ANNEX 1
EXECUTION COPY
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AMENDMENT NO. 1 TO STOCK PURCHASE AGREEMENT
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AMENDMENT NO. 1 TO STOCK PURCHASE AGREEMENT
("Amendment") dated as of June 14, 1995 between DVI, INC. (formerly
known as DVI HEALTH SERVICES CORPORATION), a Delaware corporation
("Buyer"), and MEFC PARTNERS L.P., a Delaware limited partnership
("Seller").
WHEREAS, Buyer and Seller (i) have entered into a Stock Purchase
Agreement dated as of January 6, 1993 (the "Agreement") relating to the
purchase by Buyer and the sale by Seller of all of the common stock, par value
$.01 per share, of Medical Equipment Finance Corporation (all capitalized
terms not otherwise defined in this Amendment are used herein as defined in
the Agreement) and (ii) desire to amend the Agreement pursuant to Section 9.6
thereof upon the terms hereinafter set forth.
NOW THEREFORE, in consideration of the premises, the mutual
covenants, representations, warranties and agreements set forth in this
Agreement, and of other good and valuable consideration, the receipt,
sufficiency and adequacy of which is hereby acknowledged, the parties hereto,
intending legally to be bound, hereby covenant and agree as follows:
1. AMENDMENTS TO AGREEMENT. Subject to the conditions of Section
2 hereof, Section 1.2 of the Agreement is hereby amended in its entirety as
follows:
"1.2 CONSIDERATION. In consideration of the sale of the Shares,
Buyer shall deliver to Seller, as the purchase price for the Shares, an
aggregate of 400,000 shares of the common stock, par value $.01 per
share, of the Buyer (the "DVI Common Stock") at such time as the
conditions set forth in Section 2 are satisfied. Each of Buyer and Seller
shall account for and report the issuance of the shares of DVI Common
Stock as purchase price for the Shares."
2. CONDITIONS TO EFFECTIVENESS. This Amendment is subject to the
satisfaction in full of the following conditions precedent:
(a) Each of Buyer and Seller shall have received fully executed
counterparts of this Amendment;
(b) Buyer shall have filed an amended Listing Application with
the New York Stock Exchange (the "NYSE") and received the approval
of the NYSE with respect thereto (subject to official notice of issuance);
(c) Buyer shall have made such filings and received such
approvals as may be required under federal and state securities laws for
the issuance of the shares of DVI Common Stock pursuant to Section 1
hereof;
(d) The issuance of the DVI Common Stock shall have been
approved by the stockholders of Buyer; and
(e) Seller shall have received one or more certificates
evidencing the shares of DVI Common Stock to be acquired by it
hereunder.
3. REPRESENTATIONS AND WARRANTIES.
(a) Buyer represents and warrants to Seller that:
(i) This Amendment has been duly authorized,
executed and delivered by Buyer and constitutes a valid and legally
binding obligation of Buyer, enforceable in accordance with its terms;
(ii) No consent, approval, authorization, order,
registration or qualification of or with any governmental authority or
other entity or person is required for the consummation by Buyer of the
transactions contemplated by this Amendment;
(iii) The shares of DVI Common Stock to be
issued to Seller have been duly authorized and, when issued and delivered
against payment therefor as provided herein, will be duly and validly
issued and fully paid and nonassessable; good and valid title to each of
the shares of DVI Common Stock will be transferred by Buyer to Seller, free
and clear of any mortgage or deed of trust, pledge, hypothecation,
assignment, deposit arrangement, security interest, lien, charge,
encumbrance, preference, priority or other security agreement or
preferential arrangement of any kind or nature whatsoever (other than
restrictions on transfer imposed by the Securities Act (as hereinafter
defined) or the applicable securities laws of any State); and
(iv) The representations and warranties of Buyer
contained in the Agreement are true and correct on and as of the date
hereof as if such representations and warranties had been made on and as
of the date hereof (except to the extent such representation and warranties
relate to an earlier date).
(b) Seller represents and warrants to Buyer that:
(i) This Amendment has been duly authorized,
executed and delivered by Seller and constitutes a valid and legally
binding obligation of Seller, enforceable in accordance with its terms;
(ii) No consent, approval, authorization, order,
registration or qualification of or with any governmental authority or
other entity or person is required for the consummation by Seller of the
transactions contemplated by this Amendment;
(iii) (A) Seller is acquiring the shares of DVI
Common Stock hereunder for its own account and with no intention of
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