Exhibit 10.3
AMENDMENT NO. 9 TO LOAN AGREEMENT
AMENDMENT NO. 9 TO LOAN AGREEMENT dated as of March 31, 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 Corp. 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 eight 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 have agreed to lend to the
Borrower additional monies contemporaneously with the execution 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. Loans. Contemporaneously herewith, the Reservoir
Lenders will lend to the Borrower an additional One Million Five Hundred
Thousand Dollars ($1,500,000.00) as a Term Loan (the "Additional Reservoir
Lendings"), which Additional Reservoir Lendings shall be evidenced by two
promissory notes in or substantially in the forms attached hereto as Exhibits
A-1 and A-2, hereto. The borrowings contemplated by this Amendment shall not
constitute additional warranties or representations regarding the Obligors or
any fact or circumstance whatsoever, except that the warranties and
representations made in Section 4.01, 4.02 and 4.03 of the Loan Agreement are
hereby incorporated by reference and made as of the date hereof (and the term
"Transactions" therein shall include, without limitation, the transactions
contemplated by this Amendment), it being understood that the Borrower is not in
good corporate standing with the State of Delaware, Secretary of State.
Section 3. Payments.
(a) Notwithstanding any provision of the Loan Agreement to the
contrary, all payments on Loans after the date hereof (including payments made
under the Security Agreement) shall be made to the Administrative Agent for the
account of the Lenders and shall be allocated as follows:
(i) all payments, until such time as Reservoir shall
have been repaid the Additional Reservoir Lendings provided hereunder,
together with accrued, but unpaid interest thereon arising after the
date of this Amendment, shall be paid over promptly to Reservoir;
(ii) all payments, until such time as Reservoir shall
have been repaid the $500,000 borrowed under Amendment No. 8 to Loan
Agreement, together with accrued, but unpaid interest thereon arising
after March 14, 2003 disbursement date thereof, shall be paid over
promptly to Reservoir
(iii) thereafter, all payments, until such time as
Reservoir shall have been repaid an additional $4,016,000 of the Loans,
together with accrued, but unpaid interest thereon arising after
December 30, 2002, shall be paid over promptly to the Reservoir
Lenders;
(iv) thereafter, all payments, until such time as an
additional $9,000,000 of the Loans, together with accrued but unpaid
interest thereon arising after December 30, 2002, and $500,000 of the
Xxxxxxx Fee, together with accrued deemed interest thereon, shall have
been paid over to the Lenders and Xxxxxxx, 57.89% of such monies shall
be paid to the Reservoir Lenders, 5.26% shall be paid to Xxxxxxx and
36.84% shall be paid over to Scholar; and
(v) thereafter, all payments, until such time as an
additional $500,000 of the Loans, together with accrued, but unpaid
interest thereon arising after December 30, 2002, and an additional
$500,000 of the Xxxxxxx Fee together with accrued deemed interest
thereon, shall have been paid to Xxxxxxx and the Reservoir Lenders 50%
of such monies shall be paid to Xxxxxxx and 50% shall be paid to the
Reservoir Lenders.
(b) (i) In paragraph (b) of the letter dated December 30, 2002
from the Borrower to the Lenders relating to disposition of proceeds from
certain asset sales (the "Dispositions Letter"), the number "$6,500,000" shall
be replaced by "$8,000,000." (ii) In paragraph (c) of the Dispositions Letter,
the number "$8,500,000" shall be replaced by "$10,000,000".
Section 4. Loan Agreement Amendment. 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) $4,000,000 by April 14, 2003, and (ii) the remainder of the Loans on the
Maturity Date."
Section 5. 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.
Section 6. 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.
Section 7. 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.]
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
THE DIGITAL PUBLISHING COMPANY, INC.
By /s/ Xxxxxxx X. Xxxxx, Xx.
--------------------------------
Name: Xxxxxxx X. Xxxxx, Xx.
Title: Chairman
OFFICIAL COLLEGE SPORTS NETWORK, INC.
By /s/ Xxxxxxx X. Xxxxx, Xx.
--------------------------------
Name: Xxxxxxx X. Xxxxx, Xx.
Title: Chairman
U-WIRE, INC.
By /s/ Xxxxxxx X. Xxxxx, Xx.
--------------------------------
Name: Xxxxxxx X. Xxxxx, Xx.
Title:
XXXXXXX
By /s/ Xxxx Xxxxxxx
---------------------------------
Name: Xxxx Xxxxxxx
LENDERS
SCHOLAR, INC.
By /s/ Xxxxxxx X. Xxxxx, Xx.
--------------------------------
Name: Xxxxxxx X. Xxxxx, Xx.
Title: President
RESERVOIR CAPITAL PARTNERS, L.P.,
individually and as Administrative
Agent
By: Reservoir Capital Group, L.L.C.,
General Partner
By: /s/ Xxxx Xxxxxxx
-------------------------------
Name: Xxxx Xxxxxxx
Title: Managing Director
RESERVOIR CAPITAL ASSOCIATES L.P.
By: Reservoir Capital Group, L.L.C.,
General Partner
By: /s/ Xxxx Xxxxxxx
--------------------------------
Name: Xxxx Xxxxxxx
Title: Managing Director
RESERVOIR CAPITAL MASTER FUND L.P.
By: Reservoir Capital Group, L.L.C.,
General Partner
By: /s/ Xxxx Xxxxxxx
-------------------------------
Name: Xxxx Xxxxxxx
Title: Managing Director
Exhibit A-1
PROMISSORY NOTE
New York, New York
March 31, 2003
For value received, STUDENT ADVANTAGE, INC., a Delaware
corporation (the "Borrower"), promises to pay to the order of RESERVOIR CAPITAL
PARTNERS, L.P. (the "Lender") the unpaid principal amount of each Loan made by
the Lender to the Borrower pursuant to the Loan Agreement referred to below on
the Maturity Date. The Borrower promises to pay interest on the unpaid principal
amount of each such Loan on the dates, at the rate or rates and in the manner
provided for in the Loan Agreement. All such payments of principal and interest
shall be made in lawful money of the United States of America and in immediately
available funds at the office specified from time to time by the Lender to the
Borrower in accordance with the Loan Agreement.
