ROVI CORPORATION and U.S. BANK NATIONAL ASSOCIATION, as Trustee INDENTURE Dated as of March 4, 2015 0.500% Convertible Senior Notes due 2020Indenture • March 4th, 2015 • Rovi Corp • Patent owners & lessors • New York
INDENTURE dated as of March 4, 2015 between ROVI CORPORATION, a Delaware corporation, as issuer (the “Company,” as more fully set forth in Section 1.01) and U.S. BANK NATIONAL ASSOCIATION, a national banking association, as trustee (the “Trustee,” as more fully set forth in Section 1.01).
Rovi CorporationRovi Corp • March 4th, 2015 • Patent owners & lessors • New York
Rovi Corporation, a Delaware corporation (the “Company”), proposes to issue and sell to the several initial purchasers listed in Schedule 1 hereto (the “Initial Purchasers”), for whom you are acting as representatives (the “Representatives”), $300,000,000 principal amount of its 0.500% Convertible Senior Notes due 2020 (the “Underwritten Securities”) and, at the option of the Initial Purchasers, up to an additional $45,000,000 principal amount of its 0.500% Convertible Senior Notes due 2020 (the “Option Securities”) if and to the extent that the Initial Purchasers shall have determined to exercise the option to purchase such 0.500% Convertible Senior Notes due 2020 granted to the Initial Purchasers in Section 2 hereof. The Underwritten Securities and the Option Securities are herein referred to as the “Securities”. The Securities will be issued pursuant to an Indenture expected to be dated as of March 4, 2015 (the “Indenture”) between the Company and U.S. Bank National Association, as
To: Rovi Corporation Santa Clara, California 95050 Attention: [Title of contact] Telephone: [Telephone No.] Facsimile: [Facsimile No.]Rovi Corp • March 4th, 2015 • Patent owners & lessors
The purpose of this letter agreement (this “Confirmation”) is to confirm the terms and conditions of the call option transaction entered into between [Dealer] (“Dealer”) and Rovi Corporation (“Counterparty”) as of 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 the Transaction. [Barclays Bank PLC is not a member of the Securities Investor Protection Corporation (“SIPC”). Barclays is authorised by the Prudential Regulation Authority and regulated by the Financial Conduct Authority and the Prudential Regulation Authority.]5
To: Rovi Corporation Santa Clara, California 95050 Attention: [Title of contact] Telephone: [Telephone No.] Facsimile: [Facsimile No.]Rovi Corp • March 4th, 2015 • Patent owners & lessors
The purpose of this letter agreement (this “Confirmation”) is to confirm the terms and conditions of the Warrants issued by Rovi Corporation (“Company”) to [Dealer] (“Dealer”) as of 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 the Transaction. [Barclays Bank PLC is not a member of the Securities Investor Protection Corporation (“SIPC”). Barclays is authorised by the Prudential Regulation Authority and regulated by the Financial Conduct Authority and the Prudential Regulation Authority.]5
