SIXTH AMENDMENT dated as of December 7, 2001 (this "AMENDMENT") to the Credit Agreement dated
as of February 12, 1998 (as amended, supplemented or otherwise modified from time to time, the "CREDIT
AGREEMENT"), among USA NETWORKS, INC., a Delaware corporation ("USANi"), USANi LLC, a
Delaware limited liability company (the "BORROWER"), the several banks and other financial institutions and
entities from time to time parties thereto (the "LENDERS"), BANK OF AMERICA NATIONAL TRUST &
SAVINGS ASSOCIATION and THE BANK OF NEW YORK, as co-documentation agents (in such
capacity, the "CO-DOCUMENTATION AGENTS") and JPMORGAN CHASE BANK (f/k/a The Chase
Manhattan Bank), as administrative agent (in such capacity, the "ADMINISTRATIVE AGENT") and as
collateral agent (in such capacity, the "COLLATERAL AGENT").
WHEREAS, pursuant to the Credit Agreement, the Lenders have agreed to make certain loans to the Borrower
and the Issuing Bank has agreed to issue certain Letters of Credit for the account of the Borrower; and
WHEREAS, the Borrower has requested that certain provisions of the Credit Agreement be modified or waived
in the manner provided for in this Amendment, and the Lenders are willing to agree to such waivers and
modifications as provided for in this Amendment.
NOW, THEREFORE, the parties hereto hereby agree as follows:
1. DEFINED TERMS. Capitalized terms used and not defined herein shall have the meanings given to them in
the Credit Agreement.
2. AMENDMENTS AND WAIVERS. (a) Compliance with Sections 5.10, 5.16, 5.17, 5.18, 5.19 and 5.20 of
the Credit Agreement is hereby waived to the extent required to permit the consummation of the Borrower
(b) The following amendments are made to the definitions contained in
Section 1.01 of the Credit Agreement:
(i) The definition of "CORE BUSINESS" is hereby amended by deleting such definition in its entirety and
substituting in lieu thereof the following:
""CORE BUSINESS" shall mean any of the primary businesses that USANi an