AMENDMENT NO. 1 TO SECURITY AGREEMENT
Exhibit
10.8
AMENDMENT
NO. 1 TO
This
Amendment No. 1 to Security Agreement dated
as
of July 19, 2007 (“Amendment”),
is
made by and among Viking
Systems, Inc.,
a
Delaware corporation (the “Company”),
all
of the Subsidiaries of the Company (such subsidiaries, the “Guarantors”
and
together with the Company, the “Grantors”)
and
the secured parties (the “Original
Secured Parties”)
listed
on the signature pages to the Security Agreement dated as of February 23,
2007
as amended hereby and as may be further amended (the “Security
Agreement”).
Recitals
Whereas,
on
February 23, 2007, the Company and the Original Secured Parties entered into
the
Security Agreement. In connection therewith, the Original Secured Parties
purchased certain 8% Secured Convertible Debentures due February 23, 2009
(the
“Original
Debentures”)
from
the Company.
Whereas,
the
Company desires to issue additional 8% Secured Convertible Debentures due
February 23, 2009 subsequent to February 23, 2007 (the “New
Debentures”),
to
certain investors (collectively, the “New
Secured Parties”)
and
the Company and the Original Secured Parties desire to amend the Security
Agreement such that New Secured Parties may be added as Secured Parties to
the
Security Agreement upon execution of a counterpart signature page
thereto.
Agreement
Now,
Therefore,
in
consideration of the foregoing premises and the mutual covenants and conditions
set forth below, and in reliance on the recitals set forth above, and for
other
good and valuable consideration, the receipt of which is hereby acknowledged,
the parties to this Amendment hereby agree as follows:
1. The
following paragraph is hereby added as Section 19(n) to the Security
Agreement:
“(n) If
at any
time subsequent to the date hereof, the Company sells Debentures to additional
purchasers, then, notwithstanding anything else in this Agreement to the
contrary, this Agreement may be amended, without the consent of any party
hereto, to add such additional purchasers (the “New Secured Parties”) as Secured
Parties. Each such New Secured Party shall execute a counterpart signature
page
to this Agreement. Upon execution of such counterpart signature page, the
Debentures purchased by such New Secured Party shall be considered “Debentures”
for all purposes under this Agreement, ranking equally in all respects to
all
other Debentures, and such New Secured Party shall be deemed to be a “Secured
Party” for all purposes under this Agreement, with all the rights and
obligations of a Secured Party hereunder, on a pari-passu basis with each
other
Secured Party, in each case as if such New Secured Party had purchased such
Debentures concurrently with each other Secured Party and such New Secured
Party
were an original signatory hereto.”
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2. Except
as
specifically amended by this Amendment, the terms and conditions of the Security
Agreement shall remain unchanged and in full force and effect. This Amendment
shall become effective when executed and delivered by the Company and the
Original Secured Parties. This Amendment does not constitute a waiver of
any
rights that the Original Secured Parties have to approve any offering of
securities. This Amendment shall not be effective as to any New Debentures
or
New Secured parties unless the Original Secured Parties shall have consented
in
writing to the terms and conditions of such offering at the time any such
offering is made.
3. This
Amendment may be executed in one or more counterparts, each of which shall
constitute an original, and all of which together shall constitute one and
the
same instrument. This Amendment may be executed and delivered by facsimile
and
the parties hereto agree that such facsimile execution and delivery shall
have
the same force and effect as delivery of an original document with original
signatures, and that each party hereto may use such facsimile signatures
as
evidence of the execution and delivery of this Amendment by all parties hereto
to the same extent that an original signature could be used.
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In
Witness Whereof,
each of
the parties hereto has caused this Amendment No. 1 to Security Agreement
to be
executed and delivered by its duly authorized officer on the date first set
forth above.
|
Address
Of Grantor:
0000
Xx Xxxxx Xxxxxxx Xxxxx
Xxxxx
000
Xxx
Xxxxx, Xxxxxxxxxx 00000
|
Viking
Systems, Inc.,
a
Delaware corporation
By:
_______________________________
Name:
Title:
|
|
Taxpayer
Identification Number of Grantor:
____________________________________
|
Jurisdiction
of Organization of Grantor:
Delaware
|
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Original
Secured Party:
Name
of Entity: __________________________
Signature
of Authorized Signatory of Entity:
________________________
Name
of Authorized Signatory: _________________________
Title
of Authorized Signatory: __________________________
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