0001193125-03-037855 Sample Contracts

EMPLOYMENT AGREEMENT
Employment Agreement • August 14th, 2003 • Gemstar Tv Guide International Inc • Periodicals: publishing or publishing & printing • California

This Employment Agreement (the “Agreement”) is entered into by and between Gemstar-TV Guide International, Inc. (the “Company”) and Ian Aaron (“Employee”), as of the 16th day of April 2003 (“Effective Date”).

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PARENT GUARANTY
Parent Guaranty • August 14th, 2003 • Gemstar Tv Guide International Inc • Periodicals: publishing or publishing & printing • New York

THIS PARENT GUARANTY (the “Parent Guaranty”) is issued as of this 19th day of June, 2003, by GEMSTAR-TV GUIDE INTERNATIONAL, INC., a Delaware corporation (the “Guarantor”), in favor of BANK OF AMERICA, N.A., as administrative agent (the “Administrative Agent”) for the Issuing Bank and the Lenders (each as defined herein).

Employment Agreement
Employment Agreement • August 14th, 2003 • Gemstar Tv Guide International Inc • Periodicals: publishing or publishing & printing • California

This Employment Agreement (the “Agreement”) is entered into by and between Gemstar-TV Guide International, Inc. (the “Company”) and Christine Levesque (“Executive”), as of the 9th day of May, 2003 (the “Effective Date”).

THIRD AMENDMENT AND WAIVER TO FACILITY A LOAN AGREEMENT
A Loan Agreement • August 14th, 2003 • Gemstar Tv Guide International Inc • Periodicals: publishing or publishing & printing • New York

THIS THIRD AMENDMENT AND WAIVER TO FACILITY A LOAN AGREEMENT (this “Amendment”), dated as of June 19, 2003, among TV GUIDE, INC., a Delaware corporation (f/k/a United Video Satellite Group, Inc.) (the “Borrower”), each lender from time to time party hereto (as defined in the Loan Agreement defined below, collectively, the “Lenders” and individually, a “Lender”), and BANK OF AMERICA, N. A., as Administrative Agent for the Lenders.

THIRD AMENDMENT AND WAIVER TO FACILITY B LOAN AGREEMENT
B Loan Agreement • August 14th, 2003 • Gemstar Tv Guide International Inc • Periodicals: publishing or publishing & printing • New York

THIS THIRD AMENDMENT AND WAIVER TO FACILITY B LOAN AGREEMENT (this “Amendment”), dated as of June 19, 2003, among TV GUIDE, INC., a Delaware corporation (f/k/a United Video Satellite Group, Inc.) (the “Borrower”), each lender from time to time party hereto (as defined in the Loan Agreement defined below, collectively, the “Lenders” and individually, a “Lender”), and BANK OF AMERICA, N. A., as Administrative Agent for the Lenders.

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