**EXHIBIT 10.9**

 

THIRD AMENDMENT TOCREDIT AGREEMENT

 

THIS THIRD AMENDMENT TOCREDIT AGREEMENT (this “Amendment”) is entered into as of January 3, 2005,by and between RENTRAK CORPORATION, an Oregon corporation (“Borrower”), andWELLS FARGO BANK, NATIONAL ASSOCIATION (“Bank”).

 

RECITALS

 

WHEREAS, Borrower iscurrently indebted to Bank pursuant to the terms and conditions of that certainCredit Agreement between Borrower and Bank dated as of July 15, 2002, asamended from time to time (“Credit Agreement”).

 

WHEREAS, Bank andBorrower have agreed to certain changes in the terms and conditions set forthin the Credit Agreement and have agreed to amend the Credit Agreement toreflect said changes.

 

NOW, THEREFORE, forvaluable consideration, the receipt and sufficiency of which are herebyacknowledged, the parties hereto agree that the Credit Agreement shall beamended as follows:

 

1.                                       Section 1.1(a) is hereby amended (a) by deleting “January 3, 2005” as thelast day on which Bank will make advances under the Line of Credit, and bysubstituting for said date “December 1, 2005,” and (b) by deleting “TwoMillion Dollars ($2,000,000.00)” as the maximum principal amount availableunder the Line of Credit, and by substituting for said amount “Six MillionDollars ($6,000,000.00),” with such changes to be effective upon the executionand delivery to Bank of a promissory note dated as of January 3, 2005(which promissory note shall replace and be deemed the Revolving Line of CreditNote defined in and made pursuant to the Credit Agreement) and all othercontracts, instruments and documents required by Bank to evidence such change.

 

2.                                       Inconsideration of the changes set forth herein and as a condition to theeffectiveness hereof, immediately upon signing this Amendment Borrower shallpay to Bank a non-refundable fee of $7,500.00 due annually.

 

3.                                       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.

 

4.                                       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.

 

**UNDER OREGON LAW, MOSTAGREEMENTS, PROMISES AND COMMITMENTS MADE BY BANK CONCERNING LOANS AND OTHERCREDIT EXTENSIONS WHICH ARE NOT FOR PERSONAL, FAMILY OR HOUSEHOLD PURPOSES ORSECURED SOLELY BY THE BORROWER’S RESIDENCE MUST BE IN WRITING, EXPRESSCONSIDERATION AND BE SIGNED BY BANK TO BE ENFORCEABLE.**

 

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IN WITNESS WHEREOF, theparties hereto have caused this Amendment to be executed as of the day and yearfirst 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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