0001193125-10-098424 Sample Contracts

FIRST AMENDMENT TO CREDIT AGREEMENT
Credit Agreement • April 29th, 2010 • Princeton Review Inc • Services-educational services • New York

THIS FIRST AMENDMENT TO CREDIT AGREEMENT (“Amendment”) is entered into as of April 23, 2010, by and among The Princeton Review, Inc., a Delaware corporation (“Borrower”), the other Loan Parties signatory hereto, the Lenders signatory hereto, and General Electric Capital Corporation, a Delaware corporation, as Administrative Agent for the Lenders (the “Administrative Agent”).

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SECOND AMENDMENT TO BRIDGE NOTE PURCHASE AGREEMENT
Bridge Note Purchase Agreement • April 29th, 2010 • Princeton Review Inc • Services-educational services • New York

THIS SECOND AMENDMENT TO BRIDGE NOTE PURCHASE AGREEMENT (this “Amendment”) is made and entered into as of the 23 day of April, 2010, by and among (a) The Princeton Review, Inc. (the “Issuer”), (b) the Collateral Agent (c) the Purchasers party hereto and (d) the Guarantors party hereto.

FIRST AMENDMENT TO SENIOR SUBORDINATED NOTE PURCHASE AGREEMENT
Senior Subordinated Note Purchase Agreement • April 29th, 2010 • Princeton Review Inc • Services-educational services • New York

THIS FIRST AMENDMENT TO SENIOR SUBORDINATED NOTE PURCHASE AGREEMENT (this “Amendment”) is entered into as of April 23, 2010, by and among The Princeton Review, Inc., a Delaware corporation (“Issuer”), the guarantors party hereto (the “Guarantors”) and the Purchasers party hereto (the “Purchasers”).

FIRST AMENDMENT TO SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • April 29th, 2010 • Princeton Review Inc • Services-educational services • New York

THIS FIRST AMENDMENT TO SECURITIES PURCHASE AGREEMENT (this “Amendment”) is entered into as of April 23, 2010, by and among The Princeton Review, Inc., a Delaware corporation (“Issuer”), the guarantors party hereto (the “Guarantors”) and the Purchasers party hereto (the “Purchasers”).

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