EXHIBIT 10.2
AMENDMENT NO. 10 TO LOAN AGREEMENT
AMENDMENT NO. 10 TO LOAN AGREEMENT dated as of April 30, 2003 (this
"Amendment"), among STUDENT ADVANTAGE, INC., a Delaware corporation (the
"Borrower"); each of the Subsidiaries of the Borrower identified under the
caption "SUBSIDIARY GUARANTORS" on the signature pages hereto (individually, a
"Subsidiary Guarantor" and, collectively, the "Subsidiary Guarantors" and,
together with the Borrower, the "Obligors"); SCHOLAR, INC., a Delaware
corporation ("Scholar"); XXXX XXXXXXX, an individual residing in New York, New
York ("Xxxxxxx"); and each of the Lenders that is a signatory hereto other than
Scholar and Xxxxxxx (each, a "Reservoir Lender" and, collectively, the
"Reservoir Lenders").
WHEREAS, the Borrower, the Subsidiary Guarantors, the Reservoir
Lenders, Scholar and Xxxxxxx are parties to a Loan Agreement dated as of June
25, 2001 (as modified and supplemented and in effect on the date hereof by nine
amendments thereto, the "Loan Agreement"), providing, subject to the terms and
conditions thereof, for loans to be made by said Lenders to the Borrower; and
WHEREAS, the Reservoir Lenders, Scholar, and Xxxxxxx have agreed
with the Borrower and the Subsidiary Guarantors to modify and amend the terms of
the Loan Agreement pursuant to the terms of this Amendment;
NOW, THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which is hereby mutually acknowledged, the parties hereto desire
to modify and amend the Loan Agreement pursuant to the terms hereof, as follows:
Section 1. Definitions. Except as otherwise defined in this
Amendment, terms defined in the Loan Agreement are used herein as defined
therein. References in the Loan Agreement (including references to the Loan
Agreement as amended hereby) to "this Agreement" (and indirect references such
as "hereunder", "hereby", "herein" and "hereof") shall be deemed to be
references to the Loan Agreement as amended hereby.
Section 2. Loan Repayment.
(a) Contemporaneously with the closing of the proposed sale of the
assets of the Borrower's OCM Direct business and notwithstanding any provision
to the contrary in Section 3 of Amendment No. 9 to Loan Agreement dated as of
March 31, 2003, as amended by two separate letter agreements, the Borrower shall
pay to the Lenders Nine Million Dollars ($9,000,000) to be paid to reduce the
principal of the Loans, which $9,000,000 shall be paid as follows: (i) Six
Million Six Hundred Thirty-Seven Thousand One Hundred Dollars ($6,637,100) to
Reservoir Capital Partners, L.P, (ii) One Million One Hundred Twelve Thousand
Nine Hundred Dollars ($1,112,900) to Reservoir Capital Master Fund, L.P., and
(iii) One Million Two Hundred Fifty Thousand Dollars ($1,250,000) to Scholar.
(b) Section 3 of Amendment No. 9 to Loan Agreement is hereby deleted
in its entirety, and the Parties agree that all repayments other than in
subsection
2 (a) above shall be allocated as follows: (i) first to interest accrued from
and after May 1, 2003 on the Loans and second to principal, allocated among the
Reservoir Lenders collectively, as one payment party, Xxxxxxx, as another payee,
and Scholar as the final payee such that 57.7% of each payment shall be
allocated to the Reservoir Lenders in the aggregate, 7.7% allocated to Xxxxxxx,
and 34.6% allocated to Scholar, until a total of Six Million Five Hundred
Thousand Dollars ($6,500,000) has been paid in the aggregate under this
subsection (b); and (ii) then, the Reservoir Lenders and Xxxxxxx will receive
such amounts of the remaining $1,000,000 in equal portions.
Section 3. Loan Agreement Amendment.
(a) Section 1.1 of the Loan Agreement is amended by deleting the
reference to "12%" in the definition of "Applicable Rate" and substituting "10%"
therefor.
(b) Section 1.1 of the Loan Agreement is amended by deleting the
definition of the term "Quarterly Date" and substituting the following therefor:
"'Quarterly Dates' means the 30th of September, the 31st of December, the 31st
of March, and the 30th of June."
(c) Section 1.1 of the Loan Agreement is amended by deleting the
definition of the term "Maturity Date" and substituting the following therefor:
"'Maturity Date' means January 31, 2005."
(d) Section 2.06(a) of the Loan Agreement is deleted in its entirety
and the following shall be substituted therefor: "The Borrower hereby
unconditionally promises to pay to the Lenders: (i) $9,000,000 upon the closing
of the transaction contemplated by the asset purchase agreement selling the OCM
assets, and (ii) all outstanding Loans on the Maturity Date."
(e) Section 3(c)(ii) of Amendment No. 6 to the Loan Agreement is
deleted in its entirety and the following shall be substituted therefor:. "The
interest rate payable on the Scholar Loan evidenced by the Scholar Note will be
the Applicable Rate.", as provided by this Amendment.
(f) Notwithstanding any provision in Article II of the Loan
Agreement to the contrary or any other provision in the Loan Agreement to the
contrary, interest only shall be paid in immediately available funds directly to
the Reservoir Lenders, Scholar and Xxxxxxx on the principal balance of the Loans
from time to time outstanding on each of the Term Loan Interest Payment Dates
commencing on September 30, 2003 (which first payment shall include interest
from and after May 1, 2003). Except as expressly stated in this Amendment, no
payment of the principal amount of the Loan or payment of fees will be due
(provided, that, the principal balance of the Loans will be due on the Maturity
Date). The Borrower also agrees, in lieu of any amounts now due or hereafter due
under Section 2.08 of the Loan Agreement, the Borrower shall pay a One Hundred
Thousand Dollar ($100,000) fee to Scholar and also a $100,000 fee directly to
the Reservoir Lenders (which $100,000 fee directly to the Reservoir Lenders
shall be
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allocated between the Reservoir Lenders in proportion to their relative
percentages) by December 31, 2003 and again on June 30, 2004 if any of the Loans
are outstanding as of such payment date.
