Credit Agreement [Amendment] - Rentrak Corp. and Wells Fargo Bank NA
June 16, 2003 Mr. Mark Thoenes, CFO Rentrak Corporation One Airport Center 7700 NE Ambassador Place Portland, OR 97220 Dear Mark: We have approved an extension of the $4,500,000 line of credit through 10/1/03. The only change to the existing covenant structure is a reduction in the minimum tangible net worth from $16,000,000 to $15,000,000. Borrower: Rentrak Corporation. Type of Credit: Secured Revolving Line of Credit. Principal Amount: Four Million Five Hundred Dollars ($4,5000,000). Purpose: To assist with working capital needs. Interest Rate: Option 1: Wells Fargo Bank's Prime Rate. As of June 16, 2003 our Prime Rate equaled 4.25% which would result in an initial floating rate of 4.25%. Option 2: A variable rate based on the London Interbank Offering Rate plus two percent (LIBOR + 2.00%). On June 16, 2003 the one month LIBOR index equaled 1.11% which would result in an initial rate of 3.11%. Maturity: October 1, 2003. Commitment or Loan Fee: 0.188% of the unused commitment, payable quarterly in arrears. Collateral: Secured by a blanket lien on all assets of the company. Guaranties: All subsidiaries. <PAGE> The entire credit package shall be governed by a credit agreement that shall include the following: Covenants: Rentrak Corporation shall maintain a minimum Current Ratio of 1.10:1.0, measured quarterly. Current ratio is defined as current assets divided by current liabilities. Rentrak Corporation shall maintain a maximum Leverage Ratio of 1.50:1.0, measured quarterly. Leverage ratio shall be defined as the ratio of Total Liabilities to Tangible Net Worth. Rentrak Corporation shall maintain a minimum Tangible Net Worth of $15,000,000 measured quarterly. Reporting: Annual CPA Reviewed Financial Statements of Rentrak Corporation within 120 days of fiscal year-end. Company Prepared Financial Statements of Rentrak Corporation within 45 days of each fiscal quarter-end. If you have any questions please feel free to contact me. Sincerely, WELLS FARGO BANK, NATIONAL ASSOCIATION By: /s/ Victoria Vohs Title: Vice President