The Princeton Review, Inc. 2315 Broadway New York, NY 10024

The Princeton Review, Inc.
0000 Xxxxxxxx
Xxx Xxxx, XX 00000

December 15, 2006

Xxxxx Capital Incorporated 000 Xxxxxxx Xxxxxx, 0xx Xxxxx Xxx Xxxx, XX 00000		Proskauer Rose LLP Xxx Xxxxxxxxxxxxx Xxxxx Xxxxxx, XX 00000
Attn:  Xx. Xxxxxx X. Xxxxxxxxx, Managing Director		Attn:  Xxxxxxx X. Xxxxx, Esq.

Gentlemen:

          Reference is made to that certain Limited Waiver and Second Amendment to Credit Agreement entered into as of November 3, 2006, among The Princeton Review, Inc., the other Loan Parties signatory thereto, the Lenders party thereto and the Administrative Agent (the “Second Amendment”). Terms used but not defined herein shall have the meanings as set forth in the Second Amendment or the Credit Agreement.

          This shall reflect our agreement as follows:

          The definition of “Revolver Reduction Date” under the Second Amendment shall hereinafter mean “the date ninety (90) days after the Second Amendment Effective Date.”

          Except as amended hereby, the Credit Agreement and the other Loan Documents remain unmodified and in full force and effect.

	Very truly yours, Borrower: The Princeton Review, Inc.
	By:	/s/ Xxxxxx X. Xxxxxxx
		Name:	Xxxxxx X. Xxxxxxx
		Title:	Chief Financial Officer

	Guarantors: Princeton Review Operations, LLC
	By:	/s/ Xxxxxx X. Xxxxxxx
		Name:	Xxxxxx X. Xxxxxxx
		Title:	Chief Financial Officer

Agreed and Accepted, Administrative Agent: Xxxxx Capital Incorporated
By:	/s/ Xxxxxxx X. Xxxxxxx
	Name:	Xxxxxxx X. Xxxxxxx
	Title:	Chief Investment Officer
Lenders: Xxxxx Capital CP Funding LLC
By:	/s/ Xxxxxxx X. Xxxxxxx
	Name:	Xxxxxxx X. Xxxxxxx
	Title:	Chief Investment Officer

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