Victory Energy Corporation (OTCMKTS:PTVRF) Files An 8-K Entry into a Material Definitive Agreement
Item 1.01 Entry Into A Material Definitive Agreement.
On December 5, 2016, Aurora Energy Partners (“Aurora”), a
partnership of which Victory Energy Corporation (the “Company”)
is the managing partner and owner of 50% of the outstanding
partnership interests, entered into a Forbearance Agreement (the
Forbearance Agreement) to the Credit Agreement, dated as of
February 20, 2014 (as amended, supplemented, amended and restated
or otherwise modified from time to time, the Credit Agreement),
by and between Aurora and Texas Capital Bank, National
Association (the Lender). Loans made to Aurora under the Credit
Agreement are fully guaranteed by the Company and Navitus Energy
Group (Navitus and collectively with the Company, the
Guarantors). Capitalized terms used but not otherwise defined
herein shall have the meaning given to them in the Credit
Agreement.
partnership of which Victory Energy Corporation (the “Company”)
is the managing partner and owner of 50% of the outstanding
partnership interests, entered into a Forbearance Agreement (the
Forbearance Agreement) to the Credit Agreement, dated as of
February 20, 2014 (as amended, supplemented, amended and restated
or otherwise modified from time to time, the Credit Agreement),
by and between Aurora and Texas Capital Bank, National
Association (the Lender). Loans made to Aurora under the Credit
Agreement are fully guaranteed by the Company and Navitus Energy
Group (Navitus and collectively with the Company, the
Guarantors). Capitalized terms used but not otherwise defined
herein shall have the meaning given to them in the Credit
Agreement.
to the Forbearance Agreement, the Lender has agreed to forbear
from exercising any of its rights and remedies under the Credit
Agreement until February 20, 2017 (the Forbearance Period) with
respect to the following existing events of default under the
Credit Agreement (collectively, the Existing Events of Default):
(i) the failure by Aurora to pay accrued interest required under
Section 2.7(a) of the Credit Agreement on June 1, 2015, July 1,
2015, and August 1, 2015, (ii) the failure by Aurora to make the
payments required under Section 2.9(e) of the Credit Agreement on
or before June 1, 2015, July 1, 2015, August 1, 2015, September
1, 2015, October 1, 2015, November 1, 2015, December 1, 2015,
January 1, 2016, February 1, 2016, March 1, 2016, April 1, 2016,
May 1, 2016, June 1, 2016, July 1, 2016, August 1, 2016,
September 1, 2016, October 1, 2016, November 1, 2016 and December
1, 2016, (iii) the failure by Aurora to pay the $360,000
deficiency amount to the Lender in full as set forth in that
certain deficiency notice letter from the Lender to Aurora dated
as of April 13, 2015, (iv) the failure by Aurora to deliver the
annual financial statements of the Company and its subsidiaries
and related compliance certificate for the fiscal year ended
December 31, 2015, as required under Sections 7.1(a) and (c) of
the Credit Agreement, (v) the failure by Aurora to deliver the
quarterly financial statements of the Company and its
subsidiaries and related compliance certificate for the fiscal
quarters ended March 31, 2015, June 30, 2015, and December 31,
2015, as required under Sections 7.1(b) and (c) of the Credit
Agreement, (vi) the failure by Aurora to deliver the quarterly
financial statements of Navitus and its subsidiaries for the
fiscal quarter ended March 31, 2015, as required under Sections
7.1(t) of the Credit Agreement, (vii) the failure by Aurora to
maintain a ratio of EBITDAX to Cash Interest Expense of at least
3.50 to 1.00 for the Test Periods ended March 31, 2015, June 30,
2015, September 30, 2015, December 31, 2015, March 31, 2016, June
30, 2016 and September 30, 2016, as required under Section 9.1 of
the Credit Agreement and (viii) the failure by Aurora to maintain
a Current Ratio of at least 1.00 to 1.00 for the fiscal quarters
ended June 30, 2015, September 30, 2015, December 31, 2015, March
31, 2016, June 30, 2016 and September 30, 2016, as required under
Section 9.2 of the Credit Agreement.
