Amended General Statement of Beneficial Ownership

SCHEDULE 13D

SCHEDULE 13D

SCHEDULE 13D

SCHEDULE 13D

This Amendment No. 1 (this “ Amendment No. 1 ”) amends and supplements Items 4, 5 and 6 of the Statement on Schedule 13D filed on July 23, 2007 (the “ Schedule 13D ”) by Bain Capital Venture Fund 2007, L.P., a Delaware limited partnership (“ Fund 2007 ”), BCIP Venture Associates, a Delaware partnership (“ BCIP ”), BCIP Venture Associates-B, a Delaware partnership (“ BCIP-B ”), and Michael A. Krupka (collectively, the “ Reporting Persons ”). Unless otherwise indicated, each capitalized term used but not otherwise defined herein shall have the meaning assigned to such term in the Schedule 13D.

This Amendment No. 1 is being made to reflect the entry by the Reporting Persons and the Issuer into an agreement with respect to the securities of the Issuer, as described below under Items 4 and 6.

The Schedule 13D is hereby amended as follows:

Item 4 is hereby amended and supplemented as follows:

The information contained in Item 6 below is incorporated by reference herein. The purpose of the contemplated acquisition of the Issuer’s Series E Non-Convertible Preferred Stock, par value $0.01 per share (the “ Series E Preferred Stock ”), described herein is for investment purposes only, in the ordinary course of business, and not for the purpose of acquiring control of the Issuer.

Item 5 is hereby amended and supplemented as follows:

(a), (b) The information contained on the cover pages to this Amendment No. 1 is incorporated herein by reference. The percentage of the Issuer’s Common Stock, par value $0.01 per share (the “ Common Stock ”), beneficially owned by the Reporting Persons reported in this Amendment No. 1 is based on 33,719,808 shares of Common Stock outstanding, as reported in the Issuer’s Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2009. The increase in the Reporting Persons’ beneficial ownership of Common Stock since the filing of the Schedule 13D results solely from the dividends on the Issuer’s Series C Convertible Preferred Stock, par value $0.01 per share (the “ Series C Preferred Stock ”), held by the Reporting Persons accrued and unpaid since the Closing Date through and including October 19, 2009.

On October 16, 2009, Fund 2007 entered into a commitment letter (the “ Commitment Letter ”) with the Issuer, pursuant to which Fund 2007 agreed, subject to the terms and conditions set forth in the Commitment Letter, including the term sheet attached as Annex A thereto (the “ Term Sheet ”), (i) to purchase, or to cause one or more of its affiliates to purchase, the Series E Preferred Stock for consideration in the aggregate amount of at least $17.5 million of new capital and (ii) to exchange its shares of the Series C Preferred Stock, and to cause the other Reporting Persons and another holder of Series C Preferred Stock to exchange the shares of Series C Preferred Stock held by them, for shares of Series E Preferred Stock .

The full text of the Commitment Letter and the Term Sheet is filed as an exhibit to this Amendment No. 1 and is incorporated herein by reference.

SIGNATURE

After reasonable inquiry and to the best of its knowledge and belief, the undersigned certifies that the information set forth in this Statement is true, complete and correct.

October 16, 2009

The Princeton Review, Inc.

111 Speen Street

Framingham, MA 01701

Attention: Chief Executive Officer

Ladies and Gentlemen:

This letter agreement (together with the annexes attached hereto, this “ Commitment Letter ”) sets forth the commitment of Bain Capital Venture Fund 2007, L.P. and affiliated funds (“ BCV ”), subject to the terms and conditions contained herein, to purchase certain equity interests of The Princeton Review, Inc., a Delaware corporation (the “ Company ”). It is contemplated that, (i) pursuant to a Stock Purchase Agreement (the “ Acquisition Agreement ”) dated as of October 16, 2009, by and among the Company, Penn Foster Holdings LLC (the “ Seller ”), a Delaware limited liability company, Penn Foster Education Group, Inc. (“ Target ”), a Delaware corporation and certain members of the Seller as set forth therein, the Company shall acquire the Target (the “ Acquisition ”), and that (ii) pursuant to a stock purchase agreement (the “ Purchase Agreement ”) to be entered into by and among the Company, BCV, Falcon Strategic Partners III, LP (“ Falcon ”), Prides Capital Fund I LP (“ Prides ”) and other investors reasonably mutually acceptable to BCV and the Company (collectively, the “ Investors ”), the Investors will acquire the aggregate number of shares and type of preferred stock of the Company (the “ New Preferred Stock ”) set forth in the term sheet attached hereto as Annex A (the “ Term Sheet ”).

