SEC Info - Home Shopping Network Inc - ‘10-K/A’ for 12/31/93

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Home Shopping Network Inc – ‘10-K/A’ for 12/31/93 – EX-10.29

As of: Thursday, 5/19/94 · For: 12/31/93 · Accession #: 950144-94-1115 · File #: 1-09118

  As Of                Filer                Filing    For·On·As Docs:Size              Issuer               Agent

 5/19/94  Home Shopping Network Inc         10-K/A     12/31/93    2:35K                                    Bowne of Atlanta Inc/FA

Amendment to Annual Report — Form 10-K
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 10-K/A      Home Shopping Network Form 10-K Amendment No. 1        2      9K 
 2: EX-10.29    Home Shopping/MCI Special Cust. Agreement             15     45K

EX-10.29 — Home Shopping/MCI Special Cust. Agreement

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                                                                   EXHIBIT 10.29

PORTIONS OF THIS EXHIBIT HAVE BEEN OMITTED AND ARE SUBJECT TO A REQUEST   
FOR CONFIDENTIAL TREATMENT.  OMITTED PORTIONS OF THE EXHIBIT  
HAVE BEEN FILED SEPARATELY WITH THE COMISSION.  

MCI SPECIAL CUSTOMER ARRANGEMENT  

   THIS MCI SPECIAL CUSTOMER ARRANGEMENT (the "Agreement") is Made and
entered into as of the dates set forth below by and between MCI                 
Telecommunications Corporation ("MCI") and Home Shopping Network, Inc.          
("Customer"), effective as of (i) the first day of the first full month after   
the tariff governing the offering under this Agreement becomes effective; (ii)  
the first day of the month if the tariff effective date is the same date; or    
(iii) in the event that MCI determines that applicable law does not require the 
filing of a specific tariff implementing this Agreement, such earlier date as   
the parties may agree but in no event any date before the date of execution and 
delivery of this Agreement by Customer to MCI (such date is hereinafter         
referred to as the "Effective Date").                                           

WITNESSETH:   

      WHEREAS, Customer is desirous of receiving telecommunications services
from MCI and MCI is desirous of providing said services to Customer, pursuant   
to the terms and conditions more particularly described herein;                 

       NOW, THEREFORE, for and in consideration of the premises, the terms and
conditions herein and for other good and valuable consideration, the receipt,   
adequacy and sufficiency of which are hereby acknowledged, MCI and Customer     
hereby agree as follows:                                                        

1. DEFINITIONS CONTAINED IN MCI TARIFF FCC NO. 1.                               

All capitalized terms used herein and not expressly defined herein        
  shall have the respective meanings given to such terms in the MCI Tariff FCC
  No. 1 ("Tariff") on file with the Federal Communications Commission ("FCC").

2. DEFINITION OF BASE RATES.                                                    

"Base Rates" shall mean rates and discounts for which Customer            
qualifies under the Tariff for services described in the Tariff, or if not
in the Tariff, in standard price lists, all calculated without application
of the discounts provided by this Agreement; provided, however, that: (i) 
the Base Rates for private line services subject to Network Pricing Plans 
  ("NPP") shall be the month to month rates under the Tariff after application
of applicable discounts provided under the Tariff; (ii) the Base Rates for
 interstate Vnet service shall b determined by dividing the applicable "Vnet
Rate" (as hereinafter defined) by   *   and (iii) the Base Rates for      
interstate 800 service shall be determined by dividing the applicable "800
Rate" (as hereinafter defined) by   *   .                                 

3. SERVICE PROVISIONING AND RECEIPT.                                            

  MCI will provide to Customer, and Customer will receive from MCI, interstate
and international telecommunications service(s) provided pursuant to the  
   Tariff, MCI Tariff FCC No. 8, WUI Tariff FCC No. 27, and any other interstate
 and international tariff of MCI and its affiliates, each as supplemented by
  this Agreement, and intrastate telecommunications services provided pursuant
to MCI's state tariffs governing such                                     

MCI CONFIDENTIAL  

*  The omitted information is subject to a confidential treatment request 
and has been filed separately with the Commission.                  

