership taken as a whole; provided, however, that such valuation shall not assume the value of the Partnership in an "auction" proceeding, and any valuation methodology shall exclude any acquisition of similar assets or businesses at a uniquely high valuation due to a purchaser's strategic need to acquire such assets or businesses. "Bankrupt Partner" is defined in Section 12.02(a). "Bankruptcy" of a Person means (i) the filing by such Person of a voluntary petition seeking liquidation, reorganization, arrangement or readjustment, in any form, of its debts under Title 11 of the United States Code (or corresponding provisions of future laws) or any other bankruptcy or insolvency law, whether foreign or domestic, or such Person's filing an answer consenting to or acquiescing in any such petition, (ii) the making by such Person of any assignment for the benefit of its creditors or the admission by such Partner in writing of its inability to pay its debts as they mature or (iii) the expiration of 60 days after the filing of an involuntary petition under Title 11 of the United States Code (or corresponding provisions of future laws), an application for the appointment of a receiver for the assets of such Person, or an involuntary petition seeking liquidation, reorganization, arrangements, composition, dissolution or readjustment of its debts or similar relief under any bankruptcy or insolvency law, provided that the same shall not have been vacated, set aside or stayed within such 60-day period. This definition of "Bankruptcy" is intended to replace the bankruptcy related events set forth in Sections 17-402(a)(4) and (a)(5) of the Delaware Act. "Bankruptcy Code" means the United States Bankruptcy Code of 1978, as amended. "Beneficial Owner" and "Beneficial Ownership" have the meanings set forth in Rule 13d-3 and Rule 13d-5 under the Securities Exchange Act of 1934, as amended, except that a Person shall be deemed to have Beneficial Ownership of all securities that such Person has the right to acquire, whether such right is currently exercisable or is exercisable only upon the occurrence of a subsequent event.

3 "Board" is defined in Section 9.02(b). "Business" means any of the programming, television distribution, cable network, film and theme park businesses. "Business Day" means any day other than a Saturday, a Sunday or a U.S. Federal holiday. "Call" means the USAi Call or the Diller Call. "Capital Account" is defined in Section 7.01(a). "Capital Contribution" means, with respect to any Partner, any capital contribution made by such Partner to the Partnership pursuant to Section 3.01 or 6.02. "Cause" means (i) the conviction of, or pleading guilty to, any felony, or (ii) the willful, continued and complete failure to attend to managing the business affairs of the Partnership, after written notice of such failure from the General Partner and reasonable opportunity to cure. "Chairman" is defined in Section 9.02(b). "Class A Preferred Interests" is defined in Section 5.01(a). "Class B Preferred Consideration" is defined in Section 8.07. "Class B Preferred Interests" is defined in Section 5.01(b). "Closing" means the closing of the transactions contemplated by the Transaction Agreement. "Closing Date" means the date of the Closing. "Code" means the Internal Revenue Code of 1986, as amended. "Common Interest" means a partnership interest in the Partnership that is not a Preferred Interest. "Consolidated Tangible Net Worth" means total assets of the Partnership and its consolidated subsidiaries, determined in accordance with U.S. generally accepted accounting principles, giving effect to purchase accounting, and deducting therefrom consolidated current liabilities and, to the extent otherwise included, goodwill, patents,

4 trademarks, service marks, trade names, copyrights, licenses and other intangible items. "Control", with reference to any Person, means the Beneficial Ownership of a majority of the outstanding voting power (or equivalent) of such Person and the terms "Controlling" and "Controlled" have meanings correlative to the foregoing. "Covered Person" means (i) each Partner, (ii) each Affiliate of a Partner, (iii) each Representative and each officer, director, shareholder, partner, employee, member, manager, representative, agent or trustee of a Partner or of an Affiliate of a Partner and (iv) each officer of USAi serving as an employee of the Partnership. "Delaware Act" means the Delaware Revised Uniform Limited Partnership Act, 6 Del. C.ss.ss.17-101 et seq., as amended from time to time or any successor statute. "Diller" is defined in the Preamble. "Diller Call" is defined in Section 10.03(b). "Diller Put" is defined in Section 10.03(b). "Disabled" means the disability of Diller after the expiration of more than 180 consecutive days after its commencement which is determined to be total and permanent by a physician selected by the Partnership and reasonably acceptable to Diller; provided that Diller shall be deemed to be disabled only following the expiration of 90 days following receipt of a written notice from the Partnership and such physician specifying that a disability has occurred if within such 90-day period he fails to return to managing the business affairs of the Partnership. A total disability shall mean mental or physical incapacity that prevents Diller from managing the business affairs of the Partnership. "Effective Time" means the Closing. "Face Value" of a Preferred Interest, as of any time, means the amount equal to the initial Capital Contribution attributable to such Preferred Interest as adjusted from time to time pursuant to Section 5.03. "Fiscal Year" is defined in Section 7.06. "General Partner" means Universal Sub, any Substitute Partner that is admitted as the general partner

5 of the Partnership or any Person appointed as such pursuant to Section 12.02(a), in each case, for so long as such Person continues to be the general partner of the Partnership. "Good Reason" means the assignment to Diller of any duties inconsistent in any respect with his position as Chairman and chief executive officer of the Partnership, authority, duties or responsibilities (including status, offices, title and direct reporting relationship to the chief executive officer of Vivendi), or any diminution in such positions (or removal from such positions), authority, duties or responsibilities or requiring him to be based at any location other than his current locations; it being understood that the chief executive officer of the Partnership shall have the same authority and duties as a corresponding officer of a Delaware corporation would have to act for a Delaware corporation. "Indebtedness" of any Person means, without duplication, (i) all obligations of such Person for borrowed money or with respect to deposits or advances of any kind, (ii) all obligations of such Person evidenced by bonds, debentures, notes or similar instruments, (iii) all obligations of such Person upon which interest charges are customarily paid, (iv) all obligations of such Person in respect of the deferred purchase price of property or services (excluding current accounts payable incurred in the ordinary course of business), and (v) all capital lease obligations of such Person; provided that the Indebtedness of any Persons shall include (A) the Indebtedness of any other entity (including any partnership in which such Person is a general partner) to the extent such Person is liable therefor as a result of such Person's ownership interest in or other relationship with such entity, except to the extent the terms of such Indebtedness provide that such Person is not liable therefor, (B) all Indebtedness of others secured by (or for which the holder of such Indebtedness has an existing right, contingent or otherwise, to be secured by) any Lien on property owned or acquired by such Person, whether or not the Indebtedness secured thereby has been assumed and (C) all guarantees by such Person of Indebtedness of others; and provided, further, that Indebtedness shall not include any Permitted Liens. "Interests" means the entire partnership interest of a Partner in the Partnership, including its Common Interests and its Preferred Interests. "Investment Bank" means an independent, nationally recognized investment bank.

6 "Liberty" means Liberty Media Corporation, a Delaware corporation. "Lien" means any pledge, encumbrance, security interest, purchase option, call or similar right. "Limited Partner" means USAi, USANi Sub, Diller and any Additional Partner or Substitute Partner that is admitted as a limited partner of the Partnership, in each case for so long as such Person continues to be a limited partner of the Partnership. "Market Value" of a stock means the amount equal to the average of the daily volume weighted averages of such stock on the primary exchange on which it trades, as reported by Bloomberg, for the 15 consecutive trading days ending on the day immediately preceding the date of determination. For the avoidance of doubt, the Market Value of USAi Common Shares shall be determined based on the price of USAi Common Stock. "Maturity Date" is defined in Section 8.06. "Net Income" or "Net Losses", as appropriate, means, for any period, the taxable income or tax loss of the Partnership for such period for Federal income tax purposes, taking into account any separately stated tax items and increased by the amount of any tax-exempt income of the Partnership during such period and decreased by the amount of any Section 705(a)(2)(B) expenditures (within the meaning of Treasury Regulation Section 1.704-1(b)(2)(iv)(i)) of the Partnership; provided, however, that Net Income or Net Losses of the Partnership shall be computed without regard to the amount of any items of gross income, gain, loss or deduction that are specially allocated pursuant to Section 7.02(c), (d) or (e). With respect to any property contributed to the Partnership at a time when its adjusted tax basis differs from its fair market value, and with respect to all Partnership property after any adjustment to the Capital Accounts pursuant to Section 7.01(c), the Net Income or Net Losses of the Partnership (and the constituent items of income, gain, loss and deduction) shall be computed in accordance with the principles of Treasury Regulation Section 1.704-1(b)(2)(iv)(g). "Participation Percentage" is defined in Section 6.01(a). "Partner" means the General Partner or a Limited Partner.

7 "Partnership" is defined in the Preamble. "Partnership Debt" means the debt incurred by the Partnership to fund the distribution under Section 8.05, pursuant to Section 2.04(iii) of the Transaction Agreement. "Permitted Liens" means, collectively, (i) all statutory or other liens for taxes or assessments which are not yet due or the validity of which is being contested in good faith by appropriate proceedings, (ii) all mechanics', materialmen's, carriers', workers' and repairers' liens, and other similar liens imposed by law, incurred in the ordinary course of business, which allege unpaid amounts that are less than 30 days delinquent or which are being contested in good faith by appropriate proceedings, and (iii) all other Liens which do not materially detract from or materially interfere with the marketability, value or present use of the asset subject thereto or affected thereby. "Person" means any individual, firm, corporation, partnership, limited liability company, trust, joint venture, governmental authority or other entity. "Preferred Interests" means the Class A Preferred Interests and the Class B Preferred Interests, collectively. "Purchasing Partner" means the Partner purchasing Common Interests pursuant to the exercise of a Put or a Call. "Put" means the USAi Put or the Diller Put. "Representative" is defined in Section 9.02(b). "Restricted Business" has the same meaning as the term "Business" in the Transaction Agreement. "Sale Transaction" means any merger, consolidation, tender or exchange offer, reclassification, compulsory share exchange, liquidation or similar transaction, in which all or substantially all of the assets or the outstanding equity securities of the ultimate parent of a Partner are transferred, converted into or exchanged for stock, other securities, cash or assets of another entity. "Section 704(c) Property" means "Section 704(c) property" as defined in Treasury Regulation Section 1.704-3(a)(3) and property that is revalued pursuant to Section 7.01(c) hereof.

8 "Securities Act" means the Securities Act of 1933, as amended. "Selected Appraisal" is defined in Section 10.03(d). "Selling Partner" means the Partner selling Common Interests pursuant to the exercise of a Put or a Call. "Substitute Partner" means any Person admitted as a Partner of the Partnership pursuant to Section 3.03 in connection with the Transfer of a then-existing Interest of a Partner to such Person. "Tag-Along Interests" is defined in Section 10.04(a). "Tag-Along Notice" is defined in Section 10.04(a). "Tag-Along Offeree" is defined in Section 10.04(a). "Tax Detriment" means, with respect to any taxes incurred as a result of the recognition of income or gain by an indemnified party in taxable period(s) earlier than the taxable period(s) in which such income or gain would otherwise have been recognized by such party solely as a result of an action or inaction by an indemnifying party, the excess, if any, of (i) the net present value of such taxes incurred by the indemnified party in such earlier taxable period(s) over (ii) the net present value of the taxes that would otherwise have been incurred in such later taxable period, assuming (i) a discount rate equal to USAi's borrowing rate in effect as of the time such net present values are calculated and (ii) that for all taxable years, the indemnified party is fully taxable at the highest applicable marginal Federal income tax rate and the highest applicable marginal income and franchise tax rates of the state, local and foreign jurisdictions in which the Partnership or any of its subsidiaries conducts business (assuming full deductibility of state and local taxes, and full creditability and deductibility of foreign taxes, for Federal (and if applicable state and local) income tax purposes). "Tax Matters Partner" is defined in Section 7.08. "Transaction Agreement" is defined in the Preamble.

9 "Transfer" means any sale, assignment, transfer, exchange, gift, bequest, pledge, hypothecation or other disposition or encumbrance, direct or indirect, in whole or in part, by operation of law or otherwise, and shall include all matters deemed to constitute a Transfer under Section 10.01(a); provided, however, that a Transfer shall not include a Sale Transaction. The terms "Transferred", "Transferring", "Transferor" and "Transferee" have meanings correlative to the foregoing. "Universal" means Universal Studios, Inc., a Delaware corporation. "Universal Sub" is defined in the Preamble. "USAi" is defined in the Preamble. "USAi Call" is defined in Section 10.03(a). "USAi Class B Common Stock" means shares of Class B common stock of USAi, par value $.01 per share. "USAi Common Shares" means shares of USAi Common Stock and USAi Class B Common Stock, collectively. "USAi Common Stock" means shares of common stock of USAi, par value $.01 per share. "USAi Preferred Call" is defined in Section 8.07. "USAi Preferred Put" is defined in Section 8.07. "USAi Put" is defined in Section 10.03(a). "USANi Sub" is defined in the Preamble. "Vivendi" means Vivendi Universal, S.A., a societe anonyme organized under the laws of France. "Vivendi Ordinary Shares" means ordinary shares of Vivendi, par value (U) 5.5 per share, or, in the event that all or substantially all of the shares of Vivendi are exchanged for or converted into equity securities of another Person after the Effective Time, such other equity securities as such shares may be exchanged for or converted into after the Effective Time, so long as such equity securities are listed or quoted on the New York Stock Exchange, the Nasdaq Stock Market, the London Stock Exchange, the Paris Bourse or the Frankfurt Stock Exchange and the average monthly trading volume of such equity securities on any such exchange immediately after such share

10 exchange or conversion (and after giving effect to all of the transactions contemplated in connection with such exchange or conversion) is substantially equivalent to or greater than that of the Vivendi Ordinary Shares on its primary exchange immediately prior to such share exchange or conversion. SECTION 1.02. Terms and Usage Generally. (a) The definitions in Section 1.01 shall apply equally to both the singular and plural forms of the terms defined. Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms. All references herein to Articles, Sections, Annexes, Exhibits and Schedules shall be deemed to be references to Articles and Sections of, and Annexes, Exhibits and Schedules to, this Agreement unless the context shall otherwise require. All Annexes, Exhibits and Schedules attached hereto shall be deemed incorporated herein as if set forth in full herein. The words "include", "includes" and "including" shall be deemed to be followed by the phrase "without limitation". The words "hereof", "herein" and "hereunder" and words of similar import when used in this Agreement shall refer to this Agreement as a whole and not to any particular provision of this Agreement. References to a Person are also to its permitted successors and permitted assigns. Unless otherwise expressly provided herein, any agreement, instrument or statute defined or referred to herein or in any agreement or instrument that is referred to herein means such agreement, instrument or statute as from time to time amended, modified or supplemented, including (in the case of agreements or instruments) by waiver or consent and (in the case of statutes) by succession of comparable successor statutes and references to all attachments thereto and instruments incorporated therein. (b) As used in this Agreement, unless otherwise expressly specified herein, any allocation or distribution to be made among Interests or Partners "on a pro rata basis" or "ratably" shall be made in proportion to the relative Participation Percentages or Face Values of, or Capital Contributions attributable to, such Interests, or of such Interests owned by such Partners, in each case determined immediately prior to the transaction with respect to which such allocation is being made.

11 ARTICLE II The Partnership SECTION 2.01. Effectiveness of this Agreement. This Agreement constitutes the partnership agreement (as defined in the Delaware Act) of the parties hereto. This Agreement shall become effective at the Effective Time. SECTION 2.02. Formation. The parties hereto agree to form the Partnership as a limited partnership and unanimously agree that the Partnership shall be qualified as a limited liability limited partnership under and pursuant to Section 17-214 of the Delaware Act and Section 15-1001 of the Delaware Revised Uniform Partnership Act (6 Del. C. ss.ss. 15-101 et seq. ("DRUPA")) by filing with the Secretary of State of the State of Delaware a certificate of limited partnership of the Partnership and a statement of qualification as a limited liability limited partnership. The General Partner shall file and record the certificate of limited partnership of the Partnership, such statement of qualification and such other documents as may be required or appropriate under the laws of the State of Delaware and of any other jurisdiction in which the Partnership may conduct business. The General Partner shall, on request, provide any Partner with copies of each such document as filed and recorded. SECTION 2.03. Name. The name of the Partnership shall be [VIVENDI UNIVERSAL ENTERTAINMENT], L.L.L.P. The General Partner may change the name of the Partnership or adopt such trade or fictitious names as it may determine, in each case consistent with the requirements of the Delaware Act, including Sections 17-102 and 17-214 thereof, and all other applicable law (e.g., fictitious name statutes). The General Partner will give all Partners prompt written notice of any such name change (or adoption of any such trade or fictitious name). SECTION 2.04. Term. The term of the Partnership shall begin on the date the certificate of limited partnership of the Partnership is effective (which shall in any event be no later than the Effective Time), and the Partnership shall have perpetual existence unless sooner dissolved as provided in Article XIII. SECTION 2.05. Registered Agent and Registered Office. The name of the registered agent for service of process shall be The Corporation Trust Company, and the address of the registered agent and the address of the registered office in the State of Delaware shall be 1209

12 Orange Street, Wilmington, Delaware 19801. Such office and such agent may be changed from time to time by the General Partner consistent with the requirements of the Delaware Act, including Sections 17-104 and 17-202 thereof. SECTION 2.06. Purposes. The Partnership shall be formed for the object and purpose of, and the nature of the business to be conducted and promoted by the Partnership shall be, engaging in any lawful act or activity for which limited partnerships may be formed under the Delaware Act, including engaging in the Business, and engaging in any and all activities necessary or incidental to the foregoing. SECTION 2.07. Treatment as Partnership. Except as otherwise required pursuant to a determination within the meaning of Section 1313(a)(1) of the Code, the parties shall treat the Partnership as a partnership for United States federal income tax purposes and agree not to take any action or fail to take any action which action or inaction would be inconsistent with such treatment. ARTICLE III Capital Contributions; Partners SECTION 3.01. Initial Capital Contributions. (a) On the Closing Date, USAi, USANi Sub and Universal Sub shall make their respective initial Capital Contributions, in property, in accordance with Section 2.03 of the Transaction Agreement. (b) In return for such initial Capital Contributions, Common Interests and/or Preferred Interests shall be issued to the Partners as provided in Articles V and VI hereof. Schedule B indicates the amount of Capital Contributions attributable to Common Interests and Preferred Interests, respectively, for each Partner. (c) The parties shall treat the Capital Contributions described in this Section 3.01 as contributions pursuant to Section 721 of the Code in which no gain or loss is recognized to any extent, except as otherwise required pursuant to a determination within the meaning of Section 1313(a)(1) of the Code. SECTION 3.02. Admission of Partners. At the Effective Time, without the need for any further action of any Person, the Persons set forth on Schedule A attached hereto who have executed this Agreement shall be admitted as Partners, and each such Person shall be shown as such in the

13 books and records of the Partnership. Following the Effective Time, no Person shall be admitted as a Partner and no additional Common Interests or Preferred Interests shall be issued except as expressly provided herein. SECTION 3.03. Substitute Partners and Additional Partners. (a) No Transferee of an Interest or Person to whom an Interest is issued after the Effective Time pursuant to this Agreement shall be admitted as a Partner hereunder or acquire any rights hereunder, including any voting rights or the right to receive distributions and allocations in respect of the Transferred or issued Interest, as applicable, unless (i) such Interest is Transferred or issued in compliance with the provisions of this Agreement and (ii) such Transferee or recipient shall have executed and delivered to the Partnership such customary instruments as the General Partner may reasonably require, to effectuate the admission of such Transferee or recipient as a Partner and to confirm the agreement of such Transferee or recipient to be bound by all the terms and provisions of this Agreement (including Section 10.03). Upon complying with clauses (i) and (ii) above, without the need for any further action of any Person, a Transferee or recipient shall be deemed admitted to the Partnership as a Partner. A Substitute Partner shall enjoy the same rights, and be subject to the same obligations, as the Transferor; provided that, unless expressly provided otherwise herein, such Transferor shall not be relieved of any obligation or liability hereunder arising prior to the consummation of such Transfer. As promptly as practicable after the admission of any Person as a Partner, the books and records of the Partnership shall be changed to reflect such admission. In the event of any admission of a Substitute Partner or Additional Partner pursuant to this Section 3.03(a), this Agreement shall be deemed amended to reflect such admission, and any formal amendment of this Agreement (including Schedules A and B hereto) in connection therewith shall only require execution by the General Partner and such Substitute Partner or Additional Partner, as applicable, to be effective. (b) If a Partner shall Transfer all (but not less than all) its Interests, the Partner shall thereupon cease to be a Partner of the Partnership; provided, however, that any such Partner shall not cease to be a Partner until a Transferee of such Partner's Interests is admitted to the Partnership as a Substitute Partner pursuant to Section 3.03(a).

