Princeton Review (REVU) 10-K 2005 FY Annual report

Exhibit 10.38

2315 Broadway Realty Co.
c/o 116 East 27^th Street, 3^rd Floor
New York, New York 10016

November 18, 2005

Mark Chernis
President and Chief Operating Officer
The Princeton Review, Inc.
2315 Broadway
New York, New York 10024

Re:     Landlord:  2315 Broadway Realty Co. (“Landlord”)
Tenant: The Princeton Review, Inc. (“Tenant”)
Lease: Any and all leases and amendments to lease agreements between the Landlord and Tenant (“Leases”)
Premises: The 2^nd, 3^rd and 4^th Floors as demised under the Leases between Landlord and Tenant in the building known as 2315 Broadway, New York, New York

Dear Mr. Chernis:

This is to advise you as officer of the Tenant, that Leases between the Landlord and the Tenant shall hereby be extended through and including December 31, 2014. All terms and conditions of the Leases shall remain in full force and effect including but not limited to all additional rent items in the Leases such as Real Estate Tax Charges, Water Charges and Miscellaneous charges. As of January 1, 2006 the minimum annual base rent provisions of the Leases shall be deleted in their entirety and shall be replaced with the following:

From January 1, 2006 to December 31, 2006, $743,948.00 per annum
($61,995.66 per month)

From January 1, 2007 to December 31, 2007, $758,348.00 per annum
($63,195.66 per month)

From January 1, 2008 to December 31, 2008, $772,748.00 per annum
($64,395.66 per month)

From January 1, 2009 to December 31, 2009 $787,148.00 per annum
($65,595.66 per month)

From January 1, 2010 to December 31, 2010 $801,548.00 per annum
($66,795.66 per month)

From January 1, 2011 to December 31, 2011 $815,948.00 per annum
($67,995.66 per month)

From January 1, 2012 to December 31, 2012 $830,348.00 per annum
($69,195.66 per month)

From January 1, 2013 to December 31, 2013 $844,748.00 per annum
($70,395.66 per month)

From January 1, 2014 to December 31, 2014 $859,148.00 per annum
($71,595.66 per month)

As review and summary of the minimum annual base and additional rent charges are attached hereto as a proposed rent bill that is for your reference only of an estimate of your rent bill for January 1, 2006. Please note that nothing in the attachment changes any of the terms of the lease(s).

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Your signature as an officer of Tenant at the foot of this letter signifies Tenant’s agreement and consent with the foregoing.

Thank you.

Very truly yours,
2315 BROADWAY REALTY CO.	/s/ JEFFREY D. SMITH
	By: Jeffrey D. Smith. Its: General Partner
Agreed and Accepted by: THE PRINCETON REVIEW, INC.	/s/ MARK CHERNIS
	By: Mark Chernis Its: President and COO

 

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