TiVo 2006 Annual Report Download - page 235

EXHIBIT A
FORM OF NOTE
New York, New York
$ , 20
FOR VALUE RECEIVED, TIVO INC., a Delaware corporation (the "Company"), promises to pay to the order of [ ] (the
"Lender") the principal amount of ( ), or, if less, the aggregate amount of Loans (as defined in the Credit Agreement referred to below) made by
the Lender to the Company pursuant to the Credit Agreement on the Maturity Date or as otherwise required pursuant to the terms of the Credit Agreement.
The Company also promises to pay interest on the unpaid principal amount hereof from the date hereof until paid at the rates and at the times
which shall be determined in accordance with the provisions of the Credit Agreement.
All payments of principal and interest in respect of this Note shall be made in lawful money of the United States of America in same day funds at
the office of the Administrative Agent described in the Credit Agreement. Until notified of the transfer of this Note, the Company shall be entitled to deem the
Lender or such person who has been so identified by the transferor in writing to the Company as the holder of this Note, as the owner and holder of this Note.
Each of the Lender and any subsequent holder of this Note agrees that before disposing of this Note or any part hereof it will make a notation of all principal
payments previously made hereunder on the schedule attached hereto; provided, however, that the failure to make notation of any payment made on this Note
shall not limit or otherwise affect the obligation of the Company hereunder with respect to payments of principal or interest on this Note.
This Note is one of the Notes referred to in, and is entitled to the benefits of, the Credit Agreement dated as of January 25, 2007 (the "Credit
Agreement") among the Company, the financial institutions named therein and Citigroup Global Markets Realty Corp., as Administrative Agent. The Credit
Agreement, among other things (i) provides for the making of an advance (the "Loans") by the Lender to the Company on the date hereof in an aggregate
amount not to exceed at any time outstanding the U.S. dollar amount first above mentioned, the indebtedness of the Company resulting from such Loans being
evidenced by this Note, and (ii) contains provisions for acceleration of the maturity hereof upon the happening of certain stated events and also for
prepayments on account of principal hereof prior to the maturity hereof upon the terms and conditions therein specified.
The terms of this Note are subject to amendment only in the manner provided in the Credit Agreement.
No reference herein to the Credit Agreement and no provision of this Note or the Credit Agreement shall alter or impair the obligation of the
Company, which is absolute and unconditional, to pay the principal of and interest on this Note at the place, at the respective times, and in the currency herein
prescribed.
A-1