Exhibit 10.8
AMENDMENT TO SECURITY AGREEMENT
AND SUBORDINATION AGREEMENT
THIS AMENDMENT TO SECURITY AGREEMENT AND SUBORDINATION AGREEMENT (the
"Amendment") is entered into this 5th day of August, 1999 by and among UNIGENE
LABORATORIES, INC., a Delaware corporation, having its principal place of
business at 000 Xxxxxx Xxxxx Xxxx, Xxxxxxxxx, Xxx Xxxxxx 00000 (the "Company"),
Xxx Xxxx, a resident of New Jersey, Xxxxxx X. Xxxx, a resident of New Jersey,
and Xxxxxx X. Xxxx, a resident of New Jersey. Xxx Xxxx, Xxxxxx X. Xxxx and
Xxxxxx X. Xxxx are sometimes individually referred to as a "Secured Party" and
collectively referred to as "Secured Parties."
WITNESSETH:
WHEREAS, the parties hereto are parties to that certain Amended and
Restated Security Agreement, dated July 13, 1999 (the "Security Agreement"),
pursuant to which the Company granted the Secured Parties a security interest in
the Collateral (as defined in the Security Agreement) in order to secure payment
of certain loans made by the Secured Parties; and
WHEREAS, the parties hereto are parties to that certain Subordination
Agreement, dated July 13, 1999 (the "Subordination Agreement"), pursuant to
which Xxxxxx X. Xxxx and Xxxxxx X. Xxxx subordinated their security interests in
the Collateral to the security interest in the Collateral held by Xxx Xxxx; and
WHEREAS, on July 30, 1999, Xxx Xxxx loaned the Company $70,000, as
evidenced by a secured promissory note dated as of July 30, 1999 (the "July 30
Note") and on the date hereof Xxx Xxxx loaned the Company $200,000, as evidenced
by a secured promissory note dated the date hereof (the "August 5 Note"); and
WHEREAS, the parties hereto desire that the Security Agreement be
amended on the terms set forth herein to include the July 30 Note and the August
5 Note in the definition of "Obligations;" and
WHEREAS, the parties hereto desire that the Subordination Agreement be
amended on the terms set forth herein to include the July 30 Note and the August
5 Note in the definition of "Senior Debt."
NOW, THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, the parties hereto agree as
follows:
1. The definition of the term "Obligations" set forth in Section 1.3 of
the Security Agreement is hereby amended to include all indebtedness,
obligations and liabilities of the Company under the July 30 Note and the August
5 Note.
2. The definition of the term "Senior Debt" set forth in Section 1.2(a)
of the Subordination Agreement is hereby amended to include all indebtedness,
obligations and liabilities of the Company to Xxx Xxxx under the July 30 Note
and the August 5 Note.
3. This Amendment shall be construed in accordance with and governed by
the laws of the State of New Jersey without giving effect to conflicts of laws
principles.
4. This Amendment may be executed in two or more counterparts, each of
which shall constitute an original and all of which shall constitute the same
instrument.
IN WITNESS WHEREOF, the parties hereto have caused this
Amendment to be executed on the day and year first above written.
UNIGENE LABORATORIES, INC.
By:
Name:
Title:
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XXX XXXX
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XXXXXX X. XXXX
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XXXXXX X. XXXX
