EXHIBIT 10.3.1.
AMENDMENT TO AMENDED AND RESTATED
LOAN AGREEMENT
AMENDMENT, dated as of July 10, 1996 (the "Amendment"), to the Amended
and Restated Loan Agreement, dated as of March 27, 1996 (the "Loan
Agreement"), between DVL, Inc., a Delaware corporation ("Borrower"), and NPM
Capital LLC, a Delaware limited liability company ("Lender").
W I T N E S S E T H:
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WHEREAS, Borrower and Lender have agreed to amend the Loan Agreement,
subject to the terms and conditions of this Amendment.
NOW, THEREFORE, the parties hereto hereby agree as follows:
1. The following provisions of the Loan Agreement shall be, and hereby
are, amended by deleting references to "September 1, 1996" where such
references appears therein and substituting therefor, in each such case, the
date "September 30, 1996":
"Lender Default" (Article 1);
Section 3.5;
Section 3.6; and
Section 3.8.
2. Exhibit F-1 of the Loan Agreement, "Amended Articles of Incorporation,"
shall be, and hereby is, amended by and to the extent set forth in Exhibit F-
1A annexed hereto.
3. Exhibit G of the Loan Agreement, "Amendment to Limited Partner
Settlement Agreement," shall be, and hereby is, amended by deleting the
existing Exhibit G thereto and substituting therefor the Exhibit G annexed
hereto.
4. Revised Schedules 4.24, 4.25 and 4.27 to the Loan Agreement were
provided by the Borrower to the Lender, in form and substance satisfactory to
the Lender, and, solely for the convenience of the parties, are annexed hereto
and made a part hereof.
5. Except as expressly amended and modified hereby, the Loan Agreement
is hereby reaffirmed and remains in full force and effect. This Amendment may
be executed in several counterparts, each of which shall be deemed an original
but all of which together shall constitute one and the same instrument. This
Amendment shall be governed in all respects, including validity,
interpretation and effect, by the laws of the State of New York without giving
effect to the conflict of laws rules thereof.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
duly executed by their respective duly authorized representatives as of the
date first above written.
DVL, INC.
By: /s/ Xxxxxx X. XxXxxxxxx
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Name: Xxxxxx X. XxXxxxxxx
Title: Vice President
NPM CAPITAL LLC
By: /s/ Xxxxxxxx X. Xxxxx
--------------------------
Name: Xxxxxxxx X. Xxxxx
Title: Managing Member
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