Exhibit 10.19


 


AMENDMENT TO LOAN
AGREEMENT


 


Third
Amendment (this “Third Amendment”) dated as of September 30, 2003 between MEDIS
TECHNOLOGIES LTD. (the “Borrower”) and FLEET NATIONAL BANK (the “Bank”).


 


WHEREAS, the
Borrower and the Bank are parties to a Loan Agreement dated as of December 29,
2000 (the “Agreement”); and


 


WHEREAS, the
Borrower and the Bank entered into the Second Amendment to the Agreement, dated
as of February 20, 2003, amending the definition of Termination Date to read
July 1, 2004; and


 


WHEREAS, the
Borrower has requested that the Bank amend, and the Bank has agreed to amend
certain provisions of the Agreement.


 


NOW,
THEREFORE, the parties hereto hereby agree as follows:


 


1.               All capitalized terms used herein,
unless otherwise defined herein, have the same meanings provided therefor in
the Agreement.


 


2.               The definition of Termination Date as
defined in Section 1.1 (Defined Terms) of the Agreement is hereby amended in
its entirety to read as follows:


 


“Termination Date” shall mean July 1, 2005 or, if such date is
not a Business Day, the Business Day next succeeding such date


 


3.               The Borrower hereby represents and
warrants to the Bank that:


 


(a)          Each and every of the representations and
warranties set forth in the Agreement and/or the documents executed pursuant
thereto or in connection therewith is true as of the date hereof and with the
same effect as though made on the date hereof, and is hereby incorporated
herein in full by reference as if fully restated herein in its entirety.


 


(b)         No Default or Event of Default and no event or
condition which, with the giving of notice or lapse of time or both, would
constitute such a Default or Event of Default, now exists or would exist.


 


4.               All obligations in connection with the
Agreement are and shall continue to be (i) secured by the collateral referenced
in the Agreement and more fully described in one or more pledge agreements in
favor of the Bank and (ii) guaranteed by the Guarantors referenced in the
Agreement pursuant to Guarantees in favor of the Bank.


 


5.               By their execution of this amendment in
the space provided below, each of the guarantors indicated below hereby consent
to this Third Amendment and reaffirm their continuing liability under their
respective guarantees, in respect of the Agreement as amended hereby and all
the documents, instruments and agreements executed pursuant thereto or in
connection therewith, without offset, defense or 


 


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counterclaim (any such offset, defense or counterclaim as may exist
being hereby irrevocably waived by such guarantors).


 


6.               The amendments set forth herein are
limited precisely as written and shall not be deemed to (a) be a consent to or
a waiver of any other term or condition of the Agreement or any of the
documents referred to therein or (b) prejudice any right or rights which the
Bank may now have or may have in the future under or in connection with the
Agreement or any documents referred to therein.  Whenever the Agreement is referred to in the Agreement or any of
the instruments, agreements or other documents or papers executed and delivered
in connection therewith, it shall be deemed to mean the Agreement as modified
by this Third Amendment.


 


7.               This Third Amendment shall be effective
as of the date first above written; provided that this Third Amendment shall
not be effective unless and until (i) the Bank shall have received counterparts
of this Third Amendment duly signed by the Borrower and Guarantors, (ii) the
Borrower shall have paid the Bank an administrative fee in connection with this
Third Amendment, which fee is $2,500.00 and (iii) the Bank shall have received
evidence of such proper corporate organization, existence, authority and
appropriate corporate proceedings with respect to the Borrower and the matters
addressed by this Third Amendment and the documents, instruments and agreements
executed pursuant hereto or in connection herewith, and such other
certificates, instruments, and documents as the Bank shall reasonably request.


 


8.               This Third Amendment may be executed by
the parties hereto individually or in any combination, in one or more
counterparts, each of which shall be an original and all of which shall
together constitute one and the same agreement.


 


IN WITNESS
WHEREOF, the parties hereto have caused this Third Amendment to be duly
executed and delivered by their respective duly authorized officers as of the
date first above written.


 


	
   

  	
  MEDIS
  TECHNOLOGIES LTD.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
    /s/
  Howard Weingrow

  	
   

  
	
   

  	
   

  	
  Name:  Howard Weingrow

  
	
   

  	
   

  	
  Title:  President

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  FLEET
  NATIONAL BANK

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
    /s/
  Michael M. Dwyer

  	
   

  
	
   

  	
   

  	
  Name:  Michael M. Dwyer

  
	
   

  	
   

  	
  Title:  Senior Vice President

  



 


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Each of the
guarantors indicated below hereby consent to this Third Amendment and reaffirm
their continuing liability under their respective guarantees in respect of the
Agreement as amended hereby and all the documents, instruments and agreements
executed pursuant thereto or in connection therewith, without offset, defense
or counterclaim (any such offset, defense or counterclaim as may exist being
hereby irrevocably waived by such guarantors).


 


	
   

  	
  PLAZA HOTEL
  MANAGEMENT COMPANY

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
      /s/

  	
   

  
	
   

  	
   

  	
  Name:

  	
   

  
	
   

  	
   

  	
  Title:

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
      /s/

  	
   

  
	
   

  	
  Howard
  Weingrow, Individually

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
      /s/

  	
   

  
	
   

  	
  Robert
  Lifton, Individually

  	
   

  



 


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