EXHIBIT 99.8
GUARANTEE ASSUMPTION AGREEMENT
GUARANTEE ASSUMPTION AGREEMENT dated as of November 7, 2001 by
VOICE FX, LLC, a Delaware limited liability company (the "Additional Subsidiary
Guarantor"), in favor of Reservoir Capital Partners, L.P., as administrative
agent for the lenders or other financial institutions or entities party as
"Lenders" to the Loan Agreement referred to below (in such capacity, together
with its successors in such capacity, the "Administrative Agent").
Student Advantage, Inc., a Delaware corporation, the
Subsidiary Guarantors referred to therein, the Lenders referred to therein and
the Administrative Agent are parties to a Loan Agreement dated as of June 25,
2001 (as modified and supplemented and in effect from time to time, the "Loan
Agreement").
Pursuant to Section 6.09(a) of the Loan Agreement, the
Additional Subsidiary Guarantor hereby agrees to become a "Subsidiary Guarantor"
for all purposes of the Loan Agreement, and a "Debtor" for all purposes of the
Security Agreement (and hereby supplements Annexes 1 through 3 to said Security
Agreement as specified in Appendix A). Without limiting the foregoing, the
Additional Subsidiary Guarantor hereby, jointly and severally with the other
Subsidiary Guarantors, guarantees to each Lender and the Administrative Agent
and their respective successors and assigns the prompt payment in full when due
(whether at stated maturity, by acceleration or otherwise) of all Guaranteed
Obligations (as defined in Section 3.01 of the Loan Agreement) in the same
manner and to the same extent as is provided in Article III of the Loan
Agreement. In addition, the Additional Subsidiary Guarantor hereby makes the
representations and warranties set forth in Sections 4.01, 4.02 and 4.03 of the
Loan Agreement, and in Section 2 of the Security Agreement, with respect to
itself and its obligations under this Agreement, as if each reference in such
Sections to the Basic Documents included reference to this Agreement.
The Additional Subsidiary Guarantor hereby instructs its
counsel to deliver the opinions referred to in Section 6.09(a) of the Loan
Agreement to the Lenders and the Administrative Agent.
IN WITNESS WHEREOF, the Additional Subsidiary Guarantor has
caused this Guarantee Assumption Agreement to be duly executed and delivered as
of the day and year first above written.
Voice FX, LLC
By: Student Advantage, Inc., its Sole
Member
By: /s/ Xxxxxxx X. Xxxxx, Xx.
----------------------------
Name: Xxxxxxx X. Xxxxx, Xx.
Title: President
Accepted and agreed:
RESERVOIR CAPITAL PARTNERS, L.P., as
Administrative Agent
By: Reservoir Capital Group, L.L.C.,
General Partner
By /s/ Xxxxx Xxxx
---------------------
Name: Xxxxx Xxxx
Title: Managing Director
[Appendix A to this Guarantee Assumption Agreement has been omitted and will be
provided to the Commission upon request to the Company.]
