Exhibit 10.1
AMENDMENT XX. 0
XXXXXXXXX XX. 0 dated as of March 29, 2002, among STUDENT
ADVANTAGE, INC., a Delaware corporation duly organized and validly existing
under the laws of the State of Delaware (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"); each of the lenders that is a signatory hereto
(individually, a "Lender" and, collectively, the "Lenders"); and RESERVOIR
CAPITAL PARTNERS, L.P., a Delaware limited partnership, as administrative agent
for the Lenders (in such capacity, together with its successors in such
capacity, the "Administrative Agent").
The Borrower, the Subsidiary Guarantors, the Lenders and the
Administrative Agent are parties to a Loan Agreement dated as of June 25, 2001
(as modified and supplemented and in effect on the date hereof, the "Loan
Agreement"), providing, subject to the terms and conditions thereof, for loans
to be made by said Lenders to the Borrower in an aggregate principal amount not
exceeding $15,200,000. The Borrower, the Subsidiary Guarantors, the Lenders and
the Administrative Agent wish to amend the Loan Agreement in certain respects,
and accordingly, the parties hereto hereby agree as follows:
Section 1. Definitions. Except as otherwise defined in this
Amendment No. 4, 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. Repayment. As soon as possible after July 1, 2002
(and in any event by August 1, 2002), and again on September 1, 2002, the
Borrower shall repay to the Lenders $1,250,000 aggregate principal of Term Loans
(reduced by any prepayments pursuant to the preceding sentence) plus accrued
interest. The following proviso shall be added at the end of the first sentence
of Section 2.07(d): "provided, that failure to pay the amounts set forth in
clause (i) shall in no case represent an Event of Default before January 1,
2003."
Section 3. Representations and Warranties. The Borrower
represents and warrants to the Lenders that the representations and warranties
set forth in Article IV of the Loan Agreement and Section 3 of the Warrant
Agreement are true and complete on the date hereof as if made on and as of the
date hereof and as if each reference in said Article IV and Section 3 to "this
Agreement" included reference to this Amendment No. 4, except as to subsequent
issuances of warrants to Lender, stock options to employees and consultants of
the Borrower, and the capital stock (section 4.14 of the Loan Agreement) and
acquisition and disposition transactions assented to previously by the
Administrative Agent in writing.
Section 4. Conditions Precedent. This Amendment No. 4 shall
become effective as of the date hereof once it has been executed and delivered
by each of the parties hereto.
Section 5. Documents. Prior to execution, the Administrative
Agent has received the following documents:
(1) Corporate Documents. Certified copies of the charter and
by-laws (or equivalent documents) of each Obligor (or, in the
alternative, a certification to the effect that none of such documents
has been modified since delivery thereof on the Effective Date pursuant
to the Loan Agreement) and of all corporate authority for each Obligor
(including board of director resolutions and evidence of the incumbency
of officers for each Obligor) with respect to the execution, delivery
and performance of this Amendment No. 4 and the Loan Agreement as
amended hereby and the loans under the Loan Agreement as amended hereby
and each other document to be delivered by each Obligor from time to
time in connection with the Loan Agreement as amended hereby (and the
Administrative Agent and each Lender may conclusively rely on such
certificate until it receives notice in writing from each Obligor to
the contrary).
(2) Opinion of Counsel to the Obligors. An opinion of Xxxx and
Xxxx LLP, counsel to the Obligors (each Obligor having instructed such
counsel to deliver such opinion to the Lenders and the Administrative
Agent).
(3) Other Documents. Such other documents as the
Administrative Agent or any Lender or special counsel to the Lenders
has reasonably requested.
Section 6. Consideration. The Term Warrants with a
Commencement Date of June 25, 2002 are hereby amended to delete therefrom the
entire second paragraph thereof (relating to adjustment of the number of shares
subject to said warrant) with the exception of the first two sentences thereof
and to provide that if there are any amounts due under the Term Loans on June
25, 2002, then all of the Stock Units subject to said warrant (but in any event
at least the original number of Stock Units for which such Warrants are
exercisable) can be purchased. If, however, the Term Loans have been repaid in
full as of June 25, 2002, then said Term Warrants will be cancelled. If the
Administrative Agent so requests, the Borrower will issue replacement Warrants
reflecting the provisions of this Section.
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Section 7. Miscellaneous. Except as herein provided, the Loan
Agreement shall remain unchanged and in full force and effect. This Amendment
No. 4 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 No. 4 by signing any such counterpart. This
Amendment No. 4 shall be governed by, and construed in accordance with, the law
of the State of New York. To the extent that any of the Loan Documents, the
Warrant Agreement or any of the Warrants 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 No. 4 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
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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
LENDERS
RESERVOIR CAPITAL PARTNERS, L.P.,
individually and as Administrative
Agent
By: Reservoir Capital Group, L.L.C.,
General Partner
By: /s/ Xxxxxx X. Xxxxx
-----------------------------------
Name: Xxxxxx X. Xxxxx
Title: President
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RESERVOIR CAPITAL ASSOCIATES L.P.
By: Reservoir Capital Group, L.L.C.,
General Partner
By: /s/ Xxxxxx X. Xxxxx
-----------------------------------
Name: Xxxxxx X. Xxxxx
Title: President
RESERVOIR CAPITAL MASTER FUND L.P.
By: Reservoir Capital Group, L.L.C.,
General Partner
By: /s/ Xxxxxx X. Xxxxx
-----------------------------------
Name: Xxxxxx X. Xxxxx
Title: President
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