AMENDMENT NO. 1 TO AMENDED AND RESTATED SUBORDINATION AGREEMENT (Senior Subordinated Notes)

Exhibit 10.55

AMENDMENT NO. 1 TO AMENDED AND RESTATED SUBORDINATION AGREEMENT

(Senior Subordinated Notes)

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 collectively, the “Obligors”), the undersigned holders of Subordinated Indebtedness (as hereinafter defined), (each such holder, together with its successors and assigns, individually, a “Subordinated Creditor” and collectively, the “Subordinated Creditors”), and GENERAL ELECTRIC CAPITAL CORPORATION, a Delaware corporation, in its capacity as agent (including any successor agent, the “Senior Agent”) for the Lenders (as hereinafter defined).

WHEREAS, the Obligors, the Subordinated Creditors and the Senior Agent have entered into that certain Amended and Restated Subordination Agreement, dated as of November 9, 2011 (as heretofore amended, the “Subordination Agreement”); and

WHEREAS, the Obligors, the Subordinated Creditors and the Senior Agent, on behalf of the Senior Lenders, wish to amend the Subordination Agreement in certain respects in order to allow the Obligors to amend and restate the Original Credit Agreement (as defined in the Credit Agreement, as defined in the Subordination Agreement).

NOW, THEREFORE, in consideration of the premises and the agreements, provisions and covenants herein contained, the Obligors, the Subordinated Creditors and the Senior Agent agree as follows:

Section 1.

DEFINED TERMS

Unless otherwise provided, all capitalized terms used herein shall have the meanings ascribed thereto in the Subordination Agreement, as amended hereby.

Section 2.

AMENDMENTS

Subject to the satisfaction of the condition to effectiveness referred to in Section 3 below, the Subordination Agreement is hereby amended as follows:

Collateral means all assets and properties of any kind whatsoever, real or personal, tangible or intangible and wherever located, of any Obligor, whether now owned or hereafter acquired, upon which a Lien (including, without limitation, any Liens granted in any Insolvency Proceeding) is now or hereafter granted or purported to be granted by such Person in favor of a Secured Creditor, as security for all or any part of the Obligations; provided that the deposit account of TPR with JPMorgan Chase Bank N.A. and numbered ###-###-####, which is or is required to be subject to a deposit account control agreement in favor of certain of the Subordinated Creditors and all cash, proceeds and all other rights and interest relating to such account shall be excluded from the definition of Collateral for all purposes hereunder.

Section 3.

CONDITIONS TO EFFECTIVENESS

This Amendment No. 1 shall be effective upon receipt by the Subordinated Creditors and the Senior Agent of one or more counterparts of this Amendment No. 1 executed and delivered by the Obligors, the Subordinated Creditors and the Senior Agent.

Section 4.

LIMITATION ON SCOPE

Except as expressly amended hereby, all of the representations, warranties, terms, covenants and conditions of the Subordination Agreement shall remain in full force and effect in accordance with its terms. The amendments set forth herein shall be limited precisely as provided for herein and shall not be deemed to be waivers of, amendments of, consents to or modifications of any term or provision of the Subordination Agreement or any other document or instrument referred to therein or of any transaction or further or future action on the part of any party hereto except to the extent specifically provided for herein.

Section 5.

MISCELLANEOUS

[signature pages follow]

WITNESS the due execution hereof by the respective duly authorized officers of the undersigned as of the date first written above.

[SIGNATURE PAGE TO AMENDMENT NO. 1 TO SUBORDINATION AGREEMENT]

[SIGNATURE PAGE TO AMENDMENT NO. 1 TO SUBORDINATION AGREEMENT]