Sample Business Contracts

Promissory Note - Rentrak Corp. and Michael Lightbourne

Sponsored Links

                                 PROMISSORY NOTE

Portland, Oregon                                              August 30, 2000


       FOR VALUE RECEIVED,  the undersigned  maker (herein "Maker")  promises to
pay to Rentrak  Corporation,  an Oregon corporation  (herein  "Holder"),  at its
office address of One Airport  Center,  7700 N.E.  Ambassador  Place,  Portland,
Oregon  97220 or at such other place as Holder may  designate,  on or before the
Maturity  Date (as defined in the Loan  Agreement  of even date  herewith),  the
principal sum of Three Hundred  Fifty Five Thousand  Three Hundred  Seventy Five
Dollars ($355,375.00), together with interest thereon as provided herein.

1.    Interest and Payment.

       1.1 Interest Rate.  Maker promises to pay interest from and including the
date hereof until paid on the unpaid principal balance hereof at the rate of six
and one-half  percent  (6.5%) per annum which is the "Federal  Funds Rate" as of
the date hereof. Interest shall be computed on the basis of a 360-day year.

       1.2 Interest Payments.  On the 30th day of August,  2001, and on the 30th
day of each twelve-month  period  thereafter  through and including the Maturity
Date, as defined  above,  Maker shall pay to the order of Holder all accrued and
unpaid interest as provided for in section 1.1 above.

       1.3  Default   Interest  Rate.   After  the  maturity  date  (whether  by
acceleration  or  otherwise),  any principal not paid shall bear interest at the
annual rate of three percent (3%) over and above the rate which would  otherwise
apply hereunder, or the maximum amount which may be legally charged as interest,
whichever is the lesser, until paid.

       1.4 Final Payment.  The entire unpaid principal  balance hereof,  and all
accrued but unpaid  interest  thereon,  shall be entirely due and payable 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 in Section 10 of the Loan Agreement); or

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

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

unless accelerated as provided in the Loan Agreement executed herewith.


       1.5 Late  Charge.  If any payment  hereunder  is not made within ten (10)
days of the date first due, Maker shall pay to Holder a late charge in an amount
equal to five percent (5%) of the amount of such payment. Holder's acceptance of
such late charges  shall not  constitute a waiver of any existing or  subsequent
default hereunder.

       1.6 Place and Time of Payment.  All  payments  specified  herein shall be
deemed made when  actually  received by Holder.  All  payments  shall be made to
Holder at its  address set forth  above,  and shall be made  without  offset and
without prior notice or demand.

       1.7 No Prepayment Penalty. This note may be prepaid, in whole or in part,
without penalty to the Maker. A partial  prepayment  shall not excuse Maker from
making the regular annual payments required herein nor lessen the amount of such

       1.8 Form and  Application of Payments.  Payments shall be in lawful money
of the United  States of America,  and when  received by Holder shall be applied
first to all amounts due hereunder  other than principal or interest,  second to
accrued  interest,  third upon the portion of the principal balance then due, if
any, and fourth as a principal prepayment.

2.    Default.

       Time is of the essence of this Promissory Note. A default shall occur if:

       2.1 Failure to Make Payments.  Maker fails to make any payment under this
Promissory  Note within ten (10) days after notice from Holder that such payment
was not received on or before the date due.

       2.2 Other Failures. Maker fails to perform any other obligation contained
in this Promissory Note or the Loan Agreement or Pledge Agreement  securing this
Promissory  Note within ten (10) days after  notice from Holder  specifying  the
nature of the default.

       2.3 Bankruptcy.  Maker becomes insolvent, a receiver is appointed to take
possession of all or a  substantial  part of any Maker's  properties,  any Maker
makes an assignment  for the benefit of creditors or files a voluntary  petition
in  bankruptcy,  or any  Maker is the  subject  of an  involuntary  petition  in
bankruptcy.  For purposes of this Section 2.3, (a) if any Maker is a partnership
(general or limited),  the term "Maker"  includes any individual or entity which
is a general partner of such Maker,  and (b) if this Promissory Note is executed
by more than one maker or co-maker, the term "Maker" means and includes each and
every person or entity which is such a maker or co-maker.

3.    Remedies.

       In the  event  of a  default,  Holder  may  take  any  one or more of the
following steps:

       3.1 Acceleration. Declare the entire unpaid principal balance of the debt
evidenced hereby, and all interest on such debt and all other costs and expenses
evidenced  hereby,  to be immediately  due and payable,  provided,  however that
Holder's  recourse  shall be limited as provided in Sections 6 and 9 of the Loan


       3.2 Other  Remedies.  Pursue any other right or remedy  provided  herein,
provided  in the Loan  Agreement  or the  Pledge  Agreement,  as  limited by the
provisions of Sections 6 and 9 of the Loan Agreement. Holder may pursue any such
rights or remedies singly, together or successively.  Exercise of any such right
or remedy shall not be deemed an election of  remedies.  Failure to exercise any
right or  remedy  shall not be deemed a waiver  of any  existing  or  subsequent
default nor a waiver of any such right or remedy but nothing  herein is intended
to modify the provisions of Sections 6 and 9 of the Loan Agreement.

