EXHIBIT 10.1
STUDENT ADVANTAGE, INC.
000 XXXXXX XXXXXX
XXXXXX, XX 00000
January 30, 0000
Xxxxxxxxx Capital Partners, L.P.
000 Xxxxxxx Xxxxxx
Xxx Xxxx, XX 00000
Attention: Xxxxx Xxxx, VP
Xxxx Xxxxxxx
c/o The Princeton Review
0000 Xxxxxxxx
Xxx Xxxx, XX 00000
Dear Xxxxx and Xxxx:
As you know, we are in the process of selling certain of our assets
relating to our SA Cash business ("SA Cash") to Blackboard Inc. ("Blackboard").
The latest draft of the asset purchase agreement ("APA") is enclosed. By signing
below, Reservoir Capital Partners, L.P., as administrative agent under the Loan
Agreement dated as of June 25, 2001, as amended (the "Loan Agreement"), hereby
consents to the consummation of the transactions contemplated by the APA.
Capitalized terms used in this letter without separate definition shall have the
meanings ascribed thereto in the Loan Agreement.
Referencing our loan agreement, as amended to date, the transaction
will be deemed as a Current Disposition in the estimated amount of $4.5 million
less professional fees and commissions. (We will provide a final accounting of
the transaction proceeds as soon as is practicable.) The allocation of the
proceeds will be governed by our December 30, 2002 letter agreement; provided,
however, except that the parties agree that subparagraph (a) of the letter
agreement is amended to substitute the figure $1,500,000 for $3,500,000, that
subparagraph (b) of the letter agreement is amended to substitute the figure
$6,500,000 for $4,500,000, and that subparagraph (c) of the letter agreement is
amended to substitute the figure $8,000,000 for $6,000,000; and provided,
further, that the
parties agree that section 3(b) of Amendment No. 7 to Loan Agreement is amended
to delete the subsection in its entirety and substitute the following therefor:
"Section 2.06(a) of the Loan Agreement is deleted in its
entirety and the following is substituted therefor: `The
Borrower hereby unconditionally promises to pay to the
Lenders: (i) $1,500,000 by January 31, 2003, (ii) $4,000,000
by March 31, 2003, and (iii) the remainder of the Loans on the
Maturity Date."
By signing below, the parties agree that upon SA's closing of the
transaction contemplated by the APA, (a) the Lenders consent to the transactions
contemplated by the APA, and (b) all liens on and security interests in the
Acquired Assets (as defined in the APA) granted to the Lenders shall, without
any further action by the Lenders (or any of them), the Administrative Agent or
SA, be irrevocably and unconditionally terminated and released in full. In
addition, Reservoir agrees to execute or cause to be executed on their behalf
without any recourse, warranty, or representation whatsoever, such termination
statements and other documents relating to liens and security interest in the
Acquired Assets in favor of Reservoir, as SA may reasonably request.
Sincerely,
STUDENT ADVANTAGE, INC.
By /s/ Xxxxxxx X. Xxxxx, Xx.
__________________________
Xxxxxxx X. Xxxxx, Xx.
Title: President
AGREED:
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
/s/ Xxxx Xxxxxxx
____________________________
Xxxx Xxxxxxx
SCHOLAR, INC.
By: Xxxxxxx X. Xxxxx, Xx.
_________________________
Name: Xxxxxxx X. Xxxxx, Xx.
Title: President
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
Consented to:
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: Chairman
