AMENDMENT NO. 1 TO AMENDED AND RESTATED SUBORDINATION AGREEMENT (Senior Subordinated Notes)Subordination Agreement • April 16th, 2012 • Princeton Review Inc • Services-educational services
This AMENDMENT NO. 1 TO AMENDED AND RESTATED SUBORDINATION AGREEMENT, dated as of December 23, 20011 (“Amendment No. 1”), is entered into among THE PRINCETON REVIEW, INC., a Delaware corporation (“Borrower”), TEST SERVICES, INC., a Colorado corporation (“Test Services”), PRINCETON REVIEW OPERATIONS, L.L.C., a Delaware limited liability company (“Princeton Operations”), THE PRINCETON REVIEW OF ORANGE COUNTY, LLC, a Delaware limited liability company (“Princeton Orange County”), PENN FOSTER, INC., a Pennsylvania corporation (“Penn Foster” and together with The Princeton Review, Inc., each individually a “Borrower” and collectively, the “Borrowers”), PENN FOSTER EDUCATION GROUP, INC., a Delaware corporation (“PF Group”; and together with Borrowers, Test Services, Princeton Operations, and Princeton Orange County, and each other Person who hereafter becomes an “Obligor” hereunder by execution of a joinder hereto substantially in the form of Annex II, each individually an “Obligor” and coll
SECOND AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENTCredit Agreement • April 16th, 2012 • Princeton Review Inc • Services-educational services • New York
THIS SECOND AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT (“Amendment”) is entered into as of November 9, 2011, by and among The Princeton Review, Inc. (“TPR”), Penn Foster, Inc. (“PG”; and together with TPR, each individually a “Borrower” and collectively, the “Borrowers”), the Guarantors party hereto, the Lenders (as defined below) party hereto, and General Electric Capital Corporation (“GE Capital”), as Administrative Agent and Collateral Agent for the Lenders and the L/C Issuers (in such capacity, the “Administrative Agent”).
SETTLEMENT AND MUTUAL RELEASE AGREEMENTSettlement Agreement • April 16th, 2012 • Princeton Review Inc • Services-educational services • Delaware
THIS SETTLEMENT AND MUTUAL RELEASE AGREEMENT (this “Agreement”) is entered into as of November 4, 2011, by and among THE NATIONAL LABOR COLLEGE, a Delaware not-for-profit corporation (“NLC”), NLC-TPR SERVICES, LLC, a Delaware limited liability company (“Services LLC”), THE PRINCETON REVIEW, INC., a Delaware corporation (“TPR”), and PENN FOSTER, INC., a Pennsylvania corporation (“Penn Foster”) (with each of NLC, Services LLC, TPR and Penn Foster also being sometimes referred to herein individually as a “Party” and collectively as the “Parties”).
ASSET PURCHASE AGREEMENT by and among HIGHER EDUCATION PARTNERS LLC and THE PRINCETON REVIEW, INC. Dated as of April 25, 2011Asset Purchase Agreement • April 16th, 2012 • Princeton Review Inc • Services-educational services • Massachusetts
ASSET PURCHASE AGREEMENT (the “Agreement”), dated as of April 25, 2011, by and among Higher Education Partners LLC, a Delaware limited liability company (“Buyer”), and The Princeton Review, Inc., a Delaware corporation (“Seller”).
EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • April 16th, 2012 • Princeton Review Inc • Services-educational services • Massachusetts
This EXECUTIVE EMPLOYMENT AGREEMENT (“Agreement”) is entered into as of the 1st day of January, 2012 (the “Effective Date”), by and between The Princeton Review, Inc. (with its successors and assigns, the “Company”), a Delaware corporation, and Frank F. Britt (the “Executive”).
FOURTH AMENDMENT TO SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • April 16th, 2012 • Princeton Review Inc • Services-educational services • New York
THIS FOURTH AMENDMENT TO SECURITIES PURCHASE AGREEMENT (“Amendment”) is entered into as of November 9, 2011, by and among The Princeton Review, Inc. (“TPR”), Penn Foster, Inc. (“PF”; and together with TPR, collectively, the “Issuer”), the Guarantors party hereto, and the Purchasers party hereto (the “Purchasers”).
AMENDED AND RESTATED SUBORDINATION AGREEMENT (Senior Subordinated Notes)Subordination Agreement • April 16th, 2012 • Princeton Review Inc • Services-educational services • New York
THIS AMENDED AND RESTATED SUBORDINATION AGREEMENT (as the same may be amended, supplemented, restated or otherwise modified from time to time, this “Agreement”), dated as of November 9, 2011, is among THE PRINCETON REVIEW, INC., a Delaware corporation (“Borrower”), TEST SERVICES, INC., a Colorado corporation (“Test Services”), PRINCETON REVIEW OPERATIONS, L.L.C., a Delaware limited liability company (“Princeton Operations”), THE PRINCETON REVIEW OF ORANGE COUNTY, LLC, a Delaware limited liability company (“Princeton Orange County”), PENN FOSTER, INC., a Pennsylvania corporation (“Penn Foster” and together with The Princeton Review, Inc., each individually a “Borrower” and collectively, the “Borrowers”), PENN FOSTER EDUCATION GROUP, INC., a Delaware corporation (“PF Group”; and together with Borrowers, Test Services, Princeton Operations, and Princeton Orange County, and each other Person who hereafter becomes an “Obligor” hereunder by execution of a joinder hereto substantially in the
FOURTH AMENDMENT TO SENIOR SUBORDINATED NOTE PURCHASE AGREEMENTSenior Subordinated Note Purchase Agreement • April 16th, 2012 • Princeton Review Inc • Services-educational services • New York
THIS FOURTH AMENDMENT TO SENIOR SUBORDINATED NOTE PURCHASE AGREEMENT (“Amendment”) is entered into as of November 9, 2011, by and among The Princeton Review, Inc. (“TPR”), Penn Foster, Inc. (“PF”; and together with TPR, collectively, the “Issuer”), the Guarantors party hereto, and the Purchasers party hereto (the “Purchasers”).
FIFTH AMENDMENT TO SENIOR SUBORDINATED NOTE PURCHASE AGREEMENTSenior Subordinated Note Purchase Agreement • April 16th, 2012 • Princeton Review Inc • Services-educational services • New York
THIS FIFTH AMENDMENT TO SENIOR SUBORDINATED NOTE PURCHASE AGREEMENT (“Amendment”) is entered into as of December 21, 2011, by and among The Princeton Review, Inc. (“TPR”), Penn Foster, Inc. (“PF”; and together with TPR, collectively, the “Issuer”), the Guarantors party hereto, and the Purchasers party hereto (the “Purchasers”).
January 19, 2012Good Reason Process Extension • April 16th, 2012 • Princeton Review Inc • Services-educational services
THIRD AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENTCredit Agreement • April 16th, 2012 • Princeton Review Inc • Services-educational services • New York
THIS THIRD AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT (“Amendment”) is entered into as of December 23, 2011, by and among The Princeton Review, Inc. (“TPR”), Penn Foster, Inc. (“PG”; and together with TPR, each individually a “Borrower” and collectively, the “Borrowers”), the Guarantors party hereto, the Lenders (as defined below) party hereto, and General Electric Capital Corporation (“GE Capital”), as Administrative Agent and Collateral Agent for the Lenders and the L/C Issuers (in such capacity, the “Administrative Agent”).
