GUARANTY AND SECURITY AGREEMENT Dated as of December 7, 2009 among THE PRINCETON REVIEW, INC. and Each Grantor From Time to Time Party Hereto and GENERAL ELECTRIC CAPITAL CORPORATION, as Administrative Agent and Collateral AgentGuaranty and Security Agreement • December 8th, 2009 • Princeton Review Inc • Services-educational services • New York
GUARANTY AND SECURITY AGREEMENT, dated as of December 7, 2009, by THE PRINCETON REVIEW, INC. (the “Borrower”) and each of the other entities listed on the signature pages hereof or that becomes a party hereto pursuant to Section 8.6 (together with the Borrower, the “Grantors”), in favor of General Electric Capital Corporation (“GE Capital”), as administrative agent and collateral agent (in such capacity, together with its successors and permitted assigns, the “Administrative Agent”) for the Lenders and the L/C Issuers and each other Secured Party (each as defined in the Credit Agreement referred to below).
GUARANTY AND SECURITY AGREEMENT Dated as of December 7, 2009 among THE PRINCETON REVIEW, INC. and Each Grantor From Time to Time Party Hereto and SANKATY ADVISORS, LLC, as Collateral AgentGuaranty and Security Agreement • December 8th, 2009 • Princeton Review Inc • Services-educational services • New York
GUARANTY AND SECURITY AGREEMENT, dated as of December 7, 2009, by THE PRINCETON REVIEW, INC. (the “Issuer”) and each of the other entities listed on the signature pages hereof or that becomes a party hereto pursuant to Section 8.6 (together with the Issuer, the “Grantors”), in favor of Sankaty Advisors, LLC (“Sankaty”), as collateral agent (in such capacity, together with its successors and permitted assigns, the “Collateral Agent”) for the Purchasers and each other Secured Party (each as defined in the Note Agreement referred to below).
SERIES E PREFERRED STOCK PURCHASE AGREEMENT AMONG THE PRINCETON REVIEW, INC., BAIN CAPITAL VENTURE FUND 2007, L.P., BCVI-TPR INTEGRAL L.P., PRIDES CAPITAL FUND I LP, FALCON STRATEGIC PARTNERS III, LP AND THE OTHER PURCHASERS NAMED ON SCHEDULE I HERETO...Series E Preferred Stock Purchase Agreement • December 8th, 2009 • Princeton Review Inc • Services-educational services • New York
THIS SERIES E PREFERRED STOCK PURCHASE AGREEMENT (this “Agreement”) is made and entered into this 7th day of December, 2009 by and among The Princeton Review, Inc., a Delaware corporation (the “Company”), Bain Capital Venture Fund 2007, L.P., a Delaware limited partnership (“BCVF 2007”), BCVI-TPR Integral L.P., a Delaware limited partnership (“BCVI”) and, together with BCVF 2007, collectively, “Bain Capital”), Prides Capital Fund I LP, a Delaware limited partnership (“Prides Capital”), and the other entities and individuals as listed on Schedule I attached hereto (Bain Capital, Prides Capital and such other entities and individuals, collectively, the “Purchasers”). Certain terms used and not otherwise defined in the text of this Agreement are defined in Section 10 hereof.
SECURITIES PURCHASE AGREEMENT DATED AS OF DECEMBER 7, 2009 AMONG THE PRINCETON REVIEW, INC., AS ISSUER THE GUARANTORS PARTY HERETO AND THE PURCHASERS PARTY HERETOSecurities Purchase Agreement • December 8th, 2009 • Princeton Review Inc • Services-educational services • New York
This Securities Purchase Agreement, dated as of December 7, 2009, is entered into among THE PRINCETON REVIEW, INC. (the “Issuer”), the Guarantors party hereto, and the Purchasers (as defined below).
SENIOR SUBORDINATED NOTE PURCHASE AGREEMENT DATED AS OF DECEMBER 7, 2009 AMONG THE PRINCETON REVIEW, INC., AS ISSUER THE GUARANTORS PARTY HERETO AND THE PURCHASERS PARTY HERETOSenior Subordinated Note Purchase Agreement • December 8th, 2009 • Princeton Review Inc • Services-educational services • New York
This Senior Subordinated Note Purchase Agreement and the Obligations (as hereinafter defined) evidenced hereby are subordinate in the manner and to the extent set forth in that certain Subordination Agreement (as amended, restated, supplemented or otherwise modified from time to time in accordance with the terms thereof, the “Subordination Agreement”) dated, as of December 7, 2009 among the Issuer (as hereinafter defined), the Guarantors (as hereinafter defined), each other Person who becomes a Guarantor or Issuer hereunder, the Purchasers (as hereinafter defined), and General Electric Capital Corporation, as agent, to the Senior Indebtedness (as defined in the Subordination Agreement); and each holder of Obligations, by its acceptance hereof, shall be bound by the provisions of the Subordination Agreement.