1. Commitment . BCV hereby commits, subject to the terms and conditions set forth in this Commitment Letter and Annex B attached hereto, that, at the closing of the Acquisition (such date, the “ Closing Date ”) it shall (i) purchase, or shall cause one or more of its affiliates or other parties to purchase, the New Preferred Stock for consideration in the aggregate amount of at least US $17,500,000 of new capital to be used to fund a portion of the consideration payable pursuant to the Acquisition Agreement and to pay all related fees and expenses and for general corporate purposes and (ii) exchange its shares of the Company’s Series C Preferred Stock (and cause the exchange of the Company’s Series C Preferred Stock held by BCIP Venture Associates, BCIP Venture Associates-B and RGIP, LLC) for New Preferred Stock (the “ Commitment ”). It is our understanding that the amount of new capital provided by all Investors (including Falcon) may be increased to a total of US $40,000,000. BCV may effect the purchase of the New Preferred Stock directly or through one or more affiliated entities or other parties. The purchase and sale of the New Preferred Stock shall be at the price and subject to the terms and conditions specified in this Commitment Letter and Annex A attached hereto.

2. Conditions . The Commitment shall be subject to the following conditions: (a) the negotiation, execution, and delivery of definitive agreements and documents that are reasonably acceptable to BCV and the Company, including the Purchase Agreement, an investor

rights agreement and certificates of designations (collectively, the “ Definitive Agreements ”), relating to the issuance of the New Preferred Stock and other related matters (which will reflect the terms and conditions set forth in the Term Sheet), (b) satisfaction of the other conditions set forth on Annex B to this Commitment Letter, (c) receipt of all required governmental consents and approvals necessary in connection with the issuance of the New Preferred Stock, (d) the closing of the Acquisition on the terms and conditions of the Acquisition Agreement without amendment or waiver of any provision or condition thereof unless such amendment or waiver is not materially adverse to BCV or BCV consents to such amendment or waiver and (e) the prior or contemporaneous consummation of the debt and equity financings on the terms and conditions described in (i) the Commitment Letter (the “ Senior Commitment ”) between General Electric Capital Corporation (the “ Senior Lender ”) and the Company dated the date hereof, (ii) the Commitment Letter (the “ Subordinated Commitment ” and together with the Senior Commitment, the “ Financing Commitments ”) dated the date hereof between Sankaty Advisors, LLC and Falcon (the “ Subordinated Lenders ” and together with the Senior Lender, the “ Lenders ”) and the Company, and (iii) the Commitment Letter (the “ Prides Commitment ”) between Prides and the Company dated the date hereof, and otherwise on terms reasonably satisfactory to BCV, provided that any modification, change or amendment to the terms or conditions of the Financing Commitments or the Prides Commitment that is not materially adverse to BCV shall not constitute a failure to satisfy this condition. The Company hereby represents and warrants that it has provided BCV with correct and complete copies of the Financing Commitments with the Lenders referred to therein and the Prides Commitment.

