**Exhibit 10.1**FIFTH AMENDMENT TO CREDIT AGREEMENT     THIS AMENDMENT TO CREDIT AGREEMENT (this “Amendment”) is entered into as of December 1, 2006,by and between RENAISSANCE LEARNING, INC., a Wisconsin corporation (“Borrower”), and WELLS FARGOBANK, NATIONAL ASSOCIATION (“Bank”).RECITALS     WHEREAS, Borrower is currently indebted to Bank pursuant to the terms and conditions of thatcertain Credit Agreement between Borrower and Bank dated as of December 1, 2003, as amended fromtime to time (“Credit Agreement”).     WHEREAS, Bank and Borrower have agreed to certain changes in the terms and conditions setforth in the Credit Agreement and have agreed to amend the Credit Agreement to reflect saidchanges.     NOW, THEREFORE, for valuable consideration, the receipt and sufficiency of which are herebyacknowledged, the parties hereto agree that the Credit Agreement shall be amended as follows:     1. Section 4.3 is hereby deleted in its entirety, and the following substituted therefore:     “SECTION 4.3. FINANCIAL STATEMENTS. Provide to Bank all of the following, in form and detailsatisfactory to Bank: (a) not later than 90 days after and as of the end of each fiscal year, an audited financialstatement of Borrower, prepared by a certified public accountant acceptable to Bank, to includeAuditor’s report;  (b) not later than 45 days after and as of the end of each quarter, a financial statement ofBorrower, prepared by Borrower, to include balance sheet and income statement;  (c) together with the financial statements submitted as per 4.3(a) and 4.3(b) above, acompliance certificate, signed by the controller or vice president of the Borrower, in the form ofExhibit A attached hereto, demonstrating in reasonable detail compliance (or noncompliance, as thecase may be) with the terms and conditions of the Credit Agreement, as amended from time to time;  (d) from time to time such other information as Bank my reasonably request.”     2. Section 4.9 (a) is hereby deleted in its entirety, and the following substituted therefore:          “SECTION 4.9. (a) Total liabilities divided by Tangible Net Worth not greater than 2.00 to1.0, measured as of the end of each fiscal quarter, with “Total Liabilities” defined as theaggregate 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 debtless any intangible assets.”     3. Except as specifically provided herein, all terms and conditions of the Credit Agreementremain in full force and effect, without waiver or modification. All terms defined in the CreditAgreement shall have the same meaning when used in this Amendment. This Amendment and the CreditAgreement shall be read together, as one document.     4. Borrower hereby remakes all representations and warranties contained in the CreditAgreement and reaffirms all covenants set forth therein. Borrower further certifies that as of thedate of this Amendment there exists no Event of Default as defined in the Credit Agreement, nor anycondition, act or event which with the giving of notice or the passage of time or both wouldconstitute any such Event of Default.     IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed as of the dayand year first written above.           WELLS FARGO BANK,RENAISSANCE LEARNING, INC. NATIONAL ASSOCIATION       By: /s/ Mary T. Minch By: /s/ Linda Backhaus       Title: Chief Financial Officer Title: Relationship Manager