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):
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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 Pa