3. Consents and Approvals . Subject to the satisfaction of the conditions contained in Section 2 above, BCV, in its capacity as a holder of shares of the Company’s Series C Convertible Preferred Stock, (a) hereby consents and approves (and agrees to cause each of BCIP Venture Associates, BCIP Venture Associates-B and RGIP, LLC, in their respective capacities as holders of shares of the Company’s Series C Convertible Preferred Stock, to consent and approve), in each case pursuant to Sections 7 and 9 of that certain Certificate of Designation of Series C Convertible Preferred Stock of the Company, each of the following transactions: (i) the Acquisition and each of the transactions contemplated by the Acquisition Agreement, (ii) each of the transactions contemplated by the Financing Commitments and (iii) each of the transactions contemplated by the Prides Commitment, and BCV hereby agrees (and agrees to cause each of BCIP Venture Associates, BCIP Venture Associates-B and RGIP, LLC) to further memorialize such consents and approvals in any additional written consent document reasonably requested by the Company and (b) BCV hereby unconditionally waives (and agrees to cause each of BCIP Venture Associates, BCIP Venture Associates-B and RGIP, LLC to unconditionally waive), in each case pursuant to Section 10 of that certain Investor Rights Agreement, dated as of July 23, 2007, by and among the Company and the Purchasers and Stockholders identified therein (the “ IRA ”), all rights to notice and any purchase rights set forth in Section 9 of the IRA in respect of (i) any of the transactions contemplated by the Financing Commitments and (ii) any of the transactions contemplated by the Prides Commitment, and BCV hereby agrees (and agrees to cause each of BCIP Venture Associates, BCIP Venture Associates-B and RGIP, LLC) to further memorialize such waivers in any additional written waiver document reasonably requested by the Company.

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4. Projections and Information . The Company hereby represents and warrants that to its knowledge (a) all information other than financial projections (collectively, “ Projections ”), financial estimates, forecasts, other forward-looking information and information of a general economic or general industry nature (which information has been or will be prepared in good faith) (the “ Information ”) that has been or will be made available to BCV by or on behalf of Target or any of its representatives in connection with the transactions contemplated hereby (supplemented as contemplated below), taken as a whole, is or will be, when furnished, complete and correct in all material respects and does not or will not, when furnished and when taken as a whole, contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements contained therein not materially misleading in light of the circumstances under which such statements are made (after giving effect to all supplements thereto) and (b) the Projections, financial estimates, forecasts, other forward-looking information and information of a general economic or general industry nature that have been or will be made available to BCV by the Company or Target or any of their representatives in connection with the transactions contemplated hereby, have been or will be prepared in good faith and, in the case of the Projections, financial estimates, forecasts and other forward-looking information, are based upon assumptions that were believed to be reasonable at the time made and at the time the related Projections are made available to BCV (it being understood and agreed that Projections are not a guarantee of financial performance and actual results may differ from Projections and such differences may be material). The Company agrees that if at any time prior to the purchase of the New Preferred Stock, any of the representations in the preceding sentence would be materially incorrect if the Information and Projections were being furnished, and such representations were being made by the Company, at that time, then the Company will promptly notify BCV and will promptly supplement the Information and the Projections (to the extent the Information is reasonably available to the Company) so that such representations will be correct under those circumstances.

5. Reasonable Contact and Access to Information . From and after the date of execution of this Commitment Letter by the parties hereto and until the execution and delivery of the Definitive Agreements and through closing of the purchase of the New Preferred Stock, the Company shall provide BCV with reasonable contact (at times to be mutually agreed) between senior management, representatives, and advisors of the Company and BCV (and the Company shall use commercially reasonable efforts to cause direct contact between senior management, representatives and, advisors of the Target and BCV). In addition, BCV shall be provided with copies of any material information relating to the Company or the Target that is provided to the Lenders pursuant to the Financing Commitments or Prides pursuant to the Prides Commitment.

6. Indemnification; Expenses . The Company agrees (a) to indemnify and hold harmless BCV and its affiliates and their respective partners, stockholders, members, managers, officers, directors, employees, agents, advisors, controlling persons, and successors and assigns (each, an “ Indemnified Person ”) from and against any and all losses, claims, damages, liabilities and reasonable documented out-of-pocket expenses, joint or several, to which any such Indemnified Person may become subject arising out of or in connection with this Commitment Letter, the Acquisition, or any transaction contemplated hereby or thereby or any claim, litigation, investigation, or proceeding relating to any of the foregoing, regardless of whether any

