Exhibit 10.3
AMENDMENT NO. 8 TO LOAN AGREEMENT
AMENDMENT NO. 8 TO LOAN AGREEMENT dated as of March 13, 2003,
(this "Amendment"), among STUDENT ADVANTAGE, INC., a Delaware corporation (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"); SCHOLAR, INC., a Delaware
corporation ("Scholar"); JOHN KATZMAN, an individual residing in New York, New
York ("Katzman"); and each of the Lenders that is a signatory hereto other than
Scholar Corp. and Katzman (each, a "Reservoir Lender" and, collectively, the
"Reservoir Lenders").
WHEREAS, the Borrower, the Subsidiary Guarantors, the
Reservoir Lenders, Scholar and Katzman are parties to a Loan Agreement dated as
of June 25, 2001 (as modified and supplemented and in effect on the date hereof
by seven amendments thereto, the "Loan Agreement"), providing, subject to the
terms and conditions thereof, for loans to be made by said Lenders to the
Borrower; and
WHEREAS, the Reservoir Lenders have agreed to lend to the
Borrower additional monies contemporaneously with the execution of this
Amendment.
NOW, THEREFORE, for good and valuable consideration, the
receipt and sufficiency of which is hereby mutually acknowledged, the parties
hereto desire to modify and amend the Loan Agreement pursuant to the terms
hereof, as follows:
Section 1. Definitions. Except as otherwise defined in this
Amendment, 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. Loans. Contemporaneously herewith, the Reservoir
Lenders will lend to the Borrower an additional $500,000 as a Term Loan (the
"Additional Reservoir Lendings"), which Additional Reservoir Lendings shall be
evidenced by two promissory notes in or substantially in the form required under
the Loan Agreement. The borrowings contemplated by this Amendment shall not
constitute additional warranties or representations regarding the Obligors or
any fact or circumstance whatsoever, except that the warranties and
representations made in Section 4.01, 4.02 and 4.03 of the Loan Agreement are
hereby incorporated by reference and made as of the date hereof (and the term
"Transactions" therein shall include, without limitation, the transactions
contemplated by this Amendment), it being understood that the Borrower is not in
good corporate standing with the State of Delaware, Secretary of State.
Section 3. Payments.
(a) Notwithstanding any provision of the Loan Agreement to the
contrary, all payments on Loans after the date hereof (including payments made
under the Security Agreement) shall be made to the Administrative Agent for the
account of the Lenders and shall be allocated as follows:
(i) all payments, until such time as Reservoir
shall have been repaid the Additional Reservoir Lendings, together with
accrued, but unpaid interest thereon arising after the date of this
Amendment, shall be paid over promptly to Reservoir;
(ii) thereafter, all payments, until such time as
Reservoir shall have been repaid an additional $4,016,000 of the Loans,
together with accrued, but unpaid interest thereon arising after
December 30, 2002, shall be paid over promptly to the Reservoir
Lenders;
(iii) thereafter, all payments, until such time as
an additional $9,000,000 of the Loans, together with accrued but unpaid
interest thereon arising after December 30, 2002, and $500,000 of the
Katzman Fee, together with accrued deemed interest thereon, shall have
been paid over to the Lenders and Katzman, 57.89% of such monies shall
be paid to the Reservoir Lenders, 5.26% shall be paid to Katzman and
36.84% shall be paid over to Scholar; and
(iv) thereafter, all payments, until such time as
an additional $500,000 of the Loans, together with accrued, but unpaid
interest thereon arising after December 30, 2002, and an additional
$500,000 of the Katzman Fee together with accrued deemed interest
thereon, shall have been paid to Katzman and the Reservoir Lenders 50%
of such monies shall be paid to Katzman and 50% shall be paid to the
Reservoir Lenders.
(b) In paragraph (c) of the letter dated December 30, 2002
from the Borrower to the Lenders relating to disposition of proceeds from
certain asset sales, the number "$8,000,000" shall be replaced by "$8,500,000".
Section 4. Conditions Precedent. This Amendment shall become
effective as of the date hereof upon the receipt by the Administrative Agent of
counterparts of this Amendment executed by each of the parties hereto.
Section 5. Ratification. Except as amended, modified or waived
hereby, the Loan Agreement and the Loan Documents remain in full force and
effect and are hereby ratified and affirmed by the Borrower and each Subsidiary
Guarantor. Except as amended hereby, the Loan Agreement, including without
limitation the Guarantees, shall remain in full force and effect and bind and
inure to the benefit of the parties thereto and are hereby ratified and
confirmed.
Section 6. Miscellaneous. 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 laws of the State of New York. To the
extent that any of the Loan Documents, any of the Warrant Documents refers to
the Loan Agreement, such reference shall mean the Loan Agreement as amended
hereby.
[Signature pages follow.]
IN WITNESS WHEREOF, the parties hereto have caused this
Amendment 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.
----------------------------
Name: Raymond V. Sozzi, Jr.
Title: President
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
U-WIRE, INC.
By: /s/ Raymond V. Sozzi, Jr.
----------------------------
Name: Raymond V. Sozzi, Jr.
Title: Chairman
KATZMAN
By: /s/ John Katzman
----------------------------
Name: John Katzman
LENDERS
SCHOLAR, INC.
By: /s/ Raymond V. Sozzi, Jr.
----------------------------
Name: Raymond V. Sozzi, Jr.
Title: President
RESERVOIR CAPITAL PARTNERS, L.P.,
individually and as Administrative
Agent
By: Reservoir Capital Group, L.L.C.,
General Partner
By: /s/ Gregg Zeitlin
-----------------------
Name: Gregg Zeitlin
Title: Managing Director
RESERVOIR CAPITAL ASSOCIATES L.P.
By: Reservoir Capital Group, L.L.C.,
General Partner
By: /s/ Gregg Zeitlin
-----------------------
Name: Gregg Zeitlin
Title: Managing Director
RESERVOIR CAPITAL MASTER FUND L.P.
By: Reservoir Capital Group, L.L.C.,
General Partner
By: /s/ Gregg Zeitlin
-----------------------
Name: Gregg Zeitlin
Title: Managing Director