SECURITY AGREEMENT AMENDMENT
EXHIBIT
10.25
SECURITY
AGREEMENT AMENDMENT
This
SECURITY
AGREEMENT AMENDMENT
(the
“Amendment”)
is
made as of October 24, 2006 between the lenders listed on the signature page
hereto (hereinafter, collectively, the “Secured
Parties”)
and
Access Pharmaceuticals, Inc., a Delaware corporation with its chief executive
office located at 0000 Xxxxxxxx Xxxxxxx, Xxxxx 000, Xxxxxx, Xxxxx 00000,
Attention: President (the “Debtor”).
WHEREAS,
on
February 16, 2006, the Debtor issued in favor of each of the Secured Parties,
promissory notes (collectively the “February
Notes”),
in
the aggregate principal amount of Five Million Dollars ($5,000,000); such
February Notes were issued pursuant to the terms of a Convertible Note and
Warrant Purchase Agreement dated as of February 16, 2006 between the Debtor
and
the Secured Parties;
WHEREAS,
in
connection with the issuance of the February Notes, the Debtor entered into
that
certain Security Agreement dated as of February 16, 2006, between the Debtor
and
the Secured Parties (the “Security
Agreement”);
WHEREAS,
on the
date hereof, the Debtor has issued in favor of certain of the Secured Parties
(the “October
Secured Parties”),
promissory notes (collectively the “October
Notes”),
in
the aggregate principal amount of Five Hundred Thousand Dollars ($500,000);
such
Notes have been issued pursuant to the terms of a Convertible Note and Warrant
Purchase Agreement (the “October
Purchase Agreement”)
of
even date herewith between the Debtor and the October Secured Parties (such
transaction, the “October
Financing”);
WHEREAS,
it is a
condition precedent to the October Secured Parties’ making any loans under
October Purchase Agreement and the October Notes or
otherwise extending credit to the Debtor that the Debtor execute and deliver
this Security Agreement Amendment; and
WHEREAS,
the
Debtor and each of the Secured Parties desires to amend the Security Agreement
in order to secure the Debtor’s obligations pursuant to the October
Notes;
NOW,
THEREFORE,
in
consideration of the premises and to induce the October Secured Parties to
extend the loans to the Debtor pursuant to the October Notes, the Debtor and
the
Secured Parties hereby agree as follows:
1. Capitalized
Terms.
Capitalized terms used and not defined herein shall have the respective meanings
ascribed to such terms in the Security Agreement.
2. Amendment
to the Security Agreement.
(a)
Section 1(c) of the Security Agreement is hereby amended by inserting the
following defined terms in appropriate alphabetical order therein:
“February
Notes”
means
the Secured Convertible Promissory Notes of the Debtor in the aggregate
principal amount of Five Million Dollars ($5,000,000), issued pursuant to the
February Purchase Agreement.
“February
Purchase Agreement”
means
the Convertible Note and Warrant Purchase Agreement dated as of February 16,
2006, between the Debtor and the Secured Parties.
“Note”
and
“Notes”
means
the February Notes and/or the October Notes. This definition shall supersede
the
definition of such terms set forth in the recitals to this
Agreement.
“October
Notes”
means
the Secured Convertible Promissory Notes of the Debtor in the aggregate
principal amount of Five Hundred Thousand Dollars ($500,000) issued pursuant
to
the October Purchase Agreement.
“October
Purchase Agreement”
means
the Convertible Note and Warrant Purchase Agreement dated as of October 24,
2006, between the Debtor and certain of the Secured Parties.
“Purchase
Agreement”
means
the February Purchase Agreement and/or the October Purchase Agreement. This
definition shall supersede the definition of such term in the recitals to this
Agreement.”
3. Consent
to October Financing.
The
Secured Parties hereby consent to the October Financing and, in connection
therewith, the Debtor’s execution, delivery and performance of the October
Purchase Agreement, the sale of the October Notes and the consummation of the
other transactions and execution of the other agreements and documents
contemplated by the October Purchase Agreement.
4. Full
Force and Effect of the Security Agreement.
Except
as specifically amended hereby, the Security Agreement shall remain of full
force and effect and is hereby ratified and affirmed in all
respects.
5. Governing
Law, etc.
This
Amendment shall be deemed to be a contract made under the laws of the State
of
New York and shall be construed in accordance with such laws.
6. Counterparts;
Facsimile Execution.
This
Amendment may be executed in two or more counterparts, each of which shall
be
deemed an original, but all of which together shall constitute one and the
same
instrument. Executed signature pages delivered by facsimile or other means
of
electronic image transmission shall have the same force and effect as an
original thereof.
[Signature
pages follow.]
IN
WITNESS WHEREOF,
the
parties hereto have caused this Security Agreement Amendment to be duly executed
and delivered as of the date first above written.
| ACCESS PHARMACEUTICALS, INC. | |
| By: | /s/ Xxxxxxx X. Xxxxxxxx |
| Name: | Xxxxxxx X. Xxxxxxxx |
| Title | VP - CFO |
OMNIBUS
SIGNATURE PAGE TO
ACCESS
PHARMACEUTICALS, INC.
SECURITY
AGREEMENT AMENDMENT
The
undersigned, as a Secured Party, hereby executes and delivers the Security
Agreement Amendment to which this signature page is attached, which, together
with all counterparts of the Security Agreement Amendment and signature pages
of
the other parties named in said Security Agreement Amendment, shall constitute
one and the same document in accordance with the terms of the Security Agreement
Amendment.
| Print Name: | SCO Capital Partners LLC |
| By: | /s/ Xxxxxxx X. Xxxxxxxxx |
| Name: | Xxxxxxx X. Xxxxxxxxx |
| Title: | Chairman |
OMNIBUS
SIGNATURE PAGE TO
ACCESS
PHARMACEUTICALS, INC.
SECURITY
AGREEMENT AMENDMENT
The
undersigned, as a Secured Party, hereby executes and delivers the Security
Agreement Amendment to which this signature page is attached, which, together
with all counterparts of the Security Agreement Amendment and signature pages
of
the other parties named in said Security Agreement Amendment, shall constitute
one and the same document in accordance with the terms of the Security Agreement
Amendment.
| Print Name: | Lake End Capital LLC |
| By: | /s/ Xxxxxxx X. Xxxxx |
| Name: | Xxxxxxx X. Xxxxx |
| Title: | Chairman |
OMNIBUS
SIGNATURE PAGE TO
ACCESS
PHARMACEUTICALS, INC.
SECURITY
AGREEMENT AMENDMENT
The
undersigned, as a Secured Party, hereby executes and delivers the Security
Agreement Amendment to which this signature page is attached, which, together
with all counterparts of the Security Agreement Amendment and signature pages
of
the other parties named in said Security Agreement Amendment, shall constitute
one and the same document in accordance with the terms of the Security Agreement
Amendment.
| Print Name: | Beach Capital LLC |
| By: | /s/ Xxxxxx X. Xxxxxxxxx |
| Name: | Xxxxxx X. Xxxxxxxxx |
| Title: | Chairman |
