Exhibit 99.1
AMENDMENT to LOAN AGREEMENT dated as of September 28, 2001, among
STUDENT ADVANTAGE, INC. for itself and the Subsidiary Guarantors, and RESERVOIR
CAPITAL PARTNERS, L.P., as Administrative Agent, for itself and the Lenders.
WHEREAS, the parties entered into a Loan Agreement dated as of June 25,
2001 (the "Loan Agreement"), and amended the Loan Agreement by an Amendment
dated as of September 28, 2001; and
WHEREAS, the parties desire to further amend the Loan Agreement
pursuant to the terms of this Amendment.
NOW, THEREFORE, for one dollar ($1.00) and other good and valuable
consideration, the receipt and sufficiency of which is hereby acknowledged by
the parties, the parties agree as follows:
1. The fiscal quarter ending September 30, 2001 referred to in
Section 7.10(f) of the Loan Agreement, as amended, shall instead be
deemed to end on October 1, 2001.
2. The Borrower represents that the conditions set forth in
Section 5.02 of the Loan Agreement are satisfied as of the date hereof
as if the Lenders were making Loans as of the date hereof.
3. Except as specifically stated above, the Loan Agreement
remains in full force and effect and is not modified or amended hereby.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed by their respective authorized officers as of the day and year
first above written.
STUDENT ADVANTAGE, INC.,
for itself and the Subsidiary Guarantors
By /s/ Xxxxxxx X. Xxxxx, Xx.
-------------------------
Name: Xxxxxxx X. Xxxxx, Xx.
Title: President
RESERVOIR CAPITAL PARTNERS, L.P.,
individually and as Administrative Agent,
for each Lender
By: Reservoir Capital Group, L.L.C.,
General Partner
By /s/ Xxxxx Xxxxxxx
-------------------------
Name: Xxxxx Xxxxxxx
Title: Managing Director
