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EXHIBIT 10.21
AMENDMENT
AMENDMENT (this "Amendment") dated February 1, 1996 to Master Loan Purchase and
Servicing Agreement between Greenwich Capital Financial Products, Inc. (the
"Purchaser") and Mego Mortgage Corp. (the "Seller") dated as of April 1, 1995
(the "Master Agreement"). Unless the context otherwise clearly requires,
capitalized terms used herein and not otherwise defined herein shall have the
respective meanings assigned such terms in the Master Agreement.
WHEREAS, the Purchaser has purchased Loans from the Seller under the Master
Agreement and has executed a Pricing Letter (the "Pricing Letter") dated January
25, 1996 to purchase additional Loans;
WHEREAS, the Seller is obligated to provide certain financial statements to the
Purchaser pursuant to Section 18 of the Master Agreement;
WHEREAS, the Seller expects to be able to provide such financial statements by
February 29, 1996; and
WHEREAS, to induce the Purchaser to purchase additional Loans under the Pricing
Letter without such financial statements, the Seller has agreed to enter into
this Amendment;
NOW THEREFORE, the Purchaser and Seller hereby agree to amend the Master
Agreement as herein provided.
1. The following clause is hereby added to Section 14.01 of the Master
Agreement:
"(ix) the Seller shall fail to deliver to the Purchaser by February 29, 1996
consolidated audited financial statements of Mego Financial Corp. for fiscal
year 1995."
2. The following shall be added at the end of the penultimate paragraph of
Section 14.01 of the Master Agreement:
(Notwithstanding the foregoing, the Purchaser may in its discretion, in lieu of
terminating the Seller's servicing rights hereunder as a result of an Event of
Default described in Section 14.01 (ix), effect a Whole Loan Transfer or a
Pass-Through Transfer (exclusive of the Seller's Excess Yield) of any or all of
the Loans then held by the Purchaser pursuant to this Agreement on a servicing
released basis
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(the "Released Loans'7). Upon such disposition, the Seller shall have no
servicing rights with respect to the Released Loans but shall continue to be
obligated hereunder to service all other Loans other than the Released Loans The
Seller shall cooperate and assist in the transfer of servicing of Released Loans
to the same extent provided herein for the termination of all the Seller's
servicing rights hereunder. No compensation shall be due the Seller in respect
of any such transfer of the servicing fights of Released Loans."
3. In all other respects the Master Agreement and the Pricing Letter shall
remain in 'till force and effect
4. The Seller hereby represents to the Purchaser as of the date hereof that:
(a) The Seller believes in good faith that audited financial statements of Mego
Financial Corp. will be released to the public by February 29, 1996;
(b) Following the Purchaser's purchase of the additional Loans pursuant to the
Pricing Letter, the Warehousing Credit and Security Agreement (the "Warehouse
Agreement") between the Seller and The First National Bank of Boston will be in
full force and effect and the warehouse line available to the Seller under the
warehouse Agreement will be increased by 90% of the principal amount of Loans
purchased by the Purchaser pursuant to the Pricing Letter which immediately
prior to such purchase were pledged under the Warehouse Agreement;
(c) The Seller has no present intention to file a petition in bankruptcy with
respect to the Seller and no such action is presently contemplated. To the best
of the Seller's knowledge, Mego Financial Corp. has no such intention with
respect to itself or the Seller and no such action is presently contemplated by
Mego Financial Corp.; and
(d) The Seller has no reason to believe that a material adverse change will
occur in the condition (financial or otherwise) of the Seller or Mego Financial
Corp. between the date hereof and February 29, 1996.
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IN WITNESS WHEREOF, the Purchaser and the Seller have caused this Amendment to
be executed by their duly authorized representatives:
GREENWICH CAPITAL FINANCIAL
PRODUCTS, INC.
By:
Name: Xxx X. Xxxxxx
Title: Senior Vice President
MEGO MORTGAGE CORPORATION
By:
Name: Xxxxx X. Xxxxxx
Title: Executive Vice President