EXHIBIT 10.234
THIRTEENTH AMENDMENT
TO ASSIGNMENT AND ASSUMPTION AGREEMENT
This Thirteenth 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, and Twelfth 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 and February 15, 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, and (iii) $35,714.28 was paid
on September 1, 1998, leaving a remaining balance of the Subordinated Debt of
$4,285,714.29; 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
WHEREAS, interest on the Subordinated Debt has been paid through March 1,
1
2001; and
WHEREAS, under the terms of the Assignment, all of the principal in the
amount of $4,285,714.29 will be due and payable on July 1, 2001; and
WHEREAS, the Assignee has requested that the Assignors further defer the
payment of principal of the Subordinated Debt payable on July 1, 2001, in the
total amount of $4,285,714.29, to December 1, 2001.
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 payments previously deferred to July 1, 2001, totaling in the
aggregate $4,285,714.29, and hereby deferred to December 1, 2001.
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
June 29, 2001.
MEGO FINANCIAL CORP. H&H Financial, Inc
By: /s/ Xxxxxx X. Xxxxx By: /s/ Xxxxxxx Xxxxxx
-------------------------- -------------------------
Xxxxxx X. Xxxxx, President Title: President
RER CORP. Growth Realty Inc.
By: /s/ Xxxxxx Xxxxxxxxxxx By: /s/ Xxxxxx Xxxxxxxx
-------------------------- -------------------------
Title: President Title: C.E.O.
Comay Corp
By: /s/ Xxxxxx X. Xxxxx
--------------------------
Title: President
2
