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Exhibit 10.162
FOURTH AMENDMENT
TO ASSIGNMENT AND ASSUMPTION AGREEMENT
This Fourth 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 and the Third Amendment to
Assignment Assumption Agreement dated as of August 20, 1997 (the "Third
Amendment") 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 the stock of Preferred Equities Corporation (and any distributions in
respect thereto) pursuant to a Pledge and Security Agreement dated as of
February 1, 1998 (the "Pledge Agreement") between the Assignee and the
Assignors; and
WHEREAS, interest on the Subordinated Debt has been paid through September
1, 1998; and
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WHEREAS, under the terms of the Assignment a payment in the amount of
$1,428,571.43, plus accrued interest at the Agreed Rate of 10% per annum, is
due on March 1, 1999; and
WHEREAS, the Assignee has requested that the Assignor defer the principal
portion of the amount due on March 1, 1999 to June 1, 1999, which is acceptable
to the Assignors;
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. That the principal payment due on March 1, 1999 on the Subordinated
Debt in the amount of $1,428,571.43 is hereby deferred until June 1, 1999,
provided that the interest due on the Subordinated Debt from September 1, 1998
until March 1, 1999 at the Agreed Rate of 10% per annum is paid on March 1,
1999 by the Assignee to the Assignors.
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 remain in full force and effect.
5. It is agreed that this Amendment may be signed in counterparts, and
all such counterparts in the aggregate shall constitute one agreement.
IN WITNESS WHEREOF, the parties hereto have duly executed this Amendment
as of February 26, 1999.
MEGO FINANCIAL CORP.
By:
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Xxxxxx X. Xxxxx, President
RER CORP.
By:
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Title:
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COMAY CORP
By:__________________________________
Title:
GROWTH REALTY INC.
By:___________________________________
Title:
H&H FINANCIAL, INC.
By:___________________________________
Title:
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