Sample Business Contracts

Loan Agreement - Rentrak Corp. and Michael Lightbourne

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                                 LOAN AGREEMENT

      THIS  AGREEMENT  is  entered  into this 30th day of August,  2000,  by and
between Rentrak Corporation ("Lender"), and Michael Lightbourne ("Borrower").


      WHEREAS, Borrower wishes to borrow funds from Lender on a limited-recourse
basis,  under the  terms and  conditions  set forth in this  Agreement,  for the
purpose of  exercising  certain "out of the money" stock  options for the common
stock of Rentrak Corporation  ("Rentrak")  pursuant to the Rentrak 2000 Employee
Loan/Option Program (the "Rentrak Stock"); and

      WHEREAS, Lender, having determined that a loan for such purpose would be
in furtherance of Lender's best interests, is willing to loan to Borrower such
funds, in the amount of Three Hundred Fifty Five Thousand Three Hundred Seventy
Five Dollars ($355,375.00) (the "Loan Funds"), under the terms and conditions
set forth in this Agreement and the exhibits hereto; and

      WHEREAS, Lender wishes to clarify and confirm that Borrower shall be under
no obligation  to repay the  principal  portion of the Loan beyond the amount of
funds  received by Borrower or Lender  pursuant to the sale of the Rentrak Stock
which is purchased with the Loan Funds; and

      WHEREAS,  Lender  has  simultaneously  executed  a  Pledge  Agreement  and
Promissory Note which provide for this Loan Agreement;

      NOW,  THEREFORE,  in  consideration  of the mutual  promises and covenants
herein contained, the parties agree as follows:


     1. Loan. Upon the effective date of this Agreement  specified above, Lender
agrees to loan Borrower Three Hundred Fifty Five Thousand Three Hundred  Seventy
Five  Dollars  ($355,375.00)  (the  "Loan").  The Loan shall be  evidenced  by a
Promissory  Note in the form  attached  hereto as Exhibit  "A".  The Loan may be
advanced  in one or  more  disbursements,  each of  which  shall  be  made  upon
Borrower's application to Lender for advances, as set forth below:

      Rentrak Corporation will issue a loan (or several loans, but not more than
five  (5)) to  Borrower  in an  amount  not more than the  amount  required  for
Borrower to purchase from Rentrak as many of your  unexercised  but fully vested
"out of the money"  Employee  Stock  Options  ("ESO's")  as  Borrower  wishes to
exercise at the time. Example:  You have an option for 100 shares of Rentrak, at
a price of $6 per share,  of which 60 shares  are vested and 40 are not.  On the
day you  borrow,  the  Rentrak  common  stock is  trading  at a price of  $5.00.
Consequently,  your $6.00  stock  option is "out of the money." We will lend you
$360.00,  if you wish to exercise the entire 60 share option,  or $300.00 if you
wish to  exercise  only 50 shares  and so on. You may also use a portion of your
own  funds to  exercise  the  option.  In the  previous  example


where you were exercising  only 50 shares,  you could borrow $200 and combine it
with $ 100 of your own funds to exercise the option.

     2. Term.  The  principal of the Loan will be due in one balloon  payment on
the earliest to occur of :

            (a) Upon the expiration of the term of Borrower's current employment
agreement with Rentrak; or

            (b) One (1) year  after  Borrower  leaves  Rentrak's  employ for any
other reason (unless such  departure  follows a Change in Control of Rentrak (as
defined below, in which event this subsection 2(b) shall not be applicable);  or

            (c) Five years  from the date of the Loan;  or

            (d) One year from the date of Borrower's death.

Such date may be called the Maturity Date.

     3. Interest.  The Loan shall accrue  interest at the federal funds interest
rate in effect on the date of the Loan. Interest will be payable annually on the
anniversary date of the Loan.

     4.  Security.  The Loan shall be secured by a Pledge  Agreement in the form
attached  hereto as Exhibit B encumbering  all of the Rentrak  Shares  purchased
with the proceeds of the Loan.

     5. Payment.  Payments shall be applied first to interest and then to unpaid
principal. Payments shall continue until the earlier of the time at which all of
the Loan  has  been  repaid,  together  with  interest,  or the  Maturity  Date,
whichever first occurs.

     6. Limited-Recourse.  The Loan shall be without recourse to Borrower except
as expressly set forth in Section 9 below.

     7. Event of Default. The following events shall be deemed events of default
under this Agreement  and, if such events occur,  Lender may pursue those rights
and remedies set forth herein and in the Note and Pledge  Agreement.  The events
of default are:

     7.1 Borrower's  failure to pay any sums due under the Note when and as due;

     7.2 Any  other  default  under  this  Agreement,  the  Note  or the  Pledge

     8. Bonus  Payments.  From time to time,  Rentrak has issued bonuses to some
employees,  possibly  including  Borrower.  By borrowing this money from Lender,
Borrower agrees that,  until the loan and all accrued  interest is fully repaid,
Rentrak will, if it elects to issue a bonus to Borrower,  first apply 50% of the
bonus,  after taxes,  to paying down the outstanding  interest  (first) and then
principal  of the Loan.  In other  words,  Borrower may only receive half of any
bonuses  Borrower would  otherwise be entitled to until  Borrower's loan is paid
off.  Bonuses  issued prior to June 30, 2000 will not be subject to this Section


