FIRST AMENDMENT TO CREDIT AGREEMENT
THIS FIRST AMENDMENT TO CREDIT AGREEMENT (this "Amendment") is entered into as of September
1, 2004 by and between RENAISSANCE LEARNING, INC., a Wisconsin corporation ("Borrower"), and
WELLS FARGO BANK, NATIONAL ASSOCIATION ("Bank").
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
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 1.1 is hereby amended by deleting "May 31, 2005" as the last day on which bank will make advances
under the Line of Credit, and by substituting for said date "May 31, 2006," with such change to be effective upon
the execution and delivery to Bank of a promissory note dated as of September 1, 2004 (which promissory note
shall replace and be deemed the Line of Credit Note defined in and made pursuant to the Credit Agreement) and
all other contracts, instruments and documents required by Bank to evidence such change.
2. 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
3. Borrower hereby remakes all representations and warranties contained in the Credit Agreement and reaffirms
all covenants set forth therein. Borrower further certifies that as of the date of this Amendment there exists no
Event of Default as defined i