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services, This Agreement incorporates by reference the terms of each      
such  tariff. MCI may modify its tariffs from time to time in accordance  
with law  and thereby affect the service(s) furnished Customer.           

In the event tariff revisions that may be required to implement the terms 
of this Agreement are suspended or rejected, then either party may elect  
 to  terminate this Agreement without liability on thirty (30) days' written
notice given not later than thirty (30) days after the event giving rise  
to the termination right.                                                 

MCI will use its best efforts to maintain its tariffs in a manner         
consistent with the terms of this Agreement. In the event that MCI revises
any tariff in a manner inconsistent in any material respect with the      
provisions of this Agreement and MCI does not effect revisions that remedy
such inconsistency within thirty (30) days after receipt of written notice
from Customer, then Customer may, as its sole remedy, elect to terminate  
this Agreement without liability on thirty (30) days'written notice given 
not later than thirty (30) days after the event giving rise to the        
termination right.                                                        

This Agreement is a Specialized Customer Arrangement as such term is      
defined in Section B-17.03 of the Tariff and the services hereunder are   
being provided to Customer pursuant to the provisions of the Tariff       
applicable to such arrangements.                                          

4. MINIMUM CHARGES.                                                             

    (A)      As used herein "Monthly Minimum" shall mean Eight Hundred
         Thousand Dollars ($800,000) per month, and "Quarterly
                Minimum" shall mean Three Million One Hundred Fifty Thousand
           Dollars ($3,150,000) per calendar quarter (collectively
        referred to as "Minimum Amount"). MCI calculates the
       Monthly Minimum and the Quarterly Minimum by adding
     recurring and usage charges at Base Rates for all
            common carrier service furnished to Customer by MCI, but
            excluding the following items: (i) taxes and tax related
                 surcharges; (ii) charges for any enhanced services, including
                MCI Mail, MCI Fax, and Global Communications Services; (iii)
                charges for equipment and collocation; (iv) charges incurred
               where MCI or an MCI affiliate acts as agent for Customer in
         the acquisition of goods or services; and (v) charges
             incurred by third parties using pay phones or room phones
        controlled by Customer. However, charges for service
             furnished by MCI affiliates shall not be eligible for the
                 rates or discounts provided in this Agreement. MCI affiliates
           are Telecom*USA, Inc., Western Union International, MCI
International, Inc. and MCI/OTI Corporation.

      (B)      In order to be entitled to the rates and discounts provided
          by this Agreement, Customer must use not less than the
                Monthly Minimum of MCI services described in this Agreement,
             calculated at Base Rates, during each MCI monthly billing
          period of the "Service Term" (as hereinafter defined).

MCI CONFIDENTIAL  

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 (C)      If Customer's use of such services during any month of
        the Service Term results in charges at Base Rates of
         less than the Monthly Minimum, Customer will pay: (1)
       Customer's actual amount of usage and other charges
                 calculated at Base Rates; plus (2) an underutilization charge
              (which Customer agrees is reasonable) equal to twenty five
               percent (25%) of the difference between the Monthly Minimum
             and the combined actual amount of usage and other charges
calculated at Base Rates.                   

 (D)      If Customer's use of such services during any calendar
          quarter of the Service Term results in charges at Base
                Rates of less than the Quarterly Minimum, Customer will pay:
           (i) Customer's actual amount of usage and other charges
                calculated at Base Rates for the calendar quarter; plus (ii)
        an underutilization charge (which Customer agrees is
         reasonable) equal to twenty five percent (25%) of the
             difference between the Quarterly Minimum and the combined
               actual amount of usage and other charges calculated at Base
              Rates; minus (iii) an amount equal to any underutilization
                 charges paid by Customer pursuant to Section 4(C) for failing
               to satisfy the Monthly Minimum in any month of the calendar
quarter.                                    

