Exhibit 10.2
AMENDMENT NO. 5 TO LOAN AGREEMENT
and
AMENDMENT TO WARRANT AGREEMENT
AMENDMENT NO. 5 TO LOAN AGREEMENT and AMENDMENT TO WARRANT
AGREEMENT dated as of May 6, 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. The Borrower and the Lenders are
also parties to a Warrant Agreement dated as of the same date (as modified and
supplemented and in effect on the date hereof) (the "Warrant Agreement"). The
Borrower, the Subsidiary Guarantors, the Lenders and the Administrative Agent
wish to amend the Loan Agreement and the Warrant Agreement in certain respects,
and accordingly, the parties hereto hereby agree as follows:
Section 1. Definitions. Except as otherwise defined in this
Amendment No. 5, 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. Loan Agreement Amendments. The Loan Agreement is
amended as follows:
(a) Section 2 of Amendment No. 3 is deleted.
(b) The definition of the term "Maturity Date" in Section 1.01
of the Loan Agreement shall be amended to read in its entirety as
follows:
"Maturity Date" means July 1, 2003.
(c) Section 2.07(d) of the Loan Agreement is deleted.
(d) The total fee payable under Section 13 of Amendment No. 3
is fixed at $200,000, to be payable in the manner provided in the last
sentence thereof on July 31, 2002, except that if $10,200,000 of
principal and interest on the Term Loans has been repaid by that date,
the fee shall be reduced to zero.
(e) Section 7.10 of the Loan Agreement is deleted, and
Defaults or Events of Default relating to such section 7.10 shall be
waived.
(f) Section 2 of Amendment No. 4 is deleted. 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 amount of Loans plus accrued interest in
the order specified in Section 2.07(b)(iii) of the Loan Agreement. If
by July 31, 2002 $10,200,000 of principal and interest on the Term
Loans has been repaid, only the September 1, 2002 payment shall be
required.
(g) If no Term Loans are outstanding on a Revolving Loan
Interest Payment Date, interest on the Revolving Loans may be
capitalized in the manner and subject to the provisos set forth in
Section 2.09(c) of the Loan Agreement, except that for this purpose (i)
"Non-PIK Event" shall mean that the Borrower's revenue for the most
recent fiscal quarter was less than $10,000,000, and its Cash Flow for
such quarter was negative, and (ii) the Borrower may in no event pay
with Common Stock.
Section 3. Warrant Agreement Amendments.
(a) Anything in Section 6 of the Warrant Agreement to the
contrary notwithstanding, the Put Right (as defined therein) may not be
exercised before the earlier of (i) July 1, 2003 and (ii) the
acceleration of the Loans pursuant to Article VIII of the Loan
Agreements.
(b) Section 6 of Amendment No. 4 is deleted. The second
paragraph of the Term Warrants with a Commencement Date of June 25,
2002 and June 25, 2003 is hereby replaced by the following:
"The number of Stock Units for which this Warrant is
exercisable shall initially be zero but shall be adjusted on
the 25th day of each month following the Commencement Date to
equal (i) the number of Stock Units for which it was
previously exercisable plus (ii) (A) [insert pro rata portion
of Term Loans by Holder (aggregate is 41,666 2/3)] times (B) a
fraction (x) the numerator of which is the average daily
outstanding balance during such month of the Term Loans (as
defined under the Loan Agreement) (including capitalized and
accrued interest) and (y) the denominator of which is
$10,000,000."
If the Administrative Agent so requests, the Borrower will issue
replacement Warrants reflecting the provisions of this Section.
(c) The Lenders agree that for purposes of the Warrant
Agreement, assuming an offering, completed by May 31, 2002, of not less
than $2,500,000 (aggregating all shares sold) at a blended average of
not less than $0.75 per share of Common Stock and not more than 50%
warrant coverage to the purchaser ( half with an exercise price of
$0.75 per share and half with an exercise price of $1.00 per share),
the shares of Common Stock to be sold under certain securities purchase
agreements to be entered into on or about the date hereof shall not be
"Additional Shares of Common Stock," (as defined in the
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Warrant Agreement) and that no adjustment to the number of shares of
Common Stock comprising a Stock Unit (as defined in the Warrant
Agreement) shall be required as a result of the issuance or deemed
issuance of such shares.
Section 4. 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, 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), the
Borrower's receipt of certain correspondence dated April 26, 2002 from the
Nasdaq Stock Market as to violations of certain marketplace rules by reason of
the closing bid price of the Common Stock closing at less than $1.00 for 30
consecutive trading days, and acquisition and disposition transactions assented
to previously by the Administrative Agent in writing.
Section 5. Conditions Precedent. This Amendment shall become
effective as of the date hereof once it has been executed and delivered by each
of the parties hereto and the Borrower shall have applied at least $5,200,000 to
the prepayment of principal of and interest on Term Loans. This Amendment may
not become effective after May 15, 2002.
Section 6. 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 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) Other Documents. Such other documents as the
Administrative Agent or any Lender or special counsel to the Lenders
has reasonably requested.
Section 7. Miscellaneous. Except as herein provided, the Loan
Agreement and Warrant Agreement shall remain unchanged and in full force and
effect. This Amendment 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 by signing any such
counterpart. This Amendment 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 or the Warrant Agreement, such reference shall mean the Loan Agreement
or the Warrant Agreement as amended hereby.
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[Signature pages follow.]
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IN WITNESS WHEREOF, the parties hereto have caused this
Amendment No. 5 to be duly executed by their respective authorized officers as
of the day and year first above written.
STUDENT ADVANTAGE, INC.
By: /s/ Raymond V. Sozzi, Jr.
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Name: Raymond V. Sozzi, Jr.
Title: President
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SUBSIDIARY GUARANTORS
COLLEGE411.COM, INC.
By: /s/ Raymond V. Sozzi, Jr.
-----------------------------------
Name: Raymond V. Sozzi, Jr.
Title: President
STUDENT ADVANTAGE SECURITIES CORPORATION
By: /s/ Raymond V. Sozzi, Jr.
-----------------------------------
Name: Raymond V. Sozzi, Jr.
Title: President
SCHOLARAID.COM, INC.
By: /s/ Raymond V. Sozzi, Jr.
-----------------------------------
Name: Raymond V. Sozzi, Jr.
Title: President
THE DIGITAL PUBLISHING COMPANY, INC.
By: /s/ Raymond V. Sozzi, Jr.
-----------------------------------
Name: Raymond V. Sozzi, Jr.
Title: Chairman
OFFICIAL COLLEGE SPORTS NETWORK, INC.
By: /s/ Raymond V. Sozzi, Jr.
-----------------------------------
Name: Raymond V. Sozzi, Jr.
Title: Chairman
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U-WIRE, INC.
By: /s/ Raymond V. Sozzi, Jr.
-----------------------------------
Name: Raymond V. Sozzi, Jr.
Title: Chairman
LENDERS
RESERVOIR CAPITAL PARTNERS, L.P.,
individually and as Administrative
Agent
By: Reservoir Capital Group, L.L.C.,
General Partner
By: /s/ Craig Huff
------------------------------------
Name: Craig Huff
Title: President
RESERVOIR CAPITAL ASSOCIATES L.P.
By: Reservoir Capital Group, L.L.C.,
General Partner
By: /s/ Craig Huff
------------------------------------
Name: Craig Huff
Title: President
RESERVOIR CAPITAL MASTER FUND L.P.
By: Reservoir Capital Group, L.L.C.,
General Partner
By: /s/ Craig Huff
------------------------------------
Name: Craig Huff
Title: President
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