ex10-1.htm


    


    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, J.P Morgan Securities Inc. (the
“Arranger”) and Merrill
Lynch, Pierce, Fenner & Smith Incorporated, as joint lead arrangers and
joint bookrunners, Merrill Lynch, Pierce, Fenner & Smith 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):

    


    
      	
               
      

            	
              “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).”.

            


    

     

        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.

     

     

                                                                                                               

     

    
      
        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  
                                    
                                      
                                        
                                          
                                            
                                              
                                                
                                                  
                                                    
                                                      
                                                        
                                                          
                                                            
                                                              	 	 	 
	 	
                                                                       ROVI
      CORPORATION,

                                                                       as Parent Borrower

                                                                    	 
	 	 	 
	
                                                                      By: 
      

                                                                    	
                                                                      /s/
      James Budge

                                                                    	 
	 	
                                                                      Name: 
      James Budge

                                                                    	 
	 	
                                                                      Title: 
      CFO

                                                                    	 


                                                            

                                                          

                                                        

                                                      

                                                    

                                                  

                                                

                                              

                                            

                                          

                                        

                                      

                                    

                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

        

      

    

     

     

    
                                                             

      
        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  
                                    
                                      
                                        
                                          
                                            
                                              
                                                
                                                  	 	 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

                                                        	 
	 	 	 
	
                                                           By: 
      

                                                        	
                                                          /s/
      James Budge

                                                        	 
	 	
                                                          Name: 
      James Budge

                                                        	 
	 	
                                                          Title: 
      CFO

                                                        


                                                

                                              

                                            

                                          

                                        

                                      

                                    

                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

        

      

    

     

                                                               

    
       

      
        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  
                                    
                                      
                                        
                                          
                                            	 	 	 
	 	
                                                     MACROVISION EUROPE
      LIMITED,

                                                            as Guarantor

                                                  	 
	 	 	 
	
                                                     By: 
      

                                                  	
                                                    /s/
      James Budge

                                                  	 
	 	
                                                    Name: 
      James Budge

                                                  	 
	 	
                                                    Title: 
      CFO

                                                  


                                          

                                        

                                      

                                    

                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

        

      

    

     

     

    
 

    


    


    


    


    


    


    [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

    JUMPTHESHARK.COM,
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

     

    
      
        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  
                                    
                                      	 	 	 
	
                                               By: 
      

                                            	
                                              /s/
      James Budge

                                            	 
	 	
                                              Name: 
      James Budge

                                            	 
	 	
                                              Title: 
      CFO

                                            


                                    

                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

        

      

    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    

       

       

       

      
        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  
                                    
                                      
                                        
                                          
                                            
                                              
                                                
                                                  
                                                    
                                                      	 	 	 
	 	 	 
	 	
                                                              JPMORGAN CHASE
      BANK, N.A.

                                                                    as Administrative Agent

                                                            	 
	 	 	 
	 	 	 
	
                                                              By: 
      

                                                            	
                                                              /s/
      Sharon Bazbaz

                                                            	 
	 	
                                                              Name: 
      Sharon Bazbaz

                                                            	 
	 	
                                                              Title: 
      Vice
President