Contract
EXECUTION
VERSION
AMENDMENT No. 1, dated as of
August 4, 2009 (this “Amendment”), to the Credit
Agreement dated as of May 2, 2008 (as amended, amended and restated,
supplemented or otherwise modified from time to time, the “Credit Agreement”), among Rovi
Corporation (formerly known as Macrovision Solutions Corporation), a Delaware
corporation (“Parent
Borrower”), Macrovision Corporation (“Subsidiary Borrower” and,
together with Parent Borrower, “Borrowers”), the Guarantors,
the Lenders party thereto from time to time, X.X Xxxxxx Securities Inc. (the
“Arranger”) and Xxxxxxx
Lynch, Pierce, Xxxxxx & Xxxxx Incorporated, as joint lead arrangers and
joint bookrunners, Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated, as
syndication agent, and JPMorgan Chase Bank, N.A., as administrative agent (in
such capacity, “Administrative
Agent”) for the Lenders and as collateral agent (in such capacity, “Collateral Agent”) for the
Secured Parties. Capitalized terms used but not defined herein have the meanings
provided in the Credit Agreement.
WHEREAS,
Section 10.02 of the Credit Agreement permits the Administrative Agent, with the
consent of the Required Lenders, to enter into amendments, supplements or other
modifications to the Credit Agreement with Borrowers;
WHEREAS, the
Loan Parties desire to amend the Credit Agreement on the terms set forth
herein;
NOW,
THEREFORE, in consideration of the premises and covenants contained herein and
for other good and valuable consideration, the receipt and sufficiency of which
are hereby acknowledged, the parties hereto, intending to be legally bound
hereby, agree as follows:
Section
1 Amendments.
Section 6.11(a) of the Credit Agreement is hereby amended by replacing the word
“and” before “(ii)” with “,” and inserting the following at the end of clause
(ii):
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“and
(iii) redemptions (and delivery of notices of redemption), retirements,
repurchases or other acquisitions for value (and offers to purchase) of
Senior Notes (provided that no Default or Event of Default shall have
occurred and be continuing or would result therefrom and Parent Borrower
shall be in compliance on a Pro Forma Basis after giving effect to such
redemption or acquisition with each of the covenants set forth in Sections
6.10(a) and (b) for the Test Period then last
ended).”.
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Section
2 Representations
and Warranties, No Default. Each Loan Party represents and warrants to
the Administrative Agent, the Collateral Agent and each of the Lenders as of the
date hereof and as of the date of effectiveness of this Amendment:
(a) This
Amendment has been duly authorized, executed and delivered by it and constitutes
a legal, valid and binding obligation of each Loan Party, enforceable against
such Loan Party in accordance with its terms.
(b) The
execution, delivery and performance by each Loan Party of this Amendment will
not (a) violate any Requirements of Law, (b) result in any breach of any of the
terms, covenants, conditions or provisions of, or constitute a default under, or
result in the creation or imposition of (or the obligation to create or impose)
any Lien upon any of the property or assets of any Loan Party or any of the
Subsidiaries, pursuant to the terms of any material indenture, loan agreement,
lease agreement, mortgage, deed of trust, agreement or other material instrument
to which such Loan Party or any of the Subsidiaries is a party or by which it or
any of its property or assets is bound or (c) violate any provision of the
certificate of incorporation, by-laws or other organizational documents of such
Loan Party or any of the Subsidiaries.
(c) The
representations and warranties made by any Loan Party set forth in the Credit
Agreement and in the other Loan Documents are true and correct in all material
respects (except that any representation and warranty that is qualified as to
“materiality” or “Material Adverse Effect” shall be true and correct in all
respects) on and as of the date hereof and as of the date of effectiveness of
this Amendment with the same effect as though made on and as of such date,
except to the extent such representations and warranties expressly relate to an
earlier date.
(d) At
the time of and immediately after giving effect to this Amendment, no Default or
Event of Default has occurred and is continuing.
Section
3 Conditions
to Effectiveness of Amendment. This Amendment will
become effective upon:
(a) receipt
by the Administrative Agent of executed signature pages to this Amendment from
the Required Lenders and each Loan Party; and
(b) payment
by the Parent Borrower of (x) a consent fee payable to each Lender consenting to
this Amendment in an amount equal to 0.25% of the aggregate principal amount of
Loans then outstanding owing to such Lender; (y) all fees and expenses due to
the Arranger pursuant to that certain arranger fee letter, dated as of July 28,
2009, by and between the Arranger and Parent Borrower and (z) all reasonable and
documented fees and expenses owed to the Administrative Agent in connection with
this Amendment and as otherwise required by Section 10.03 of the Credit
Agreement, including the reasonable fees, other charges and disbursements of
counsel for the Administrative Agent.
Section
4 Counterparts.
This Amendment may be executed in any number of counterparts and by different
parties hereto on separate counterparts, each of which when so executed and
delivered shall be deemed to be an original, but all of which when taken
together shall constitute a single instrument. Delivery of an executed
counterpart of a signature page of this Amendment by facsimile transmission or
electronic “.pdf” file shall be effective as delivery of a manually executed
counterpart hereof.
