0001193125-11-063984 Sample Contracts

THIRD AMENDMENT TO SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • March 11th, 2011 • Princeton Review Inc • Services-educational services • New York

THIS THIRD AMENDMENT TO SECURITIES PURCHASE AGREEMENT (this “Amendment”) is entered into as of March 9, 2011, by and among The Princeton Review, Inc., a Delaware corporation (“TPR”), Penn Foster, Inc., a Pennsylvania corporation (“PF”, and together with TPR, collectively, the “Issuer”), the guarantors party hereto (the “Guarantors”) and the Purchasers party hereto (the “Purchasers”).

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THIRD AMENDMENT TO SENIOR SUBORDINATED NOTE PURCHASE AGREEMENT
Senior Subordinated Note Purchase Agreement • March 11th, 2011 • Princeton Review Inc • Services-educational services • New York

THIS THIRD AMENDMENT TO SENIOR SUBORDINATED NOTE PURCHASE AGREEMENT (this “Amendment”) is entered into as of March 9, 2011, by and among The Princeton Review, Inc., a Delaware corporation (“TPR”), Penn Foster, Inc., a Pennsylvania corporation (“PF”, and together with TPR, collectively, the “Issuer”), the guarantors party hereto (the “Guarantors”) and the Purchasers party hereto (the “Purchasers”).

FIRST AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT
Credit Agreement • March 11th, 2011 • Princeton Review Inc • Services-educational services • New York

THIS FIRST AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT (“Amendment”) is entered into as of March 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”).

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