14 ARTICLE IV Reports SECTION 4.01. Reports to Partners. (a) Within 30 days after the end of each of the first three fiscal quarters of a Fiscal Year, the Partnership shall deliver to each Partner (i) unaudited consolidated balance sheets of the Partnership and its consolidated subsidiaries as at the end of such quarter and the related consolidated statements of income, statements of cash flow and changes in financial position of the Partnership for the period from the beginning of such quarter to the end of such quarter, prepared on a basis consistent with the audited financial statements of the Partnership and its consolidated subsidiaries, subject to changes resulting from audit and normal year-end adjustments and (ii) a certificate executed by the chief financial officer and Tax Matters Partner of the Partnership certifying compliance by the Partnership with the provisions set forth in Section 5.05. (b) Within 80 days after the end of each Fiscal Year, the Partnership shall deliver to each Partner audited consolidated balance sheets of the Partnership and its consolidated subsidiaries as at the end of such Fiscal Year and the related consolidated statements of income, statements of cash flow and changes in financial position of the Partnership for such Fiscal Year, all in reasonable detail and accompanied by a report thereon of the Partnership's independent auditors as to such consolidated financial statements presenting fairly the financial position of the Partnership and its consolidated subsidiaries as at the dates indicated, and as to such audit having been made in accordance with generally accepted auditing standards. Concurrently with the delivery of such annual financial statements, the General Partner shall deliver (i) a statement to each Partner of the balance of each Partner's Capital Account and (ii) a certificate executed by the chief financial officer and Tax Matters Partner of the Partnership certifying compliance by the Partnership with the provisions set forth in Section 5.05. SECTION 4.02. Tax Information. The General Partner shall timely cause to be prepared, at the expense of the Partnership, all Federal, state, local and foreign tax returns (including information returns) of the Partnership and its subsidiaries, which may be required by a jurisdiction in which the Partnership or its subsidiaries operate or conduct business for each year or period for which such returns are required to be filed, and the General Partner shall cause such returns to be timely filed. As

15 soon as practicable after the end of each Fiscal Year, the General Partner shall furnish to each Partner (and each Person to whom Diller has assigned a beneficial interest pursuant to Section 2.07 of the Transaction Agreement) an Internal Revenue Service Schedule K-1 and such other information in the possession of the General Partner as is reasonably requested by such Partner to file any required Federal, state, local and foreign tax returns. SECTION 4.03. Other Information. The Partnership shall make available, on a reasonable basis, the chief financial officer of the Partnership and other officers of the Partnership, as appropriate, to respond to questions of the Limited Partners relating to the financial condition of the Partnership. ARTICLE V Preferred Interests SECTION 5.01. General. As of the Effective Time, USAi shall receive the following Preferred Interests: (a) a preferred partnership interest in the Partnership with an initial Face Value of $750,000,000, having special rights as set forth in this Article V and a preference with respect to distributions (as set forth in Section 8.06) and liquidation (as set forth in Section 13.02) (the "Class A Preferred Interests"), and (b) a perpetual (subject to Section 8.07) preferred partnership interest in the Partnership with an initial Face Value of $1,750,000,000, having special rights as set forth in this Article V and a preference with respect to distributions (as set forth in Section 8.01(a)) and liquidation (as set forth in Section 13.02) (the "Class B Preferred Interests"). SECTION 5.02. Ranking. (a) Except as otherwise provided herein, with respect to periodic distribution rights and rights upon liquidation, dissolution or winding up, the Preferred Interests shall rank (i) junior to the Partnership Debt and any other of the Partnership's future indebtedness and other obligations not incurred in violation of this Agreement, (ii) on parity with one another and (iii) senior to the Common Interests. (b) Other than the Class A Preferred Interests and the Class B Preferred Interests issued pursuant to this

16 Agreement on the Effective Date, no Class A Preferred Interests or Class B Preferred Interests shall be issued. (c) Subject to Section 5.05(a)(i), the Preferred Interests shall be the most senior preferred equity interests in the Partnership. The Preferred Interests shall have no Participation Percentage, and shall not be entitled to participate in distributions made pursuant to Section 8.01(b). SECTION 5.03. PIK Accretion. (a) The Face Value of the Class A Preferred Interests shall accrete at a rate of 5.0% per annum and (b) the Face Value of the Class B Preferred Interests shall accrete at a rate of 1.4% per annum, in each case beginning on the Closing Date, and the Face Value of each such Preferred Interest shall increase accordingly on the last day of each calendar quarter. SECTION 5.04. Consent Right. The consent of the Partners who hold the majority of the aggregate amount of a class of Preferred Interests, determined based on the Face Value thereof, voting as a separate class, shall be required for any amendment, alteration or repeal of the provisions of this Agreement (including by merger, consolidation or otherwise) that would have an adverse effect on the rights of such class or that would be materially adverse to the rights of such Partners under this Agreement. SECTION 5.05. Negative Covenants. (a) For so long as the Class A Preferred Interests are outstanding, the Partnership shall not, and shall not permit any subsidiary of the Partnership, without the prior consent of the Partners holding the Class A Preferred Interests to: (i) issue any equity interests in the Partnership that rank senior to, or pari passu with, the Preferred Interests, or issue any security that is exchangeable for or convertible into any such equity interest; (ii) issue any other preferred equity interests in the Partnership redeemable or exchangeable for or convertible into any equity security of the Partnership or any subsidiary thereof (other than Common Interests), or issue any security that is exchangeable for or convertible into cash, cash equivalents or any such preferred equity interest described in this clause (ii); (iii) Transfer any assets other than in the ordinary course of business of the Partnership unless, (x) at least 50% of the net proceeds of such sale, transfer or

17 disposition are retained or otherwise redeployed by the Partnership or its subsidiaries and (y) at the time of such Transfer the Partnership has a Consolidated Tangible Net Worth of at least $4,000,000,000; (iv) create, incur, assume, guarantee or permit to exist any Indebtedness other than (A) the Partnership Debt or (B) Indebtedness in an aggregate outstanding principal amount not to exceed $800,000,000 at any time; (v) merge with or into or consolidate with (in each case within the meaning of Treasury Regulation Section 1.708-1(c)), or convert into or otherwise become, by any statutory mechanism, any other Person (other than a wholly owned subsidiary of the Partnership), if immediately after giving effect to such merger, consolidation or conversion, the Partnership would be in violation of clause (i) or, unless such covenants shall be inapplicable as provided below, clause (ii), (iii) or (iv) above, or any other provision of this Agreement relating to the Class A Preferred Interests; (vi) liquidate, dissolve or wind up the Partnership; or (vii) become an "investment company" as defined in the Investment Company Act of 1940, as amended. The covenants set forth in this Section 5.05(a), other than those set forth in clause (i), (v), (vi) and (vii) shall not be applicable at a particular time, if at such time the Partnership shall have posted an irrevocable letter of credit in a form that is reasonably acceptable to the Partner holding the Class A Preferred Interests in favor of such Partner (1) in an amount equal to the expected Face Value of the Class A Preferred Interests at maturity and (2) with an expiration date falling no earlier than the maturity date of the Class A Preferred Interests. (b) Unless Vivendi shall have made the election described in Section 7.02(b)(ii) of the Transaction Agreement, for a period of 15 years following the Effective Time, or if a shorter period is set forth in this Section 5.05(b), then for such shorter period, without the consent of USAi, the Partnership shall not: (i) sell or otherwise dispose of all or any part of the assets set forth on Schedule 5.05(b) other than in the ordinary course of business and other than sales

18 or other dispositions of assets the fair market values of which, as of the Effective Time, do not, individually or in the aggregate, exceed $5,000,000; (ii) notwithstanding anything in Sections 8.04 and 13.03 to the contrary, for a period of seven years following the Effective Time, distribute any assets in kind to USAi or USANi Sub, or distribute any of the assets set forth on Schedule 5.05(b); (iii) pay (whether voluntarily or involuntarily) all or any part of the principal amount of the Partnership Debt prior to the maturity of such debt (without giving effect to any acceleration thereof) (provided, however, that beginning 2 years after the Effective Time, the Partnership may, from time to time, pay a part of the principal amount of the Partnership Debt; provided that no such payment shall be permitted to the extent such payment would exceed USAi Sub's tax basis in its interest in the Partnership); (iv) for a period of two years following the Effective Time, make any distributions to USAi or USANi Sub other than distributions permitted under Section 8.01(a) or Section 8.02 or which constitute operating cash flow distributions within the meaning of Treasury Regulation Section 1.707-4(b) (unless the facts and circumstances would clearly establish that any such distribution is part of a sale); (v) change the organizational structure with respect to any Person set forth on Schedule 5.05(b), including, for the avoidance of doubt, taking any action or failing to take any action which action or inaction would cause USAi Cable or Studios USAi (each as defined in the Transaction Agreement) to be treated as other than a partnership for U.S. federal income tax purposes; (vi) cause or permit any Partner or any Person related to a Partner (within the meaning of Treasury Regulation Section 1.752-4(b)) to bear the "economic risk of loss" (within the meaning of Treasury Regulation Section 1.752-2(b)) with respect to the Partnership Debt; or (vii) take any action, or fail to take any action, which action or inaction would cause the Partnership to cease to be qualified as a limited liability limited partnership under and pursuant to the Delaware Act and DRUPA (including any failure to make the annual filings

19 provided under Section 17-214(a)(1) of the Delaware Act and Section 15-1003 of DRUPA). SECTION 5.07. No Other Consent Rights. Except as provided in Sections 5.04 and 5.05, holders of Preferred Interests shall have no voting, approval or consent rights, including with respect to any merger, conversion or consolidation of the Partnership. ARTICLE VI Common Interests SECTION 6.01. General. (a) As of the Effective Time, the participation percentage (the "Participation Percentage") of each Partner's Common Interest shall be as set forth below: Partner Participation Percentage Universal Sub 93.06% USAi 0.54% USANi Sub 4.90% Diller 1.50% (b) Such initial Participation Percentages shall be subject to adjustment as provided in this Article VI. The aggregate outstanding Participation Percentages at all times shall equal 100%, and Participation Percentages shall be adjusted from time to time, pro rata, as necessary to maintain the foregoing. SECTION 6.02. Issuances of Common Interests After the Closing Date. (a) After the Closing Date the Partnership, at the discretion of the Board (or, if no Board shall then be constituted, the General Partner), may issue additional Common Interests in return for additional Capital Contributions. (b) In connection with the issuance of a Common Interest after the Closing Date, the Board shall designate the Participation Percentage associated with such issuance and any other material terms thereof. Upon such issuance, the Participation Percentages of all Common Interests outstanding immediately before such issuance shall be reduced in the aggregate by an amount equal to the Participation Percentage so designated, in proportion to their relative Participation Percentages immediately before such issuance.

20 SECTION 6.03. Preemptive Rights. (a) For so long as USAi and its Affiliates shall have an aggregate Participation Percentage of greater than 1% (or at least 1% in the event that USAi and its Affiliates shall have an aggregate Participation Percentage of no less than 1% due to any reason other than a failure by USAi to exercise its right under this Section 6.03), in connection with any issuance of additional Common Interests by the Partnership to Universal Sub or an Affiliate thereof under Section 6.02(a) prior to the exercise of an USAi Put or an USAi Call, USAi (or USANi Sub) shall have the right to purchase, at the same time, on the same terms and at the same purchase price per Participation Percentage point (or in the event Common Interests are being issued in exchange for property, an amount of cash equal to the fair market value of the property being contributed), an amount of Common Interests (x) equal to a portion of the Common Interests being issued by the Partnership that is in proportion to the relative Participation Percentages of USAi and its Affiliates and Universal Sub and its Affiliates, in each case immediately prior to the issuance giving rise to USAi's rights under this Section 6.03, or (y) such that, after giving effect to such issuance, USAi and its Affiliates would have an aggregate Participation Percentage equal to 1%. (b) In connection with any issuance of additional Common Interests by the Partnership to Universal Sub or an Affiliate thereof under Section 6.02(a) after the exercise of an USAi Put or an USAi Call, if USAi and its Affiliates shall have an aggregate Participation Percentage of at least 1%, USAi (or USANi Sub) shall have the right to purchase, at the same time, on the same terms of such issuance and at the same price per Participation Percentage point (or in the event Common Interests are being issued in exchange for property, an amount of cash equal to the fair market value of the property being contributed), an amount of Common Interests such that, after giving effect to such issuance, USAi and its Affiliates would have an aggregate Participation Percentage equal to 1%. (c) The Partnership shall deliver written notice to USAi of any proposed issuance of Common Interests by the Partnership to Universal Sub and its Affiliates, including the applicable purchase price, the amount offered, the proposed closing date, the place and time for the issuance thereof (which shall be no less than 20 days from the date of such notice) and any other material terms and conditions of the issuance. Within 15 days from the date of receipt of such notice, USAi shall deliver written notice to the Partnership if it intends to exercise its right under

21 Section 6.03(a) or (b). Upon exercising such right, USAi shall be entitled and obligated to purchase the amount of Common Interests determined in accordance with Section 6.03(a) on the terms and conditions of such issuance, and Universal Sub shall be entitled and obligated to purchase the remaining amount of Common Interests in such issuance. Thereafter, the Participation Percentages of all the Partners shall be adjusted in accordance with Section 6.02(a). SECTION 6.04. Other Issuances of Common Interests. (a) For so long as USAi and its Affiliates shall have an aggregate Participation Percentage of at least 1%, in the event that any issuance under Section 6.02(a) to a Person other than Universal Sub or an Affiliate thereof would result in USAi and its Affiliates having an aggregate Participation Percentage of less than 1%, USAi (or USANi Sub) shall have the right to purchase, on the same terms of such issuance and at the same price per Participation Percentage point (or in the event Common Interests are being issued in exchange for property, an amount of cash equal to the fair market value of the property being contributed), an amount of Common Interests such that, after giving effect to such issuance to such Person and to USAi, USAi and its Affiliates would have an aggregate Participation Percentage equal to 1%. (b) The Partnership shall deliver written notice to USAi of such proposed issuance, including the applicable purchase price, the amount offered, the proposed closing date, the place and time for the issuance thereof (which shall be no less than 20 days from the date of such notice) and any other material terms and conditions of the issuance. Within 15 days from the date of receipt of such notice, USAi shall deliver written notice to the Partnership if it intends to exercise its right under Section 6.04(a). Upon exercising such right, USAi shall be entitled and obligated to purchase the amount of Common Interests determined in accordance with Section 6.04(a) on the terms and conditions of such issuance and the third party shall be entitled and obligated to purchase the remaining amount of Common Interests in such issuance. Thereafter, the Participation Percentages of all the Partners shall be adjusted in accordance with Section 6.02(a). SECTION 6.05. Contribution of Assets or Capital Stock by Universal Sub. In connection with an acquisition by Universal Sub or an Affiliate thereof of equity securities or assets of one or more third parties engaged in the Business or any related business in which Universal Sub or its Affiliate issued shares of capital stock or paid cash

22 or other consideration to such third party, Universal Sub or its Affiliate may, in its sole discretion and upon the approval of the Board (or, if no Board shall then be constituted, the General Partner), either (i) contribute such acquired equity securities or assets to the Partnership in return for cash or, to the extent permitted under Section 5.05, a promissory note with a principal amount equal to the aggregate value (determined as set forth below) of the consideration paid by Universal Sub or its Affiliate for such equity securities or assets or (ii) contribute such acquired equity securities or assets to the Partnership in return for Common Interests in the Partnership in accordance with Section 6.02(a), subject to the provisions of Section 6.03. The "purchase price" for any such Common Interests shall be deemed to be (i) in the case of a contribution of equity securities or assets to the Partnership on or prior to the first anniversary of the acquisition by Universal Sub or an Affiliate of such equity securities or assets, the value of the consideration paid by Universal Sub or its Affiliate for such equity securities or assets, which consideration shall be valued at the same time it was valued under the terms of the agreement with the applicable third party, and (ii) in the case of a contribution of equity securities or assets to the Partnership following the first anniversary of the acquisition by Universal Sub or an Affiliate of such equity securities or assets, the fair market value of such contributed equity securities or assets. SECTION 6.06. Consent Right. Except for the General Partner, no holder of Common Interests shall have any voting, approval or consent rights, including with respect to any merger, conversion or consolidation of the Partnership; provided, however, that (i) at all times a Partner holding Common Interests shall have the right to consent to any amendment, alteration or repeal of this Agreement that would have an adverse effect on the rights of such Partner hereunder and (ii) for so long as an USAi Put or an USAi Call has not been exercised and USAi has not exercised its rights under Section 6.03(a)(y), the consent of USAi shall be required prior to: (x) the entering into, terminating, modifying or extending of any agreement, transaction or relationship between the Partnership and any Affiliate of Vivendi that is not on an arm's-length basis, and (y) the making of distributions in respect of, redeeming, repurchasing or otherwise acquiring any Common Interests of Universal Sub or any of its Affiliates, other than pro rata distributions, redemptions, repurchases and acquisitions.

