Attached files
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| EX-10.33 - CASPIAN SERVICES INC | ex10338k082310.htm |
| EX-10.32 - CASPIAN SERVICES INC | ex10328k082310.htm |
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of
Report (date of earliest event reported): August 23, 2010
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CASPIAN SERVICES, INC.
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(Exact
Name of Registrant as Specified in its Charter)
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Nevada
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000-33215
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87-0617371
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(State
or other jurisdiction of incorporation)
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Commission
File
Number)
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(IRS
Employer
Identification
Number)
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257 East 200 South, Suite 490, Salt Lake City,
Utah
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(Address
of principal executive offices)
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84101
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(Zip
code)
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(801) 746-3700
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(Registrant’s
telephone number, including area code)
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N/A
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(Former
name of former address, if changed since last
report.)
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Check the
appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions:
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[
]
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
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[
]
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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[
]
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
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[
]
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
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Item
1.01 Entry into a Material Definitive Agreement.
Caspian Services, Inc. (the “Company”)
entered into respective Facility agreements with Altima Central Asia (Master)
Fund Ltd., (“Altima”) on June 20, 2008 and Great Circle Energy Services, L.L.C.
(“Great Circle”) on September 3, 2008. Pursuant to the Facility
agreements Altima and Great Circle each loaned the Company
$15,000,000. At June 30, 2010 the outstanding loan balance and
accrued interest of the Altima loan and the Great Circle loan were approximately
$19,154,000 and $18,622,000, respectively.
Each Facility agreement contains
certain financial covenants. The violation of these financial
covenants can constitute an event of default under each Facility
agreement. Pursuant to the terms of the Facility agreements, upon the
occurrence of an event of default the lender has certain remedies available to
it, including the acceleration of the loan balance, which would allow the lender
to call the loan immediately due and payable or payable on demand.
At the end of July 2010 the Company
received written notice from Altima that it believed the Company was in
violation of at least two of the financial covenants of the Altima Facility
agreement. The Company has also been verbally notified by Great
Circle that it believes the Company is in violation of some of the financial
covenants of the Great Circle Facility agreement.
On August 23, 2010 the Company entered
into Conditional Forbearance Agreements (the “Forbearance Agreements”) with each
of Altima and Great Circle. Pursuant to the Forbearance Agreements,
Altima and Great Circle have individually agreed to conditionally forbear
exercising any remedies available to them under the Facility agreements until
the earliest of:
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·
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the
occurrence or existence of any event of default not covered in the
Forbearance Agreement;
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·
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Altima
or Great Circle determines that negotiations for agreeing on the terms of
a longer-term conditional forbearance or comprehensive restructuring plan
are not being carried out in good faith by the Company which includes
providing to Altima and Great
Circle:
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i)
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by
September 13, 2010 a comprehensive strategic restructuring plan, as
described in more detail in the Forbearance Agreements;
and
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ii)
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by
September 20, 2010, conducting a meeting to review the strategic
restructuring plan with Altima, Great Circle or its advisor and the
European Bank for Reconstruction and Development
(“EBRD”);
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·
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the
date on which any other lender or creditor of the Company declares a
default under its lending or credit agreement and declares such debt
obligation of the Company immediately due and
payable;
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·
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the
date on which the Company, or any of it subsidiaries, without
the prior written consent of Altima and Great
Circle:
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2
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i)
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agrees
to sell, transfer or dispose of any material asset (excluding
receivables);
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ii)
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agrees
to sell, transfer or dispose of receivables with a face value in excess of
$100,000; or
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iii)
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incurs,
any capital expenditures in excess of
$100,000;
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·
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the
Company takes any action whatsoever which adversely impacts or is intended
to adversely impact the Company, or any of its subsidiaries;
and
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·
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September
22, 2010
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The Company has covenanted to
immediately notify Altima and Great Circle of the occurrence of any of event
that would violate the above conditions.
The Forbearance Agreements do not waive
the existing events of default. From and after the termination or
expiration of the Forbearance Agreements, and without notice, Altima or Great
Circle may, at any time, exercise any remedies available to them as they deem
appropriate.
The foregoing description of the
Forbearance Agreements in this Current Report is a summary only of those
documents and is qualified in its entirety by reference to the full text of the
Forbearance Agreements, which are attached as Exhibits 10.32 and 10.33 to this
Current Report on Form 8-K.
Item
9.01 Financial Statements and Exhibits
(d) Exhibits
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Exhibit
10.32
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Conditional
Forbearance Agreement, dated August 23, 2010, between Altima Central Asia
Master Fund Ltd. and Caspian Services, Inc.
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Exhibit
10.33
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Conditional
Forbearance Agreement, dated August 23, 2010, between Great Circle Energy
Services, L.L.C. and Caspian Services,
Inc.
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3
SIGNATURE
Pursuant to the requirements of the
Securities Exchange Act of 1934, the registrant has duly caused this report to
be signed on its behalf by the undersigned hereunto duly
authorized.
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CASPIAN
SERVICES, INC.
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Date:
August 26, 2010
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By:
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/s/
Alexey Kotov
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Alexey
Kotov
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Chief
Executive Officer
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