Exhibit 10.63
As of February 13, 2002
Bank of America, N.A.
6610 Rockledge Drive, 3rd Floor
Bethesda, Maryland 20817
Attention: Michael J. Radcliffe
Vice President
CREDIT FACILITY: $5,000,000.00 REVOLVING LINE OF CREDIT
LENDER: BANK OF AMERICA, N.A.
BORROWERS: OCM DIRECT, INC., COLLEGIATE CARPETS, INC. AND CAREPACKAGES,
INC.
GUARANTOR: STUDENT ADVANTAGE, INC.
Dear Mr. Radcliffe:
The Borrower and the Lender hereby enter into the understandings set
forth below regarding the above Credit Facility with respect to certain
conditions of closing that remain unsatisfied at this date. Capitalized terms
used in this letter, but not defined herein have the same meanings as they do in
the Revolving Line of Credit Loan Agreement and Security Agreement of even date
between the Borrower and Lender (the "Credit Agreement"). This letter agreement
supplements the Credit Agreement for the purpose of facilitating the closing of
the Credit Facility.
1. The Borrower shall use its best efforts to deliver to Lender, by no
later than April 15, 2002, Landlord Waivers and Consents fully executed
and entered into with the owners of that certain real property located
at 3 Graphics Drive, West Trenton, New Jersey and at Cumberland Valley
Business Park, Building 52, Chambersburg, Pennsylvania, thereby
waiving, among other things, the owner's security interest and right to
any landlord or statutory liens against the property of the Borrower,
said Landlord Waivers and Consents to be in form and substance
satisfactory to Lender, as determined in Lender's sole and absolute
discretion.
The failure to fully and timely complete the terms and conditions set
forth herein shall constitute an Event of Default under the Credit Agreement.
Bank of America, N.A.
Re: OCM Direct, Inc., Collegiate Carpets, Inc. and CarePackages, Inc.
Page 2
OCM DIRECT, INC., a Delaware corporation
By: /s/ Raymond V. Sozzi, Jr. (SEAL)
-------------------------------------
Name: Raymond V. Sozzi, Jr.
-----------------------------------
Title: President
----------------------------------
COLLEGIATE CARPETS, INC., a Maryland corporation
By: /s/ Raymond V. Sozzi, Jr. (SEAL)
-------------------------------------
Name: Raymond V. Sozzi, Jr.
-----------------------------------
Title: President
----------------------------------
CAREPACKAGES, INC., a Delaware corporation
By: /s/ Raymond V. Sozzi, Jr. (SEAL)
-------------------------------------
Name: Raymond V. Sozzi, Jr.
-----------------------------------
Title: President
----------------------------------
SEEN AND AGREED:
Bank of America, N.A.
By: /s/ Michael J. Radcliffe (SEAL)
----------------------------
Name: Michael J. Radcliffe
---------------------------
Title: Vice President
--------------------------
Bank of America, N.A.
Re: OCM Direct, Inc., Collegiate Carpets, Inc. and CarePackages, Inc.
Page 3
State of Massachusetts )
County of Suffolk ) To Wit:
Acknowledged before me by Raymond V. Sozzi, Jr., as President of OCM
Direct, Inc., a Delaware corporation, this 14th day of February, 2002.
[SEAL]
/s/ Michael S. Traister
Notary Public
My commission expires: 09/04/03
State of Massachusetts )
County of Suffolk ) To Wit:
Acknowledged before me by Raymond V. Sozzi, Jr., as President of
Collegiate Carpets, Inc., a Maryland corporation, this 14th day of February,
2002.
[SEAL]
/s/ Michael S. Traister
Notary Public
My commission expires: 09/04/03
State of Massachusetts )
County of Suffolk ) To Wit:
Acknowledged before me by Raymond V. Sozzi, Jr., as President of
CarePackages, Inc., a Delaware corporation, this 14th day of February, 2002.
[SEAL] /s/ Michael S. Traister
Notary Public
My commission expires: 09/04/03