SECOND AMENDMENT TO CREDIT AGREEMENT
THIS AMENDMENT TO CREDIT AGREEMENT (this “Amendment”) is entered into as of May 31,
2005, 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
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 (a) is hereby amended by deleting “May31, 2006” as the last day on which bank will make
advances under the line of credit, and by substituting for said date “May31, 2007,” with such change to be
effective upon the execution and delivery to Bank of a promissory note dated as of May 31, 2005 (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. Section 5.4 is hereby deleted in its entirety, and the following substituted therefor:
“SECTION 5.4. LOANS, ADVANCES, INVESTMENTS. Make any loans or advances to or investments
in any person or entity, except investments of excess cash in publicly traded, readily marketable, investment grade
securities, or any of the foregoing existing as of, and disclosed to bank prior to, the date hereof.”
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