23 SECTION 6.07. Assignees of Diller Common Interests. Any holder of a beneficial interest in Common Interests that shall have received such interest as an assignee of Diller pursuant to Section 2.07 of the Transaction Agreement hereby irrevocably appoints Diller (or his executor, administrator or trustee, as the case may be) as its or his designated representative for all purposes under this Agreement and agrees (except to the extent otherwise provided in Section 4.02) that (a) any action taken or waived by, or binding upon, Diller (or his executor, administrator or trustee, as the case may be) with respect to Diller's Common Interests (including the provisions set forth in Section 10.03) shall be deemed taken or waived by, and binding upon, such assignee with respect to such assignee's beneficial interest in Diller's Common Interests, (b) such assignee shall have no right to deal directly with the Partnership or its Partners and the Partnership and its Partners shall deal solely with Diller in respect of all matters relating to such assignee's interest in the Partnership, as if such assignment had never occurred, including in respect of the provision of information, the giving of notices and the payment of money, (c) such assignee shall have no right to attend Partnership meetings, (d) all rights of a holder of Common Interests under this Agreement or otherwise in connection with the Partnership shall be exercisable only by Diller (or his executor, administrator or trustee, as the case may be) and (e) such assignee shall in all respects be subject to the same terms under this Agreement (other than Section 9.04) as Diller is subject to hereunder. The General Partner shall treat any holder of a beneficial interest in Common Interests who received such interest as an assignee of Diller pursuant to Section 2.07 of the Transaction Agreement as a Partner in the Partnership for income tax purposes with an interest in the Partnership corresponding to such beneficial interest. ARTICLE VII Capital Accounts, Allocations of Profit and Loss and Tax Matters SECTION 7.01. Capital Accounts. (a) The Partnership shall establish a separate capital account (a "Capital Account") in respect of each Common Interest and Preferred Interest held by each Partner on the books of the Partnership. The Capital Account of a Partner shall be increased by (i) the amount of money contributed by that Partner to the Partnership, (ii) the fair market value of property contributed by that Partner to the Partnership (net

24 of liabilities related to such contributed property that the Partnership is considered to assume or take subject to under Section 752 of the Code) and (iii) allocations to that Partner pursuant to Section 7.02 of profit, income and gain (or items thereof). The Capital Account of a Partner shall be decreased by (i) the amount of money distributed to that Partner by the Partnership, (ii) the fair market value of property distributed to that Partner by the Partnership (net of liabilities related to such distributed property that such Partner is considered to assume or take subject to under Section 752 of the Code) and (iii) allocations to that Partner pursuant to Section 7.02 of loss, expense and deduction (or items thereof). (b) In the event that a Partner Transfers its Interest in accordance with the provisions of this Agreement, the Transferee of such Interest shall succeed to the Capital Account of the Transferor attributable to such Interest. (c) Upon the occurrence of any event specified in Treasury Regulation Section 1.704-1(b)(2)(iv)(f), the Capital Accounts of the Partners shall be adjusted to reflect the fair market value of the Partnership's property at such time and in such manner as provided in such Regulation. (d) No Partner shall be entitled to withdraw capital or receive distributions except as specifically provided herein. No Partner shall have any obligation to the Partnership, to any other Partner or to any creditor of the Partnership to restore any negative balance in the Capital Account of such Partner. (e) The foregoing provisions and the other provisions of this Agreement relating to the maintenance of Capital Accounts are intended to comply with the Treasury Regulations promulgated under Section 704(b) of the Code and shall be interpreted and applied in a manner consistent with such Treasury Regulations. SECTION 7.02. Allocations of Net Income and Net Loss. (a) General. (i) Except as otherwise provided in this Section 7.02, Net Income shall be allocated to the extent thereof: (A) first, if any Net Loss has been allocated to the holders of Preferred Interests under Section 7.02 (a)(ii)(B), to the holders of Preferred Interests pro rata in proportion to the amount of Net Loss so allocated until the aggregate Net Income allocated

25 under this paragraph (A) shall equal the aggregate amount of such Net Loss; (B) second, to the holders of Preferred Interests pro rata until the aggregate amount allocated under this paragraph (B) equals a return of 5% per annum on the Face Value of their Preferred Interests; (C) third, if any Net Loss has been allocated to the holders of Common Interests under Section 7.02(a)(ii)(A) or (C), to the holders of Common Interests pro rata in proportion to the amount of Net Loss so allocated until the aggregate Net Income allocated under this paragraph (C) shall equal the aggregate amount of such Net Loss; and (D) fourth, to the Partners in accordance with their Participation Percentages. (ii) Net Loss shall be allocated to the extent thereof: (A) first, to the holders of Common Interests pro rata to the extent of their respective Capital Accounts; (B) second, to the holders of Preferred Interests pro rata to the extent of their respective Capital Accounts; and (C) third, to the Partners in accordance with their Participation Percentages. (b) Minimum Gain Charge Back. The Partnership shall allocate items of profit among the Partners at such times and in such amounts as necessary to satisfy the minimum gain charge back requirements of Treasury Regulation Sections 1.704-2(f) and 1.704-2(i)(4). (c) Allocation of Deductions Attributable to Partner Nonrecourse Liabilities. Any nonrecourse deductions attributable to a "partner nonrecourse liability" (as defined in Treasury Regulation Section 1.704-2(b)(4)) shall be allocated among the Partners that bear the economic risk of loss for such Partner's nonrecourse liability under Treasury Regulation Section 1.752-2 in accordance with the ratios in which such Partners share such economic risk of loss and in a manner consistent with the requirements of Treasury Regulation Sections 1.704-2(c), 1.704-2(i)(2) and 1.704-2(j)(1).

26 (d) Qualified Income Offset. The Partnership shall specially allocate items of profit and loss when and to the extent required to satisfy the "qualified income offset" requirement within the meaning of Treasury Regulation Section 1.704-1(b)(2)(ii)(d). (e) Curative Allocations. The allocations set forth in Sections 7.02 (b), (c) and (d) (the "Regulatory Allocations") are intended to comply with certain requirements of the Treasury Regulations. It is the intent of the Partners that, to the extent possible, the Partnership shall make such special allocations of Partnership income, gain, loss or deduction so that, after such allocations are made, each Partner's Capital Account balance is, to the greatest extent possible, equal to the Capital Account balance such Partner would have had if the Regulatory Allocations were not part of the Agreement and all Partnership items were allocated pursuant to Section 7.02(a) and (f) hereof. (f) Allocations in Liquidation and upon Maturity of Class A Preferred Interests. Upon a dissolution of the Partnership in accordance with Article XIII, the Net Income or Net Loss (or items of profit, income, gain, loss, deduction and expense) of the Partnership shall be allocated to the Partners so that the balance in each Partner's Capital Account as of the date of dissolution shall equal the amount distributable to such Partner pursuant to Section 13.02. In the case of any distribution made at the maturity of a Class A Preferred Interest in accordance with Section 8.06, Net Income or Net Loss (or items of profit, income, gain, loss, deduction and expense) for the taxable period of the Partnership in which such distribution is made shall be allocated so that the Capital Account of each holder of such Class A Preferred Interest shall, as of the date of distribution, equal the amount to be distributed to such holder pursuant to Section 8.06. SECTION 7.03. Allocations of Net Income and Net Loss for Federal Income Tax Purposes. Except as provided in the following sentence, profit, income, gain, loss, deduction and expense as determined for Federal income tax purposes shall be allocated among the Partners in the same proportions as the corresponding items of "book" profit, income, gain, loss, deduction and expense are allocated among such Partners pursuant to Section 7.02. Notwithstanding the foregoing sentence, Federal income tax items relating to any Section 704(c) Property shall be allocated among the Partners in accordance with Section 704(c) of the Code and Treasury Regulation Section 1.704-3(c) to take into account the difference

27 between the fair market value and the tax basis of such Section 704(c) Property as of the date of its contribution to the Partnership or its revaluation pursuant to Section 7.01(c) using the "traditional method" as described in Treasury Regulation Section 1.704-3(b). Items described in this Section 7.03 shall neither be credited nor charged to the Partners' Capital Accounts. SECTION 7.04. Allocation of the Partnership Debt. The Partners acknowledge that, for purposes of Section 752 of the Code and in accordance with Treasury Regulation 1.752-3(a)(3), and consistent with allocations of other significant items of Partnership income or gain, 100% of the Partnership Debt shall be allocated pro rata among the Partners holding the Preferred Interests. SECTION 7.05. Elections. Except as otherwise expressly provided herein, all elections required or permitted to be made by the Partnership under the Code or other applicable tax law (including any election under Section 754 of the Code), and all material decisions with respect to the calculation of its taxable income or tax loss for tax purposes under the Code or other applicable tax law, shall be made in such manner as may be determined by the General Partner. SECTION 7.06. Fiscal Year. The fiscal year of the Partnership for tax and accounting purposes ("Fiscal Year") shall be the 12-month (or shorter) period ending on December 31 of each year, unless otherwise determined by the Board. SECTION 7.07. Withholding Requirements. Notwithstanding any provision herein to the contrary, the General Partner is authorized to take any and all actions that are necessary or appropriate to ensure that the Partnership satisfies any and all withholding and tax payment obligations under Section 1441, 1445, 1446 or any other provision of the Code or other applicable law. Without limiting the generality of the foregoing, the General Partner may withhold any amount that it determines is required to be withheld from amounts otherwise distributable to any Partner pursuant to this Agreement; provided, however, that such amount shall be deemed to have been distributed to such Partner for purposes of applying this Agreement. Each Partner will timely provide any certification or file any agreement that is required by any taxing authority in order to avoid any withholding obligation that would otherwise be imposed on the Partnership.

28 SECTION 7.08. Tax Matters Partner. The General Partner shall act as the "Tax Matters Partner" of the Partnership within the meaning of Section 6231(a)(7) of the Code and in any similar capacity under applicable state or local tax law. The Tax Matters Partner shall not be liable in its capacity as such to the Partnership or the Partners for any losses, claims or damages. All reasonable out-of- pocket expenses incurred by the Tax Matters Partner while acting in such capacity shall be paid or reimbursed by the Partnership. ARTICLE VIII Distributions SECTION 8.01. Distributions. (a) The Partnership shall make cumulative preferential distributions to holders of the Class B Preferred Interests at a rate of 3.6% per annum of the Face Value of such holder's Preferred Interests (without taking into account any adjustments thereto made on the date of such distribution), which distributions shall begin to accrue on the Closing Date. Distributions shall be payable in cash in quarterly installments on the last Business Day of each calendar quarter. Any delay or deferral of distributions required by this Section 8.01 or Section 8.02, including upon a breach of this Section 8.01(a), shall accrue interest commencing on the applicable due date and continuing through to the date of payment at an annual rate equal to USAi's effective cost of borrowing, expressed as a percentage, as of the applicable due date. (b) At the times and in the amounts determined by the General Partner, subject to Section 5.05(b), the Partnership may make distributions to holders of Common Interests pro rata in accordance with the respective Participation Percentages of such Common Interests; provided that no distributions may be made with respect to the Common Interests unless all past due distributions on the Preferred Interests have been made as of the date of payment. (c) To the extent any distribution to a Partner provided herein in respect of a Common Interest or a Preferred Interest would exceed the balance of such Partner's Capital Account relating to such Common Interest or Preferred Interest, the distribution of such excess shall be deferred and shall be made (prior to any other distribution pursuant to this Section 8.01) when and to the extent that the balance of such Capital Account is increased.

29 SECTION 8.02. Tax Distributions. The Partnership shall, as soon as practicable after the close of each taxable year, make cash distributions to each Partner in an amount equal to the product of (a) the amount of taxable income allocated to such Partner for such taxable year pursuant to Section 7.02, reduced by the amount of taxable loss allocated to such Partner for all prior taxable years (except to the extent such taxable losses have previously been taken into account under this sentence) and (b) the highest aggregate marginal statutory Federal, state, local and foreign income tax rate (determined taking into account the deductibility of state and local income taxes for Federal income tax purposes and the creditability or deductibility of foreign income taxes for Federal income tax purposes) applicable to any Partner. SECTION 8.03. General Limitations. (a) Notwith standing anything in this Agreement to the contrary, the Partnership, and the General Partner on behalf of the Partnership, is not required to make any distributions except to the extent permitted under the Delaware Act. (b) Holders of Preferred Interests shall not be entitled to any distributions in excess of the distributions set forth in this Article VIII and Article XIII. SECTION 8.04. Distributions in Kind. The Partnership shall not distribute any assets in kind, except as provided in Section 13.03. SECTION 8.05. Closing Date Distribution. At the Effective Time, the Partnership shall use the net proceeds of the Partnership Debt to make a cash distribution to USANi Sub in the amount of $1,618,710,396. SECTION 8.06. Distribution Upon Maturity of Class A Preferred Interests. On the twentieth anniversary of the Closing Date (the "Maturity Date"), the Class A Preferred Interests shall be redeemed by the Partnership by payment to the holder thereof of a distribution in cash equal to the Face Value thereof as of such date (after taking into account any accretion in the Face Value pursuant to Section 5.03 through and including the date of redemption). Following such payment, the Class A Preferred Interests shall cease to be outstanding and all the rights of the holders thereof shall cease. SECTION 8.07. Put/Call Rights with Respect to Class B Preferred Interests. (a) Beginning on the twentieth anniversary of the Closing Date, (i) subject to Section 160 of the Delaware General Corporation Law, Vivendi and/or

30 Universal shall have the right to purchase all (but not less than all) the Class B Preferred Interests of USAi and its Affiliates (the "USAi Preferred Call"), and (ii) USAi shall have the right to require Universal to purchase all (but not less than all) its and its Affiliates' Class B Preferred Interests (the "USAi Preferred Put"), in each case at a purchase price equal to (A) a number of shares of USAi Common Shares equal to the lesser of (x) the number of shares (rounded up to the nearest whole share) of USAi Common Shares having a Market Value equal to the Face Value as of such date (after taking into account any accretion in the Face Value pursuant to Section 5.03 through and including such date) of the Class B Preferred Interests or (y) 56,611,308 shares of USAi Common Stock (as adjusted for any stock splits, stock dividends or other similar transactions after the Effective Time), and (B) cash equal to any accrued and unpaid distributions pursuant to Section 8.01(a) (collectively, the "Class B Preferred Consideration"). Universal shall have the right to substitute cash for the portion of the USAi Common Shares deliverable in the form of USAi Common Stock as set forth in Section 4.17 of the Transaction Agreement, based on the Market Value of such USAi Common Stock. (b) In the event that USAi Common Shares cease to be outstanding following the Effective Time, references to each USAi Common Share in this Section 8.07 shall refer instead to the cash (plus interest accruing at an annual rate equal to USAi's effective cost of borrowing, expressed as a percentage, as of the applicable date on which such cash is delivered in such exchange or conversion) or other securities or property into which each such USAi Common Share was exchanged for or converted into after the Effective Time, including any successive exchange or conversion. (c) Upon consummation of an USAi Preferred Put or an USAi Preferred Call, the maturity of the Class B Preferred Interests shall be immediately accelerated, and the Class B Preferred Interests shall be redeemed by the Partnership by payment to the holder thereof of a distribution in cash equal to the Face Value thereof as of such date (after taking into account any accretion in the Face Value pursuant to Section 5.03 through and including the date of redemption). Following such payment, the Class B Preferred Interests shall cease to be outstanding and all the rights of the holders thereof shall cease.

31 ARTICLE IX Management of the Partnership SECTION 9.01. General Partner. (a) The business and affairs of the Partnership shall be managed exclusively by the General Partner in a manner consistent with this Agreement, without the need for, except as set forth in Section 5.04, 5.05 or 6.06, any consent or approval of any other Partner. Subject to Section 9.02 and the terms of this Agreement, the General Partner shall have the exclusive power and authority, on behalf of the Partnership, to collect and distribute funds in accordance with Article VIII to make allocations and adjustments in accordance with Article VII and to take any action of any kind not inconsistent with this Agreement and to do anything and everything it deems necessary or appropriate to carry on the business and purposes of the Partnership in a manner consistent with this Agreement. No other Partner shall participate in the management and control of the business of the Partnership, and in no event shall any Partner other than the General Partner have any authority to bind the Partnership for any purpose. Persons dealing with the Partnership are entitled to rely conclusively upon the power and authority of the General Partner. (b) The General Partner is, to the extent of its rights and powers set forth in this Agreement, an agent of the Partnership for the purpose of the Partnership's business, and the actions of the General Partner taken in accordance with such rights and powers shall bind the Partnership. SECTION 9.02. Board; Representatives; Chairman. (a) The General Partner shall be responsible for the establishment of policy and operating procedures with respect to the business and affairs of the Partnership and shall appoint agents or employees, with such titles as the General Partner may select, including a chief executive officer, as officers of the Partnership to act on behalf of the Partnership, with such power and authority as the General Partner may designate from time to time to any such Person. The initial chief executive officer shall serve at his will and at the pleasure of the General Partner, shall report directly to the chief executive officer of the General Partner who shall be the chief executive officer of Vivendi and shall have the same authority to act for the Partnership as a corresponding officer of a Delaware corporation would have to act for a Delaware corporation. Diller shall be the initial chief executive officer of the Partnership. The other officers of the Partnership shall

32 report to the General Partner or the chief executive officer, as determined by the General Partner; provided that, as of the Effective Date and for so long as Diller is the chief executive officer, officers of the Partnership shall report to the chief executive officer. (b) The General Partner may, at its election, appoint a Board of Directors or other governing body (a "Board") to oversee the policy and operating procedures with respect to the business and affairs of the Partnership, provided, however, that the appointment of a Board shall not alter in any respect the reporting obligations of the chief executive officer. In the event that the General Partner appoints a Board, it shall appoint all of the members of the Board (the "Representatives"), which shall include each of Diller as a Representative for so long as he remains an officer of the Partnership and otherwise, one Person designated by USAi and reasonably satisfactory to the General Partner as a Representative for so long as USAi and its Affiliates shall have a Participation Percentage in excess of 1%, provided that an USAi Put or an USAi Call has not been exercised and USAi has not exercised its rights under Section 6.03(a)(y). For so long as Diller is chief executive officer of the Partnership, Diller shall also be Chairman of the Board ("Chairman"). The General Partner, in consultation, with the chief executive officer, shall establish whatever procedures it deems necessary and appropriate for operating and governing the business of the Partnership. (c) No Representative shall be entitled to any fee, remuneration, compensation or expense reimbursement in connection with their service at Board meetings. SECTION 9.03. Expenses. (a) The Partnership shall pay or reimburse the General Partner for all out-of- pocket expenses reasonably incurred by the General Partner in performing its duties as the General Partner. Except as provided in Section 7.08 and this Section 9.03, the General Partner shall not be entitled to any salary or other compensation for its services to the Partnership as General Partner. (b) The Partnership shall pay or reimburse Diller and any other USAi employee who is an officer of the Partnership for all out-of-pocket expenses directly related to the performance by Diller or such other Person of his duties as an officer of the Partnership. SECTION 9.04. Agreement Not To Compete. (a) Diller understands that the Partnership shall be