All Loans made by the Lender and all repayments of the
principal thereof shall be recorded by the Lender and, prior to any transfer
hereof, appropriate notations to evidence the foregoing information with respect
to each such Loan then outstanding shall be endorsed by the Lender on the
schedule attached hereto, or on a continuation of such schedule attached to and
made a part hereof; provided that the failure of the Lender to make any such
recordation or endorsement shall not affect the obligations of the Borrower
hereunder or under the Loan Agreement.
This Promissory Note is one of the Notes referred to in the
Loan Agreement dated as of June 25, 2001 (as the same shall be modified and
supplemented and in effect from time to time, the "Loan Agreement"), among the
Borrower, the Subsidiary Guarantors party thereto, the lenders party thereto and
Reservoir Capital Partners, L.P., as Administrative Agent. Terms used but not
otherwise defined herein have the respective meanings assigned to them in the
Loan Agreement. Reference is made to the Loan Agreement for provisions for the
prepayment, the acceleration of the maturity and the limitations on the
transferability of this Promissory Note. Reference is made to the Security
Agreement and the pledge made by the Borrower and the Subsidiary Guarantors
therein securing, among other things, the obligations of the Borrower hereunder.
This Promissory Note shall be construed in accordance with and governed by the
law of the State of New York.
STUDENT ADVANTAGE, INC.
By ____________________________
Name: Xxxxxxx X. Xxxxx, Xx.
Title: President
Promissory Note (cont'd)
LOANS AND PAYMENTS OF PRINCIPAL
-------------------------------------------------------------------------------------------------------------------
Type of Loan Amount of Principal
Date (Term or Revolving) Amount of Loan Repaid Notation Made By
-------------------------------------------------------------------------------------------------------------------
3/31/03 Term $1,284,600
-------------------------------------------------------------------------------------------------------------------
___________________________________________________________________________________________________________________
___________________________________________________________________________________________________________________
___________________________________________________________________________________________________________________
___________________________________________________________________________________________________________________
___________________________________________________________________________________________________________________
___________________________________________________________________________________________________________________
___________________________________________________________________________________________________________________
___________________________________________________________________________________________________________________
___________________________________________________________________________________________________________________
___________________________________________________________________________________________________________________
___________________________________________________________________________________________________________________
Exhibit X-0
XXXXXXXXXX XXXX
Xxx Xxxx, Xxx Xxxx
March 31, 2002
For value received, STUDENT ADVANTAGE, INC., a Delaware
corporation (the "Borrower"), promises to pay to the order of RESERVOIR CAPITAL
MASTER FUND, L.P. (the "Lender") the unpaid principal amount of each Loan made
by the Lender to the Borrower pursuant to the Loan Agreement referred to below
on the Maturity Date. The Borrower promises to pay interest on the unpaid
principal amount of each such Loan on the dates, at the rate or rates and in the
manner provided for in the Loan Agreement. All such payments of principal and
interest shall be made in lawful money of the United States of America and in
immediately available funds at the office specified from time to time by the
Lender to the Borrower in accordance with the Loan Agreement.
All Loans made by the Lender and all repayments of the
principal thereof shall be recorded by the Lender and, prior to any transfer
hereof, appropriate notations to evidence the foregoing information with respect
to each such Loan then outstanding shall be endorsed by the Lender on the
schedule attached hereto, or on a continuation of such schedule attached to and
made a part hereof; provided that the failure of the Lender to make any such
recordation or endorsement shall not affect the obligations of the Borrower
hereunder or under the Loan Agreement.
This Promissory Note is one of the Notes referred to in the
Loan Agreement dated as of June 25, 2001 (as the same shall be modified and
supplemented and in effect from time to time, the "Loan Agreement"), among the
Borrower, the Subsidiary Guarantors party thereto, the lenders party thereto and
Reservoir Capital Partners, L.P., as Administrative Agent. Terms used but not
otherwise defined herein have the respective meanings assigned to them in the
Loan Agreement. Reference is made to the Loan Agreement for provisions for the
prepayment, the acceleration of the maturity and the limitations on the
transferability of this Promissory Note. Reference is made to the Security
Agreement and the pledge made by the Borrower and the Subsidiary Guarantors
therein securing, among other things, the obligations of the Borrower hereunder.
This Promissory Note shall be construed in accordance with and governed by the
law of the State of New York.
STUDENT ADVANTAGE, INC.
By ____________________________
Name: Xxxxxxx X. Xxxxx, Xx.
Title: President
Promissory Note (cont'd)
LOANS AND PAYMENTS OF PRINCIPAL
-------------------------------------------------------------------------------------------------------------------
Type of Loan Amount of Principal
Date (Term or Revolving) Amount of Loan Repaid Notation Made By
-------------------------------------------------------------------------------------------------------------------
3/31/03 Term $215,400
-------------------------------------------------------------------------------------------------------------------
___________________________________________________________________________________________________________________
___________________________________________________________________________________________________________________
___________________________________________________________________________________________________________________
___________________________________________________________________________________________________________________
___________________________________________________________________________________________________________________
___________________________________________________________________________________________________________________
___________________________________________________________________________________________________________________
___________________________________________________________________________________________________________________
___________________________________________________________________________________________________________________
___________________________________________________________________________________________________________________
___________________________________________________________________________________________________________________