5.       RATES AND DISCOUNTS FOR MCI SERVICES.                                  

If the Minimum Amount is satisfied in any given month of the  
       Service Term, Customer will receive the rates and discounts set forth
below during such month:                                      

(A)    VNET SERVICE, INCLUDING VNET CARD.                     

         (i)  For domestic intrastate services, Customer shall pay
           standard tariffed rates less the   *    discount associated
with Network Savings Plan Option 4,   *         

             (ii)  For domestic interstate services, Customer will receive
               the following fixed rates per minute depending on mileage band,
time of day, length of call, and traffic type:  

MCI CONFIDENTIAL  

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a.       Dedicated/Dedicated                                                    

              Day                              Evening/Night/Weekend

                     Each Additional                     Each Additional
Mileage    First 18      Increment of          First 18        Increment of     
Band      Seconds       6 Seconds or Less      Seconds      6 Seconds or Less 
----      --------      -----------------     ----------    ----------------- 
*           *                 *                  *                *         

b.       Dedicated/Switched                                                     
Switched/Dedicated                                            

              Day                              Evening/Night/Weekend

                     Each Additional                     Each Additional
Mileage    First 18      Increment of          First 18      Increment of       
Band      Seconds       6 Seconds or Less     Seconds       6 Seconds or Less 
----      --------      -----------------     ----------    ----------------- 
*           *                 *                  *                *         

c. Switched/Switched                                                          

              Day                              Evening/Night/Weekend

                     Each Additional                     Each Additional
Mileage    First 18      Increment of          First 18      Increment of       
Band      Seconds       6 Seconds or Less     Secondss      6 Seconds or Less 
----      --------      -----------------     ----------    ----------------- 
*           *                 *                  *                *         

MCI CONFIDENTIAL  

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   (iii) The above referenced rates and discounts shall not apply to
  pass-through access/egress (or related) charges imposed by third
     parties (such as local exchange carriers); access or egress charges
   for Vnet Service, any non-recurring charge imposed in the Tariff,
charges for intrastate and international service, charges for 
directory assistance, taxes and surcharges.                   

(B)      MCI 800.                                                               

(i) For domestic intrastate services, Customer shall pay        
standard  tariffed rates less the discounts associated with the 
    MCI     *      which discounts are currently     *     for Dedicated
Access Line ("DAL") and     *     Common  Business Line ("CBL").
   After application of the VIP Option discounts, the MCI Multi-Option
Discount shall be applied to Customer's monthly usage charges.  

(ii) For domestic interstate services, Customer will receive    
 the following fixed, non-distance sensitive, postalized rates per
minute depending on call type and time of day:                  

                                        Night/
         Day           Evening         Weekend
         ---           -------         -------
CBL        $ *           $. *            $  *     
DAL        $ *           $. *            $  *     

(iii) MCI agrees to waive each month the following feature    
     charges sociated with specific MCI 800 Service number not to exceed
*     per month:                                      

             Tailored Call Coverage (Section C-3.0881 of the Tariff), Point of
      Call Routing (Section C-3.0882 of the Tariff), Day of Week
     Routing (Section C-3.0883 of the Tariff), Holiday Routing
            (Section C-3.0884 of the Tariff), Time Internal Routing (Section
            C-3. 0885 of the Tariff), Percentage Allocation Routing (Section
           C-3.0886 of the Tariff) and Alternate Routing (Section C-3.0887
of the Tariff).                                     

(iv) For international MCI 800 service calls that originate in
       Canada and terminate to a Customer location in the continental United
 States, Customer will receive the following fixed, non-distance
        sensitive, postalized rates per minute depending on call type and time
of day:                                                       

                                      Night/
        Day           Evening          Weekend
        ----          -------          -------
CBL       $ *           $. *               $ *    
DAL       $ *           $. *               $ *    

MCI CONFIDENTIAL  

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   (v) The above referenced rates and discounts shall apply to usage
and recurring charges, but shall not apply to pass through    
      access/egress (or related) charges imposed by third parties (such as
    LECs), any non-recurring charge imposed in the Tariff, charges for
intrastate and international service, charges for directory   
assistance, taxes and surcharges.                             

