Common use of Maximum Consolidated Senior Leverage Ratio Clause in Contracts

Maximum Consolidated Senior Leverage Ratio. TPR shall not have, on the last day of each Fiscal Quarter, a Consolidated Senior Leverage Ratio greater than the maximum ratio set forth opposite such Fiscal Quarter: FISCAL QUARTER ENDING MAXIMUM CONSOLIDATED SENIOR LEVERAGE RATIO June 30, 2010 2.50 to 1 September 30, 2010 through and including June 30, 2011 2.25 to 1 September 30, 2011 through and including December 31, 2011 2.00 to 1 March 31, 2012 1.75 to 1 June 30, 2012 through and including September 30, 2012 1.50 to 1 December 31, 2012 through and including March 31, 2013 1.25 to 1 June 30, 2013 through and including March 31, 2014 1.00 to 1 June 30, 2014 0.75 to 1 September 30, 2014 0.50 to 1 67 AMENDED AND RESTATED CREDIT AGREEMENT THE PRINCETON REVIEW, INC.

Maximum Consolidated Senior Leverage Ratio. TPR The Borrower shall not have, on the last day of each during any Fiscal QuarterQuarter set forth below, a Consolidated Senior Leverage Ratio greater than the maximum ratio set forth opposite such the applicable Fiscal Quarter: FISCAL QUARTER ENDING MAXIMUM CONSOLIDATED SENIOR LEVERAGE RATIO Fiscal Quarter Ending Maximum Consolidated Senior Leverage Ratio June 30, 2007 10.5 to l September 30,2007 9.0 to 1 December 31, 2007 7.5 to l Fiscal Quarter Ending Maximum Consolidated Senior Leverage Ratio March 31, 2008 6.25 to 1 June 30, 2008 5.0 to 1 September 30, 2008 4.5 to 1 December 31, 2008 4.25 to 1 March 31, 2009 4.25 to 1 June 30, 2009 4.25 to 1 September 30, 2009 4.25 to 1 December 31, 2009 4.25 to 1 March 31, 2010 4.0 to 1 June 30, 2010 2.50 4.0 to 1 September 30, 2010 through and including 3.75 to 1 December 31, 2010 3.75 to 1 March 31, 2011 3.5 to 1 June 30, 2011 3.25 to 1 September 30, 2011 3.0 to 1 December 31, 2011 2.75 to 1 March 31, 2012 2.5 to 1 June 30, 2012 2.25 to 1 September 30, 2011 through and including December 31, 2011 2.00 to 1 March 31, 2012 1.75 to 1 June 30, 2012 through and including September 30, 2012 1.50 2.0 to 1 December 31, 2012 through and including 1,75 to 1 March 31, 2013 1.25 1.5 to 1 June 30, 2013 through and including March 31, 2014 1.00 1.5 to 1 June 30, 2014 0.75 to 1 September 30, 2014 0.50 to 1 67 AMENDED AND RESTATED CREDIT AGREEMENT THE PRINCETON REVIEW, INC.1

Maximum Consolidated Senior Leverage Ratio. TPR Borrower shall not have, on the last day of each Fiscal Quarter, a Consolidated Senior Leverage Ratio greater than the maximum ratio set forth opposite such Fiscal Quarter: FISCAL QUARTER ENDING MAXIMUM CONSOLIDATED SENIOR LEVERAGE RATIO June 30March 31, 2010 2.50 to 1 through and including September 30, 2010 1.50 to 1 December 31, 2010 1.25 to 1 March 31, 2011 through and including December 31 ,2011 1.00 to 1 March 31, 2012 through and including June 30, 2011 2.25 2013 0.75 to 1 September 30, 2011 through and including December 31, 2011 2.00 to 1 March 31, 2012 1.75 to 1 June 30, 2012 2013 through and including September 30, 2012 1.50 to 1 December 31, 2012 through and including March 31, 2013 1.25 to 1 June 30, 2013 through and including March 31, 2014 1.00 to 1 June 30, 2014 0.75 to 1 September 30, 2014 0.50 to 1 67 AMENDED AND RESTATED CREDIT AGREEMENT THE PRINCETON REVIEW, INC.1

