THIRD AMENDMENT TO CREDIT AGREEMENT
Exhibit 10.2
THIRD AMENDMENT TO CREDIT AGREEMENT
THIS AMENDMENT TO CREDIT AGREEMENT (this “Amendment”) is entered into as of October 1, 2005,
by and between RENAISSANCE LEARNING, INC., a Wisconsin corporation (“Borrower”), and XXXXX 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 4.9 (a) is hereby deleted in its entirety, and the following substituted therefor:
“(a) Total Liabilities divided by Tangible Net Worth not greater than 0.85 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.”
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 document.
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 in the Credit Agreement, nor any
condition, act or event which with the giving of notice or the passage of time or both would
constitute any such Event of Default.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed as of the day
and year first written above.
| RENAISSANCE LEARNING, INC. | XXXXX FARGO BANK, NATIONAL ASSOCIATION |
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By:
|
/s/ Xxxx X. Xxxxx | By: | /s/ Xxxxxx Xxxxxxx | ||
| Chief Financial Officer/ Secretary | |||||