     9.  Provision for  Limited-Recourse.  Lender's  recourse under the Loan and
this  Agreement  shall be and is limited to sale or  disposition  of the Rentrak
Shares pledged to Rentrak as security for the Loan for recovery of principal due
on the Loan. In addition, Lender may recover interest due from Borrower pursuant
to the Note,  Pledge Agreement or this Agreement.  Except to recover such unpaid
interest  amounts,  Lender shall have no other  recourse to or against any other
asset or property owned by Borrower other than the Rentrak Shares pledged to the
Loan (and certain bonus  payments as detailed in Section 8). Lender  agrees,  in
any action to foreclose on the Rentrak  Shares and/or an action upon an event of
default,  not to institute any action against Borrower  individually for payment
of any sum of money  that is or may be  payable  hereunder  (including  interest
thereon) other than an action to recover  interest owing to Lender and remaining
unpaid after sale or disposition of the Rentrak Shares pledged to the Loan.

     10. Change of Control of Rentrak. A "Change of Control of Rentrak" shall be
deemed to have occurred upon the first  fulfillment  of the conditions set forth
in any one of the following three paragraphs:

               (a) any "person (as such term is defined in Sections  3(a)(9) and
13(d)(3) of the  Securities  Exchange Act of 1934, as an amended (the  "Exchange
Act")),  other than a trustee or other  fiduciary  holding  securities  under an
employee benefit plan of Rentrak  Corporation,  is or becomes a beneficial owner
(within the meaning of Rule 13d-3 promulgated under the Exchange Act),  directly
or indirectly,  of securities of Rentrak Corporation,  representing  twenty-five
percent (25%) or more of the combined voting power of Rentrak Corporation's then
outstanding securities; or

               (b) a majority of the directors  elected at any annual or special
meeting of stockholders are not individuals  nominated by Rentrak  Corporation's
then incumbent Board; or

               (c) the shareholders of Rentrak  Corporation  approve a merger or
consolidation of Rentrak  Corporation with any other  corporation,  other than a
merger or consolidation  which would result in the voting  securities of Rentrak
Corporation  outstanding  immediately  prior  thereto  continuing  to  represent
(either by remaining outstanding or by being converted into voting securities of
the surviving entity) at least seventy-five percent (75%) of the combined voting
power of the voting  securities of Rentrak  Corporation or such surviving entity
outstanding immediately after such merger or consolidation,  or the shareholders
of  Rentrak  Corporation  approve  a plan of  complete  liquidation  of  Rentrak
Corporation or an agreement for the sale or  disposition by Rentrak  Corporation
of all or substantially all of its assets.

In the event of and following any Change of Control of Rentrak, and unless
Borrower shall then be in default pursuant to Section 7 hereof, Borrower may:


     10.1 Advise Lender by written notice, of Borrower's termination of the Loan
(Borrower's  "Termination  Notice") in which event the Loan shall be  terminated
and  Borrower  shall waive all rights of  Borrower in and to the Rentrak  Shares
securing  Borrower's  Loan in return  for  Lender's  waiver of all claims to any
recovery of principal  or interest  under the Loan except by  acceptance  of the
Rentrak  Shares  which  secures the Loan.  Following  delivery of a  Termination
Notice,  Lender shall take no further  collection  action except to realize upon
the Rentrak Shares pledged to the Loan and Borrower  shall  irrevocably  forfeit
any and all right to the Rentrak Shares pledged to the Loan.  Borrower agrees to
execute all such other and further documents as Lender shall require, evidencing
the termination of the Loan or the waiver set forth herein; or

     10.2 Advise the Lender in writing  (Borrower's  "Market  Price  Notice") of
Borrower's  election to have  Lender  purchase  such  percentage  of  Borrower's
Rentrak  Shares  pledged to the Loan as Borrower  shall  designate in the Market
Price  Notice,  at the market price for such  Rentrak  Shares as of the close of
business on the day prior to Lender's  receipt of such Market Price Notice.  The
proceeds of a purchase  pursuant to a Market Price Notice shall be applied first
to accrued  but  unpaid  interest  and the  balance,  if any,  to  principal  of
Borrower's  Loan.  After the Loan has been paid in full, any additional  Rentrak
Shares  or  proceeds  from the sale of  Rentrak  Shares  shall be  delivered  to
Borrower.  During  the term of this Loan  Agreement,  Borrower  may give as many
Market Price Notices as Borrower shall desire.

     11.  Waiver.  The  waiver of strict  compliance  of any  provision  in this
Agreement by Lender shall not constitute a waiver of strict compliance with that
or any other provision thereafter.

     12. Applicable Law. The enforceability and interpretation of this Agreement
shall be governed by the laws of the State of Oregon.

     13. Binding  Agreement.  This Agreement  shall be binding upon the parties,
their heirs, personal representatives, successors and assigns.

      IN WITNESS WHEREOF,  the parties have executed this Agreement effective as
of the day and year first above written.

LENDER:                                  BORROWER:

Rentrak Corporation

/s/ Ron Berger                           /s/ Michael Lightbourne
----------------------------------       --------------------------
By:  Ron Berger                          Name: Michael Lightbourne
Title:  Chairman & Chief Executive