Exhibit 10.1
FIFTH AMENDMENT TO CREDIT AGREEMENT
THIS AMENDMENT TO CREDIT AGREEMENT (this “Amendment”) is entered into as of December 1,
2006, by and between RENAISSANCE LEARNING, INC., a Wisconsin corporation (“Borrower”), and
WELLS FARGO BANK, NATIONAL ASSOCIATION (“Bank”).
RECITALS
WHEREAS, Borrower is currently indebted to Bank pursuant to the terms and conditions of that certain
Credit Agreement between Borrower and Bank dated as of December 1, 2003, as amended from time to time
(“Credit Agreement”).
WHEREAS, Bank and Borrower have agreed to certain changes in the terms and conditions set forth in the
Credit Agreement and have agreed to amend the Credit Agreement to reflect said changes.
NOW, THEREFORE, for valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto agree that the Credit Agreement shall be amended as follows:
1. Section 4.3 is hereby deleted in its entirety, and the following substituted therefore:
“SECTION 4.3. FINANCIAL STATEMENTS. Provide to Bank all of the following, in form and detail
satisfactory to Bank:
2. Section 4.9 (a) is hereby deleted in its entirety, and the following substituted therefore:
“SECTION 4.9. (a) Total liabilities divided by Tangible Net Worth not greater than 2.00 to 1.0, measured
as of the end of each fiscal quarter, with “Total Liabilities” defined as the aggregate of current liabilities and non-
current liabilities less subordinated debt, and with “Tangible Net Worth” defined as the aggregate of total
stockholders’ equity plus subordinated debt less any intangible assets.”
3. Except as specifically provided herein, all terms and conditions of the Credit Agreement remain in full force
and effect, without waiver or modification. All terms defined in the Credit Agreement shall have the same meaning
when used in this Amendment. This Amendment and the Credit Agreement shall be read together, as one
document.
4. Borrower here