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such Indemnified Person is a party thereto, and to reimburse each such Indemnified Person upon demand for any reasonable external legal or other out-of-pocket expenses incurred in connection with investigating or defending any of the foregoing, provided that the foregoing indemnity will not, as to any Indemnified Person, apply to losses, claims, damages, liabilities or related expenses to the extent they are found in the judgment of a court of competent jurisdiction to have resulted from the willful misconduct, bad faith, gross negligence or breach of obligations of such Indemnified Person, or any of its affiliates (it being understood that neither the Company nor Target shall not be deemed to be an affiliate for purposes herein) or controlling persons, or any of the officers, directors, or employees of the foregoing, or to the extent arising out of any disputes solely among Indemnified Persons and provided, further, that the Indemnified Persons shall be entitled to indemnification for the reasonable fees and expenses of only one counsel for all Indemnified Persons, and (b) to reimburse BCV from time to time, but no later than the Closing Date, for all reasonable out-of-pocket expenses, including but not limited to reasonable out-of-pocket expenses of BCV’s due diligence investigation, consultants’ fees, travel expenses and fees, disbursements and other charges of external legal counsel, in each case, incurred in connection with the preparation, negotiation and delivery of this Commitment Letter, the Definitive Agreements, or any other document entered into in connection with the consummation of the transactions contemplated herein and therein (regardless of whether the Acquisition or other transaction is consummated). Notwithstanding any other provision of this Commitment Letter, no party hereto shall be liable for any indirect, special, punitive or consequential damages in connection with the transactions contemplated herein or therein.

7. Absence of Fiduciary Relationship . The Company acknowledges and agrees that (a) no fiduciary, advisory, or agency relationship between the Company and BCV is intended to be or has been created in respect of any of the transactions contemplated by this Commitment Letter, irrespective of whether BCV has advised or is advising the Company on other matters, (b) BCV, on the one hand, and the Company, on the other hand, have an arm’s-length business relationship that does not directly or indirectly give rise to, nor does the Company rely on, any fiduciary duty on the part of BCV, (c) the Company is capable of evaluating and understanding, and the Company understands and accepts, the terms, risks, and conditions of the transactions contemplated by this Commitment Letter, (d) the Company has been advised that BCV is engaged in a broad range of transactions that may involve interests that differ from the Company’s interests and that BCV does not have any obligation to disclose such interests and transactions to the Company by virtue of any fiduciary, advisory or agency relationship, and (e) the Company waives, to the fullest extent permitted by law, any claims it may have against BCV for breach of fiduciary duty or alleged breach of fiduciary duty and agrees that BCV shall have no liability (whether direct or indirect) to the Company in respect of such a fiduciary duty claim or to any person asserting a fiduciary duty claim on behalf of or in right of the Company, including the Company’s stockholders, employees, or creditors. Additionally, the Company acknowledges and agrees that BCV is not advising the Company as to any legal, tax, investment, accounting, or regulatory matters in any jurisdiction. The Company shall consult with its own advisors concerning such matters and shall be responsible for making its own independent investigation and appraisal of the transactions contemplated herein, and BCV shall have no responsibility or liability to the Company with respect thereto. Any review by BCV of the Company, the transactions contemplated herein, or other matters relating to such transactions

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will be performed solely for the benefit of BCV and shall not be on behalf of the Company or any of its affiliates.

8. Parties in Interest; No Third Party Beneficiaries . This Commitment Letter shall inure to the benefit of and be binding upon the Company and BCV. Except for the rights of Indemnitees set forth in Section 6 hereof, nothing in this letter agreement, express or implied, is intended to confer upon any Person other than the Company and BCV any rights or remedies under, or by reason of, this Commitment Letter or to confer upon any Person any rights or remedies against any Person other than the Company and BCV under or by reason of this Commitment Letter. This Commitment Letter may only be enforced by the Company and BCV. The Company’s creditors shall have no right to enforce this Commitment Letter or to cause the Company to enforce this Commitment Letter.

9. No Modification; Entire Agreement . This Commitment Letter may not be amended or otherwise modified without the prior written consent of the Company and BCV. This Commitment Letter constitutes the sole agreement, and supersedes all prior agreements, understandings and statements, written or oral, between BCV or any of its affiliates, on the one hand, and the Company or any of its affiliates, on the other, with respect to the transactions contemplated hereby.

10. Governing Law; Jurisdiction; Venue . This Commitment Letter, the rights and obligations of the parties and all actions arising in whole or part under or in connection herewith will be governed by and construed in accordance with the laws of the State of New York.