from exercising any of its rights and remedies under the Credit
Agreement until February 20, 2017 (the Forbearance Period) with
respect to the following existing events of default under the
Credit Agreement (collectively, the Existing Events of Default):
(i) the failure by Aurora to pay accrued interest required under
Section 2.7(a) of the Credit Agreement on June 1, 2015, July 1,
2015, and August 1, 2015, (ii) the failure by Aurora to make the
payments required under Section 2.9(e) of the Credit Agreement on
or before June 1, 2015, July 1, 2015, August 1, 2015, September
1, 2015, October 1, 2015, November 1, 2015, December 1, 2015,
January 1, 2016, February 1, 2016, March 1, 2016, April 1, 2016,
May 1, 2016, June 1, 2016, July 1, 2016, August 1, 2016,
September 1, 2016, October 1, 2016, November 1, 2016 and December
1, 2016, (iii) the failure by Aurora to pay the $360,000
deficiency amount to the Lender in full as set forth in that
certain deficiency notice letter from the Lender to Aurora dated
as of April 13, 2015, (iv) the failure by Aurora to deliver the
annual financial statements of the Company and its subsidiaries
and related compliance certificate for the fiscal year ended
December 31, 2015, as required under Sections 7.1(a) and (c) of
the Credit Agreement, (v) the failure by Aurora to deliver the
quarterly financial statements of the Company and its
subsidiaries and related compliance certificate for the fiscal
quarters ended March 31, 2015, June 30, 2015, and December 31,
2015, as required under Sections 7.1(b) and (c) of the Credit
Agreement, (vi) the failure by Aurora to deliver the quarterly
financial statements of Navitus and its subsidiaries for the
fiscal quarter ended March 31, 2015, as required under Sections
7.1(t) of the Credit Agreement, (vii) the failure by Aurora to
maintain a ratio of EBITDAX to Cash Interest Expense of at least
3.50 to 1.00 for the Test Periods ended March 31, 2015, June 30,
2015, September 30, 2015, December 31, 2015, March 31, 2016, June
30, 2016 and September 30, 2016, as required under Section 9.1 of
the Credit Agreement and (viii) the failure by Aurora to maintain
a Current Ratio of at least 1.00 to 1.00 for the fiscal quarters
ended June 30, 2015, September 30, 2015, December 31, 2015, March
31, 2016, June 30, 2016 and September 30, 2016, as required under
Section 9.2 of the Credit Agreement.
The Forbearance Period will end on the first to occur of the
following: (i) the expiration of the Forbearance Period on
February 20, 2017, (ii) a breach by Aurora or any Guarantor of
any of the conditions, covenants, representations and/or
warranties set forth in the Forbearance Agreement, (iii) the
occurrence of any new event of default under the Credit
Agreement, (iv) the occurrence or threat of the occurrence of any
enforcement action against Aurora or any Guarantor by any of
their creditors which, in Lenders reasonable judgment, would
materially interfere with the operation of Auroras or the
Guarantors business or the Lenders ability to collect on the
obligations due under the Credit Agreement, (v) the institution
of any bankruptcy proceeding relating to Aurora or any Guarantor,
or (vi) the initiation by Aurora or any Guarantor of any
judicial, administrative or arbitration proceedings against the
Lender.
following: (i) the expiration of the Forbearance Period on
February 20, 2017, (ii) a breach by Aurora or any Guarantor of
any of the conditions, covenants, representations and/or
warranties set forth in the Forbearance Agreement, (iii) the
occurrence of any new event of default under the Credit
Agreement, (iv) the occurrence or threat of the occurrence of any
enforcement action against Aurora or any Guarantor by any of
their creditors which, in Lenders reasonable judgment, would
materially interfere with the operation of Auroras or the
Guarantors business or the Lenders ability to collect on the
obligations due under the Credit Agreement, (v) the institution
of any bankruptcy proceeding relating to Aurora or any Guarantor,
or (vi) the initiation by Aurora or any Guarantor of any
judicial, administrative or arbitration proceedings against the
Lender.
The Lenders agreement to forbear from exercising its rights and
remedies as a result of the Existing Events of Default is
subject to and conditioned upon the following: (i) the payment
by Aurora to the
remedies as a result of the Existing Events of Default is
subject to and conditioned upon the following: (i) the payment
by Aurora to the
Lender of at least $20,000 on or before the last business day
of each calendar week occurring hereafter and (ii) the delivery
by Aurora of such other documents, instruments and certificates
as reasonably requested by Lender.
of each calendar week occurring hereafter and (ii) the delivery
by Aurora of such other documents, instruments and certificates
as reasonably requested by Lender.
The foregoing description of the Forbearance Agreement is a
summary only and is qualified in its entirety by reference to
the complete text of the Forbearance Agreement, a copy of which
is attached as Exhibit 10.1 to this Current Report on Form 8-K
and incorporated herein by reference.
summary only and is qualified in its entirety by reference to
the complete text of the Forbearance Agreement, a copy of which
is attached as Exhibit 10.1 to this Current Report on Form 8-K
and incorporated herein by reference.
Item 2.03. Creation of a Direct Financial Obligation or an
Obligation under an Off-Balance Sheet Arrangement of a
Registrant.
Obligation under an Off-Balance Sheet Arrangement of a
Registrant.
The information set forth under Item 1.01 concerning the
Forbearance Agreement is hereby incorporated into this Item
2.03 by reference.
Forbearance Agreement is hereby incorporated into this Item
2.03 by reference.
.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
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Exhibit No.
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Description
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10.1
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Forbearance Agreement, dated December 2, 2016, to the
Credit Agreement, dated as of February 20, 2014, by and between Aurora Energy Partners and Texas Capital Bank, National Association |
About Victory Energy Corporation (OTCMKTS:PTVRF)
Victory Energy Corporation (OTCMKTS:PTVRF) Recent Trading Information
Victory Energy Corporation (OTCMKTS:PTVRF) closed its last trading session 00.00000 at 0.00000 with shares trading hands.