Maximum Consolidated Senior Leverage Ratio. TPR shall not have, on the last day of each Fiscal Quarter, commencing with the Fiscal Quarter ending on June 30, 2012, a Consolidated Senior Leverage Ratio greater than the maximum ratio set forth opposite such Fiscal Quarter: FISCAL QUARTER ENDING MAXIMUM CONSOLIDATED SENIOR LEVERAGE RATIO June 30, 2010 2.50 2012 4.0 to 1 September 30, 2010 through and including June 30, 2011 2.25 to 1 September 30, 2011 through and including December 31, 2011 2.00 to 1 March 31, 2012 1.75 to 1 June 30, 2012 through and including September 30, 2012 1.50 5.2 to 1 December 31, 2012 through and including 4.0 to 1 March 31, 2013 1.25 to 1 June 30, 2013 through and including March 31, 2014 1.00 to 1 June 30, 2014 0.75 to 1 September 30, 2014 0.50 to 1 67 AMENDED AND RESTATED CREDIT AGREEMENT THE PRINCETON REVIEW, INC.1

Maximum Consolidated Senior Leverage Ratio. TPR The Borrower shall not have, on the last day of each during any Fiscal QuarterQuarter set forth below, a Consolidated Senior Leverage Ratio greater than the maximum ratio set forth opposite such the applicable Fiscal Quarter: FISCAL QUARTER ENDING MAXIMUM CONSOLIDATED SENIOR LEVERAGE RATIO Fiscal Quarter Ending Maximum Consolidated Senior Leverage Ratio June 30, 2007 10.5 to 1 September 30, 2007 9.0 to 1 December 31, 2007 7.5 to 1 March 31, 2008 6.25 to 1 June 30, 2008 5.0 to 1 September 30, 2008 4.5 to 1 December 31, 2008 4.25 to 1 March 31, 2009 3.75 to 1 June 30, 2009 3.75 to 1 September 30, 2009 3.75 to 1 December 31, 2009 3. 5 to 1 March 31, 2010 3.25 to 1 June 30, 2010 2.50 3.25 to 1 September 30, 2010 through and including 3.0 to 1 December 31, 2010 2.75 to 1 March 31, 2011 2.25 to 1 June 30, 2011 2.25 to 1 September 30, 2011 through and including 2.0 to 1 December 31, 2011 2.00 2.0 to 1 March 31, 2012 1.75 1.5 to 1 June 30, 2012 through and including 1.5 to 1 September 30, 2012 1.50 1.25 to 1 December 31, 2012 through and including 1.0 to 1 March 31, 2013 1.25 0.75 to 1 June 30, 2013 through and including March 31, 2014 1.00 0.5 to 1 June 30, 2014 0.75 to 1 September 30, 2014 0.50 to 1 67 AMENDED AND RESTATED CREDIT AGREEMENT THE PRINCETON REVIEW, INC.1

Maximum Consolidated Senior Leverage Ratio. TPR The Borrower shall not have, have on the last day of each Fiscal QuarterQuarter set forth below, a Consolidated Senior Leverage Ratio greater than that the maximum ratio set forth opposite such Fiscal Quarter: . FISCAL QUARTER ENDING MAXIMUM CONSOLIDATED SENIOR LEVERAGE RATIO June MARCH 31, 2010 4.50 TO 1 JUNE 30, 2010 2.50 to 3.50 TO 1 September SEPTEMBER 30, 2010 through and including June 3.00 TO 1 DECEMBER 31, 2010 2.75 TO 1 MARCH 31, 2011 2.65 TO 1 JUNE 30, 2011 2.25 to 2.65 TO 1 September SEPTEMBER 30, 2011 through and including December 2.50 TO 1 DECEMBER 31, 2011 2.00 to 2.35 TO 1 March MARCH 31, 2012 1.75 to AND EACH FISCAL QUARTER THEREAFTER 2.00 TO 1 June 30, 2012 through and including September 30, 2012 1.50 to 1 December 31, 2012 through and including March 31, 2013 1.25 to 1 June 30, 2013 through and including March 31, 2014 1.00 to 1 June 30, 2014 0.75 to 1 September 30, 2014 0.50 to 1 67 AMENDED AND RESTATED CREDIT AGREEMENT THE PRINCETON REVIEW, INC.”

