GUARANTY OF LOANS
THIS GUARANTY OF LOANS ("Guaranty") is made and delivered as of October 1, 2001, by THE
PRINCETON REVIEW, INC., a Delaware corporation ("TPR"), PRINCETON REVIEW MANAGEMENT,
L.L.C., a Delaware limited liability company, PRINCETON REVIEW OPERATIONS, L.L.C., a Delaware
limited liability company, PRINCETON REVIEW PRODUCTS, L.L.C., a Delaware limited liability company,
THE PRINCETON REVIEW CANADA, INC., a Canadian corporation, (each of the foregoing being a
"Guarantor" and collectively, "Guarantors"), in favor of COMDISCO, INC. ("Lender").
A. Pursuant to that certain Amended and Restated Loan and Security Agreement of even date herewith by and
between Princeton Review Publishing, L.L.C. ("Borrower") and Lender (the "Loan Agreement"), Lender is
extending and has agreed to continue to extend certain financial accommodations to or for the direct or indirect
benefit of Borrower. Unless otherwise defined herein, capitalized terms or matters of construction defined or
established in the Loan Agreement shall be applied herein as defined or established in the Loan Agreement.
B. TPR is the record and beneficial holder of all of the shares of Stock of Borrower, and the parent corporation
of Borrower and the other Guarantors; as such, each Guarantor will derive direct and indirect economic benefits
from the financial accommodations provided to Borrower pursuant to the Loan Agreement.
C. In order to induce Lender to enter into the Loan Agreement, each Guarantor has agreed to guarantee payment
of the Secured Obligations, as defined in the Loan Agreement.
NOW, THEREFORE, in consideration of the premises and the covenants hereinafter contained and for other
good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree
1. Each Guarantor hereby fully and unconditionally guarantees to Lender the due and punctual payment,
performance, and discharge (whether upon acceleration or otherwise in a