Section
5 Applicable
Law. THIS AMENDMENT
SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAW OF THE STATE OF
NEW YORK, WITHOUT REGARD TO CONFLICTS OF LAW PRINCIPLES THAT WOULD REQUIRE THE
APPLICATION OF THE LAWS OF ANOTHER JURISDICTION.
Section
6 Headings.
The headings of this Amendment are for purposes of reference only and shall not
limit or otherwise affect the meaning hereof.
Section
7 Effect of
Amendment. Except as expressly set forth herein, this Amendment shall not
by implication or otherwise limit, impair, constitute a waiver of or otherwise
affect the rights and remedies of the Lenders or the other Secured Parties under
the Credit Agreement or any other Loan Document, and shall not alter, modify,
amend or in any way affect any of the terms, conditions, obligations, covenants
or agreements contained in the Credit Agreement or any other provision of either
such agreement or any other Loan Document. Each and every term, condition,
obligation, covenant and agreement contained in the Credit Agreement or any
other Loan Document is hereby ratified and reaffirmed in all respects and shall
continue in full force and effect. Each Loan Party reaffirms its obligations
under the Loan Documents to which it is party and the validity of the Liens
granted by it pursuant to the Security Documents. From and after the effective
date of this Amendment, all references to the Credit Agreement in any Loan
Document shall, unless expressly provided otherwise, refer to the Credit
Agreement as amended by this Amendment. This Amendment shall be a Loan Document
for all purposes.
IN WITNESS
WHEREOF, the parties hereto have caused this Amendment to be duly executed as of
the date first above written.
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ROVI
CORPORATION,
as Parent Borrower
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By:
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/s/
Xxxxx Xxxxx
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Name:
Xxxxx Xxxxx
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Title:
CFO
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| MACROVISON
CORPORATION,
in its individual
capacity as Subsidirsy Borrower
and as Managing
Member of
ALL MEDIA GUIDE,
LLC,
MACROVISON
INTERNATIONAL
HOLDINGS LLC and
MACROVISION SERVICE,
LLC,
each as
Guarantors
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By:
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/s/
Xxxxx Xxxxx
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Name:
Xxxxx Xxxxx
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Title:
CFO
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MACROVISION EUROPE
LIMITED,
as Guarantor
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By:
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/s/
Xxxxx Xxxxx
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Name:
Xxxxx Xxxxx
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Title:
CFO
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[Amendment
No. 1]
ALL MEDIA GUIDE HOLDINGS,
INC.
APTIV
DIGITAL DEVELOPMENT SERVICES, LLC
APTIV
DIGITAL, INC.
CONTINENTAL
PAPER COMPANY
DIRECTCOM
NETWORKS, INC.
EUROMEDIA
GROUP, INC.
FORTV
HOLDINGS LLC
GEMSTAR
DEVELOPMENT CORPORATION
GEMSTAR–TV
GUIDE INTERACTIVE, LLC
GEMSTAR-TV
GUIDE INTERNATIONAL, INC.
GEMSTAR–TV
GUIDE MARKETING LLC
INDEX
SYSTEMS INC
IPG
DEVELOPMENT VENTURE, LLC
XXXXXXXXXXXX.XXX,
INC.
MACROVISION
PAYROLL SERVICES, LLC
MACROVISION
TM CORPORATION
MOODLOGIC,
INC.
PDT
HOLDINGS, INC.
SNTV
ACQUISITION, INC.
SNTV,
LLC
SPACECOM
SYSTEMS, INC.
STARSIGHT
TELECAST, INC.
TV GUIDE
AFFILIATE SALES &
MARKETING,
INC.
TV GUIDE
DATA SOLUTIONS, INC.
TV GUIDE
DISTRIBUTION, INC.
TV GUIDE,
INC.
TV GUIDE
INTERACTIVE GROUP, INC.
TV GUIDE
INTERACTIVE, INC.
TV GUIDE
INTERNATIONAL IPG, INC.
TV GUIDE
INTERNATIONAL, INC.
TV GUIDE
MEDIA SALES, INC.
TV GUIDE
MEDIA SERVICES, INC.
TV GUIDE
MOBILE ENTERTAINMENT, INC.
TV GUIDE
ON SCREEN, INC.
TV GUIDE
ONLINE, INC.
TV GUIDE
ONLINE, LLC
TV GUIDE
VISION GROUP, INC.
TV GUIDE,
INC.
TVSM
PUBLISHING, INC.
TVSM,
INC.
UNITED
VIDEO PROPERTIES, INC.
UV
CORP.
UV
HOLDINGS, INC.
UV
VENTURES, INC.
VIDEO TV,
INC.,
as Guarantors
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By:
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/s/
Xxxxx Xxxxx
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Name:
Xxxxx Xxxxx
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Title:
CFO
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JPMORGAN CHASE
BANK, N.A.
as Administrative Agent
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By:
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/s/
Xxxxxx Xxxxxx
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Name:
Xxxxxx Xxxxxx
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Title:
Vice
President
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