(C)      MCI 900 SERVICE.                                                       

(i) For MCI 900 Service, provided that Customer's usage of    
     MCI's 900 Service in a given month of the Service Term is less than
        *    minutes, Customer shall pay   *   tariffed rates plus any
     applicable tariff surcharges less: (i) the    *    tariff discount,
which is    *    (ii) after   *    discount.                  

    (ii) In the event that Customer's usage of MCI's 900 Service in an
         given month of the Service Term is    *   minutes, Customer shall pay a
  fixed, postalized rate per minute of   *    for MCI 900 Service.

(D)      PRIVATE LINE DISCOUNTS.                                                

For private line services, Customer shall be entitled to the  
benefit of the NPP discounts for Dedicated Lease Line Services
      associated with   *    specified in the Tariff, which discounts will
     remain fixed during the "Initial Term" (as hereinafter defined) and
                 are    *    for DDS service,      *      for T-1 service,
               for fractional T-1 service and    *    for T-3 service.
 Services provided with           such NPP discount shall not be
subject to separate minimum revenue and term requirements,    
notwithstanding the Tariff.                                   

(E)      VNET INTERNATIONAL TERM PLAN.                                          

 Customer subscribes to the Vnet International Term Plan ("ITP")
under Section C 3.091918 of the Tariff and shall receive a   *
  discount on International Direct Distance Dial ("IDDD") services
    thereunder, after application of the standard tariffed discount on
IDDD services.                                                

(F)      FORUM CONFERENCE CALLING SERVICE.                                      

 The rates applicable to Customer for Intercity Facilities Usage
     charges pursuant to Section C-3.17211 of the Tariff for calls which
    both originate and terminate in the U.S. mainland, Alaska, Hawaii,
     Puerto Rico or U.S. Virgin Islands shall be $   *    per minute per
      bridge port for attended calls. The per call and per leg charges set
      forth in the Tariff shall not apply to Customer. Forum service shall

MCI CONFIDENTIAL  

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not be subject to any other discounts, whether set forth in   
this Agreement or in the Tariff.                              

(G)      ACCESS COORDINATION AND CENTRAL OFFICE CONNECTION.                     

      For each T-1 utilized by Customer, Customer shall pay   *    Central
Office Connection ("COC") and    *    Access Coordination,    
  which charges shall remain fixed during the Initial Term hereof.

(H)      800 TRAFFICVIEW.                                                       

Customer will receive a discount of     *    off the standard 
tariffed rates for the TrafficView product.                   

(I)      800 MULTIMANAGER.                                                      

        Customer will receive a discount of    *     off the standard tariffed
                rates for the 800 MultiManager product and MCI agrees to waive
all installation charges associated with said product.        

(J)      D-CHANNEL SERVICE DISCOUNT.                                            

  During any month of the Initial Term in which Customer meets the
   Minimum Amount and Customer's combined monthly MCI T-1 access COC
        charges and MCI Integrated Services Digital Network ("ISDN") D-Channel
surcharge     *     Customer shall receive a     *    discount
        in such month off the surcharges associated with the monthly recurring
charges for MCI ISDN D-Channel service.                       

(K)      800 ECR FEATURES.                                                      

Customer will receive discounts on the Enhanced Call Router   
      ("ECR") feature usage charges for "ECR Menu Routing" (Tariff Section
      C-3.088151) and "Takeback and Transfer" (Tariff Section C-3.0881570)
      in accordance with the following schedule based on the percentage of
ECR calls in that month which utilize the ECR features:       

MCI CONFIDENTIAL  

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 Percentage of ECR Calls in                  be applied to Monthly
     Month Utilizing Feature                     Usage Charges for Feature
     -----------------------                     -------------------------

Less than or equal to 25%                              *      

Greater than 25%                                              
but less than or equal to 50%                          *      

Greater than 50%                                              
but less than or equal to 75%                          *      

