**EXHIBIT 10.8**

 

FIRST AMENDMENT TO CREDIT AGREEMENT

 

THISFIRST AMENDMENT TO CREDIT AGREEMENT (this “Amendment”) is entered into as of July 1,2003, by and between Rentrak Corporation, an Oregon Corporation (“Borrower”),and WELLS FARGO BANK, NATIONAL ASSOCIATION (“Bank”).

 

RECITALS

 

WHEREAS,Borrower is currently indebted to Bank pursuant to the terms and conditions ofthat certain Credit Agreement between Borrower and Bank dated as of July 15,2002, as amended from time to time (“Credit Agreement”).

 

WHEREAS,Bank and Borrower have agreed to certain changes in the terms and conditionsset forth in the Credit Agreement and have agreed to amend the Credit Agreementto reflect said changes.

 

NOW,THEREFORE, for valuable consideration, the receipt and sufficiency of which arehereby acknowledged, the parties hereto agree that the Credit Agreement shallbe amended as follows:

 

1.                                       Section 4.9.(b) is hereby deleted in its entirety, and the following substitutedtherefor:

 

“(b)                           TangibleNet Worth not at any time less than $15,000,000.00 determined at each fiscalquarter end, with “Tangible Net Worth” defined as the aggregate of totalstockholders’ equity plus subordinated debt less any intangible assets.”

 

2.                                       Exceptas specifically provided herein, all terms and conditions of the CreditAgreement remain in full force and effect, without waiver or modification.  All terms defined in the Credit Agreementshall have the same meaning when used in this Amendment.  This Amendment and the Credit Agreement shallbe read together, as one document.

 

3.                                       Borrowerhereby remakes all representations and warranties contained in the CreditAgreement and reaffirms all covenants set forth therein.  Borrower further certifies that as of thedate of this Amendment there exists no Event of Default as defined in theCredit Agreement, nor any condition, act or event which with the giving ofnotice or the passage of time or both would constitute any such Event ofDefault.

 

**UNDEROREGON LAW, MOST AGREEMENTS, PROMISES AND COMMITMENTS MADE BY BANK AFTER OCTOBER 3,1989 CONCERNING LOANS AND OTHER CREDIT EXTENSIONS WHICH ARE NOT FOR PERSONAL,FAMILY OR HOUSEHOLD PURPOSES OR SECURED SOLELY BY THE BORROWER’S RESIDENCE MUSTBE IN WRITING, EXPRESS CONSIDERATION AND BE SIGNED BY BANK TO BE ENFORCEABLE.**

 

INWITNESS WHEREOF, the parties hereto have caused this Amendment to be executedas of the day and year first written above.

 
|                 |                                   | WELLS FARGO  BANK,                |
|----------------------|----------------------------------------|-----------------------------------|
| Rentrak  Corporation |                                   |   NATIONAL  ASSOCIATION |
|                 |                                   |                              |
|                 |                                   |
| By:                  | /s/ Mark Thoenes                       |                              | By: | /s Victoria Vohs |   |
|                 | Mark Thoenes,  Chief Financial Officer |                              | Victoria Vohs,  Vice President |
|                      |                                        |                                   |  |  |  |  |

 

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