DZ
Facility Waiver Extension
As
previously reported, on September 17, 2008, Education Empowerment SPV, LLC,
a
Delaware limited liability company and an affiliate of the MRU Holdings,
Inc.
(the “Company”), as borrower, entered into the Third Amendment and Restatement
of the Receivables Loan and Security Agreement, dated as of April 11, 2007
(the
“Third Amendment”), with Autobahn Funding Company LLC, as the lender, DZ Bank AG
Deutsche Zentral-Genossenschaftsbank, Frankfurt am Main (“DZ Bank”), as agent
for the lender, and Lyon Financial Services, Inc. (d/b/a U.S. Bank Portfolio
Services), as the backup servicer, pursuant to which DZ Bank provides the
Company and its affiliate with a $200 million total commitment warehouse
loan
facility (the “DZ Facility”). Among other things, the Third Amendment, along
with amendments to certain ancillary documents, amended the DZ Facility to
waive
through October 31, 2008 the tangible net worth and liquidity ratio covenants
with respect to the Company, as the Company would be in violation of these
covenants absent such waiver. In addition, as previously disclosed, on October
31, 2008, the Company and DZ Bank agreed to extend such waiver for the tangible
net worth and liquidity ratio covenants through November 15, 2008.
On
November 14, 2008, the Company and DZ Bank agreed to extend such waiver for
the
tangible net worth and liquidity ratio covenants through November 21,
2008.
Senior
Secured Notes Waiver Extension
As
previously disclosed, on October 17, 2008, MRU Holdings, Inc. (the “Company”)
entered into a Second Amendment agreement (the “Senior Secured Notes Amendment”)
with respect to its 12% senior secured notes (the “Senior Secured Notes”). The
Senior Secured Notes Amendment was made by and among the Company; Embark
Corp.,
Embark Online, Inc., Goto College Holdings Inc., iempower, inc., MRU
Originations, Inc., and MRU Universal Guaranty Agency, Inc., each of which
is a
subsidiary of the Company; Longview Marquis Master Fund, L.P., a British
Virgin
Islands limited partnership (including as successor to The Longview Fund,
L.P.,
a California limited partnership, under the Purchase Agreement (as defined
below), “Buyer”); and Viking Asset Management, LLC, a California limited
liability company, in its capacity as collateral agent for the benefit of
Buyer.
Among other things, the Senior Secured Notes Amendment amended and temporarily
waived certain provisions of the Securities Purchase Agreement, dated October
19, 2007, between the Company and the Buyer, as amended by that certain Waiver
and First Amendment dated as of September 12, 2008 (the “Purchase Agreement”).
The Senior Secured Notes Amendment waived until November 3, 2008 the covenant
with respect to the amount of the Company’s indebtedness as it relates to
payables. The covenant had been amended to require payables not to exceed
$11
million on or prior to November 3, 2008 and $5 million after November 3,
2008.
In addition, as previously disclosed, (i) on November 3, 2008, the Company
and
the Buyer agreed to extend the November 3 deadlines set forth in the Senior
Secured Notes Amendment until November 10, 2008, subject to all the other
terms
and conditions set forth in the Senior Secured Notes Amendment, (ii) on November
10, 2008, the Company and the Buyer agreed to extend the November 10 deadlines
until November 12, 2008, subject to all the other terms and conditions set
forth
in the Senior Secured Notes Amendment, (iii) on November 12, 2008, the Company
and the Buyer agreed to extend the November 12 deadlines until November 13,
2008, subject to all the other terms and conditions set forth in the Senior
Secured Notes Amendment and (iv) on November 13, 2008, the Company and the
Buyer
agreed to extend the November 13 deadlines until November 14, 2008, subject
to
all the other terms and conditions set forth in the Senior Secured Notes
Amendment.
On
November 15, 2008, the Company and the Buyer agreed to extend the November
14
deadlines until November 17, 2008, subject to all the other terms and conditions
set forth in the Senior Secured Notes Amendment.