Macrovision Corporation Registration Rights Agreement August 23, 2006Macrovision Corp • August 23rd, 2006 • Services-computer integrated systems design • New York
Macrovision Corporation, a Delaware corporation (the “Company”), proposes to issue and sell to the initial purchasers (the “Initial Purchasers”) listed on Schedule 1 to the purchase agreement dated August 17, 2006 (the “Purchase Agreement”), for whom J.P. Morgan Securities Inc. is acting as representative (the “Representative”), $240,000,000 aggregate principal amount of its 2.625% Convertible Senior Notes due 2011 (the “Notes”), upon the terms and subject to the conditions set forth in the Purchase Agreement.
JPMorgan Chase Bank, National Association London EC4Y 0JP England August 17, 2006 To: Macrovision Corporation Santa Clara, CA 95050 Attention: Chief Financial OfficerMacrovision Corp • August 23rd, 2006 • Services-computer integrated systems design • New York
The purpose of this letter agreement is to confirm the terms and conditions of the Warrants issued by Macrovision Corporation (“Company”) to JPMorgan Chase Bank, National Association, London Branch (“JPMorgan”) on the Trade Date specified below (the “Transaction”). This letter agreement constitutes a “Confirmation” as referred to in the ISDA Master Agreement specified below. This Confirmation shall replace any previous agreements and serve as the final documentation for this Transaction.
2.625% Convertible Senior Notes due 2011Macrovision Corp • August 23rd, 2006 • Services-computer integrated systems design • New York
INDENTURE, dated as of August 23, 2006, between Macrovision Corporation, a corporation duly organized and existing under the laws of the State of Delaware, as Issuer (the “Company”), having its principal office at 2830 De La Cruz Boulevard, Santa Clara, CA 95050 and The Bank of New York Trust Company, N.A., a national banking association, as Trustee (the “Trustee”).
JPMorgan Chase Bank, National Association London EC4Y 0JP EnglandMacrovision Corp • August 23rd, 2006 • Services-computer integrated systems design • New York
The purpose of this letter agreement is to confirm the terms and conditions of the Transaction entered into between JPMorgan Chase Bank, National Association, London Branch (“JPMorgan”) and Macrovision Corporation (“Counterparty”) on the Trade Date specified below (the “Transaction”). This letter agreement constitutes a “Confirmation” as referred to in the ISDA Master Agreement specified below. This Confirmation shall replace any previous agreements and serve as the final documentation for this Transaction.
ContractMacrovision Corp • August 23rd, 2006 • Services-computer integrated systems design • New York
THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT AS SET FORTH IN THE FOLLOWING SENTENCE. BY ITS ACQUISITION HEREOF, THE HOLDER AGREES (1) THAT IT WILL NOT WITHIN THE LATER OF (X) TWO YEARS AFTER THE LATEST ISSUE DATE OF THIS SECURITY AND (Y) THREE MONTHS AFTER IT CEASES TO BE AN AFFILIATE (WITHIN THE MEANING OF RULE 144 UNDER THE SECURITIES ACT) OF THE ISSUER, OFFER, RESELL, PLEDGE OR OTHERWISE TRANSFER THE SECURITY EVIDENCED HEREBY OR THE COMMON STOCK ISSUABLE UPON CONVERSION OF SUCH SECURITY, EXCEPT (A) TO THE ISSUER; (B) UNDER A REGISTRATION STATEMENT THAT HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES ACT; (C) TO A PERSON THE SELLER REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER (AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT) THAT IS PURCHASING FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF ANOTHER QUALIFIED INSTITUTIONAL BUYER AND TO WHOM NOTICE IS GIV