Greater than 75%                                       *      

6. Exclusivity.                                                                 

(A)  Customer agrees it shall use MCI exclusively as its    
              interexchange carrier ("IXC") during the Service Term hereof for
              all IXC services, including, without limitation, virtual network
     services, 800 services, data services and international
             services, at all times during the Service Term during which MCI
      is technically able to offer "Intelligent Call Routing",
          "Customer Provided Service Control Point" and "Call Transfer
           Capability" (as such terms are defined on Schedule 1 attached
            hereto and incorporated herein by this reference) to Customer.
    During periods of the service Term in which MCI is not
          technically able to offer Intelligent Call Routing, Customer
          Provided Service Control Point and Call Transfer Capability,
          Customer agrees it shall use MCI exclusively for all its IXC
      services, including, without limitation, virtual network
         services, data services, international services and all 800
              services which do not require Intelligent Call Routing, Customer
       Provided Service Control or Call Transfer Capability. For
          definitional purposes of this Agreement only, Customer shall
            mean Customer and all majority-owned subsidiaries. Exclusivity
           shall mean not less than   *   of all IXC traffic, based on a
dollar volume.                                    

      (B)  After the Effective Date of this Agreement, but not more than
           once annually, upon significant changes in Customer's traffic
        patterns or upon a public statement by Customer (including
            advertisements) indicating a significant migration of traffic,
            MCI may request, and Customer shall provide to MCI in writing,
          Customer records, data and invoices pertaining to its to its
           total IXC service usage for the most recent twelve (12) month
           period preceding the request. MCI may review this information
            for the sole purpose of determining Customer's compliance with
       the exclusivity covenant set forth in Section 6(A) above.

7. INSTALLATION CREDIT.                                                         

Provided that Customer achieves the Minimum Amount throughout the         
Initial Term, Customer shall receive a credit of up to    *               

MCI CONFIDENTIAL  

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   *    for the one-time installation and other one-time non-recurring charges
associated with the implementation of MCI service under this Agreement. Such    
credits will be issued from time to time throughout the Initial Term as MCI     
services are installed.                                                         

8. PAYMENT.                                                                     

Customer shall pay MCI for service(s) within twenty-five (25) days of     
 Customer's receipt of MCI's detailed invoice. If Customer should default in
any payment required hereunder on the date when due, the outstanding      
balance shall bear simple interest at the rate of fifteen (15%) per annum,
until paid in full.                                                       

9. PROVISIONS FOR SERVICE INTERRUPTIONS.                                        

(A)  CREDIT ALLOWANCE FOR SERVICE INTERRUPTIONS.                          

Customer shall be entitled to Credit Allowances for Service     
Interruptions in accordance with Section B.15 of the Tariff. A  
     Service Interruption begins when Customer reports the interruption to
   MCI and releases the "Service Element" (as hereinafter defined) for
     testing and repair and ends when MCI retenders the Service Element to
      Customer in good working condition. For the purpose of determining the
   Quarterly Minimum and the Monthly Minimum only, MCI will not reduce
monthly charges by the amount of Credit Allowances applied. For 
    purposes of this Agreement, "Service Element" refers to the specific
 MCI service affected at the specific geographic Customer location
affected.                                                       

(B)  PARTIAL DISCONTINUANCE WITHOUT LIABILITY.                            

       Customer may discontinue receipt of service on a Service Element at any
time without liability except as otherwise expressly provided   
   for in the Tariff or this Agreement (an example of such a provision
     might be where a private line installation charge is waived but is to
 be assessed if the line is not in place for a minimum period). If
    Customer discontinues receipt of service on a Service Element having
       chronic Service Interruptions and does not take substitute service from
  MCI, the Minimum Amount for purposes of assessing underutilization
charges shall be reduced by the average monthly charges for the 
     discontinued Service Element measured over the last three (3) billing
       months prior to discontinuation. A Service Element with chronic Service
   Interruptions is one on which there have been three or more Service
       Interruptions, each consisting of thirty (30) or more minutes, totaling
    twenty-four (24) or more hours within three (3) consecutive calendar
months.                                                         

MCI CONFIDENTIAL  

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10. TERM AND TERMINATION.                                                       

(A)     INITIAL TERM.                                         

          The initial term (the "Initial Term") shall begin on the
          Effective Date and end upon the completion of thirty six
(36) months thereafter.                       

