EXHIBIT 10.2
REVOLVING LINE OF CREDIT
NOTE
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$15,000,000.00
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Portland, Oregon
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December 1, 2008
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FOR VALUE RECEIVED, the undersigned
RENTRAK CORPORATION (“Borrower”) promises to pay to the
order of WELLS FARGO BANK, NATIONAL ASSOCIATION
(“Bank”) at its office at Portland RCBO, 1300 S.W.
Fifth Avenue, Portland, Oregon 97201, or at such other place as the
holder hereof may designate, in lawful money of the United States
of America and in immediately available funds, the principal sum of
Fifteen Million Dollars ($15,000,000.00), or so much thereof as may
be advanced and be outstanding, with interest thereon, to be
computed on each advance from the date of its disbursement as set
forth herein.
DEFINITIONS:
As used herein, the following terms
shall have the meanings set forth after each, and any other term
defined in this Note shall have the meaning set forth at the place
defined:
(a) “Business Day” means
any day except a Saturday, Sunday or any other day on which
commercial banks in Oregon are authorized or required by law to
close.
(b) “Daily One Month
LIBOR” means for any day, the rate of interest equal to LIBOR
then in effect for delivery for a one (1) month
period.
(c) “Fixed Rate Term”
means a period commencing on a Business Day and continuing for 3
months, as designated by Borrower, during which all or a portion of
the outstanding principal balance of this Note bears interest
determined in relation to LIBOR; provided however, that no Fixed
Rate Term may be selected for a principal amount less than One
Hundred Thousand Dollars ($100,000.00); and provided further, that
no Fixed Rate Term shall extend beyond the scheduled maturity date
hereof. If any Fixed Rate Term would end on a day which is not a
Business Day, then such Fixed Rate Term shall be extended to the
next succeeding Business Day.
(d) “LIBOR” means the
rate per annum (rounded upward, if necessary, to the nearest whole
1/8 of 1%) and determined pursuant to the following
formula:
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LIBOR =
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Base LIBOR
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100% - LIBOR Reserve Percentage
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(i) “Base LIBOR” means
the rate per annum for United States dollar deposits quoted by Bank
(A) for the purpose of calculating effective rates of interest
for loans making reference to LIBOR, as the Inter-Bank Market
Offered Rate, with the understanding that such rate is quoted by
Bank for the purpose of 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 a period of time
approximately equal to the number of days in such Fixed Rate Term
and in an amount approximately equal to the principal amount to
which such Fixed Rate Term applies, or (B) for the purpose of
calculating effective rates of interest for loans making reference
to the Daily One Month LIBOR Rate, as the Inter-Bank Market Offered
Rate in effect from time to time for delivery of funds for one
(1) month in amounts approximately equal to the principal
amount of such loans. Borrower understands and agrees that Bank may
base its quotation of the Inter-Bank Market Offered Rate upon such
offers or other market indicators of the Inter-Bank Market as Bank
in its discretion deems appropriate including, but not limited to,
the rate offered for U.S. dollar deposits on the London Inter-Bank
Market.
(ii) “LIBOR Reserve
Percentage” means the reserve percentage prescribed by the
Board of Governors of the Federal Reserve System (or any successor)
for “Eurocurrency Liabilities” (as defined in
Regulation D of the Federal Reserve Board, as amended), adjusted by
Bank for expected changes in such reserve percentage during the
applicable term of this Note.
INTEREST:
(a) Interest . The
outstanding principal balance of this Note shall bear interest
(computed on the basis of a 360-day year, actual days elapsed)
either (i) at a fluctuating rate per annum determined by Bank
to be one and one half percent (1.50%) above the Daily One
Month LIBOR Rate in effect from time to time, or (ii) at a
fixed rate per annum determined by Bank to be one and one half
percent (1.50%) above LIBOR in effect on the first day of the
applicable Fixed Rate Term. When interest is determined in relation
to the Daily One Month LIBOR Rate, each
-1-
change in the interest rate shall become
effective each Business Day that the Bank determines that the Daily
One Month LIBOR Rate has changed. Bank is hereby authorized to note
the date, principal amount and interest rate applicable thereto and
any payments made thereon on Bank’s books and records (either
manually or by electronic entry) and/or on any schedule attached to
this Note, which notations shall be prima facie evidence of the
accuracy of the information noted.
(b) Selection of Interest Rate
Options . At any time any portion of this Note bears interest
determined in relation to LIBOR for a Fixed Rate Term, it may be
continued by Borrower at the end of the Fixed Rate Term applicable
thereto so that all or a portion thereof bears interest determined
in relation to the Daily One Month LIBOR Rate or to LIBOR for a new
Fixed Rate Term designated by Borrower. At any time any portion of
this Note bears interest determined in relation to the Daily One
Month LIBOR Rate, Borrower may at any time convert all or a portion
thereof so that it bears interest determined in relation to LIBOR
for a Fixed Rate Term designated by Borrower. At such time as
Borrower requests an advance hereunder or wishes to select an
interest rate determined in relation to the Daily One Month LIBOR
Rate or a Fixed Rate Term for all or a portion of the outstanding
principal balance hereof, and at the end of each Fixed Rate Term,
Borrower shall give Bank notice specifying: (i) the interest
rate option selected by Borrower; (ii) the principal amount
subject thereto; and (iii) for each LIBOR selection for a
Fixed Rate Term, the length of the applicable Fixed Rate Term. Any
such