Each party to this Commitment Letter, by its execution hereof, (a) hereby irrevocably submits to the exclusive jurisdiction of the state courts of the State of New York or the United States District Court located in the Southern District of the State of New York, in each case located in the County of New York, for the purpose of any action between the parties arising in whole or in part under or in connection with this Commitment Letter and (b) hereby waives to the extent not prohibited by applicable law, and agrees not to assert, by way of motion, as a defense or otherwise, in any such action, any claim that it is not subject personally to the jurisdiction of the above-named courts, that its property is exempt or immune from attachment or execution, that any such action brought in one of the above-named courts should be dismissed on grounds of forum non conveniens, should be transferred or removed to any court other than one of the above-named courts, or should be stayed by reason of the pendency of some other proceeding in any other court other than one of the above-named courts, or that this Commitment Letter or the subject matter hereof or thereof may not be enforced in or by such court. Notwithstanding the previous sentence, a party may commence any action in a court other than the above-named courts solely for the purpose of enforcing an order or judgment issued by one of the above-named courts.

EACH OF THE PARTIES HERETO IRREVOCABLY WAIVES THE RIGHT TO TRIAL BY JURY IN ANY ACTION, PROCEEDING, CLAIM OR COUNTERCLAIM BROUGHT BY OR ON BEHALF OF ANY PARTY RELATED TO OR ARISING OUT OF THIS COMMITMENT LETTER.

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11. Confidentiality . This Commitment Letter is delivered to the Company on the understanding that neither this Commitment Letter nor any of their terms or substance, shall be disclosed, directly or indirectly, to any other person except (a) to the Company’s affiliates, officers, directors, employees, attorneys, accountants and advisors on a confidential and need-to-know basis or (b) as required by applicable law or compulsory legal process (in which case the Company agrees, to the extent permitted by law, to inform BCV promptly thereof prior to such disclosure); provided that the Company may disclose this Commitment Letter and the contents hereof (i) to the Target and its officers, directors, employees, attorneys, accountants and advisors on a confidential and need-to-know basis, (ii) to the Lenders and their respective officers, directors, employees, attorneys, accountants and advisors on a confidential and need-to-know basis and (iii) to the Investors and their respective officers, directors, employees, attorneys, accountants and advisors on a confidential and need-to-know basis; provided, further, BCV may file a report on Schedule 13D, on or after the execution of this Commitment Letter, announcing the execution of this Commitment, which report may include this Commitment Letter or a form of this Commitment Letter as an exhibit.

Notwithstanding anything herein to the contrary, any party to this Commitment Letter (and any employee, representative or other agent of such party) may disclose to any and all persons, without limitation of any kind, the tax treatment and tax structure of the transactions contemplated by this Commitment Letter and all materials of any kind (including opinions or other tax analyses) that are provided to it relating to such tax treatment and tax structure, except that (y) tax treatment and tax structure shall not include the identity of any existing or future party (or any affiliate of such party) to this Commitment Letter, and (z) no party shall disclose any information relating to such tax treatment and tax structure to the extent nondisclosure is necessary in order to comply with applicable securities laws. For this purpose, the tax treatment of the transactions contemplated by this Commitment Letter is the purported or claimed U.S. Federal income tax treatment of such transactions and the tax structure of such transactions is any fact that may be relevant to understanding the purported or claimed U.S. Federal income tax treatment of such transactions.

12. Acceptance and Termination . If the foregoing correctly sets forth BCV’s agreement with the Company, please indicate the Company’s acceptance of the terms of this Commitment Letter by returning to BCV executed counterparts hereof not later than 5:00 p.m., New York City time, on October 18, 2009. BCV’s offer hereunder will expire automatically and without further action or notice and without further obligation to the Company, the Company, or any of their respective affiliates, at such time if BCV has not received such executed counterparts in accordance with the immediately preceding sentence. This Commitment Letter will become a binding commitment on BCV only after it has been duly executed and delivered by the Company in accordance with the first sentence of this Section 12 . Upon the earlier of (a) the termination of the Acquisition Agreement or (b) in the event that the closing of the Acquisition does not occur on or before 5:00 p.m., New York City time, on December 31, 2009 (the “ Termination Date ”), then this Commitment Letter and BCV’s commitment hereunder shall automatically terminate without further action or notice and without further obligation to the Company, the Target, or any of their respective affiliates or other Person unless BCV shall, in its sole discretion, agree to an extension.