33 entitled to protect and preserve the going concern value of USAi's Existing Business (as "Existing Business" is defined in the Transaction Agreement) and the Partnership to the extent permitted by law and that Universal would not have entered into this Agreement absent the provisions of this Section 9.04 and, therefore, for a period from the Closing Date until the date that is the earlier of (A) the later of (1) 18 months after the Closing Date and (2) six calendar months after the date upon which Diller ceases to be the chief executive officer of the Partnership and (B) three years after the Closing Date, Diller shall not, and shall cause each of its Affiliates not to, directly or indirectly: (i) engage in the Restricted Business or acquire any interest in any Person engaged in the Restricted Business; and (ii) (A) solicit, recruit or hire any employees of USAi's Existing Business or the Partnership or Persons who have worked for USAi's Existing Business or the Partnership, in each case other than employees who perform solely clerical functions for such Persons, (B) solicit or encourage any employee of USAi's Existing Business or the Partnership to leave the employment of USAi's Existing Business or the Partnership, in each case other than employees who perform solely clerical functions for such Persons, and (C) disclose or furnish to anyone any confidential information relating to USAi's Existing Business or the Partnership or otherwise use such confidential information for its own benefit or the benefit of any other Person; provided that the non-solicitation provisions of clauses (A) and (B) shall be deemed not breached by any advertisement or general solicitation that is not specifically targeted at the employees or Persons referred to therein; provided that, if at any time after 18 months after the Closing Date, Diller resigns as chief executive officer of the Partnership for Good Reason or Diller's employment is terminated without Cause, then the restrictions set forth in this Section 9.04(a) shall cease to apply on and from the effective date of such resignation or termination. (b) This Section 9.04 shall be deemed not breached as a result of (i) the ownership by Diller or any of his Affiliates of interests in the Partnership, or of investments in any class of stock of any entity, public or private, engaged, directly or indirectly, in the Restricted Business so long as Diller does not serve as a director, an

34 officer, a consultant or as an employee of such entity and is not otherwise engaged in the management or operations of such entity, (ii) Diller's engagement in not-for-profit or charitable activities related to the Business, whether on boards or otherwise, (iii) ownership of Vivendi Ordinary Shares as the result of the exercise of a Put or a Call or (iv) Diller's position as a member of any board of directors (including on any committees thereof) on which he is a board member on the date hereof. (c) Diller agrees that the covenant in Section 9.04(a) is reasonable with respect to its duration and scope. If, at the time of enforcement of this Section 9.04, a court holds that the restrictions stated herein are unreasonable under the circumstances then existing, the parties hereto agree that the period and scope legally permissible under such circumstances will be substituted for the period and scope stated herein. ARTICLE X Transfers of Interests SECTION 10.01. Restrictions on Transfers. (a) Except as permitted in this Article X, without the prior written consent of the General Partner, neither USAi nor Diller shall directly or indirectly Transfer all or any part of their respective Interests, or any rights to receive capital, profits or distributions of the Partnership pursuant thereto. To the fullest extent permitted by law, any such Transfer in violation of this Agreement shall be null and void. (b) It shall be a condition to any Transfer not prohibited by this Article X that such Transfer shall comply with the provisions of the Securities Act and applicable state securities laws. Until any Interest has been registered under the Securities Act, such Interest may not be offered or sold except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and applicable state securities laws. (c) It shall also be a condition to any Transfer not prohibited by this Article X that no applicable law or judgment issued by any governmental entity shall be in effect, and all consents of, or declarations or filings with, or expirations of waiting periods imposed by, any governmental entity necessary for the consummation of such Transfer shall have been obtained or filed or shall have

35 occurred, and each Partner agrees to cooperate with the other Partners to provide such information and make such filings as shall be necessary to satisfy as promptly as practicable the foregoing conditions in connection with a proposed Transfer. SECTION 10.02. Transfers Permitted at any Time. (a) At any time and from time to time, so long as such Transfer would not reasonably be expected to result in any materially adverse tax consequences to any other Partners, (i) USAi or USANi Sub may Transfer all, but not less than all, of its Interest to USAi or a wholly owned subsidiary of USAi (including any subsidiary that is not wholly owned solely as a result of the fact that Home Shopping Network, Inc. is not a wholly owned subsidiary of USAi, so long as Liberty and USAi remain the only shareholders of Home Shopping Network, Inc. and Light's ownership percentage of Home Shopping Network, Inc. does not increase materially from its interest as of the Closing Date) and USANi Sub may Transfer all, but not less than all, of its Interest to a wholly owned subsidiary of Universal Sub and (ii) USAi or USANi Sub may pledge or grant a security interest in, or place in trust, its Preferred Interests in connection with a bona fide indebtedness or hedging transactions; provided, however, that the terms of such indebtedness or hedge shall not permit or enable under any circumstance, including in the event of a default thereunder, the pledgee of such indebtedness or party to such hedge to foreclose upon or otherwise acquire any Preferred Interests, it being understood that USAi, USANi Sub and/or one of their wholly owned subsidiaries shall in all cases be the only holder(s) of the Preferred Interests. (b) In respect of holders of Interests that are individuals, a Transfer may be made upon or subsequent to the death of such holder to the executors, administrators, legatees or beneficiaries of such deceased holder, provided that such transferees shall (i) in aggregate be treated as a single Partner for all purposes under this Agreement and (ii) upon such Transfer, sign a counterpart to this Agreement or other similar document of accession, in each case in a customary form, agreeing to be bound by the terms of this Agreement (other than Section 9.04) to the same extent that the transferor was so bound. SECTION 10.03. Put/Call Rights. (a)(i) At any time, and from time to time, after the fifth anniversary of the Closing Date, Universal shall have the right to purchase all (but not less than all) the Common Interests of USAi and its Affiliates (the "USAi Call"), and (ii) at any time, and from time to time, after the eighth anniversary of the

36 Closing Date, USANi Sub shall have the right to require Universal to purchase all (but not less than all) its and its Affiliates' Common Interests (the "USAi Put"), in each case at a purchase price equal to the Appraised Value thereof. Notwithstanding the foregoing, for so long as USAi or its Affiliates shall be the holder of any Preferred Interests, at the election of USANi Sub, any Call or Put under this Section 10.03(a) shall only be applicable to a portion of the Common Interests of USANi Sub and its Affiliates such that upon the consummation of the applicable purchase and sale USAi and its Affiliates would retain a Participation Percentage of 1%, and in such event the determination of Appraised Value shall only apply to the portion of the Common Interests of USAi and its Affiliates subject to such Call or Put. (b)(i) At any time after the first anniversary of the Closing Date, Diller (or his executor, administrator or trustee, as the case may be) shall have the right to sell all (but not less than all) its Common Interests to Universal (the "Diller Put"), and (ii) at any time after the later of (A) the second anniversary of the Closing Date and (B) such time that Diller is no longer chief executive officer of the Partnership, Universal shall have the right to purchase all (but not less than all) the Common Interests of Diller (the "Diller Call"), in each case at a purchase price equal to the greater of (x) the Appraised Value thereof and (y) $275,000,000. In the event that Diller's employment is terminated without Cause or as a result of his death, Diller terminates his employment for Good Reason or Diller becomes Disabled, the Diller Put shall become thereafter exercisable (by Diller, or his executor, administrator, or trustee, as the case may be) immediately upon such termination or upon becoming Disabled. (c) A Call or a Put may be exercised by the applicable Partner by providing notice to the other Partner in accordance with Section 14.01. The purchase and sale of the Selling Partner's Common Interests shall be consummated at a closing the date and time of which shall be selected by the Purchasing Partner and provided in writing at least seven days prior thereto; provided that such date shall not be later than the 20th Business Day following the date of the determination of the Appraised Value. Except as set forth in Section 10.03(e), at such closing, the Purchasing Partner shall cause to be paid to the Selling Partner the applicable purchase price, by wire transfer of immediately available funds, against delivery by the Selling Partner of one or more duly executed assignments and bills of sale (in form and substance reasonably satisfactory to the Purchasing Partner, but in any event which shall not include any

37 provision for indemnification) assigning its Common Interests to the Purchasing Partner, free and clear of any Liens. (d) The Appraised Value shall be determined as follows: (i) subject to clause (iii) below, within 15 days from the date of notice given pursuant to Section 10.03(c), the Selling Partner and the Purchasing Partner shall each notify the other and the Partnership in writing of their respective selection of an Investment Bank; provided that if either such party fails to notify the other of its selection within such period, the determination of the Appraised Value of such Common Interests shall be rendered by the single Investment Bank already selected, within 45 days from the date of its selection, by notice to all the foregoing parties, and such determination shall be deemed to be the Appraised Value of such Common Interests and shall be final for purposes hereof; (ii) within 45 days from the date of their selection, the Selling Partner's Investment Bank and the Purchasing Partner's Investment Bank shall jointly notify the Selling Partner and the Purchasing Partner in writing of their determination of the Appraised Value of such Common Interests (determined as set forth in the definition thereof), or, if such Investment Banks are unable to agree on such a value (unless the lower individual valuation is within 10% of the higher individual valuation, in which case the two valuations shall be averaged), of their selection of a third Investment Bank, in which case such Investment Banks shall notify such third Investment Bank in writing of their respective determinations of the Appraised Value concurrently with the delivery of the notice described above, following which such third Investment Bank shall, within 30 days, notify all of the foregoing parties of its selection of one of the two original determinations of the Appraised Value, (the "Selected Appraisal"), which Selected Appraisal shall be chosen by such third Investment Bank based on its determination that the Selected Appraisal more closely reflected the Appraised Value of such Common Interests (determined as set forth in the definition thereof) than the other original determination. The Selected Appraisal shall be deemed to be the Appraised Value of such Common Interests and shall be final for purposes hereof. The costs of such determination process shall

38 be borne equally by the Purchasing Partner and the Selling Partner; and (iii) if at any time prior to the second anniversary of the Closing Date Diller ceases to serve as the chief executive officer of the Partnership, Universal and Diller shall promptly initiate the process set forth in clauses (i) and (ii) above to determine the Appraised Value of the Partnership as of the time of such cessation, and such Appraised Value shall be deemed to be the Appraised Value of the Partnership with respect to the subsequent exercise of a Diller Put or a Diller Call. (e) At the election of the Purchasing Partner, payment of the purchase price upon the exercise of a Call or a Put may be made in Vivendi Ordinary Shares having a Market Value at the time of closing equal to the applicable purchase price set forth in Section 10.03(a) or Section 10.03(b), in which case the Selling Partner shall be entitled to the rights set forth in Section 10.03(f) and 10.03(g). At the closing of any Put or Call pursuant to this Section 10.03(e), Universal shall deliver to USAi or Diller, as the case may be, validly issued Vivendi Ordinary Shares (or, if Diller requests, other common equity securities of Vivendi listed on an exchange other than that on which the Vivendi Ordinary Shares are listed and representing an equivalent number of Vivendi Ordinary Shares) free and clear of all Liens (other than Permitted Liens). The ability of any successor or new parent entity to Vivendi to issue shares hereunder shall be subject to (i) satisfaction of the trading volume provisions of the definition of Vivendi Ordinary Shares and (ii) the Selling Partner receiving less than 5% of the outstanding common stock or ordinary shares of such successor or new parent entity in such issuance. (f) (i) Vivendi shall provide the Selling Partner with, and the Selling Partner shall be entitled to, customary registration rights relating to any Vivendi Ordinary Shares received pursuant to Section 10.03(e) (including the ability to transfer registration rights (but not to exceed in the aggregate the total number of registration rights to which the Selling Partner is entitled under Section 10.3(f)(ii) in connection with the sale or other disposition of all or a portion of its Vivendi Ordinary Shares). In the event Vivendi Ordinary Shares are listed or quoted on more than one national securities exchange (or Nasdaq), whether in the form of shares, depositary shares or receipts therefor, the Selling Partner may elect the type of security (or combination of

39 securities) to be issued to it (such securities sometimes being referred to in paragraph (g) or this paragraph (f) of Section 10.03 as "Vivendi Ordinary Shares") and such securities shall be issued in an aggregate amount representing the amount of the Vivendi Ordinary Shares that would otherwise have been issued. Vivendi, each of the Partners and the Partnership each hereby agrees to cooperate and use its reasonable best efforts to provide for the prompt marketability of the Vivendi Ordinary Shares to be received hereunder, including, if requested by USAi or Diller, as applicable, through the advance preparation and filing by Vivendi of (x) a registration statement in order that such registration statement may become effective simultaneously with the closing of the Put or Call giving rise to the registration rights under this paragraph (f), and (y) any other regulatory filings or notices. (ii) If requested by a Selling Partner, Vivendi shall be required promptly to cause the Vivendi Ordinary Shares owned by such Selling Partner or its Affiliates to be registered under the Securities Act and/or any applicable securities laws of any foreign jurisdiction in order to permit such Selling Partner or such Affiliate to sell such shares in one or more (but not more than, in the case of USAi, three, and in the case of Diller, two) registered public offerings (each, a "Demand Registration"). Each Selling Partner shall also be entitled to customary piggyback registration rights and, except pursuant to agreements in effect on the date hereof, no other Person shall be entitled to piggyback registration rights with respect to a Selling Partner's Demand Registration, without such Selling Partner's consent. If the amount of shares sought to be registered by a Selling Partner and its Affiliates pursuant to any Demand Registration is reduced by more than 25% pursuant to any underwriters' cutback, then such Selling Partner may elect to request Vivendi to withdraw such registration, in which case, such registration shall not count as one of such Selling Partner's Demand Registrations. If a Selling Partner requests that any Demand Registration be an underwritten offering, then such Selling Partner shall select the underwriter(s) to administer the offering, provided that such underwriter(s) shall be reasonably satisfactory to Vivendi. If a Demand Registration is an underwritten offering and the managing underwriter advises the Selling Partner initiating the Demand Registration in writing that in its opinion the total number or dollar amount of securities proposed to be sold in such offering is such as to materially and adversely affect the success of such offering, then Vivendi will include in such registration, first, the securities of the initiating Selling Partner, and, thereafter, any securities to be sold

40 for the account of others who are participating in such registration (as determined on a fair and equitable basis by Vivendi). In connection with any Demand Registration or inclusion of a Selling Partner's or its Affiliate's shares in a piggyback registration, Vivendi, such Selling Partner and/or its Affiliates shall enter into an agreement containing terms (including representations, covenants and indemnities by Vivendi and such Selling Partner), and shall be subject to limitations, conditions, and blackout periods, customary for a secondary offering by a selling stockholder. The costs of the registration (other than underwriting discounts, fees and commissions, except as provided herein) shall be paid by Vivendi. Vivendi shall pay up to 1% of gross proceeds in the aggregate of any underwriting discounts, fees and commissions related to the registration of shares on the behalf of Diller. (iii) If Vivendi and a Selling Partner cannot agree as to what constitutes customary terms within 10 days of such Selling Partner's request for registration (whether in a Demand Registration or a piggyback registration), then such determination shall be made by a law firm of national reputation mutually acceptable to Vivendi and such Selling Partner. In no event shall the inability of the parties to come to agreement on customary terms delay in any way the registration of a Selling Partner's Vivendi Ordinary Shares hereunder. SECTION 10.04. Tag-Along for Limited Partners for Transfers by Universal. (a) If Universal Sub or any of its Affiliates shall desire to Transfer in one transaction or a series of related transactions Common Interests beneficially owned by the applicable transferor and its Affiliates, other than to a wholly owned subsidiary of such transferor, Universal Sub shall give not less than 10 Business Days' prior written notice to each of the Limited Partners (each, a "Tag-Along Offeree") of such intended Transfer. Such notice (the "Tag-Along Notice") shall set forth the terms and conditions of such proposed Transfer, including the name of the proposed transferee, the amount of Common Interests (and the aggregate Participation Percentage represented thereby) proposed to be Transferred (including the number of securities previously or proposed to be Transferred to the applicable transferee or its Affiliates in a related transaction) (the "Tag-Along Interests"), the purchase price per Common Interest on an equivalent basis proposed to be paid therefor (or if part of a larger transaction, the fair value allocable portion of the total purchase price) and the payment terms and type of Transfer to be effectuated. (b) Within 10 Business Days after delivery of the

41 Tag-Along Notice by Universal Sub to the Tag-Along Offerees, each Tag-Along Offeree shall, by written notice to Universal Sub, have the opportunity and right to sell to the transferee in such proposed Transfer (upon the same terms and conditions as Universal Sub and/or its Affiliates, including the same representations and warranties, covenants, indemnities, holdback and escrow provisions, if any) up to that number of Common Interests beneficially owned by such Tag-Along Offeree as shall represent a Participation Percentage equal to the product of (x) a fraction, (A) the numerator of which is the aggregate Participation Percentage represented by the Tag-Along Interests and (B) the denominator of which is the aggregate Participation Percentage represented by the Common Interests beneficially owned as of the date of the Tag-Along Notice by Universal Sub and its Affiliates, multiplied by (y) the aggregate Participation Percentage represented by the Common Interests beneficially owned by such Tag-Along Offeree and its Affiliates as of the date of the Tag-Along Notice. In the event that the proposed transferee is unwilling to purchase all of the Common Interests that Universal Sub and the Limited Partners propose to Transfer hereunder, the amount of Common Interests to be Transferred by Universal Sub and/or its Affiliates and each of the Limited Partners shall be reduced proportionately. The right of the Tag- Along Offerees shall terminate with respect to that proposed Transfer if not exercised within the period specified in the first sentence of this clause (b). (c) At the closing of any proposed Transfer in respect of which a Tag-Along Notice has been delivered, each Tag-Along Offeree shall deliver to the proposed transferee the Common Interests to be sold hereby duly endorsed, or accompanied by written instruments of transfer in form satisfactory to the proposed transferee, free and clear of all Liens (other than Permitted Liens), and shall receive in exchange therefor the consideration to be paid by the proposed transferee in respect of such Common Interests. ARTICLE XI Limitation on Liability, Exculpation SECTION 11.01. Limitation on Liability. Except as expressly provided herein or in the other Transaction Documents, the debts, obligations and liabilities of the Partnership, whether arising in contract, tort or otherwise, shall be solely the debts, obligations and liabilities of the Partnership, and no Covered Person shall be obligated

42 personally for any such debt, obligation or liability of the Partnership; provided, however, that the foregoing shall not alter each Partner's obligation under the Delaware Act to return funds wrongfully distributed to it. SECTION 11.02. Exculpation of Covered Persons. (a) Except as expressly provided herein or in the Transaction Agreement, no Covered Person shall be liable, including under any legal or equitable theory of fiduciary duty or other theory of liability, to the Partnership or to any other Covered Person for any losses, claims, damages or liabilities incurred by reason of any act or omission performed or omitted by such Covered Person except for any loss, claims, damages or liabilities arising from such Covered Person's fraud. Whenever in this Agreement a Covered Person is permitted or required to make decisions such Covered Person shall make such decisions in good faith having regard to the best interests of the Partnership and shall not be subject to any other or different standard (including any legal or equitable standard of fiduciary or other duty) imposed by this Agreement or any relevant provisions of law or in equity or otherwise. (b) A Covered Person shall be fully protected in relying in good faith upon the records of the Partnership and upon such information, opinions, reports or statements presented to the Partnership, Board or management by any Person as to matters the Covered Person reasonably believes are within such Person's professional or expert competence. SECTION 11.03. Partnership Opportunities. (a) If any of Universal Sub, USAi, Diller or any officer, director, agent, stockholder, member, manager, partner or Affiliate of any of the foregoing acquires knowledge of a potential transaction or matter which may be a Partnership Opportunity (as defined below) or otherwise is then exploiting any Partnership Opportunity, the Partnership shall have no interest in such Partnership Opportunity and no expectancy that such Partnership Opportunity be offered to the Partnership, any such interest or expectancy being hereby renounced, so that, as a result of such renunciation, and for the avoidance of doubt, such Person (i) shall have no duty to communicate or present such Partnership Opportunity to the Partnership, (ii) subject to Section 9.04, shall have the right to hold any such Partnership Opportunity for its (and/or its officers', directors', agents', stockholders', members', managers', partners' or Affiliates') own account or to recommend, sell, assign or transfer such Partnership Opportunity to Persons other than the Partnership or any subsidiary of the Partnership and (iii) subject to Section 9.04, shall not breach any