Maximum Consolidated Senior Leverage Ratio. TPR Borrower shall not have, on the last day of each Fiscal Quarter, a Consolidated Senior Leverage Ratio greater than the maximum ratio set forth opposite such Fiscal Quarter: FISCAL QUARTER ENDING MAXIMUM CONSOLIDATED SENIOR LEVERAGE RATIO June 30December 31, 2010 2.50 to 1 September 30, 2010 2009 through and including June 30December 31, 2011 2.25 2010 1.25 to 1 September 30March 31, 2011 through and including December 31, 2011 2.00 1.00 to 1 March 31, 2012 1.75 to 1 through and including June 30, 2012 through and including September 30, 2012 1.50 2013 0.75 to 1 December 31, 2012 through and including March 31, 2013 1.25 to 1 June September 30, 2013 through and including March 31, 2014 1.00 to 1 June 30, 2014 0.75 to 1 September 30, 2014 0.50 to 1 67 AMENDED AND RESTATED CREDIT AGREEMENT THE PRINCETON REVIEW, INC.

Maximum Consolidated Senior Leverage Ratio. TPR Borrower shall not have, on permit the Consolidated Senior Leverage Ratio as of the last day of each any Fiscal Quarter, a Consolidated Senior Leverage Ratio greater than Quarter ending during any of the maximum ratio periods set forth opposite such Fiscal Quarterbelow to exceed the correlative ratio indicated: FISCAL QUARTER ENDING MAXIMUM CONSOLIDATED PERIOD SENIOR LEVERAGE RATIO ------ --------------------- July 1, 2005 to December 31, 2005 4.00 to 1.0 January 1, 2006 to June 30, 2010 2.50 2006 3.75 to 1 September 301.0 July 1, 2010 through and including June 30, 2011 2.25 2006 to 1 September 30, 2011 through and including December 31, 2011 2.00 2006 3.50 to 1 March 311.0 January 1, 2012 1.75 2007 to 1 June 30, 2012 through and including September 30, 2012 1.50 to 1 December 31, 2012 through and including March 2007 3.25 to 1.0 January 1, 2008 to December 31, 2013 1.25 2008 2.75 to 1 June 301.0 January 1, 2013 through 2009 and including March 31, 2014 1.00 thereafter 2.50 to 1 June 30, 2014 0.75 to 1 September 30, 2014 0.50 to 1 67 AMENDED AND RESTATED CREDIT AGREEMENT THE PRINCETON REVIEW, INC.1.0

Maximum Consolidated Senior Leverage Ratio. TPR Borrower shall not have, on the last day of each Fiscal Quarter, a Consolidated Senior Leverage Ratio greater than the maximum ratio set forth opposite such Fiscal Quarter: FISCAL QUARTER ENDING MAXIMUM CONSOLIDATED SENIOR LEVERAGE RATIO June 30, 2010 2.50 to 1 September 30December 31, 2010 through and including June September 30, 2011 2.25 to 1 September 30, 2011 through and including December 31, 2011 2.00 2.10 to 1 March 31, 2012 1.75 to 1 June 30, 2012 through and including September 30, 2012 1.50 to 1 December 31, 2012 through and including March 31, 2013 1.25 to 1 June 30, 2013 through and including March 31, 2014 1.00 to 1 June 30, 2014 0.75 to 1 September 30, 2014 0.50 to 1 67 AMENDED AND RESTATED CREDIT AGREEMENT THE PRINCETON REVIEW, INC.1