August 17, 2006Warrant Agreement • May 5th, 2008 • Macrovision Solutions CORP • Periodicals: publishing or publishing & printing • 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.
Telephone No.: (408) 562-8400 Facsimile No.: (408) 567-1802Call Option Transaction • May 5th, 2008 • Macrovision Solutions CORP • Periodicals: publishing or publishing & printing • 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.
CREDIT AGREEMENT dated as of May 2, 2008, among MACROVISION SOLUTIONS CORPORATION, as Parent Borrower, MACROVISION CORPORATION, as Subsidiary Borrower, THE GUARANTORS PARTY HERETO, as Guarantors, THE LENDERS PARTY HERETO and J.P. MORGAN SECURITIES...Credit Agreement • May 5th, 2008 • Macrovision Solutions CORP • Periodicals: publishing or publishing & printing • New York
This CREDIT AGREEMENT (this “Agreement”) dated as of May 2, 2008 among MACROVISION SOLUTIONS CORPORATION, a Delaware corporation (“Parent Borrower”), MACROVISION CORPORATION, a Delaware corporation (“Subsidiary Borrower” and, together with Parent Borrower, “Borrowers”) the Guarantors (such term and each other capitalized term used but not defined herein having the meaning given to it in Article I), the Lenders, J.P. MORGAN SECURITIES INC. and MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED, as joint lead arrangers (in such capacity, “Arrangers”) and joint bookrunners (in such capacity, “Bookrunners”), MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED, as syndication agent (in such capacity, “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.
MACROVISION SOLUTIONS CORPORATION MACROVISION CORPORATION 11% Senior Notes due 2013 Purchase AgreementPurchase Agreement • May 5th, 2008 • Macrovision Solutions CORP • Periodicals: publishing or publishing & printing • New York
Macrovision Solutions Corporation, a Delaware corporation (the “Company”), and Macrovision Corporation, a Delaware corporation (“Macrovision” and, together with the Company, the “Issuers”), propose to issue and sell to the several initial purchasers listed in Schedule 1 hereto (the “Initial Purchasers”), for whom you are acting as representative (the “Representative”), $100,000,000 principal amount of their 11% Senior Notes due 2013 (the “Securities”). The Securities will be issued pursuant to an Indenture to be dated as of May 2, 2008 (the “Indenture”) among the Issuers, the guarantors listed on Schedules 2 and 3 hereto (the “Guarantors”) and The Bank of New York Trust Company, N.A., as trustee (the “Trustee”), and will be guaranteed on an unsecured senior basis by each of the Guarantors (the “Guarantees”). Upon consummation of the acquisition of Gemstar-TV Guide International Inc. (“Gemstar”) by the Company (the “Acquisition”), the Guarantors listed on Schedule 2 hereto (the “Gemstar
SUPPLEMENTAL INDENTURE NO. 1 TO INDENTURESupplemental Indenture • May 5th, 2008 • Macrovision Solutions CORP • Periodicals: publishing or publishing & printing • New York
Supplemental Indenture, dated as of May 1, 2008 (this “Agreement”) by Macrovision Solutions Corporation, a Delaware corporation (“Macrovision Solutions”), Macrovision Corporation, a Delaware corporation (the “Company”) and The Bank of New York Trust Company, N.A., as Trustee (the “Trustee”). Capitalized terms used in this Agreement without definition have the meanings assigned to them in the Indenture (as defined below).