(g) All accrued, but unpaid, interest due under the Loan Agreement
(other than under the Scholar Loan) as of the date of this Amendment shall be
waived and forgiven through April 30, 2003. Accrued but unpaid interest due to
Scholar with respect to the period from September 30, 2002 through April 30,
2003 will be payable on the Maturity Date and will not be paid until all of the
Loans payable to the Reservoir Lenders have been repaid.
(h) By way of clarification, the Borrower agrees to pay to Scholar
its reasonable legal fees for outside counsel incurred in connection with the
making and negotiation of the Scholar Loan and the enforcement of rights
thereunder.
Section 4. Xxxxxxx Fee.
(a) Effective May 1, 2003, the interest rate payable on the Xxxxxxx
Fee is 10% per annum, rather than the 12% per annum interest rate specified in
Amendment No. 8 to Loan Agreement.
(b) Notwithstanding any provision in the Loan Agreement to the
contrary and subject to subsections 2(b) and 4(d) of this Amendment, the Xxxxxxx
Fee will be due on the January 31, 2005 Maturity Date.
(c) All accrued, but unpaid, interest due under the Loan Agreement relating to
the Xxxxxxx Fee as of the date of this Amendment shall be waived and forgiven
through April 30, 2003.
Section 6. Conditions Precedent. This Amendment shall become
effective as of the date hereof upon the receipt by the Administrative Agent of
counterparts of this Amendment executed by each of the parties hereto and
consummation of the sale of the OCM assets by May 2, 2003 and payments specified
in subsection 2(a) of this Amendment.
Section 7. Consent to OCM Sale. The Lenders consent to the
Borrower's sale of its equity interest in its OCM Direct, Inc. subsidiary and
the subsidiaries of such subsidiary to Alloy, Inc. or a subsidiary thereof under
the terms and conditions set forth in the asset purchase agreement, the most
recent draft of which has been provided to the Lenders, and the performance of
the transactions contemplated thereby.
Section 8. Ratification. Except as amended, modified or waived
hereby, the Loan Agreement and the Loan Documents remain in full force and
effect and are hereby ratified and affirmed by the Borrower and each Subsidiary
Guarantor. Except as amended hereby, the Loan Agreement, including without
limitation the Guarantees, shall remain in full force and effect and bind and
inure to the benefit of the parties thereto and are hereby ratified and
confirmed.
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Section 9. Miscellaneous. This Amendment may be executed in any
number of counterparts, all of which taken together shall constitute one and the
same amendatory instrument and any of the parties hereto may execute this
Amendment by signing any such counterpart. This Amendment shall be governed by,
and construed in accordance with, the laws of the State of New York. To the
extent that any of the Loan Documents, any of the Warrant Documents refers to
the Loan Agreement, such reference shall mean the Loan Agreement as amended
hereby.
[Signature pages follow.]
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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to
be duly executed by their respective authorized officers as of the day and year
first above written.
STUDENT ADVANTAGE, INC.
By: /s/ Xxxxxxx X. Xxxxx, Xx.
------------------------------------
Name: Xxxxxxx X. Xxxxx, Xx.
Title: President
SUBSIDIARY GUARANTORS
XXXXXXX000.XXX, INC.
By: /s/ Xxxxxxx X. Xxxxx, Xx.
------------------------------------
Name: Xxxxxxx X. Xxxxx, Xx.
Title: President
STUDENT ADVANTAGE SECURITIES CORPORATION
By: /s/ Xxxxxxx X. Xxxxx, Xx.
------------------------------------
Name: Xxxxxxx X. Xxxxx, Xx.
Title: President
XXXXXXXXXX.XXX, INC.
By: /s/ Xxxxxxx X. Xxxxx, Xx.
------------------------------------
Name: Xxxxxxx X. Xxxxx, Xx.
Title: President
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THE DIGITAL PUBLISHING COMPANY, INC.
By: /s/ Xxxxxxx X. Xxxxx, Xx.
------------------------------------
Name: Xxxxxxx X. Xxxxx, Xx.
Title: President
OFFICIAL COLLEGE SPORTS NETWORK, INC.
By: /s/ Xxxxxxx X. Xxxxx, Xx.
------------------------------------
Name: Xxxxxxx X. Xxxxx, Xx.
Title: President
U-WIRE, INC.
By: /s/ Xxxxxxx X. Xxxxx, Xx.
------------------------------------
Name: Xxxxxxx X. Xxxxx, Xx.
Title: President
XXXXXXX
By: /s/ Xxxx Xxxxxxx
------------------------------------
Name: Xxxx Xxxxxxx
LENDERS
SCHOLAR, INC.
By: /s/ Xxxxxxx X. Xxxxx, Xx.
------------------------------------
Name: Xxxxxxx X. Xxxxx, Xx.
Title: President
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RESERVOIR CAPITAL PARTNERS, L.P.,
individually and as Administrative
Agent
By: Reservoir Capital Group, L.L.C.,
General Partner
By: /s/ Xxxxx Xxxxxxx
-------------------------------
Name: Xxxxx Xxxxxxx
Title: Managing Director
RESERVOIR CAPITAL MASTER FUND L.P.
By: Reservoir Capital Group, L.L.C.,
General Partner
By: /s/ Xxxxx Xxxxxxx
------------------------------------
Name: Xxxxx Xxxxxxx
Title: Managing Director
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