(B)     ADDITIONAL TERM.                                      

    The service term hereof (the "Service Term") shall
  include the Initial Term and shall continue on a
             month-to-month basis thereafter until either party provides
               the other with at least ninety (90) days prior written notice
            of its intent to terminate this Agreement. Nothing in this
              Agreement shall modify or be deemed to modify MCI's right to
                terminate service(s) as provided for in Section B-11.01 of the
Tariff or in any other MCI tariff.            

(C)     TERMINATION OF AGREEMENT.                             

       After termination of this Agreement, service received
           by Customer shall be subject to the terms and conditions,
        including rates, of MCI's filed and effective tariffs.

11. TERMINATION LIABILITY.                                                      

If Customer terminates this Agreement during the Initial Term, for      
  reasons other than for "Cause" (as hereinafter defined) or to take service
  under another arrangement with MCI having equal or greater term and volume
requirements, Customer will pay within thirty (30) days after such      
termination: (i) a    *    that would have been applicable for the      
remaining unexpired portion of the Initial Term; and (ii) the Interstate
800 Credit in full, without setoff or deduction. As used herein,        
  "Cause" shall mean a failure of MCI to perform a material obligation under
this Agreement which failure is not remedied by MCI within thirty (30)  
days after receipt of written notice.                                   

12. REPRESENTATION AND WARRANTY.                                                

Customer represents and warrants that it has the full right, power and  
authority to enter into this Agreement, to perform its obligations      
 hereunder and that the execution, delivery and performance by Customer of
this Agreement will not conflict with, result in the breach of or       
constitute a default under any contract, agreement or other document of 
 whatever kind or nature to which Customer is a party or by which Customer
may be bound or affected.                                               

MCI CONFIDENTIAL  

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13. NONDISCLOSURE.                                                              

Customer shall not disclose to any third party (excluding attorneys and 
accountants retained by Customer, who shall be deemed agents of Customer
   under the provisions of this Section) during the Service Term or during the
 three-year period after termination of this Agreement any of the material
   terms and conditions set forth in this Agreement (including but not limited
   to price-related terms), unless such disclosure is lawfully required by any
   federal governmental agency or is otherwise required to be disclosed by law
   or is necessary in any legal proceeding establishing rights and obligations
under this Agreement, or unless Customer obtains MCI's written consent  
   which shall not be unreasonably withheld prior to such disclosure. Customer
 agrees to use its best efforts to ensure the continued confidentiality of
  such information and all proprietary information known, disclosed, or made
available to it, or any of its employees or agents as a result of this  
agreement or its relationship with MCI. Customer further agrees to      
cooperate with MCI's reasonable confidentiality and other requirements  
 which may be established from time to time, and immediately notify MCI of
any unauthorized disclosure or use of such confidential information of  
 which customer becomes aware. MCI reserves the right, as its sole remedy,
 to terminate this Agreement immediately upon delivering written notice to
Customer if there has been any unpermitted third party disclosure       
hereunder.                                                              

14. OVERLAPPING DISCOUNTS.                                                      

If MCI amends the Tariff to provide a discount applicable to combined   
   usage of services (as opposed to a discount on any individual service) that
 is similar in nature but not necessary similar in amount to that provided
   in this Agreement, Customer may elect either to receive the benefit of such
  discount or continue to receive the discount provided hereunder, but shall
not be entitled to receive the benefit of both discounts.               

