Exhibit 10.236
AMENDED AND RESTATED FOURTEENTH AMENDMENT
TO ASSIGNMENT AND ASSUMPTION AGREEMENT
This Amended and Restated Fourteenth Amendment (the "Amendment") to Assignment
and Assumption Agreement, by and between RER Corp., COMAY Corp., GROWTH REALTY
INC. and H&H FINANCIAL, INC. (the "Assignors") and MEGO FINANCIAL CORP.,
formerly named Mego Corp., (the "Assignee")
WITNESSETH:
WHEREAS, the Assignors are parties to the Assignment Agreement dated October 25,
1987, with the Assignee, and the Assignment and Assumption Agreement, dated
February 1, 1988, between the Assignors and the Assignee, which two agreements
were amended by the Amendment to Assignment and Assumption Agreement dated July
29, 1988 and by the Second Amendment to Assignment and Assumption Agreement
dated as of March 2, 1995, the Third Amendment to Assignment and Assumption
Agreement dated as of August 20, 1997 and the Fourth, Fifth, Sixth, Seventh,
Eighth, Ninth, Tenth, Eleventh, Twelfth and Thirteenth amendments to Assignment
and Assumption Agreement dated as of February 26, 1999, May 28, 1999, August 9,
1999, November 20, 1999, January 31, 2000, April 30, 2000, August 31, 2000,
November 15, 2000, February 15, 2001 and June 29, 2001 respectively, between the
Assignors and the Assignee (collectively, the described agreements as so amended
are hereinafter referred to as the "Assignment"); and
WHEREAS, the Assignment fixed the date of January 31, 1995 as the date on
which the accrual of amounts due to the Assignors under the Assignment would
terminate, except for interest on any of such amounts which remained unpaid; and
WHEREAS, the amount due the Assignors as of January 31, 1995 was
$13,328,742.25, plus interest from January 28, 1995, in the amount of $9,322.57,
collectively, and with interest from January 31, 1995 to March 2, 1995 (the
"Amount Due"); and
WHEREAS, $10,000,000 of the Amount Due was agreed to be considered
subordinated debt (the "Subordinated Debt"), against which payments were made as
follows: (i) $1,428,571.43 was paid on March 1, 1997 as scheduled, (ii)
$4,250,000 was deemed paid by credit against the exercise price of certain
warrants as is set forth in the Third Amendment, (iii) $35, 714.28 was paid on
September 1, 1998 and (iv) $75,000.00 was paid on May 1, 2001, leaving a
remaining balance of the Subordinated Debt of $4,210,714.29; and
WHEREAS, the balance of the Subordinated Debt continues to be secured by a
pledge of all of the issued and outstanding common stock of Preferred Equities
Corporation (and any distributions in respect thereto) pursuant to a Pledge and
Security Agreement dated as of February 1, 1988 (the "Pledge Agreement") between
the Assignee and the Assignors; and
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WHEREAS, interest on the Subordinated Debt has been paid through March 1,
2001; and
WHEREAS, on November 1, 2001, the Assignors entered into a Fourteenth
Amendment which, among other things, deferred the payment of the Subordinated
Debt from December 1, 2001 to February 1, 2002; and
WHEREAS, the Assignees and Assignors have determined that the principal
amount as stated in the Fourteenth Amendment as $4,285,714.29 should have been
stated as and is agreed to be $4,210,714.29; and
WHEREAS, the Assignee has requested that the Assignors further defer the
payment of principal of the Subordinated Debt payable on December 1, 2001, in
the total amount of $4,210,714.29, and interest due on said date to March 1,
2002; and
WHEREAS, in order to correct the error in the Fourteenth Amendment and to
extend the maturity date of the Subordinated Debt to March 1, 2002, the Assignee
and Assignors desire to enter into this Amendment.
NOW THEREFORE, in consideration of the mutual covenants herein contained it
is hereby agreed as follows:
1. The statements in the foregoing preamble are true and correct.
2. The payment previously deferred to December 1, 2001, totaling in the
aggregate $4,210,714.29, and all interest due and payable thereon is hereby
deferred to March 1, 2002.
3. The Assignee and Assignors agree that all amounts due to Assignors
pursuant to the Assignment as amended by this Amendment shall continue to be
secured as set forth in the Pledge Agreement and that the Pledge Agreement
remains in full force and effect.
4. The Assignee and Assignors agree that this Amendment is an amendment
to the Assignment and not a novation, and that except as modified hereby, all
terms and conditions of the Assignment, including but not limited to provisions
with respect to the payment of interest and acceleration of the entire balance
of principal and interest if any payment is not made within 30 days of its due
date, shall remain in full force and effect.
5. It is agreed that this Amendment may be signed in counterparts.
IN WITNESS WHEREOF, the parties have duly executed this Amendment as of
November 15, 2001.
MEGO FINANCIAL CORP. H&H Financial, Inc
_________________________ ________________________
By: Xxx X. Xxxxxx, Vice President By: Xxxxxxx Xxxxxx, President
& General Counsel
RER CORP. Growth Realty Inc
____________________________ ________________________
By: Xxxxxx Xxxxxxxxxxx, President By: Xxxxxx Xxxxxxxx, C.E.O.
Comay Corp
____________________
By: Xxxxxx X. Xxxxx, President
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