43 fiduciary or other duty to the Partnership, in such Person's capacity as a Partner or otherwise, by reason of the fact that such Person pursues or acquires such Partnership Opportunity for itself, directs, sells, assigns or transfers such Partnership Opportunity to another Person, or does not communicate information regarding such Partnership Opportunity to the Partnership. (b) Notwithstanding the provisions of this Section 11.03, the Partnership does not renounce any interest or expectancy it may have in any Partnership Opportunity that is offered to an officer of the Partnership and who is also a director or officer of Universal Sub, USAi or the respective Affiliates of Vivendi or USAi if such opportunity is expressly offered to such person in his or her capacity as an officer of the Partnership. (c) For purposes of this Section 11.03 only, the terms (i) "Partnership" shall mean the Partnership and, except where the context requires otherwise, shall also include all corporations, partnerships, joint ventures, associations and other entities in which the Partnership beneficially owns (directly or indirectly) 50% or more of the outstanding voting stock, voting power, partnership or membership interests or similar voting interests, and (ii) "Partnership Opportunity" shall mean an investment or business opportunity or prospective economic advantage in which the Partnership could, but for the provisions of this Section 11.03, have an interest or expectancy. (d) Except as otherwise expressly provided in Section 9.04, in Section 4.13 of the Transaction Agreement or in any other agreement to which the Partners may be a party, (i) the Partners and their officers, directors, agents, stockholders, members, managers, partners and Affiliates may engage or invest in, independently or with others, any business activity of any type or description, including those that might be the same as or similar to the Partnership's business or the business of any subsidiary of the Partnership, (ii) none of the Partnership, any subsidiary of the Partnership or any Person beneficially owning Common Interests shall have any right in or to such business activities or ventures or to receive or share in any income or proceeds derived therefrom and (iii) to the extent required by applicable law in order to effectuate the purpose of this Section 11.03, the Partnership shall have no interest or expectancy, and specifically renounces any interest or expectancy, in any such business activities or ventures. SECTION 11.04. Indemnification. (a) The

44 Partnership shall, to the fullest extent authorized under the Delaware Act as the same exists or may hereafter be amended (but, in the case of any such amendment, only to the extent that such amendment permits the Partnership to provide broader indemnification rights than said law permitted the Partnership to provide prior to such amendment), indemnify and hold harmless any Covered Person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit, investigation or proceeding, whether civil, criminal or administrative by reason of the fact that he or a Covered Person of whom he is the legal representative is or was a Representative or officer of the Partnership, or is or was a Representative or officer of the Partnership serving at the request of the Partnership as a Representative, officer or employee of another partnership, corporation, joint venture, trust or other enterprise (whether the basis of such proceeding is alleged action in an official capacity as a Representative or officer or in any other capacity while serving as a Representative or officer) against all expenses, liability and loss (including attorneys' fees, judgments, fines or penalties and amounts paid or to be paid in settlement) reasonably incurred or suffered by him in connection therewith, except in a case where such expenses, liabilities or losses resulted from the fraud of such indemnified Person. The right to indemnification conferred in this Agreement shall be a contract right and shall include the right to be paid by the Partnership the expenses incurred in defending any such proceeding in advance of its final disposition, such advances to be paid by the Partnership within 20 days after the receipt by the Partnership of a statement or statements from the claimant requesting such advance or advances from time to time. (b) At all times from and after the Effective Time, the Partnership shall either maintain directors' and officers' liability insurance covering the officers and Representatives entitled to indemnification under this Section 11.04 or ensure that such officers and Representatives are covered in policies maintained by Vivendi, Universal Sub or their Affiliates, in each case providing coverage for reasonable amounts and on customary terms. ARTICLE XII Events of Withdrawal; Bankruptcy of a General Partner SECTION 12.01. Events of Withdrawal. Except as otherwise provided in this Agreement, no Partner shall

45 withdraw from the Partnership. SECTION 12.02. Bankruptcy of a General Partner. (a) In the event of the Bankruptcy of the General Partner (the "Bankrupt Partner"), then the Partnership shall be dissolved unless it is continued without dissolution in accordance with Section 13.01(c)(iii). (b) In the event a new General Partner is appointed, the Bankrupt Partner shall become a Limited Partner and shall have (x) no right to participate in the management of the Partnership or the business and affairs of the Partnership, and (y) the same interest in all items of income, gain, loss, deduction or credit of the Partnership to the same extent as if such Bankruptcy had not occurred. Upon the occurrence of the Bankruptcy of any General Partner, (i) the Bankrupt Partner and the other Partners shall execute such documents as may be necessary or appropriate to carry out the provisions of this Article XII, and (ii) the other Partners are, without necessity of any further action or documentation, hereby appointed attorneys- in-fact of the Bankrupt Partner for the purpose of carrying out the provisions of this Article XII and taking any action and executing any documents which such Partners may deem necessary or advisable to accomplish the purposes hereof, such appointment being irrevocable and coupled with an interest. (c) In the event that the General Partner shall become a "debtor" as defined in the Bankruptcy Code in any case commenced thereunder and at any time during the pendency of such case there shall be appointed (i) a trustee with respect to the Bankrupt Partner under Section 701, 702 or 1104 of the Bankruptcy Code (or any successor provisions thereto), or (ii) an examiner having expanded powers beyond those specifically enumerated in Section 1104(b) of the Bankruptcy Code, then the other Partners may, at any time thereafter, so long as such condition exists, unanimously elect to dissolve the Partnership, in which event the affairs of the Partnership shall be wound up as provided in Article XIII. ARTICLE XIII Dissolution and Termination SECTION 13.01. Dissolution. (a) The Partnership shall not be dissolved by the admission of Additional Partners or Substitute Partners pursuant to Section 3.03.

46 (b) Subject to Section 12.01, no Partner shall withdraw from the Partnership and, to the fullest extent permitted by applicable law, no Partner shall take any action to dissolve, terminate or liquidate the Partnership or to require apportionment, appraisal or partition of the Partnership or any of its assets, or to file a bill for an accounting, except as specifically provided in this Agreement, and each Partner, to the fullest extent permitted by applicable law, hereby waives any rights to take any such actions (or have such actions taken on its behalf) under applicable law, including any right to petition a court for judicial dissolution under Section 17-802 of the Delaware Act. (c) The Partnership shall be dissolved and its business wound up upon the earliest to occur of any one of the following events: (i) at the time there are no Limited Partners unless the Partnership is continued without dissolution in accordance with the Delaware Act; (ii) the written agreement of all the Partners; (iii) the occurrence of any event that causes the General Partner to cease to be a general partner of the Partnership, unless (i) there is a remaining General Partner who is hereby authorized to and shall continue the business of the Partnership without dissolution or (ii) the other Partners agree in writing, within 90 days after such event occurs, to continue the business of the Partnership without dissolution and to appoint, effective as of the date of such event, a new General Partner; (iv) a decision to dissolve the Partnership in accordance with Section 12.02(c); and (v) the entry of a decree of judicial dissolution under Section 17-802 of the Delaware Act, in contravention of this Agreement. (d) Except as provided herein, the resignation, Bankruptcy, insolvency or dissolution of a Partner or the occurrence of any other event that terminates the continued membership of a Partner of the Partnership shall not in and of itself cause a dissolution of the Partnership. SECTION 13.02. Winding Up of the Partnership. (a) Upon dissolution, the Partnership's business shall be liquidated in an orderly manner. The General Partner shall

47 be the liquidator to wind up the affairs of the Partnership pursuant to this Agreement. If there shall be no General Partner, the remaining Partners may approve one or more liquidators to act as the liquidator in carrying out such liquidation. In performing its duties, the liquidator is authorized to sell, distribute, exchange or otherwise dispose of the assets of the Partnership in accordance with the Delaware Act and in any reasonable manner that the liquidator shall determine to be in the best interest of the Partners. (b) The proceeds of the liquidation of the Partnership shall be distributed in the following order and priority: (i) first, to the creditors (including any Partners or their respective Affiliates that are creditors) of the Partnership in satisfaction of all of the Partnership's liabilities (whether by payment or by making reasonable provision for payment thereof, including the setting up of any reserves which are, in the judgment of the liquidator, reasonably necessary therefor); (ii) second, to the Partners holding Preferred Interests pro rata up to the amount of the Face Value of such Preferred Interests; (iii) third, to the Partners holding Common Interests pro rata based on the amount of Capital Contributions attributable thereto, up to the amount of such Capital Contributions; and (iv) fourth, to the Partners holding Common Interests pro rata in accordance with their respective Participation Percentages; provided, however, that in the event that distributions pursuant to clauses (ii) through (iv) above would not otherwise be identical to distribution in accordance with the positive balances in the Partners' Capital Accounts, such distributions shall instead be made in accordance with such positive balances. SECTION 13.03. Distribution of Property. In the event it becomes necessary in connection with the liquidation of the Partnership to make a distribution of property in kind, subject to the priority set forth in Section 13.02, the liquidator shall have the right to compel each Partner to accept a distribution of any asset in kind, so long as the portion of such asset to be distributed is

48 determined based upon the amount of cash that would be distributed to such Partners if such property were sold for an amount of cash equal to the fair market value of such property, as determined by the liquidator in good faith. SECTION 13.04. Claims of Partners. The Partners shall look solely to the Partnership's assets for the return of their Capital Contributions, and if the assets of the Partnership remaining after payment of or reasonable provision for the payment of all liabilities of the Partnership are insufficient to return such Capital Contributions, the Partners shall have no recourse against the Partnership or any Partner. SECTION 13.05. Termination. The Partnership shall terminate when all of the assets of the Partnership, after payment of or reasonable provision for the payment of all debts and liabilities of the Partnership, shall have been distributed to the Partners in the manner provided for in this Article XIII and when permitted by this Agreement, and the certificate of limited partnership of the Partnership shall have been canceled in the manner required by the Delaware Act. ARTICLE XIV Miscellaneous SECTION 14.01. Notices. Except as otherwise expressly provided in this Agreement, all notices, requests and other communications to any party hereunder shall be in writing (including a facsimile or similar writing) and shall be given to such party at the address or facsimile number set forth for such party in Schedule A hereto or as such party shall hereafter specify for the purpose by notice to the other parties. Each such notice, request or other communication shall be effective (i) if given by facsimile, at the time such facsimile is transmitted and the appropriate confirmation is received (or, if such time is not during a Business Day, at the beginning of the next such Business Day), (ii) if given by mail, five Business Days (or, (x) if by overnight courier, one Business Day, or (y) if to an address outside the United States, seven Business Days) after such communication is deposited in the mails with first-class postage prepaid, addressed as aforesaid, or (iii) if given by any other means, when delivered at the address specified pursuant to this Section 14.01. SECTION 14.02. No Third Party Beneficiaries.

49 Except as provided in Sections 10.02(b), 10.03 and 11.04, this Agreement is not intended to confer any rights or remedies hereunder upon, and shall not be enforceable by, any Person other than the parties hereto. SECTION 14.03. Waiver. No failure by any party to insist upon the strict performance of any covenant, agreement, term or condition of this Agreement or to exercise any right or remedy consequent upon a breach of such or any other covenant, agreement, term or condition shall operate as a waiver of such or any other covenant, agreement, term or condition of this Agreement. Any Partner by notice given in accordance with Section 14.01 may, but shall not be under any obligation to, waive any of its rights or conditions to its obligations hereunder, or any duty, obligation or covenant of any other Partner. No waiver shall affect or alter the remainder of this Agreement but each and every covenant, agreement, term and condition hereof shall continue in full force and effect with respect to any other then existing or subsequent breach. The rights and remedies provided by this Agreement are cumulative and the exercise of any one right or remedy by any party shall not preclude or waive its right to exercise any or all other rights or remedies. SECTION 14.04. Integration. This Agreement and the Transaction Documents constitute the entire agreement among the parties hereto pertaining to the subject matter hereof and supersede all prior agreements and understandings of the parties in connection herewith, and no covenant, representation or condition not expressed in this Agreement or in any Transaction Document shall affect, or be effective to interpret, change or restrict, the express provisions of this Agreement. SECTION 14.05. Headings. The titles of Articles and Sections of this Agreement are for convenience only and shall not be interpreted to limit or amplify the provisions of this Agreement. SECTION 14.06. Counterparts. This Agreement may be executed in multiple counterparts, each of which shall be deemed an original and all of which, taken together, shall constitute one and the same instrument. SECTION 14.07. Severability. Each provision of this Agreement shall be considered separable and if for any reason any provision or provisions hereof are determined to be invalid and contrary to any existing or future law, such invalidity shall not impair the operation of or affect those portions of this Agreement which are valid.

50 SECTION 14.08. Applicable Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware without giving effect to the conflicts of law principles thereof. SECTION 14.09. Jurisdiction. Each of the Partners (i) consents to and submits itself and its property to the personal jurisdiction of any Federal or state court located in the State of Delaware in the event of any dispute arising out of or relating to this Agreement, (ii) agrees that it will not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such court, (iii) agrees that it will not bring any action relating to this Agreement in any court other than a Federal or state court sitting in the State of Delaware and (iv) hereby waives any rights such Partner may have to personal service of summons, complaint or other process in connection therewith, and agrees that service may be made by registered or certified mail addressed to such Partner and sent in accordance with the provisions of Article XIV hereof.

51 IN WITNESS WHEREOF, this Agreement has been duly executed by the parties as of the day and year first above written. [UNIVERSAL SUB], By ------------------------------ Name: Title: USA NETWORKS, INC., By ------------------------------ Name: Title: USANi SUB LLC, By ------------------------------ Name: Title: BARRY DILLER, ------------------------------

                                                                    EXHIBIT 49



 THE SECURITIES REPRESENTED BY THIS INSTRUMENT HAVE NOT BEEN REGISTERED UNDER
  THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT") OR UNDER ANY
     STATE SECURITIES LAWS AND MAY NOT BE TRANSFERRED EXCEPT AS EXPRESSLY
      PERMITTED UNDER THE STOCKHOLDERS AGREEMENT, DATED AS OF DECEMBER 16,
    2002, BY AND AMONG USA NETWORKS, INC. AND THE OTHER PARTIES SET FORTH ON
      THE SIGNATURE PAGES THERETO, AS THE SAME MAY BE AMENDED FROM TIME TO
      TIME, AND OTHERWISE IN COMPLIANCE WITH FEDERAL AND APPLICABLE STATE
                                SECURITIES LAWS.


                            EQUITY WARRANT AGREEMENT

                       dated as of _____________, 2002

                                       for

                              WARRANTS TO PURCHASE

                    UP TO 60,467,7355* SHARES OF COMMON STOCK

                           EXPIRING ____________, 2012

                                     between

                               USA NETWORKS, INC.

                                       and

                            THE BANK OF NEW YORK, as

                              Equity Warrant Agent


- --------------
* Subject to adjustment as described in this Agreement.

TABLE OF CONTENTS PAGE ARTICLE 1. Definitions................................................. 1 ARTICLE 2. Issuance of Equity Warrants and Execution and Delivery of Equity Warrant Certificates................................. 3 2.1. Issuance of Equity Warrants................................. 3 2.2. Form and Execution of Equity Warrant Certificates........... 3 2.3. Issuance and Delivery of Equity Warrant Certificates........ 4 2.4. Temporary Equity Warrant Certificates....................... 4 2.5. Payment of Taxes............................................ 4 ARTICLE 3. Duration and Exercise of Equity Warrants.................... 5 3.1. Exercise Price.............................................. 5 3.2. Duration of Equity Warrants................................. 5 3.3. Exercise of Equity Warrants................................. 5 ARTICLE 4. Adjustments of Number of Shares............................. 6 4.1. Adjustments................................................. 6 4.2. Statement on Warrants....................................... 9 4.3. Cash Payments in Lieu of Fractional Shares.................. 9 4.4. Notices to Warrantholders................................... 9 ARTICLE 5. Other Provisions Relating to Rights of Holders of Equity Warrants.................................................... 9 5.1. No Rights as Holder of Common Stock Conferred by Equity Warrants or Equity Warrant Certificates..................... 9 5.2. Lost, Stolen, Destroyed or Mutilated Equity Warrant Certificates................................................ 9 5.3. Holders of Equity Warrants May Enforce Rights............... 10 5.4. Consolidation or Merger or Sale of Assets................... 10 ARTICLE 6. Exchange and Transfer of Equity Warrants.................... 11 6.1. Equity Warrant Register; Exchange and Transfer of Equity Warrants.................................................... 11 6.2. Treatment of Holders of Equity Warrants..................... 12 6.3. Cancellation of Equity Warrant Certificates................. 12 ARTICLE 7. Concerning the Equity Warrant Agent......................... 12 7.1. Equity Warrant Agent........................................ 12 7.2. Conditions of Equity Warrant Agent's Obligations............ 12 -i-

7.3. Compliance with Applicable Laws............................. 14 7.4. Resignation and Appointment of Successor.................... 15 ARTICLE 8. Miscellaneous............................................... 16 8.1. Amendment................................................... 16 8.2. Notices and Demands to the Company and Equity Warrant Agent. 16 8.3. Addresses for Notices....................................... 16 8.4. Governing Law............................................... 17 8.5. Governmental Approvals...................................... 17 8.6. Reservation of Shares of Common Stock....................... 17 8.7. Covenant Regarding Shares of Common Stock................... 17 8.8. Persons Having Rights Under Agreement....................... 17 8.9 Limitation of Liability..................................... 18 8.10 Restrictions on Transfer/Registration Rights................ 18 8.11. Headings.................................................... 18 8.12. Counterparts................................................ 18 8.13. Inspection of Agreement..................................... 18 -ii-