The discounts provided for herein are in lieu of, not in addition to,   
any discounts or commissions to which Customer is or would otherwise be 
entitled to receive by application of Tariff discounts applicable to    
Qualified Commercial Affinity Group members, Qualified Industry Affinity
Group members, Qualified Residential Affinity Group members (all as the 
   same are defined in the Tariff), and recipients of discounts or commissions
under these or any other similar or related programs (e.g. NASD, IVANS, 
etc.).                                                                  

15. NOTICE.                                                                     

All notices, requests, or other communications (excluding invoices)     
 hereunder shall be in writing and hand delivered or addressed and sent by
  certified or registered mall, Postage prepaid and return receipt requested
to the parties as follows:                                              

MCI CONFIDENTIAL  

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If to MCI:                   MCI Telecommunications Corporation       
       6 Concourse Parkway
          Atlanta, Georgia 30329
        Attn: Vice President
                 National Accounts

with a copy to:              MCI Telecommunications Corporation       
         5 International Drive
             Rye Brook, New York 10573
                 Attn: Director, Legal Affairs

If to Customer:              Home Shopping Network, Inc.              
 P.O. Box 9090
                  Clearwater, Florida 33606-9090
                       Attn: Executive Vice President, MIS

with a copy to:              Home Shopping Network, Inc.              
 P.O. Box 9090
                  Clearwater, Florida 33606-9090
         Attn: General Counsel

If either party wishes to alter the recipient or address to which               
communications to it are sent, it may do so by providing the name of the new    
recipient or a new address, in writing, to the other party. All notices,        
requests or other communications addressed in accordance with this Agreement    
shall be effective when received if delivered by mail or if personally          
delivered, the date on which delivery is made.                                  

16. GOVERNING LAW/ARBITRATION.                                                  

Customer acknowledges and agrees that MCI, in conducting its business   
in the manner set forth herein, is subject to the Communications Act of 
  1934, as amended and as interpreted and applied by the FCC. This Agreement
   shall be governed and construed in accordance with the laws of the State of
  New York without regard to the conflict of law provisions thereof. MCI and
 Customer hereby stipulate and agree that any and all disputes between the
   parties arising out of or relating to this Agreement, except those disputes
as may be preempted by the original jurisdiction afforded the Federal   
   Communications Commission, shall be submitted for resolution by arbitration
before a single arbitrator in accordance with the Commercial Rules of   
Arbitration of the American Arbitration Association then in effect. Such
arbitration shall be held at an office of the American Arbitration      
 Association in New York, New York. To the fullest extentpermitted by law,
   the parties irrevocably submit to the jurisdiction of the arbitrator, waive
   any objection to the venue of the arbitration, and enforced in any court of
  competent jurisdiction. The arbitrator shall have no power or authority to
make awards or issue orders of any kind except as expressly permitted by
 this Agreement, applicable MCI Tariffs and substantive law. In particular
and without limiting the generality of the                              

MCI CONFIDENTIAL  

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foregoing, if this Agreement or applicable MCI tariffs limit the relief 
   available to one or both parties (e.g., by prohibiting awards of incidental
  or consequential damages or otherwise limits the liability of any party in
  any respect), then the arbitrator shall have no power or authority to make
any award that provides for any such relief. In addition, the arbitrator
shall have no power or authority to make any award that provides for any
 element of punitive or exemplary damages. MCI and Customer hereby further
 stipulate and agree that each party to such arbitration proceedings shall
  pay its own costs of participating in the arbitration, and that the losing
party shall pay the fees and expenses of the arbitrator. Notwithstanding
the foregoing, both parties shall have the right to seek and obtain from
  any court of competent jurisdiction any equitable or provisional relief or
   remedy enforcing any right it may have in connection with this Agreement or
  applicable MCI tariffs. No such judicial action permitted by the foregoing
   sentence shall waive or limit either parties right to adjudicate the merits
of the dispute by arbitration.                                          

