**EXHIBIT 10.10**

 
| WELLS  FARGO  | * * |   |   | *REVOLVING LINE OF CREDIT NOTE*  |
|---------------|----------|--------|--------|----------------------------------|
| $6,000,000.00 |     |   |   | Portland, Oregon       |
|          |     |   |   | January 3, 2005   |

  

FOR VALUE RECEIVED, the undersigned RENTRAKCORPORATION (“Borrower”) promises to pay to the order of WELLS FARGO BANK,NATIONAL ASSOCIATION (“Bank”) at its office at Portland RCBO, 1300 S. W. FifthAvenue, Portland, OR 97201, or at such other place as the holder hereof maydesignate, in lawful money of the United States of America and in immediatelyavailable funds, the principal sum of $6,000,000.00, or so much thereof as maybe advanced and be outstanding, with interest thereon, to be computed on eachadvance from the date of its disbursement as set forth herein.

 

1.                                       **DEFINITIONS:**

 

As used herein, thefollowing terms shall have the meanings set forth after each, and any otherterm defined in this Note shall have the meaning set forth at the placedefined:

 

1.1                                 “Business Day” means any day except aSaturday, Sunday or any other day on which commercial banks in Oregon areauthorized or required by law to close.

 

1.2                                 “Fixed Rate Term” means a period commencingon a Business Day and continuing for 1,2 or 3 months,as designated by Borrower, during which all or a portion of the outstandingprincipal balance of this Note bears interest determined in relation to LIBOR;provided however, that no Fixed Rate Term may be selected for a principalamount less than $100,000.00; and provided further, that no Fixed Rate Termshall extend beyond the scheduled maturity date hereof. If any Fixed Rate Term wouldend on a day which is not a Business Day, then such Fixed Rate Term shall be. extended to the next succeeding Business Day.

 

1.3                                 “LIBOR” means the rate per annum (roundedupward, if necessary, to the nearest whole 1/8 of 1%) determined by dividing BaseLIBOR by a percentage equal to 100% less any LIBOR Reserve Percentage.

 

(a)                 “Base LIBOR” means the rate per annum forUnited States dollar deposits quoted by Bank as the Inter-Bank Market OfferedRate, with the understanding that such rate is quoted by Bank for the purposeof calculating effective rates of interest for loans making reference thereto,on the first day of a Fixed Rate Term for delivery of funds on said date for aperiod of time approximately equal to the number of days in such Fixed Rate Termand in an amount approximately equal to the principalamount to which such Fixed Rate Term applies. Borrower understands and agreesthat Bank may base its quotation of the Inter-Bank Market Offered Rate uponsuch offers or other market indicators of the Inter-Bank Market as Bank in itsdiscretion deems appropriate including, but not limited to, the rate offeredfor U.S. dollar deposits on the London Inter-Bank Market.

 

(b)                “LIBOR Reserve Percentage” means the reservepercentage prescribed by the Board of Governors of the Federal Reserve System(or any successor) for “Eurocurrency Liabilities” (as defined in Regulation Dof the Federal Reserve Board, as amended), adjusted by Bank for expectedchanges in such reserve percentage during the applicable Fixed Rate Term.

 

1.4                                 “Prime Rate” means at any time the rate ofinterest most recently announced within Bank at its principal office as itsPrime Rate, with the understanding that the Prime Rate is one of Bank’s baserates and serves as the basis upon which effective rates of interest arecalculated for those loans making reference thereto, and is evidenced by therecording thereof after its announcement in such internal publication orpublications as Bank may designate.

 

**2.****                                     ****INTEREST:**

 

2.1                                 Interest. The outstanding principal balance of this Note shall bear interest(computed on the basis of a 360-day year, actual days elapsed) either (a) ata fluctuating rate per annum .50000% below the Prime Rate in effect from timeto time, or (b) at a fixed rate per annum determined by Bank to be2.00000% above LIBOR in effect on the first day of the applicable Fixed RateTerm. When interest is determined in relation to the Prime Rate, each change inthe rate of interest hereunder shall become effective on the date each Prime Ratechange is announced within Bank. With respect to each LIBOR selection optionselected hereunder, Bank is hereby authorized to note the date, principalamount, interest rate and Fixed Rate Term applicable thereto and any paymentsmade thereon on Bank’s books and records (either manually or by electronicentry) and/or on any schedule attached to this Note, which notations shallbe prima facie evidence of the accuracy of the information noted.