THIS EQUITY WARRANT AGREEMENT (the "AGREEMENT"), dated as of ______________2002, between USA Networks, Inc., a Delaware corporation (the "COMPANY"), and Bank of New York, a New York corporation, as warrant agent (the "EQUITY WARRANT AGENT"). WHEREAS, pursuant to the Transaction Agreement, by and among the Company, Vivendi Universal, S.A. (the "INITIAL HOLDER"), Universal Studios, Inc., Liberty Media Corporation, Mr. Barry Diller and USANi LLC, dated as of December 16, 2001, the Company has agreed to issue to the Initial Holder an aggregate of 60,467,735 warrants,* subject to adjustment pursuant to Section 4.1 hereof (collectively, the "EQUITY WARRANTS" or, individually, an "EQUITY WARRANT"), each Equity Warrant representing the right to purchase one share of common stock, par value $.01 per share, of the Company (the "COMMON STOCK") and being evidenced by certificates herein called the "EQUITY WARRANT CERTIFICATES"; WHEREAS, the Company desires the Equity Warrant Agent to assist the Company in connection with the issuance, exchange, cancellation, replacement and exercise of the Equity Warrants, and in this Agreement wishes to set forth, among other things, the terms and conditions on which the Equity Warrants may be issued, exchanged, cancelled, replaced and exercised; and WHEREAS, the Company has duly authorized the execution and delivery of this Agreement to provide for the issuance of Equity Warrants to be exercisable at such times and for such prices, and to have such other provisions, as shall be fixed as hereinafter provided. NOW, THEREFORE, in consideration of the premises and of the mutual agreements herein contained, the parties hereto agree as follows: ARTICLE 1. DEFINITIONS "AGREEMENT" shall have the meaning set forth in the preamble. "CLOSING PRICE" for each Trading Day shall be the last reported sales price regular way, during regular trading hours, or, in case no such reported sales takes place on such day, the average of the closing bid and asked prices regular way, during regular trading hours, for such day, in each case on The Nasdaq Stock Market or, if not listed or quoted on such market, on the principal national securities exchange on which the shares of Common Stock are listed or admitted to trading or, if not listed or admitted to trading on a national securities exchange, the last sale price regular way for the Common Stock as published by the National Association of Securities Dealers Automated Quotation System ("NASDAQ"), or if such last sale price is not so published by NASDAQ or if no such sale takes place on such day, the mean between the closing bid and asked prices for the Common Stock as published by NASDAQ. If the Common Stock is not publicly held or so listed or publicly traded, "Closing Price" shall mean the Fair Market Value per share as determined in good faith by the Board of Directors of the Company or, if such - --------------------- * Comprised of 24,187,094 warrants each at $27.50 and $32.50 and 12,093,547 warrants at $37.50.

determination cannot be made, by a nationally recognized independent investment banking firm selected in good faith by the Board of Directors of the Company. "COMMON STOCK" shall have the meaning set forth in the recitals. "COMPANY" shall have the meaning set forth in the preamble. "CURRENT MARKET PRICE" shall have the meaning set forth in Section 4.1(d). "EQUITY WARRANT" and "EQUITY WARRANTS" shall have the meaning set forth in the recitals. "EQUITY WARRANT AGENT" shall have the meaning set forth in the preamble. "EQUITY WARRANT CERTIFICATES" shall have the meaning set forth in the recitals. "EQUITY WARRANT REGISTER" shall have the meaning set forth in Section 6.1. "EXERCISE DATE" shall have the meaning set forth in 3.3(a). "EXERCISE PRICE" shall have the meaning set forth in the applicable Equity Warrant Certificate. "EXPIRATION DATE" means 5:00 p.m. New York City time on ____________, 2012. "FAIR MARKET VALUE" means the amount that a willing buyer would pay a willing seller in an arm's length transaction. "FORMED, SURVIVING OR ACQUIRING CORPORATION" shall have the meaning set forth in Section 5.4. "GOVERNANCE AGREEMENT" shall have the meaning set forth in Section 8.10. "HOLDER" means the person or persons in whose name such Equity Warrant Certificate shall then be registered as set forth in the Equity Warrant Register to be maintained by the Equity Warrant Agent pursuant to Section 6.1 for that purpose. "INITIAL HOLDER" shall have the meaning set forth in the recitals. "NON-ELECTING SHARE" shall have the meaning set forth in Section 5.4. "OFFICER'S CERTIFICATE" shall have the meaning set forth in Section 7.2(e). "PROSPECTUS" shall have the meaning set forth in Section 8.9. "SALE TRANSACTION" shall have the meaning set forth in Section 5.4. "STOCKHOLDERS AGREEMENT" shall have the meaning set forth in Section 8.10. -2-

"TIME OF DETERMINATION" shall have the meaning set forth in Section 4.1(d). "TRADING DAY" shall mean a day on which the securities exchange utilized for the purpose of calculating the Closing Price shall be open for business or, if the shares of Common Stock shall not be listed on such exchange for such period, a day on which The Nasdaq Stock Market is open for business. ARTICLE 2. ISSUANCE OF EQUITY WARRANTS AND EXECUTION AND DELIVERY OF EQUITY WARRANT CERTIFICATES 2.1. ISSUANCE OF EQUITY WARRANTS. Equity Warrants may be issued by the Company from time to time. 2.2. FORM AND EXECUTION OF EQUITY WARRANT CERTIFICATES. (a) The Equity Warrants shall be evidenced by the Equity Warrant Certificates, which shall be in registered form and substantially in the form set forth as Exhibit A attached hereto. Each Equity Warrant Certificate shall be dated the date it is countersigned by the Equity Warrant Agent and may have such letters, numbers or other marks of identification and such legends or endorsements printed, lithographed or engraved thereon as are not inconsistent with the provisions of this Agreement, or as may be required to comply with any law or with any rule or regulation made pursuant thereto or with any rule or regulation of any securities exchange on which the Equity Warrants may be listed, or to conform to usage, as the officer of the Company executing the same may approve (his execution thereof to be conclusive evidence of such approval). Each Equity Warrant Certificate shall evidence one or more Equity Warrants. (b) The Equity Warrant Certificates shall be signed in the name and on behalf of the Company by its Chairman, its Vice Chairman, its Chief Executive Officer, President or a Vice President (any reference to a Vice President of the Company herein shall be deemed to include any Vice President of the Company whether or not designated by a number or a word or words added before or after the title "Vice President") under its corporate seal, and attested by its Secretary or an Assistant Secretary. Such signatures may be manual or facsimile signatures of the present or any future holder of any such office and may be imprinted or otherwise reproduced on the Equity Warrant Certificates. The seal of the Company may be in the form of a facsimile thereof and may be impressed, affixed, imprinted or otherwise reproduced on the Equity Warrant Certificates. (c) No Equity Warrant Certificate shall be valid for any purpose, and no Equity Warrant evidenced thereby shall be deemed issued or exercisable, until such Equity Warrant Certificate has been countersigned by the manual or facsimile signature of the Equity Warrant Agent. Such signature by the Equity Warrant Agent upon any Equity Warrant Certificate executed by the Company shall be conclusive evidence that the Equity Warrant Certificate so countersigned has been duly issued hereunder. -3-

(d) In case any officer of the Company who shall have signed any Equity Warrant Certificate either manually or by facsimile signature shall cease to be such officer before the Equity Warrant Certificate so signed shall have been countersigned and delivered by the Equity Warrant Agent, such Equity Warrant Certificate nevertheless may be countersigned and delivered as though the person who signed such Equity Warrant Certificate had not ceased to be such officer of the Company; and any Equity Warrant Certificate may be signed on behalf of the Company by such person as, at the actual date of the execution of such Equity Warrant Certificate, shall be the proper officer of the Company, although at the date of the execution of this Agreement such person was not such an officer. 2.3. ISSUANCE AND DELIVERY OF EQUITY WARRANT CERTIFICATES. At any time and from time to time after the execution and delivery of this Agreement, the Company may deliver Equity Warrant Certificates executed by the Company to the Equity Warrant Agent for countersignature. Except as provided in the following sentence, the Equity Warrant Agent shall thereupon countersign and deliver such Equity Warrant Certificates to or upon the written request of the Company. Subsequent to the original issuance of an Equity Warrant Certificate evidencing Equity Warrants, the Equity Warrant Agent shall countersign a new Equity Warrant Certificate evidencing such Equity Warrants only if such Equity Warrant Certificate is issued in exchange or substitution for one or more previously countersigned Equity Warrant Certificates evidencing such Equity Warrants or in connection with their transfer, as hereinafter provided. 2.4. TEMPORARY EQUITY WARRANT CERTIFICATES. Pending the preparation of a definitive Equity Warrant Certificate, the Company may execute, and upon the order of the Company the Equity Warrant Agent shall countersign and deliver, temporary Equity Warrant Certificates that are printed, lithographed, typewritten, mimeographed or otherwise produced, substantially of the tenor of the definitive Equity Warrant Certificates in lieu of which they are issued and with such appropriate insertions, omissions, substitutions and other variations as the officer executing such Equity Warrant Certificates may determine, as evidenced by his execution of such Equity Warrant Certificates. If temporary Equity Warrant Certificates are issued, the Company will cause definitive Equity Warrant Certificates to be prepared without unreasonable delay. After the preparation of definitive Equity Warrant Certificates, the temporary Equity Warrant Certificates shall be exchangeable for definitive Equity Warrant Certificates upon surrender of the temporary Equity Warrant Certificates at the corporate trust office of the Equity Warrant Agent. Upon surrender for cancellation of any one or more temporary Equity Warrant Certificates, the Company shall execute and the Equity Warrant Agent shall countersign and deliver in exchange therefor definitive Equity Warrant Certificates representing the same aggregate number of Equity Warrants. Until so exchanged, the temporary Equity Warrant Certificates shall in all respects be entitled to the same benefits under this Agreement as definitive Equity Warrant Certificates. 2.5. PAYMENT OF TAXES. The Company will pay all stamp and other duties, if any, to which this Agreement or the original issuance, or exercise, of the Equity Warrants or Equity Warrant Certificates may be subject under the laws of the United States of America or any state or locality; PROVIDED, HOWEVER, that the Holder, and not the Company, shall be required to pay any stamp or other tax or other governmental charge that may be imposed in connection with any transfer involved in the issuance of the Common Stock where the Holder designates the shares to -4-

be issued in a name other than the name of the Holder; and in the event that any such transfer is involved, the Company shall not be required to issue any Common Stock (and the purchase of the shares of Common Stock issued upon the exercise of such Holder's Equity Warrant shall not be deemed to have been consummated) until such tax or other charge shall have been paid or it has been established to the Company's satisfaction that no such tax or other charge is due. ARTICLE 3. DURATION AND EXERCISE OF EQUITY WARRANTS 3.1. EXERCISE PRICE. Each Holder shall have the right to purchase the number of fully paid and nonassessable shares of Common Stock which the Holder may at the time be entitled to receive on exercise of such Equity Warrant and payment of the Exercise Price, subject to the terms herein. The number of shares of Common Stock which shall be purchasable upon the payment of the Exercise Price and to the extent provided therein, the Exercise Price, shall be subject to adjustment pursuant to Article 4 hereof. 3.2. DURATION OF EQUITY WARRANTS. Each Equity Warrant is exercisable at any time commencing on _____________, 2002* up to the Expiration Date. Each Equity Warrant not exercised at or before the Expiration Date shall become void, and all rights of the Holder of such Equity Warrant thereunder and under this Agreement shall cease. 3.3. EXERCISE OF EQUITY WARRANTS. (a) The Holder of an Equity Warrant shall have the right, at its option, to exercise such Equity Warrant and purchase one share of Common Stock during the period referred to in Section 3.2, subject to adjustment pursuant to Article 4 hereof. Except as may be provided in an Equity Warrant Certificate, an Equity Warrant may be exercised by completing the form of election to purchase set forth on the reverse side of the Equity Warrant Certificate, by duly executing the same, and by delivering the same, together with payment in full of the Exercise Price, in lawful money of the United States of America, in cash or by certified or official bank check or by bank wire transfer, to the Equity Warrant Agent. Except as may be provided in an Equity Warrant Certificate, the date on which such Equity Warrant Certificate and payment are received by the Equity Warrant Agent as aforesaid shall be deemed to be the date on which the Equity Warrant is exercised and the relevant shares of Common Stock are issued (the "EXERCISE DATE"). (b) Upon the exercise of an Equity Warrant, the Company shall, as soon as practicable, issue, to or upon the order of the Holder of such Equity Warrant, the shares of Common Stock to which such Holder is entitled, registered in such name or names as may be directed by such Holder. (c) Unless the Equity Warrant Agent and the Company agree otherwise, the Equity Warrant Agent shall deposit all funds received by it in payment of the Equity Warrant Price for Equity Warrants in the account of the Company maintained with it for such purpose and - -------------- * Date following the six-month anniversary of the Closing. -5-

shall advise the Company by telephone by 5:00 P.M., New York City time, of each day on which a payment of the Exercise Price for Equity Warrants is received of the amount so deposited in its account. The Equity Warrant Agent shall promptly confirm such telephone advice in writing to the Company. (d) The Equity Warrant Agent shall, from time to time, as promptly as practicable, advise the Company of (i) the number of Equity Warrants exercised as provided herein, (ii) the instructions of each Holder of such Equity Warrants with respect to delivery of the Common Stock issued upon exercise of such Equity Warrants to which such Holder is entitled upon such exercise, and (iii) such other information as the Company shall reasonably require. Such advice may be given by telephone to be confirmed in writing. ARTICLE 4. ADJUSTMENTS OF NUMBER OF SHARES 4.1. ADJUSTMENTS. The number of shares of Common Stock purchasable upon the exercise of the Equity Warrants shall be subject to adjustment as follows: (a) In case the Company shall (A) pay a dividend or make a distribution on its Common Stock in shares of Common Stock, (B) subdivide its outstanding shares of Common Stock into a greater number of shares, (C) combine its outstanding shares of Common Stock into a smaller number of shares, or (D) issue by reclassification, recapitalization or reorganization of its Common Stock any shares of capital stock of the Company, then in each such case the number of shares of Common Stock issuable upon exercise of an Equity Warrant shall be equitably adjusted so that the Holder of any Equity Warrant thereafter surrendered for conversion shall be entitled to receive the number of shares of Common Stock or other capital stock of the Company which such Holder would have owned or been entitled to receive immediately following such action had such Equity Warrant been exercised immediately prior to the occurrence of such event. An adjustment made pursuant to this subsection 4.1(a) shall become effective immediately after the record date, in the case of a dividend or distribution, or immediately after the effective date, in the case of a subdivision, combination or reclassification. If, as a result of an adjustment made pursuant to this subsection 4.1(a), the Holder of any Equity Warrant thereafter exercised shall become entitled to receive shares of two or more classes of capital stock or shares of Common Stock and other capital stock of the Company, the Board of Directors (whose determination shall be in its good faith judgment and shall be described in a statement filed by the Company with the Equity Warrant Agent) shall determine the allocation of the Exercise Price between or among shares of such classes of capital stock or shares of Common Stock and other capital stock. Such adjustment shall be made successively whenever any event listed above shall occur. (b) In case the Company shall issue options, rights or warrants to holders of its outstanding shares of Common Stock entitling them (for a period expiring within 45 days after the record date mentioned below) to subscribe for or purchase shares of Common Stock or other securities convertible or exchangeable for shares of Common Stock at a price per share of Common Stock less than the Current Market Price (as determined pursuant to subsection (d) of this Section 4.1) (other than pursuant to any stock option, restricted stock or other incentive or -6-

benefit plan or stock ownership or purchase plan for the benefit of employees, directors or officers or any dividend reinvestment plan of the Company in effect at the time hereof or any other similar plan adopted or implemented hereafter, it being agreed that none of the adjustments set forth in this Section 4.1 shall apply to the issuance of stock, rights, warrants or other property pursuant to such benefit plans), then the number of shares of Common Stock issuable upon exercise of an Equity Warrant shall be adjusted so that it shall equal the product obtained by multiplying the number of shares of Common Stock issuable upon exercise of an Equity Warrant immediately prior to the date of issuance of such rights or warrants by a fraction of which the numerator shall be the number of shares of Common Stock outstanding on the date of issuance of such rights or warrants (immediately prior to such issuance) plus the number of additional shares of Common Stock offered for subscription or purchase and of which the denominator shall be the number of shares of Common Stock outstanding on the date of issuance of such rights or warrants (immediately prior to such issuance) plus the number of shares which the aggregate offering price of the total number of shares so offered would purchase at such Current Market Price. Such adjustment shall be made successively whenever any rights or warrants are issued, and shall become effective immediately after the record date for the determination of stockholders entitled to receive such rights or warrants; PROVIDED, HOWEVER, in the event that all the shares of Common Stock offered for subscription or purchase are not delivered upon the exercise of such rights or warrants, upon the expiration of such rights or warrants the number of shares of Common Stock issuable upon exercise of an Equity Warrant shall be readjusted to the number of shares of Common Stock issuable upon exercise of an Equity Warrant which would have been in effect had the numerator and the denominator of the foregoing fraction and the resulting adjustment been made based upon the number of shares of Common Stock actually delivered upon the exercise of such rights or warrants rather than upon the number of shares of Common Stock offered for subscription or purchase. In determining whether any security covered by this Section 4.1(b) entitles the holders to subscribe for or purchase shares of Common Stock at less than such Current Market Price, and in determining the aggregate offering price of such shares of Common Stock, there shall be taken into account any consideration received by the Company for the issuance of such options, rights, warrants or convertible or exchangeable securities, plus the aggregate amount of additional consideration (as set forth in the instruments relating thereto) to be received by the Company upon the exercise, conversion or exchange of such securities, the value of such consideration, if other than cash, to be determined by the Board of Directors in its good faith judgment (whose determination shall be described in a statement filed by the Company with the Equity Warrant Agent). (c) In case the Company shall, by dividend or otherwise, distribute to all holders of its outstanding Common Stock, evidences of its indebtedness or assets (including securities and cash, but excluding any regular periodic cash dividend of the Company and dividends or distributions payable in stock for which adjustment is made pursuant to subsection (a) of this Section 4.1) or rights or warrants to subscribe for or purchase securities of the Company (excluding those referred to in subsection (b) of this Section 4.1), then in each such case the number of shares of Common Stock issuable upon exercise of an Equity Warrant shall be adjusted so that the same shall equal the product determined by multiplying the number of shares of Common Stock issuable upon exercise of an Equity Warrant immediately prior to the record date of such distribution by a fraction of which the numerator shall be the Current Market Price as of the Time of Determination, and of which the denominator shall be such Current Market Price less the Fair Market Value on such record date (as determined by the Board of -7-

