TiVo 2006 Annual Report Download - page 169

CREDIT AGREEMENT
This CREDIT AGREEMENT dated as of January 25, 2007, is entered into among TIVO INC., a Delaware corporation (the "Company"), the
financial institutions named on the signature pages hereof (each a "Lender" and collectively, the "Lenders") and CITIGROUP GLOBAL MARKETS
REALTY CORP., a New York corporation, as administrative agent for the Lenders (the "Administrative Agent").
WHEREAS, the Company has requested the Lenders to extend credit in the form of Loans (such term and each other capitalized term used herein
having the meaning given it in Article I) at any time and from time to time prior to the Maturity Date, in an aggregate principal amount at any time
outstanding not in excess of $50,000,000 (subject to increase or decrease, as provided herein). The proceeds of the Loans are to be used by the Company for
the purposes set forth herein.
NOW, THEREFORE, the Lenders are willing to extend such credit to the Company on the terms and subject to the conditions set forth herein. In
consideration of the mutual agreements contained herein, the parties hereto agree as follows:
ARTICLE I
DEFINITIONS
SECTION 1.01. Defined Terms. As used in this Agreement, the following terms have the following meanings:
"Account Control Agreement": Means each deposit account control agreement and each securities account control agreement, dated on or after
the Closing Date, by and among the Administrative Agent, the Company and the applicable deposit account bank or securities account bank.
"Acquisition": Means any transaction or series of related transactions for the purpose of or resulting, directly or indirectly, in (a) the acquisition
of all or a substantial portion of the assets of a Person, or of all or a substantial portion of any business or division of a Person, (b) the acquisition of in excess
of 50% of the capital stock, partnership interests, membership interests or equity of any Person, or otherwise causing any Person to become a Subsidiary, or
(c) a merger or consolidation or any other combination with another Person (other than a Person that is already a Subsidiary).
"Administrative Agent": As set forth in the introductory paragraph of this Agreement.
"Affiliate": As to any Person, any other Person that, directly or indirectly, controls, is controlled by or is under common control with such Person
or is a director or officer of such Person. For purposes of this definition, the term "control" (including the terms "controlling", "controlled by" and "under
common control with") of a Person means the possession, direct or indirect, of the power to vote 10% or more of the voting interests of such Person or to
direct or cause the direction of the management and policies of such Person, whether through the ownership of voting interests, by contract or otherwise.