Item
1.01
Entry into a Material
Definitive Agreement
As
previously disclosed, on January 9, 2009, MRU Holdings, Inc. (the “Company”)
entered into a Fourth Amendment agreement (the “Fourth Amendment”) with respect
to its 12% senior secured notes (the “Senior Secured Notes”). The Fourth
Amendment was made by and among the Company; Embark Corp. (“Embark”), Embark
Online, Inc. (“Embark Online”), Goto College Holdings Inc. (“Goto College”),
iempower, inc. (“iempower”), MRU Originations, Inc. (“MRU Originations”), and
MRU Universal Guaranty Agency, Inc. (“MRU Universal”; Embark, Embark Online,
Goto College, iempower, MRU Originations and MRU Universal, collectively, the
“Subsidiaries”), 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 (“Viking”), a California limited liability company, in its
capacity as collateral agent for the benefit of Buyer (in such capacity, the
“Collateral Agent”).
Among
other things, the Fourth Amendment amended certain provisions of the
Purchase Agreement including the covenant with respect to the amount of the
Company’s indebtedness as it relates to payables. The covenant was
amended to extend the date by which the Company’s receivables must decrease to
$5,000,000 until January 21, 2009 (“Accounts Payable Decrease
Date”).
On
January 21, 2009, the parties agreed to extend the Accounts Payable Decrease
Date until January 22, 2009 and, on January 23, 2008 the parties further agreed
to extend the Accounts Payable Decrease Date until January 28, 2009, in each
case subject to all the other same terms and conditions as set forth in the
Fourth Amendment.
Item
5.02
Departure of
Directors or Certain Officers; Election of Directors; Appointment of Certain
Officers; Compensatory Arrangements of Certain Officers.
(e) As
previously reported, on January 8, 2009, the Company agreed with each of Raza
Khan and Vishal Garg, the Company’s co-presidents, 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 (as defined below) for an additional five
years (the “Notice Deadline”) pursuant to Amendment agreements (each an
“Amendment” and together, the “Amendments”) with each of Messrs. Khan and
Garg. These agreements 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 (the “Employment
Agreements”) to extend the Notice Deadline from January 8, 2009 until January
21, 2009.
On
January 21, 2009 the Employment Agreements were further amended to
extend the Notice Deadline until the later of (i) the Accounts Payable Decrease
Date (as defined in Item 1.01 above, which such definition is incorporated
herein by reference) and (ii) February 4, 2009.