Directors in its good faith judgment, whose determination shall be described in a statement filed by the Company with the stock transfer or conversion agent, as appropriate) of the portion of the capital stock or assets or the evidences of indebtedness or assets so distributed to the holder of one share of Common Stock or of such subscription rights or warrants applicable to one share of Common Stock. Such adjustment shall be made successively whenever any such distributions referred to in the first sentence of this Section 4.01(c) are made and shall become effective immediately after the record date for the determination of stockholders entitled to receive such distribution. (d) For the purpose of any computation under subsections (b) and (c) of this Section 4.1, the "CURRENT MARKET PRICE" per share of Common Stock on any date shall be deemed to be the average of the daily Closing Prices for the shorter of (A) 10 consecutive Trading Days ending on the day immediately preceding the applicable Time of Determination or (B) the period commencing on the date next succeeding the first public announcement of the issuance of such rights or warrants or such distribution through such last day prior to the applicable Time of Determination. For purposes of the foregoing, the term "TIME OF DETERMINATION" shall mean the time and date of the record date for determining stockholders entitled to receive the rights, warrants or distributions referred to in Section 4.1(b) and (c). (e) In any case in which this Section 4.1 shall require that an adjustment in the amount of Common Stock or other property to be received by a Holder upon exercise of an Equity Warrant be made effective as of a record date for a specified event, the Company may elect to defer until the occurrence of such event the issuance to the Holder of any Equity Warrant exercised after such record date the Common Stock or other property issuable upon such exercise over and above the shares of Common Stock issuable upon such exercise prior to such adjustment, PROVIDED, HOWEVER, that the Company shall deliver to such Holder a due bill or other appropriate instrument evidencing such Holder's right to receive such additional shares of Common Stock or other property, if any, upon the occurrence of the event requiring such adjustment. (f) In the event that the Amended and Restated Merger Agreement, dated as of July 15, 2001, among the Company, Expedia, Inc. and Microsoft Corporation, is terminated following the date hereof without consummation of the merger contemplated thereby, the aggregate number of Equity Warrants shall be reduced by 3,348,2104 (subject to adjustment pursuant to Sections 4.1(a), (b) or (c)), which reduction shall be allocated proportionately to any Equity Warrant Certificates issued hereunder. (g) No adjustment in the number of shares of Common Stock issuable upon exercise of an Equity Warrant shall be required to be made pursuant to this Section 4.1 unless such adjustment would require an increase or decrease of at least 1% of such number; PROVIDED, HOWEVER, that any adjustments which by reason of this subsection (g) are not required to be made shall be carried forward and taken into account in any subsequent adjustment. All calculations under this subsection 4.1(g) shall be made to the nearest cent or to the nearest 1/1000th of a share, as the case may be. Except as set forth in subsections 4.1(a), (b), and (c) above, the ______________ * In the event of adjustment, there would be an aggregate of 57,119,525 warrants, comprised of 22,847,810 warrants each at $27.50 and $32.50 and 11,423,905 warrants at $37.50. -8-

number of shares of Common Stock issuable upon exercise of an Equity Warrant shall not be adjusted as a result of the issuance of Common Stock, or any securities convertible into or exchangeable for Common Stock or carrying the right to purchase any of the foregoing, in exchange for cash, property or services. 4.2. STATEMENT ON WARRANTS. Irrespective of any adjustment in the amount of Common Stock issued upon exercise of an Equity Warrant, Equity Warrants theretofore or thereafter issued may continue to express the same number and kind of shares as are stated in the Equity Warrants initially issuable pursuant to this Agreement. 4.3. CASH PAYMENTS IN LIEU OF FRACTIONAL SHARES No fractional shares or scrip representing fractions of shares of Common Stock shall be issued upon exercise of the Equity Warrants. If more than one share of Equity Warrants shall be exercised at one time by the same Holder, the number of full shares of Common Stock issuable upon exercise thereof shall be computed on the basis of the aggregate number of shares of Common Stock purchasable on exercise of the Equity Warrants so requested to be exercised. In lieu of any fractional interest in a share of Common Stock which would otherwise be deliverable upon the exercise of such Equity Warrants, the Company shall pay to the Holder of such Equity Warrants an amount in cash (computed to the nearest cent) equal to the Closing Price on the Exercise Date (or the next Trading Day if such date is not a Trading Day) multiplied by the fractional interest that otherwise would have been deliverable upon exercise of such Equity Warrants. 4.4. NOTICES TO WARRANTHOLDERS. Upon any adjustment of the amount of Common Stock issuable upon exercise of an Equity Warrant pursuant to Section 4.1 (but not for any fractional cumulation as described in Section 4.1(f)), the Company within 30 days thereafter shall (i) cause to be filed with the Equity Warrant Agent an Officer's Certificate (as defined hereinafter) setting forth the amount of Common Stock issuable upon exercise of an Equity Warrant after such adjustment and setting forth in reasonable detail the method of calculation and the facts upon which such calculations are based, which certificate, absent manifest error and any failure to comply with Section 4.1 (other than failures that are de minimus in nature), shall be conclusive evidence of the correctness of the matters set forth therein, and (ii) cause to be given to each of the registered Holders at his address appearing on the Equity Warrant Register (as defined hereinafter) written notice of such adjustments by first-class mail, postage prepaid. ARTICLE 5. OTHER PROVISIONS RELATING TO RIGHTS OF HOLDERS OF EQUITY WARRANTS 5.1. NO RIGHTS AS HOLDER OF COMMON STOCK CONFERRED BY EQUITY WARRANTS OR EQUITY WARRANT CERTIFICATES. No Equity Warrant or Equity Warrant Certificate shall entitle the Holder to any of the rights of a holder of Common Stock, including, without limitation, voting, dividend or liquidation rights. 5.2. LOST, STOLEN, DESTROYED OR MUTILATED EQUITY WARRANT CERTIFICATES. Upon receipt by the Company and the Equity Warrant Agent of evidence reasonably satisfactory to them of the ownership of and the loss, theft, destruction or mutilation of any Equity Warrant Certificate -9-

and of indemnity (other than in connection with any mutilated Equity Warrant certificates surrendered to the Equity Warrant Agent for cancellation) reasonably satisfactory to them, the Company shall execute, and the Equity Warrant Agent shall countersign and deliver, in exchange for or in lieu of each lost, stolen, destroyed or mutilated Equity Warrant Certificate, a new Equity Warrant Certificate evidencing a like number of Equity Warrants of the same title. Upon the issuance of a new Equity Warrant Certificate under this Section, the Company may require the payment of a sum sufficient to cover any stamp or other tax or other governmental charge that may be imposed in connection therewith and any other expenses (including the fees and expenses of the Equity Warrant Agent) in connection therewith. Every substitute Equity Warrant Certificate executed and delivered pursuant to this Section in lieu of any lost, stolen or destroyed Equity Warrant Certificate shall represent a contractual obligation of the Company, whether or not such lost, stolen or destroyed Equity Warrant Certificate shall be at any time enforceable by anyone, and shall be entitled to the benefits of this Agreement equally and proportionately with any and all other Equity Warrant Certificates, duly executed and delivered hereunder, evidencing Equity Warrants of the same title. The provisions of this Section are exclusive and shall preclude (to the extent lawful) all other rights and remedies with respect to the replacement of lost, stolen, destroyed or mutilated Equity Warrant Certificates. 5.3. HOLDERS OF EQUITY WARRANTS MAY ENFORCE RIGHTS. Notwithstanding any of the provisions of this Agreement, any Holder may, without the consent of the Equity Warrant Agent, enforce and may institute and maintain any suit, action or proceeding against the Company suitable to enforce, or otherwise in respect of his right to exercise his Equity Warrants as provided in the Equity Warrants and in this Agreement. 5.4. CONSOLIDATION OR MERGER OR SALE OF ASSETS. For purposes of this Section 5.4, a "SALE TRANSACTION" means any transaction or event, including any merger, consolidation, sale of assets, tender or exchange offer, reclassification, compulsory share exchange or liquidation, in which all or substantially all outstanding shares of the Company's Common Stock are converted into or exchanged for stock, other securities, cash or assets or following which any remaining outstanding shares of Common Stock fail to meet the listing standards imposed by each of the New York Stock Exchange, the American Stock Exchange and the Nasdaq National Market at the time of such transaction, but shall not include any transaction the primary purpose of which is the reincorporation of the Company in another U.S. jurisdiction so long as in such transaction each Equity Warrant shall convert into an equity security of the successor to the Company having identical rights as the Equity Warrant. If a Sale Transaction occurs, then lawful provision shall be made by the corporation formed by such Sale Transaction or the corporation whose securities, cash or other property will immediately after the Sale Transaction be owned, by virtue of such Sale Transaction, by the holders of Common Stock immediately prior to the Sale Transaction, or the corporation which shall have acquired such securities of the Company (collectively the "FORMED, SURVIVING OR ACQUIRING CORPORATION"), as the case may be, providing that each Equity Warrant then outstanding shall thereafter be exercisable for the kind and amount of securities, cash or other property receivable upon such Sale Transaction by a holder of the number of shares of Common Stock that would have been received upon exercise of such Equity Warrant immediately prior to such Sale Transaction assuming such holder of Common Stock did not exercise his rights of election, if any, as to the kind or amount of securities, cash or other property receivable upon such Sale Transaction (PROVIDED that, if the kind or amount of securities, cash or other property receivable upon such Sale Transaction is not the same for each -10-

share of Common Stock in respect of which such rights of election shall not have been exercised ("NON-ELECTING SHARE"), then for the purposes of this Section 5.4 the kind and amount of securities, cash or other property receivable upon such Sale Transaction for each Non-Electing Share shall be deemed to be the kind and amount so receivable per share by a plurality of the Non-Electing Shares). At the option of the Company, in lieu of the foregoing, the Company may require that in a Sale Transaction each Holder of an Equity Warrant shall receive in exchange for each such Equity Warrant a security of the Formed, Surviving or Acquiring Corporation having substantially equivalent rights, other than as set forth in this Section 5.4, as the Equity Warrant. Concurrently with the consummation of such transaction, the Formed, Surviving or Acquiring Corporation shall enter into a supplemental Equity Warrant Agreement so providing and further providing for adjustments which shall be as nearly equivalent as may be practical to the adjustments provided for in Section 4.1. The Formed, Surviving or Acquiring Corporation shall mail to Holders a notice describing the supplemental Equity Warrant Agreement. If the issuer of securities deliverable upon exercise of Equity Warrants under the supplemental Equity Warrant Agreement is an affiliate of the formed or surviving corporation, that issuer shall join in the supplemental Equity Warrant Agreement. Notwithstanding anything to the contrary herein, there will be no adjustments pursuant to Article 4 hereof in case of the issuance of any shares of the Company's stock in a Sale Transaction except as provided in this Section 5.4. The provisions of this Section 5.4 shall similarly apply to successive Sale Transactions; PROVIDED, HOWEVER, that in no event shall a Holder of an Equity Warrant be entitled to more than one adjustment pursuant to this Section 5.4 in respect of a series of related transactions. ARTICLE 6. EXCHANGE AND TRANSFER OF EQUITY WARRANTS 6.1. EQUITY WARRANT REGISTER; EXCHANGE AND TRANSFER OF EQUITY WARRANT. The Equity Warrant Agent shall maintain, at its corporate trust office or at 385 Rifle Camp Road, Reorganization Services Department, 5th Floor, West Paterson, New Jersey 07424, a register (the "EQUITY WARRANT REGISTER") in which, upon the issuance of Equity Warrants, and, subject to such reasonable regulations as the Equity Warrant Agent may prescribe, it shall register Equity Warrant Certificates and exchanges and transfers thereof. The Equity Warrant Register shall be in written form or in any other form capable of being converted into written form within a reasonable time. Except as provided in the following sentence, upon surrender at the corporate trust office of the Equity Warrant Agent or at 385 Rifle Camp Road, Reorganization Services Department, 5th Floor, West Paterson, New Jersey 07424, Equity Warrant Certificates may be exchanged for one or more other Equity Warrant Certificates evidencing the same aggregate number of Equity Warrants of the same title, or may be transferred in whole or in part. A transfer shall be registered and an appropriate entry made in the Equity Warrant Register upon surrender of an Equity Warrant Certificate to the Equity Warrant Agent at its corporate trust office or at 385 Rifle Camp Road, Reorganization Services Department, 5th Floor, West Paterson, New Jersey 07424 for transfer, properly endorsed or accompanied by appropriate instruments of transfer and written instructions for transfer, all in form satisfactory to the Company and the Equity Warrant Agent. Whenever an Equity Warrant Certificate is surrendered for exchange or transfer, the Equity Warrant Agent shall countersign and deliver to -11-

the person or person entitled thereto one or more Equity Warrant Certificates duly executed by the Company, as so requested. The Equity Warrant Agent shall not be required to effect any exchange or transfer which will result in the issuance of an Equity Warrant Certificate evidencing a fraction of an Equity Warrant. All Equity Warrant Certificates issued upon any exchange or transfer of an Equity Warrant Certificate shall be the valid obligations of the Company, evidencing the same obligations, and entitled to the same benefits under this Agreement, as the Equity Warrant Certificate surrendered for such exchange or transfer. No service charge shall be made for any exchange or transfer of Equity Warrants, but the Company may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any such exchange or transfer, in accordance with Section 2.5 hereof. 6.2. TREATMENT OF HOLDERS OF EQUITY WARRANTS. Every Holder of an Equity Warrant, by accepting the Equity Warrant Certificate evidencing the same, consents and agrees with the Company, the Equity Warrant Agent and with every other Holder of Equity Warrants that the Company and the Equity Warrant Agent may treat the record holder of an Equity Warrant Certificate as the absolute owner of such Equity Warrant for all purposes and as the person entitled to exercise the rights represented by such Equity Warrant. 6.3. CANCELLATION OF EQUITY WARRANT CERTIFICATES. In the event that the Company shall purchase, redeem or otherwise acquire any Equity Warrants after the issuance thereof, the Equity Warrant Certificate shall thereupon be delivered to the Equity Warrant Agent and be canceled by it. The Equity Warrant Agent shall also cancel any Equity Warrant Certificate (including any mutilated Equity Warrant Certificate) delivered to it for exercise, in whole or in part, or for exchange or transfer. Equity Warrant Certificates so canceled shall be delivered by the Equity Warrant Agent to the Company from time to time, or disposed of in accordance with the instructions of the Company. ARTICLE 7. CONCERNING THE EQUITY WARRANT AGENT 7.1. EQUITY WARRANT AGENT. The Company hereby appoints The Bank of New York as Equity Warrant Agent of the Company in respect of the Equity Warrants upon the terms and subject to the conditions set forth herein; and The Bank of New York hereby accepts such appointment. The Equity Warrant Agent shall have the powers and authority granted to and conferred upon it in the Equity Warrant Certificates and hereby and such further powers and authority acceptable to it to act on behalf of the Company as the Company may hereafter grant to or confer upon it. All of the terms and provisions with respect to such powers and authority contained in the Equity Warrant Certificates are subject to and governed by the terms and provisions hereof. 7.2. CONDITIONS OF EQUITY WARRANT AGENT'S OBLIGATIONS. The Equity Warrant Agent accepts its obligations set forth herein upon the terms and conditions hereof, including the following, to all of which the Company agrees and to all of which the rights hereunder of the Holders shall be subject: -12-

(a) COMPENSATION AND INDEMNIFICATION. The Company agrees to pay the Equity Warrant Agent from time to time such compensation for its services as the Company and the Equity Warrant shall agree in writing and to reimburse the Equity Warrant Agent for reasonable out-of-pocket expenses (including reasonable counsel fees) incurred by the Equity Warrant Agent in connection with the services rendered hereunder by the Equity Warrant Agent. The Company also agrees to indemnify the Equity Warrant Agent for, and to hold it harmless against, any loss, liability or expenses (including the reasonable costs and expense of defending against any claim of liability) incurred without negligence or bad faith on the part of the Equity Warrant Agent arising out of or in connection with its appointment as Equity Warrant Agent hereunder. (b) AGENT FOR THE COMPANY. In acting under this Agreement and in connection with any Equity Warrant Certificate, the Equity Warrant Agent is acting solely as agent of the Company and does not assume any obligation or relationship of agency or trust for or with any Holder. (c) COUNSEL. The Equity Warrant Agent may consult with counsel reasonably satisfactory to it, and the advice of such counsel shall be full and complete authorization and protection in respect of any action taken, suffered or omitted by it hereunder in good faith and in accordance with the advice of such counsel. (d) DOCUMENTS. The Equity Warrant Agent shall be protected and shall incur no liability for or in respect of any action taken, suffered or omitted by it in reliance upon any notice, direction, consent, certification, affidavit, statement or other paper or document reasonably believed by it to be genuine and to have been presented or signed by the proper parties. (e) OFFICER'S CERTIFICATE. Whenever in the performance of its duties hereunder the Equity Warrant Agent shall reasonably deem it necessary that any fact or matter be proved or established by the Company prior to taking, suffering or omitting any action hereunder, the Equity Warrant Agent may (unless other evidence in respect thereof be herein specifically prescribed), in the absence of bad faith on its part, rely upon a certificate signed by the Chairman, the Vice Chairman, the Chief Executive Officer, the President, a Vice President, the Treasurer, and Assistant Treasurer, the Secretary or an Assistant Secretary of the Company (an "OFFICER'S CERTIFICATE") delivered by the Company to the Equity Warrant Agent. (f) ACTIONS THROUGH AGENTS. The Equity Warrant Agent may execute and exercise any of the rights or powers hereby vested in it or perform any duty hereunder either itself or by or through its attorneys or agents, provided, however, that reasonable care shall be exercised in the selection and continued employment of such attorneys and agents. (g) CERTAIN TRANSACTIONS. The Equity Warrant Agent, and any officer, director or employee thereof, may become the owner of, or acquire interest in, any Equity Warrant, with the same rights that he, she or it would have if it were not the Equity Warrant Agent, and, to the extent permitted by applicable law, he, she or it may engage -13-

or be interested in any financial or other transaction with the Company and may serve on, or as depositary, trustee or agent for, any committee or body of holders of any obligations of the Company as if it were not the Equity Warrant Agent. (h) NO LIABILITY FOR INTEREST. The Equity Warrant Agent shall not be liable for interest on any monies at any time received by it pursuant to any of the provisions of this Agreement or of the Equity Warrant Certificates, except as otherwise agreed with the Company. (i) NO LIABILITY FOR INVALIDITY. The Equity Warrant Agent shall incur no liability with respect to the validity of this Agreement (except as to the due execution hereof by the Equity Warrant Agent) or any Equity Warrant Certificate (except as to the countersignature thereof by the Equity Warrant Agent). (j) NO RESPONSIBILITY FOR COMPANY REPRESENTATIONS. The Equity Warrant Agent shall not be responsible for any of the recitals or representations contained herein (except as to such statements or recitals as describe the Equity Warrant Agent or action taken or to be taken by it) or in any Equity Warrant Certificate (except as to the Equity Warrant Agent's countersignature on such Equity Warrant Certificate), all of which recitals and representations are made solely by the Company. (k) NO IMPLIED OBLIGATIONS. The Equity Warrant Agent shall be obligated to perform only such duties as are specifically set forth herein, and no other duties or obligations shall be implied. The Equity Warrant Agent shall not be under any obligation to take any action hereunder that may subject it to any expense or liability, the payment of which within a reasonable time is not, in its reasonable opinion, assured to it. The Equity Warrant Agent shall not be accountable or under any duty or responsibility for the use by the Company of any Equity Warrant Certificate countersigned by the Equity Warrant Agent and delivered by it to the Company pursuant to this Agreement or for the application by the Company of the proceeds of the issuance or exercise of Equity Warrants. The Equity Warrant Agent shall have no duty or responsibility in case of any default by the Company in the performance of its covenants or agreements contained herein or in any Equity Warrant Certificate or in case of the receipt of any written demand from a Holder with respect to such default, including, without limiting the generality of the foregoing, any duty or responsibility to initiate or attempt to initiate any proceedings at law or otherwise or, except as provided in Section 8.2 hereof, to make any demand upon the Company. 7.3. COMPLIANCE WITH APPLICABLE LAWS. The Equity Warrant Agent agrees to comply with all applicable federal and state laws imposing obligations on it in respect of the services rendered by it under this Agreement and in connection with the Equity Warrants, including (but not limited to) the provisions of United States federal income tax laws regarding information reporting and backup withholding. The Equity Warrant Agent expressly assumes all liability for its failure to comply with any such laws imposing obligations on it, including (but not limited to) any liability for failure to comply with any applicable provisions of United States federal income tax laws regarding information reporting and backup withholding. -14-

