FIRST AMENDMENT AGREEMENT
FIRST AMENDMENT AGREEMENT (this “ Amendment Agreement ”) dated as of March 26, 2002 by and
between Scientific Learning Corporation (the “ Borrower ”) and Fleet National Bank (the “ Bank ”), amending a
certain Revolving Loan Agreement dated as of March 9, 2001 between the Borrower and the Bank (the “ Loan
W I T N E S S E T H
WHEREAS , pursuant to the terms of the Loan Agreement, the Bank has made and continues to make
revolving loans to the Borrower; and
WHEREAS , the Borrower has requested that the Bank amend certain terms and conditions of the Loan
Agreement in connection with an extension of the Maturity Date of the Loan Agreement; and
WHEREAS , the Bank is willing to amend certain terms and conditions of the Loan Agreement in connection
with an extension of the Maturity Date of the Loan Agreement; on the terms and conditions set forth herein.
NOW, THEREFORE , for good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto hereby agree as follows:
§1. Definitions .
Capitalized terms used herein without definition that are defined in the Loan Agreement shall have the same
meanings herein as therein.
§2. Ratification of Existing Agreements .
All of the Borrower’s obligations and liabilities to the Bank as evidenced by or otherwise arising under the Loan
Agreement, the Note and the other Loan Documents, except as otherwise expressly modified in this Amendment
Agreement upon the terms set forth herein, are, by the Borrower’s execution of this Amendment Agreement,
ratified and confirmed in all respects. In addition, by the Borrower’s execution of this Amendment Agreement,
the Borrower represents and warrants that no counterclaim, right of set-off or defense of any kind exists or is
outstanding with respect to such obligations and liabilities.
§3. Representations and Warranties .
The Borrower hereb