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, (i) 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
and
(ii) 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.
On
November 21, 2008, the Company and DZ Bank agreed to extend such waiver for
the
tangible net worth and liquidity ratio covenants through December 31,
2008.
On
November 21, 2008, the Company also entered into Amendment agreements (each
an
“Amendment” and together, the “Amendments”) with each of Raza Khan and Vishal
Garg, the Company’s co-presidents. Such Amendments amended the employment
agreements, dated as of April 1, 2004, by and between Mr. Khan or Mr. Garg,
as
applicable, and the Company, as successor-in-interest to iempower, inc.,
as
amended by those Waiver and Amendments dated September 29, 2008, as further
amended by those Amendments dated October 17, 2008, as further amended by
those
Waiver and Amendments dated October 31, 2008, as further amended by those
Amendments dated November 5, 2008 (the “Employment Agreements”).
The
Amendments amended the Employment Agreements to extend the deadline by which
the
Company or Messrs. Khan or Garg may provide notice of their intention not
to
renew the Employment Agreements for an additional five years from November
21,
2008 to December 2, 2008.
The
foregoing description of the Amendments is qualified in its entirety by
reference to the Amendments, which will be attached as exhibits to the Company's
quarterly report on Form 10-Q for the quarterly period ended December 31,
2008
which the Company intends to file in February 2009.