17. COMPLETE AGREEMENT; AMENDMENTS.                                             

This Agreement, together with the Tariff, is the complete agreement of  
the parties concerning its subject matter and supersedes all other prior
  agreements and representations, oral or in writing, concerning its subject
matter, including, without limitation, that certain Agreement for       
Telecommunications Services dated March 26, 1991, as amended by that    
 certain Amendment dated March 30, 1992. Any amendments (except amendments
of the Tariff) must be in writing and signed by both parties to this    
Agreement. No waiver of any of the provisions of this Agreement shall be
  binding unless it is in writing and signed by the party making the waiver.
No waiver shall be deemed, or shall constitute, a waiver of any other   
  provision, whether or not similar, and no waiver shall be deemed, or shall
constitute, a continuing waiver.                                        

All sections and subsections of this Agreement are severable and the    
unenforceability or invalidity of any of the sections or subsections of 
this Agreement shall not, unless Customer is deprived of an economic    
benefit hereunder as a result of such unenforceability or invalidity,   
affect the validity or enforceability of the remaining sections or      
 subsections of this Agreement, but such remaining sections or subsections
   will be interpreted or construed in such a manner as to carry out fully the
 intention of the parties. In the event the unenforceability or invalidity
of any of the sections or subsections of this Agreement deprive the     
Customer of an economic benefit hereunder, the Customer may elect to    
terminate this Agreement without liability on thirty (30) days' written 
notice.                                                                 

18. SUCCESSORS AND ASSIGNS.                                                     

This Agreement shall be binding upon and inure to the benefit of the    
  successors and permitted assigns of the parties hereto, as provided below.
Neither this Agreement, nor any rights or obligations of Customer herein
   shall be transferable or assignable by Customer without MCI's prior written
  consent and any attempted transfer or assignment hereof by Customer not in
accordance herewith shall be null and void.                             

MCI CONFIDENTIAL  

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                                                                   Page 14 of 14

IN WITNESS WHEREOF, the parties have caused this Agreement to be
executed by their duly authorized representatives as of the dates set forth     
below, effective as of the Effective Date.                                      

MCI TELECOMMUNICATIONS CORPORATION                                              

By:  A. B.                                                                      

Name:  Alan B.                                                                  

Title:  Vice President                                                          

Date:  12/29/93                                                                 

HOME SHOPPING NETWORK, INC.                                                     

By:  Stella L. Tavilla                                                          

Name:  Stella L. Tavilla                                                        

Title:  EVP - MIS                                                               

Date:  11/11/93                                                                 

MCI CONFIDENTIAL  

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SCHEDULE 1  

"Intelligent Call Routing" shall mean database intelligent                      
(origination, termination or both) call routing that incorporates load          
balancing between call centers (automatic call distribution sites) with a       
caller recognition routing feature for call by call routing and other industry  
standard peripheral features.                                                   

"Customer Provided Service Control Point" shall mean a gateway to the MCI data  
access point to serve as an external interface to MCI for database routing and  
intelligence. The specifications for such interface are to be provided to       
Customer by MCI.                                                                

"Call Transfer Capability" shall mean the ability for Customer provided         
equipment to send an MCI specified protocol to the MCI network for purposes of  
transferring an originating call to a second destination, which ability         
includes network management features.                                           

MCI CONFIDENTIAL

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Dates Referenced Herein and Documents Incorporated by Reference

		Referenced-On Page
This ‘10-K/A’ Filing	Date	First	Last	Other Filings

Filed on:	5/19/94
For Period End:	12/31/93			10-K
	3/30/92	13
				List all Filings

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Filing Submission 0000950144-94-001115 – Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)

Home Shopping Network Inc – ‘10-K/A’ for 12/31/93 – EX-10.29

As of: Thursday, 5/19/94 · For: 12/31/93 · Accession #: 950144-94-1115 · File #: 1-09118

Previous ‘10-K’: ‘10-K’ on 3/29/94 for 12/31/93 · Next: ‘10-K’ on 3/30/95 for 12/31/94 · Latest: ‘10-K/A’ on 4/7/95 for 12/31/94

Amendment to Annual Report — Form 10-KFiling Table of Contents

EX-10.29 — Home Shopping/MCI Special Cust. Agreement

Dates Referenced Herein and Documents Incorporated by Reference

Amendment to Annual Report — Form 10-K
Filing Table of Contents