SECOND AMENDMENT TO CREDIT AGREEMENT
THIS AMENDMENT TO CREDIT AGREEMENT (this “Amendment”) is entered into as of July 1, 2009, by and between
RENAISSANCE LEARNING, INC., a Wisconsin Corporation (“Borrower”), and WELLS FARGO BANK, NATIONAL
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 October 1, 2007 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 1.1 (a) is hereby amended by deleting “July 1, 2009” as the last day on which Bank will make advances
under the Line of Credit, and by substituting for said date “July 1, 2010,” with such change to be effective upon the execution
and delivery to Bank of a promissory note dated as of July 1, 2009 (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 1.2 (c) is hereby renumbered to be 1.2 (d);
3. The following is hereby added to the Credit Agreement as Section 1.2. (c):
“(c) Unused Commitment Fee . Borrower shall pay to Bank a fee equal to one eighth of one percent (.125%) per annum
(computed on the basis of a 360-day year, actual days elapsed) on the average daily unused amount of the Line of Credit, which
fee shall be calculated on a quarterly basis by Bank and shall be due and payable by Borrower in arrears within