0001193125-07-240159 Sample Contracts

FIFTH AMENDMENT TO CREDIT AGREEMENT
Credit Agreement • November 8th, 2007 • Sumtotal Systems Inc • Services-prepackaged software • New York

THIS FIFTH AMENDMENT TO CREDIT AGREEMENT (this “Amendment”), dated as of August 17, 2007, is entered into by and among the Lenders signatory hereto, WELLS FARGO FOOTHILL, INC., a California corporation, in its capacity as Agent for the Lenders and Bank Product Providers (in such capacity, “Agent”), and SUMTOTAL SYSTEMS, INC., a Delaware corporation (“Borrower”). Terms used herein without definition shall have the meanings ascribed to them in the Credit Agreement defined below.

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Re: Transition Agreement
Transition Agreement • November 8th, 2007 • Sumtotal Systems Inc • Services-prepackaged software • California

This letter sets forth the terms of the transition agreement (the “Agreement”) between you and SumTotal Systems, Inc. (the “Company”).

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