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13. No Assignment; Miscellaneous . The rights evidenced by this letter shall not be assignable by the Company, without BCV’s prior written consent, and the granting of such consent in a given instance shall be solely in the discretion of BCV and, if granted, shall not constitute a waiver of this requirement as to any subsequent assignment. Any purported assignment of such rights in contravention of this Section 13 shall be void. Section headings used herein are for convenience of reference only, are not part of this Commitment Letter and are not to affect the construction of, or to be taken into consideration in interpreting, this Commitment Letter. Sections 6, 7, 8, 9, 10, 11 and 13 of this Commitment Letter shall remain in full force and effect regardless of whether the Definitive Agreements shall be executed and delivered (unless and to the extent the Definitive Agreements provide that such provisions are superseded) and notwithstanding the termination or expiration of this Commitment Letter or BCV’s commitment hereunder. This Commitment Letter may be executed in any number of counterparts, each of which shall be an original and all of which, when taken together, shall constitute one agreement. Delivery of an executed counterpart of a signature page of this Commitment Letter by facsimile or electronic transmission shall be as effective as delivery of a manually executed counterpart thereof.

[The remainder of this page has been intentionally left blank.]

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[Commitment Letter Signature Page]

ANNEX A

(Term Sheet)

THE PRINCETON REVIEW

TERM SHEET PROPOSAL

FOR

NON-CONVERTIBLE SERIES E PREFERRED STOCK

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3

4

5

6

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ANNEX B

(Conditions)

The Commitment shall be subject to the following additional conditions precedent (all capitalized terms used but not defined herein have the meanings given to them in the Commitment Letter to which this Annex B is attached):

(a) Company Performance . The Company shall have performed and complied in all material respects with all agreements, obligations and conditions contained in the Purchase Agreement that are required to be performed or complied with it on or before the Closing.

(b) No Stockholder Approval Required . No approval on the part of the stockholders of the Company shall be required in connection with the execution and delivery by the Company of the Definitive Agreements and the consummation of the transactions contemplated thereby, other than any such approvals that shall have been obtained or waived. No shares of common stock shall be issued by the Company in connection with the Acquisition without obtaining stockholder approval of such issuance, unless such stockholder approval shall not be required pursuant to the rules of the NASDAQ Global Market.

(c) Closing Documents . The Investors shall have received customary legal opinions, customary evidence of authority, good standing certificates, corporate documents and closing certificates.

(d) Charter Documents . Charter documents establishing the rights and preferences of the New Preferred Stock shall have been duly authorized and approved by the Company, and filed with the Secretary of State of Delaware.

(e) Material Adverse Change . Since July 31, 2009 (with respect to the Target and its subsidiaries), and since August 31, 2009 (with respect to the Company and its subsidiaries), no events, circumstances or developments shall have occurred that, in the aggregate, would cause a material adverse change on the business, assets, liabilities, operations, results of operations or financial condition of the Company, Target, or any of their subsidiaries, taken as a whole, other than any change or effect that results or arises from or relates to (i) (w) changes in economic, regulatory or political conditions, financial, securities or other market conditions or prevailing interest rates, (x) acts of war, declared or undeclared, armed hostilities or acts of terrorism, (y) changes in the industry in which the Company, Target or any of their subsidiaries operates or (z) changes in (including changes in interpretation or application of) laws, regulations or accounting standards, principles or interpretations, to the extent, in the cases of clauses (w), (x), (y) and (z), such changes or acts do not disproportionately affect the Company, Target or their subsidiaries, relative to other entities in the Company’s, Target’s or any of their subsidiaries’ industry, (ii) seasonal variations in the Company’s, Target’s or any of their subsidiaries’ business or (iii) the announcement of the Acquisition or the performance of obligations under the Acquisition Agreement, the Financing Commitments or the Definitive Agreements; provided, that in no event shall the mere failure of the Company, the Target or any of their subsidiaries to meet budgeted or projected revenues or earnings constitute, in and of itself, a material adverse change.