 

2.2                                 Selection of Interest Rate Options. At any time any portion of this Note bearsinterest determined in relation to LIBOR, it

 

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may be continued by Borrower at the end ofthe Fixed Rate Term applicable thereto so that all or a portion thereof bearsinterest determined in relation to the Prime Rate or to LIBOR for a new FixedRate Term designated by Borrower. At any time any portion of this Note bearsinterest determined in relation to the Prime Rate, Borrower may convert all ora portion thereof so that it bears interest determined in relation to LIBOR fora Fixed Rate Term designated by Borrower. At such time as Borrower requests anadvance hereunder or wishes to select a LIBOR option for all or a portion ofthe outstanding principal balance hereof, and at the end of each Fixed RateTerm, Borrower shall give Bank notice specifying: (a) the interest rateoption selected by Borrower; (b) the principal amount subject thereto; and(c) for each LIBOR selection, the length of the applicable Fixed RateTerm. Any such notice may be given by telephone (or such other electronicmethod as Bank may permit) so long as, with respect to each LIBOR selection, (i) ifrequested by Bank, Borrower provides to Bank written confirmation thereof notlater than 3 Business Days after such notice is given, and (ii) suchnotice is given to Bank prior to 10:00 a.m. on the first day of the FixedRate Term, or at a later time during any Business Day if Bank, at it’s soleoption but without obligation to do so, accepts Borrower’s notice and quotes a fixedrate to Borrower. If Borrower does not immediately accept a fixed rate whenquoted by Bank, the quoted rate shall expire and any subsequent LIBOR requestfrom Borrower shall be subject to a redetermination by Bank of the applicablefixed rate. If no specific designation of interest is made at the time anyadvance is requested hereunder or at the end of any Fixed Rate Term, Borrowershall be deemed to have made a Prime Rate interest selection for such advanceor the principal amount to which such Fixed Rate Term applied.

 

2.3                                 Taxes and Regulatory Costs. Borrower shall pay to Bank immediately upondemand, in addition to any other amounts due or to become due hereunder, anyand all (a) withholdings, interest equalization taxes, stamp taxes orother taxes (except income and franchise taxes) imposed by any domestic orforeign governmental authority and related in any manner to LIBOR, and (b) future,supplemental, emergency or other changes in the LIBOR Reserve Percentage,assessment rates imposed by the Federal Deposit Insurance Corporation, orsimilar requirements or costs imposed by any domestic or foreign governmentalauthority or resulting from compliance by Bank with any request or directive(whether or not having the force of law) from any central bank or othergovernmental authority and related in any manner to LIBOR to the extent theyare not included in the calculation of LIBOR. In determining which of theforegoing are attributable to any LIBOR option available to Borrower hereunder,any reasonable allocation made by Bank among its operations shall be conclusiveand binding upon Borrower.

 

2.4                                 Payment of Interest. Interest accrued on this Note shall bepayable on the 1st day of each month, commencing February 1, 2005.

 

2.5                                 Default Interest. From and after the maturity date of thisNote, or such earlier date as all principal owing hereunder becomes due andpayable by acceleration or otherwise, the outstanding principal balance of thisNote shall bear interest until paid in full at an increased rate per annum(computed on the basis of a 360-day year, actual days elapsed) equal to 4%above the rate of interest from time to time applicable to this Note.

 

**3.****                                     ****BORROWING AND REPAYMENT:**

 

3.1                                 Borrowing and Repayment. Borrower may from time to time during theterm of this Note borrow, partially or wholly repay its outstanding borrowings,and reborrow, subject to all of the limitations, terms and conditions of thisNote and of the Credit Agreement between Borrower and Bank defined below;provided however, that the total outstanding borrowings under this Note shallnot at any time exceed the principal amount stated above. The unpaid principalbalance of this obligation at any time shall be the total amounts advancedhereunder by the holder hereof less the amount of principal payments madehereon by or for any Borrower, which balance may be endorsed hereon from timeto time by the holder. The outstanding principal balance of this Note shall bedue and payable in full on December 1, 2005.

 

3.2                                 Advances. Advances hereunder, to the total amount of the principal sumavailable hereunder, may be made by the holder at the oral or written requestof (a) Mark Thoenes or Paul Rosenbaum or F. Kim Cox, any one acting alone,who are authorized to request advances and direct the disposition of anyadvances until written notice of the revocation of such authority is receivedby the holder at the office designated above, or (b) any person, withrespect to advances deposited to the credit of any deposit account of anyBorrower, which advances, when so deposited, shall be conclusively presumed tohave been made to or for the benefit of each Borrower regardless of the factthat persons other than those authorized to request advances may have authorityto draw against such account. The holder shall have no obligation to determinewhether any person requesting an advance is or has been authorized by anyBorrower.

 

3.3                                 Application of Payments. Each payment made on this Note shall becredited first, to any interest then due and second, to the outstandingprincipal balance hereof. All payments credited to principal shall be appliedfirst, to the outstanding principal balance of this Note which bears interestdetermined in relation to the Prime Rate, if any, and second, to theoutstanding principal balance of this Note which bears interest determined inrelation to LIBOR, with such payments applied to the oldest Fixed Rate Termfirst.

 

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**4.****                                     ****PREPAYMENT:**

 

4.1                                 Prime Rate. Borrower may prepay principal on any portion of this Note which bearsinterest determined in relation to the Prime Rate at any time, in any amountand without penalty.