4.    Attorney Fees and Collection Costs.

       Maker and all sureties and  accommodation  parties hereof hereby agree to
pay all costs of  collection  hereunder  and/or under any  guaranty  executed in
connection  herewith,   including  reasonable  attorney  fees,  whether  or  not
litigation is actually  commenced.  In the event the Holder is made party to any
litigation  because  of the  existence  of the  indebtedness  evidenced  by this
Promissory  Note,  Maker shall reimburse  Holder for its costs and attorney fees
incurred with respect to such  litigation.  In the event litigation is commenced
by a party hereto to enforce or interpret any provision of this Promissory Note,
or to collect any amount due hereunder,  the prevailing party in such litigation
shall be  entitled to  receive,  in  addition to all other sums and relief,  its
reasonable  costs and attorney  fees,  incurred both at and in  preparation  for
trial and any appeal or review,  such  amount to be set by the  court(s)  before
which the matter is heard.  Maker also agrees to pay any attorney  fees incurred
by Holder in connection with any bankruptcy or similar proceedings wherein Maker
(as defined in Section 2.3, above) is the "debtor."

5.    Governing Law and Usury; Severability.

       5.1 Governing Law and Usury. This Promissory Note shall be deemed to have
been executed  under and shall be construed and enforced in accordance  with the
laws of the State of Oregon without  regard to its conflicts of law  principles.
The Maker agrees that any suit or action  relating to this Promissory Note shall
be instituted and commenced in the United States District Court for the District
of Oregon, or the Circuit Court of Multnomah County,  State of Oregon,  and each
of the Makers  hereby  waives the right to change  such venue.  It is  expressly
stipulated  and  agreed to be the intent of Maker,  Holder and their  respective
affiliates at all times to comply strictly with the applicable usury laws now or
hereafter  governing  consideration  received under this Promissory Note. If the
applicable law is ever  interpreted so as to render  usurious any  consideration
called for, contracted for, charged, taken, reserved or received with respect to
this Promissory Note, or if any prepayment by Maker or Holder's  exercise of the
option herein  contained to  accelerate  the maturity of this  Promissory  Note,
results in Maker  having paid any  interest in excess of that  permitted by law,
then  notwithstanding  anything to the contrary in this  Promissory  Note, it is
Maker's  and  Holder's  express  intent and  agreement  that all excess  amounts
theretofore  collected  by Holder be credited on the  principal  balance of this
Promissory Note (or, if this Note has been paid in full,  refunded to Maker) and
the provisions of this Promissory Note shall  immediately be deemed reformed and
the amounts thereafter  collectible hereunder reduced,  without the necessity of
the  execution of any new  documents,  so as to comply with the then  applicable
law, but so as to permit the recovery of the fullest amount otherwise called for


       5.2 Severability.  If any provision of this Promissory Note is found by a
court of competent  jurisdiction to be invalid or unenforceable as written, then
the parties intend and desire that (a) such provision be enforceable to the full
extent  permitted by law, and (b) the  invalidity  or  unenforceability  of such
provision shall not affect the validity and  enforceability  of the remainder of
this Promissory Note.

6.    Amendment.

       This Promissory Note may not be amended,  modified or changed,  nor shall
any provision  hereof be deemed waived,  except only by an instrument in writing
signed by the party  against whom  enforcement  of any such  waiver,  amendment,
change or modification is sought.

7.    Waivers; Joint and Several Liability.

       Maker and all sureties and accommodation parties, without affecting their
liability, hereby (a) waive diligence presentment, protest and demand, (b) waive
notice of protest,  of demand, of nonpayment,  of dishonor and of maturity,  and
(c)  consent to any  extension  or  alternation  of the time or terms of payment
hereof, any and all renewals, extension or modification of the terms hereof, any
release of all or any part of any  security  which may be given for the  payment
hereof, any acceptance of additional security of any kind, and any release of or
resort to any party liable for payment hereof,  any of which may be made without
notice to any of said parties. All such parties,  including Maker (as defined in
Section 2.3, above) and each constituent  person and entity of Maker, agree that
they  shall  each be  jointly  and  severally  liable  for full  payment of this
Promissory  Note and agree to pay the full amount of the  principal and interest
of the indebtedness evidenced hereby.

8.    Binding Agreement.

       This  Promissory Note shall be binding upon the successors and assigns of

9. Security.

       This Promissory Note is secured by a Stock Pledge  Agreement of even date

       IN WITNESS WHEREOF, this Promissory Note has been executed as of the date
and year first above written.

                                         /s/ Michael Lightbourne
                                         Michael Lightbourne