THIRD AMENDMENT dated as of April 29, 1999 (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 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 in the
manner provided for in this Amendment, and the Lenders are willing to agree to such 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 TO THE CREDIT AGREEMENT. (a) Section 1.01 of the Credit Agreement is hereby
amended by inserting the following definitions in their proper alphabetical order:
"`HOTEL RESERVATIONS NETWORK ACQUISITION' means the acquisition by HRN, Inc., a subsidiary
of USANi, of substantially all the assets of TMF, Inc. and HRN Marketing Corporation in exchange for the
assumption of certain liabilities, the issuance of a promissory note and certain other payments (collectively the
"HRN Obligations"); PROVIDED, THAT such transaction is consummated substantially in accordance with the
terms of th