 

4.2                                 LIBOR. Borrower may prepay principal on any portion of this Note which bearsinterest determined in relation to LIBOR at any time and in the minimum amountof $100,000.00; provided however, that if the outstanding principal balance ofsuch portion of this Note is less than said amount, the minimum prepaymentamount shall be the entire outstanding principal balance thereof. In consideration of Bank providing this prepayment option toBorrower, or if any. such portion of this Note shall become due andpayable at any time prior to the last day of the Fixed Rate Term applicablethereto by acceleration or otherwise, Borrower shall pay to Bank immediatelyupon demand a fee which is the sum of the discounted monthly differences foreach month from the month of prepayment through the month in which such FixedRate Term matures, calculated as follows for each such month:

 

(a)                 Determine the amount of interest which would have accrued each month on theamount prepaid at the interest rate applicable to such amount had it remainedoutstanding until the last day of the Fixed Rate Term applicable thereto.

 

(b)                Subtract from the amount determined in (a) above the amount of interestwhich would have accrued for the same month on the amount prepaid for theremaining term of such Fixed Rate Term at LIBOR in effect on the date ofprepayment for new loans made for such term and in a principal amount equal tothe amount prepaid.

 

(c)                 If the result obtained in (b) for anymonth is greater than zero, discount that difference by LIBOR used in (b) above.

 

Each Borrower acknowledgesthat prepayment of such amount may result in Bank incurring additional costs,expenses and/or liabilities, and that it is difficult to ascertain the fullextent of such costs, expenses and/or liabilities. Each Borrower, therefore,agrees to pay the above-described prepayment fee and agrees that said amountrepresents a reasonable estimate of the prepayment costs, expenses and/orliabilities of Bank. If Borrower fails to pay any prepayment fee when due, theamount of such prepayment fee shall thereafter bear interest until paid at arate per annum 2.000% above the Prime Rate in effect from time to time(computed on the basis of a 360-day year, actual days elapsed). Each change inthe rate of interest on any such past due prepayment fee shall become effectiveon the date each Prime Rate change is announced within Bank.

 

**5.****                                     ****EVENTS OF DEFAULT:**

 

This Note is made pursuantto and is subject to the terms and conditions of that certain Credit Agreementbetween Borrower and Bank dated as of July ***15,***2002, as amended from time to time(the “Credit Agreement”). Any default in the payment or performance of anyobligation under this Note, or any defined event of default under the CreditAgreement, shall constitute an “Event of Default” under this Note.

 

**6.****                                     ****MISCELLANEOUS:**

 

6.1                                 Remedies. Upon the occurrence of any Event of Default, the holder of this Note,at the holder’s option, may declare all sums of principal and interestoutstanding hereunder to be immediately due and payable without presentment,demand, notice of nonperformance, notice of protest, protest or notice ofdishonor, all of which are expressly waived by each Borrower, and theobligation, if any, of the holder to extend any further credit hereunder shallimmediately cease and terminate. Each Borrower shall pay to the holderimmediately upon demand the full amount of all payments, advances, charges,costs and expenses, including reasonable attorneys’ fees (to include outsidecounsel fees and all allocated costs of the holder’s in-house counsel),expended or incurred by the holder in connection with the enforcement of theholder’s rights and/or the collection of any amounts which become due to theholder under this Note, and the prosecution or defense of any action in any wayrelated to this Note, including without limitation, any action for declaratoryrelief, whether incurred at the trial or appellate level, in an arbitrationproceeding or otherwise, and including any of the foregoing incurred inconnection with any bankruptcy proceeding (including without limitation, anyadversary proceeding, contested matter or motion brought by Bank or any otherperson) relating to any Borrower or any other person or entity.

 

6.2                                 Obligations Joint and Several. Should more than one person or entity signthis Note as a Borrower, the obligations of each such Borrower shall be jointand several.

 

6.3                                 Governing Law. This Note shall be governed by andconstrued in accordance with the laws of the State of Oregon.

 

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**UNDEROREGON LAW, MOST AGREEMENTS, PROMISES AND COMMITMENTS MADE BY BANK CONCERNINGLOANS AND OTHER CREDIT EXTENSIONS WHICH ARE NOT FOR PERSONAL, FAMILY ORHOUSEHOLD PURPOSES OR SECURED SOLELY BY THE BORROWER’S RESIDENCE MUST BE INWRITING, EXPRESS CONSIDERATION AND BE SIGNED BY BANK TO BE ENFORCEABLE.**

 

IN WITNESS WHEREOF, the undersigned has executedthis Note as of the date first written above.

 
| RENTRAK  CORPORATION |
|----------------------|
|                 |
| By:                  | /s/  Mark Thoenes |   |
|                 | Mark  Thoenes, Chief Financial Officer |

 

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