7.4. RESIGNATION AND APPOINTMENT OF SUCCESSOR. (a) The Company agrees, for the benefit of the Holders of the Equity Warrants, that there shall at all times be an Equity Warrant Agent hereunder until all the Equity Warrants are no longer exercisable. (b) The Equity Warrant Agent may at any time resign as such agent by giving written notice to the Company of such intention on its part, specifying the date on which its desired resignation shall become effective, subject to the appointment of a successor Equity Warrant Agent and acceptance of such appointment by such successor Equity Warrant Agent, as hereinafter provided. The Equity Warrant Agent hereunder may be removed at any time by the filing with it of an instrument in writing signed by or on behalf of the Company and specifying such removal and the date when it shall become effective. Such resignation or removal shall take effect upon the appointment by the Company, as hereinafter provided, of a successor Equity Warrant Agent (which shall be a banking institution organized under the laws of the United States of America, or one of the states thereof and having an office or an agent's office in the Borough of Manhattan, the City of New York) and the acceptance of such appointment by such successor Equity Warrant Agent. In the event a successor Equity Warrant Agent has not been appointed and has not accepted its duties within 90 days of the Equity Warrant Agent's notice of resignation, the Equity Warrant Agent may apply to any court of competent jurisdiction for the designation of a successor Equity Warrant Agent. (c) In case at any time the Equity Warrant Agent shall resign, or shall be removed, or shall become incapable of acting, or shall be adjudged bankrupt or insolvent, or make an assignment for the benefit of its creditors or consent to the appointment of a receiver or custodian of all or any substantial part of its property, or shall admit in writing its inability to pay or meet its debts as they mature, or if a receiver or custodian of it or all or any substantial part of its property shall be appointed, or if any public officer shall have taken charge or control of the Equity Warrant Agent or of its property or affairs, for the purpose of rehabilitation, conservation or liquidation, a successor Equity Warrant Agent, qualified as aforesaid, shall be appointed by the Company by an instrument in writing, filed with the successor Equity Warrant Agent. Upon the appointment as aforesaid of a successor Equity Warrant Agent and acceptance by the latter of such appointment, the Equity Warrant Agent so superseded shall cease to be the Equity Warrant Agent hereunder. (d) Any successor Equity Warrant Agent appointed hereunder shall execute, acknowledge and deliver to its predecessor and to the Company an instrument accepting such appointment hereunder, and thereupon such successor Equity Warrant Agent, without any further act, deed or conveyance, shall become vested with all the authority, rights, powers, trusts, immunities, duties and obligations of such predecessor with like effect as if originally named as Equity Warrant Agent hereunder, and such predecessor, upon payment of its charges and disbursements then unpaid, shall thereupon become obligated to transfer, deliver and pay over, and such successor Equity Warrant Agent shall be entitled to receive all moneys, securities and other property on deposit with or held by such predecessor, as Equity Warrant Agent hereunder. (e) Any corporation into which the Equity Warrant Agent hereunder may be merged or converted or any corporation with which the Equity Warrant Agent may be -15-

consolidated, or any corporation resulting from any merger, conversion or consolidation to which the Equity Warrant Agent shall be a party, or any corporation to which the Equity Warrant Agent shall sell or otherwise transfer all or substantially all of the assets and business of the Equity Warrant Agent, provided that it shall be qualified as aforesaid, shall be the successor Equity Warrant Agent under this Agreement without the execution or filing of any paper or any further act on the part of any of the parties hereto. ARTICLE 8. MISCELLANEOUS 8.1. AMENDMENT. (a) This Agreement and the Equity Warrants may be amended by the Company and the Equity Warrant Agent, without the consent of the Holders of Equity Warrants, for the purpose of curing any ambiguity, or of curing, correcting or supplementing any defective or inconsistent provision contained herein or therein or in any other manner which the Company may deem to be necessary or desirable and which will not (i) materially and adversely affect the rights of the Equity Warrants and (ii) adversely affect the rights of the Initial Holder under this Agreement to the extent the Initial Holder is a Holder at the time of such amendment. (b) The Company and the Equity Warrant Agent may modify or amend this Agreement and the Equity Warrant Certificates with the consent of the Holders of not fewer than a majority in number of the then outstanding unexercised Equity Warrants affected by such modification or amendment, for any purpose; PROVIDED, HOWEVER, (i) that no such modification or amendment that shortens the period of time during which the Equity Warrants may be exercised, or increases the Exercise Price, or otherwise materially and adversely affects the exercise rights of the holders or reduces the percentage of holders of outstanding Equity Warrants the consent of which is required for modification or amendment of this Agreement or the Equity Warrants, may be made without the consent of each Holder affected thereby, and (ii) that no such modification or amendment that adversely affects the exercise rights of the holders may be made without the consent of the Initial Holder of the Equity Warrants to the extent the Initial Holder is a Holder at the time of such modification and/or amendment. 8.2. NOTICES AND DEMANDS TO THE COMPANY AND EQUITY WARRANT AGENT. If the Equity Warrant Agent shall receive any notice or demand addressed to the Company by any Holder pursuant to the provisions of the Equity Warrant Certificate, the Equity Warrant Agent shall promptly forward such notice or demand to the Company. 8.3. ADDRESSES FOR NOTICES. Any communications from the Company to the Equity Warrant Agent with respect to this Agreement shall be addressed to The Bank of New York, 385 Rifle Camp Road, Reorganization Services Department, 5th Floor, West Paterson, New Jersey 07424; any communications from the Equity Warrant Agent to the Company with respect to this Agreement shall be addressed to USA Networks, Inc., 152 West 57th Street, New York, NY 10019, Attention: General Counsel; or such other addresses as shall be specified in writing by the Equity Warrant Agent or by the Company. -16-

8.4. GOVERNING LAW. This Agreement and the Equity Warrants shall be governed by the laws of the State of New York applicable to contracts made and to be performed entirely within such state. 8.5. GOVERNMENTAL APPROVALS. The Company will from time to time use all reasonable efforts to obtain and keep effective any and all permits, consents and approvals of governmental agencies and authorities and the national securities exchange on which the Equity Warrants may be listed or authorized for trading from time to time and filings under the United States federal and state laws, which may be or become requisite in connection with the issuance, sale, trading, transfer or delivery of the Equity Warrants, and the exercise of the Equity Warrants. 8.6. RESERVATION OF SHARES OF COMMON STOCK. The Company covenants that it will at all times reserve and keep available, free from preemptive rights (other than such rights as do not affect the ownership of shares issued to a Holder), out of the aggregate of its authorized but unissued shares of Common Stock or its issued shares of Common Stock held in its treasury, or both, for the purpose of effecting exercises of Equity Warrants, the full number of shares of Common Stock deliverable upon the exercise of all outstanding Equity Warrants not theretofore exercised and on or before taking any action that would cause an adjustment resulting in an increase in the number of shares of Common Stock deliverable upon exercise above the number thereof previously reserved and available therefor, the Company shall take all such action so required. For purposes of this Section 8.6, the number of shares of Common Stock which shall be deliverable upon the exercise of all outstanding Equity Warrants shall be computed as if at the time of computation all outstanding Equity Warrants were held by a single holder. Before taking any action which would cause an adjustment reducing the price per share of Common Stock issued upon exercise of the Equity Warrants below the then par value (if any) of such shares of Common Stock, the Company shall take any corporate action which may, in the opinion of its counsel, be necessary in order that the Company may validly and legally issue fully paid and non-assessable shares of Common Stock at such Exercise Price. 8.7. COVENANT REGARDING SHARES OF COMMON STOCK. All shares of Common Stock which may be delivered upon exercise of the Equity Warrants will upon delivery be duly and validly issued and fully paid and non-assessable, free of all liens and charges and not subject to any preemptive rights (other than rights which do not affect the Holder's right to own the shares of Common Stock to be issued), and prior to the Exercise Date the Company shall take any corporate action necessary therefor. The issuance of all such shares of Common Stock shall, to the extent permitted by law, be registered under the Securities Act of 1933, as amended. 8.8. PERSONS HAVING RIGHTS UNDER AGREEMENT. Nothing in this Agreement expressed or implied and nothing that may be inferred from any of the provisions hereof is intended, or shall be construed, to confer upon, or give to, any person or corporation other than the Company, the Equity Warrant Agent and the Holders any right, remedy or claim under or by reason of this Agreement or of any covenant, condition, stipulation, promise or agreement hereof; and all covenants, conditions, stipulations, promises and agreements in this Agreement contained shall be for the sole and exclusive benefit of the Company and the Equity Warrant Agent and their successors and of the Holders of Equity Warrant Certificates. -17-

8.9. LIMITATION OF LIABILITY. No provision hereof, in the absence of affirmative action by the Holder to purchase shares of Common Stock, and no enumeration herein of the rights or privileges of the Holder hereof, shall give rise to any liability of such Holder to pay the Exercise Price for any shares of Common Stock other than pursuant to an exercise of the Equity Warrant or any liability as a stockholder of the Company, whether such liability is asserted by the Company or by creditors of the Company. 8.10. RESTRICTIONS ON TRANSFER/REGISTRATION RIGHTS. For any transfer of Equity Warrants and/or the Common Stock purchasable upon exercise of the Equity Warrants to be effective, the Holders of the Equity Warrants must comply with the transfer restrictions set forth in the Amended and Restated Stockholders Agreement, dated as of December 16, 2001, among the Company and the other parties on the signature pages thereto, as the same may be amended from time to time (the "STOCKHOLDERS AGREEMENT"). On delivery of the Equity Warrants by the Company to the Initial Holder, such Initial Holder (and to the extent provided for in the Amended and Restated Governance Agreement, dated as of December 16, 2001, among the Company and the other parties set forth on the signature pages thereto, as the same may be amended from time to time (the "GOVERNANCE AGREEMENT"), certain transferees of the Initial Holder) shall have registration rights with respect to the Equity Warrants to the extent provided in the Governance Agreement. 8.11. HEADINGS. The descriptive headings of the several Articles and Sections and the Table of Contents of this Agreement are for convenience only and shall not control or affect the meaning or construction of any of the provisions hereof. 8.12. COUNTERPARTS. This Agreement may be executed by the parties hereto in any number of counterparts, each of which when so executed and delivered shall be deemed to be an original; but all such counterparts shall together constitute but one and the same instrument. 8.13. INSPECTION OF AGREEMENT. A copy of this Agreement shall be available at all reasonable times at the principal corporate trust office of the Equity Warrant Agent, for inspection by the Holders of Equity Warrants. -18-

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed, all as of the day and year first above written. USA NETWORKS, INC. By -------------------------------- -------------------------------- [Printed Name and Title] Attest: Name: ------------------------------ Title: ------------------------------ -------------------------------------- The Bank of New York By ------------------------------------ ------------------------------------ [Printed Name and Title] Attest: Name: ------------------------------ Title: ------------------------------ -19-

THE SECURITIES REPRESENTED BY THIS INSTRUMENT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT") OR UNDER ANY STATE SECURITIES LAWS AND MAY NOT BE TRANSFERRED EXCEPT AS EXPRESSLY PERMITTED UNDER THE STOCKHOLDERS AGREEMENT, DATED AS OF DECEMBER [ ], 2002, BY AND AMONG USA NETWORKS, INC. AND THE OTHER PARTIES SET FORTH ON THE SIGNATURE PAGES THERETO, AS THE SAME MAY BE AMENDED FROM TIME TO TIME, AND OTHERWISE IN COMPLIANCE WITH FEDERAL AND APPLICABLE STATE SECURITIES LAWS. EXHIBIT A SPECIMEN FACE No. W __ _____ Equity Warrants (SUBJECT TO ADJUSTMENT PURSUANT TO SECTION 4.1(F) TO THE EQUITY WARRANT AGREEMENT) EQUITY WARRANT CERTIFICATE USA NETWORKS, INC. This Warrant Certificate certifies that - ---------------------------------------------------------------------------- - -----------------------------------------------------------------------------, or registered assigns, is the registered Holder of Equity Warrants (the "Equity Warrants") to purchase Common Stock, par value $0.01 per share, of USA Networks, Inc., a Delaware corporation (the "Company"). Each Equity Warrant entitles the Holder to purchase from the Company one fully paid and non-assessable share of Common Stock, par value $0.01 per share, of the Company ("Common Stock") at any time commencing on ___________, 2002* and on or before 5:00 p.m. New York City time ___________, 2012, at the exercise price per Equity Warrant (the "Exercise Price") of $_____ payable in lawful money of the United States of America upon surrender of this Equity Warrant Certificate and payment of the Exercise Price at the office or agency of the Warrant Agent in the City of New York, the State of New York, upon such conditions set forth herein and in the Equity Warrant Agreement (as hereinafter defined). Payment of the Exercise Price must be made in lawful money of the United States of America, in cash or by certified check or bank draft or bank wire transfer payable to the order of the Company. The number of shares of Common Stock which are issuable upon exercise of the - -------------- * Date following the six-month anniversary of the Closing.

Equity Warrants evidenced hereby and to the extent provided therein, the Exercise Prices, is subject to adjustment upon the occurrence of certain events set forth in the Equity Warrant Agreement. By acceptance of this Equity Warrant Certificate, each Holder agrees to be bound by the terms of the Equity Warrant Agreement. Reference is hereby made to the further provisions of this Equity Warrant Certificate set forth on the reverse hereof and such further provisions shall for all purposes have the same effect as though fully set forth at this place. Capitalized defined terms used herein have the same meaning as in the Equity Warrant Agreement. This Equity Warrant Certificate shall not be valid unless countersigned by the Equity Warrant Agent, as such term is used in the Equity Warrant Agreement. -2-

IN WITNESS WHEREOF, USA Networks, Inc. has caused this Equity Warrant Certificate to be duly executed under its corporate seal. USA NETWORKS, INC. By: -------------------------- Attest: - ---------------- Countersigned: The Bank of New York, as Equity Warrant Agent By _______________________________ Authorized Signature -3-

REVERSE EQUITY WARRANT CERTIFICATE USA NETWORKS, INC. The Equity Warrants evidenced by this Equity Warrant Certificate are part of a duly authorized issue of Equity Warrants issued pursuant to an Equity Warrant Agreement dated as of ___________, 2002 (the "Equity Warrant Agreement"), duly executed and delivered by the Company to The Bank of New York (the "Equity Warrant Agent"), which Equity Warrant Agreement is hereby incorporated by reference in and made a part of this instrument and is hereby referred to for a description of the rights, limitation of rights, obligations, duties and immunities thereunder of the Equity Warrant Agent, the Company and the Holders (the words "Holders" or "Holder" meaning the registered Holders or registered Holder) of the Equity Warrants. Equity Warrants may be exercised to purchase shares of Common Stock of the Company, par value $.01 per share ("Common Stock") upon such terms and conditions as are set forth in the Equity Warrant Agreement at any time on or before 5:00 p.m. New York City time on __________, 2012, at the Exercise Price set forth on the face hereof. The Holder of Equity Warrants evidenced by this Equity Warrant Certificate may exercise them by surrendering the Equity Warrant Certificate, with the form of election to purchase set forth hereon properly completed and executed, together with payment of the Exercise Price at the office of the Equity Warrant Agent in the City of New York in the State of New York. In the event that upon any exercise of Equity Warrants evidenced hereby the number of Equity Warrants exercised shall be less than the total number of Equity Warrants evidenced hereby, there shall be issued to the Holder hereof or his assignee a new Equity Warrant Certificate evidencing the number of Equity Warrants not exercised. Nothing contained in the Equity Warrant Agreement or in this Equity Warrant Certificate shall be construed as conferring upon the Holders thereof the right to vote, to receive dividends or other distributions, to exercise any preemptive right or to consent or to receive notice as shareholders in respect of meetings of shareholders for the election of Directors of the Company or any other matter, or any other rights whatsoever as shareholders of the Company. The Equity Warrant Agreement provides that upon the occurrence of certain events, the number of shares of Common Stock issuable upon exercise of an Equity Warrant may, subject to certain conditions, be adjusted. Equity Warrant Certificates, when surrendered at the office of the Equity Warrant Agent in the City of New York in the State of New York by the registered Holder thereof in person or by a legal representative duly authorized in writing or by registered mail, return receipt requested, may be exchanged, in the manner and subject to the limitations provided in the Equity Warrant Agreement, but without payment of any service charge, for another Equity Warrant Certificate or Equity Warrant Certificates of like tenor evidencing in the aggregate a like number of Equity Warrants and registered in the name of such registered Holder.

Upon due presentment for registration of transfer of this Equity Warrant Certificate at the office of the Equity Warrant Agent in the City of New York in the State of New York or by registered mail, return receipt requested, a new Equity Warrant Certificate or Equity Warrant Certificates of like tenor and evidencing in the aggregate a like number of Equity Warrants shall be issued to the transferee(s) in exchange for this Equity Warrant Certificate, subject to the limitations provided in the Equity Warrant Agreement, without charge except for any tax or other governmental charge imposed in connection therewith. The Company and the Equity Warrant Agent may deem and treat the registered Holder(s) hereof as the absolute owner(s) of this Equity Warrant Certificate (notwithstanding any notation of ownership or other writing hereon made by anyone), for the purpose of any exercise hereof, and of any distribution to the Holder(s) hereof, and for all other purposes, and neither the Company nor the Equity Warrant Agent shall be affected by any notice (other than a duly presented registration of transfer in accordance with the previous paragraph) to the contrary and shall not be bound to recognize any equitable or other claim to or interest in such Equity Warrant on the part of any other person. -2-

USA NETWORKS, INC. ELECTION TO PURCHASE USA NETWORKS, INC. 152 West 57th Street New York, NY 10019 The undersigned hereby irrevocably elects to exercise the right of purchase represented by this Equity Warrant Certificate for ________ Equity Warrants, and to purchase thereunder the shares of Common Stock (the "Shares") provided for therein, and requests that certificates for the Shares be issued in the name of: (Please Print Name, Address and Social Security Number) If said number of Equity Warrants to be exercised shall not be all of the Equity Warrants evidenced by this Equity Warrant Certificate, the undersigned requests that a new Equity Warrant Certificate for the balance of the Equity Warrants be registered in the name of the undersigned or his Assignee as below indicated and delivered to the address stated below: Dated:________________, 200_ Name of Equity Warrant Holder or Assignee (Please Print): ----------------------------------------------- Address: ---------------------------------------------------------------- Signature: --------------------------------------------------------------- (Signature must conform to name of Holder as specified on the face of the Equity Warrant Certificate) Signature Guaranteed: ------------------------------------------------ Signature of Guarantor