Exhibit 10.7
Prepared by:
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X. Xxxxxx Van Dam, Esq.
MODIFICATION OF MORTGAGE AND SECURITY AGREEMENT
This modification of Mortgage and Security Agreement
("Modification") made effective as of the 5th day of August, 1999, by and
between UNIGENE LABORATORIES, INC., a Delaware corporation authorized to do
business in New Jersey, having office at 000 Xxxxxx Xxxxx Xxxx, Xxxxxxxxx, Xxx
Xxxxxx 00000 (the "Mortgagor") and XXX XXXX, with an address at 0000 Xxxxxx
Xxxxxx, Xxxx Xxx, Xxx Xxxxxx 00000 (the "Mortgagee").
WHEREAS, on July 13, 1999 the Mortgagee provided a loan to
Mortgagor in the principal amount of ONE MILLION SIX HUNDRED THOUSAND and 00/100
($1,600,000.00) DOLLARS (the "Loan") as evidenced by a certain Amended and
Restated Secured Note dated July 13, 1999 (the "Note"); and
WHEREAS, in connection with the Loan the Mortgagor executed and
delivered a Mortgage and Security Agreement to the Mortgagee dated July 13, 1999
which has been forwarded to the Essex County Register's office for recording
(the "Mortgage"), with respect to property located in the Township of Fairfield,
County of Essex and State of New Jersey as particularly described in the
Mortgage (the "Premises"); and
WHEREAS, Mortgagee provided additional loans to Mortgagor
evidenced by a Secured Note dated July 30, 1999 in the amount of SEVENTY
THOUSAND and 00/100 ($70,000.00) DOLLARS and a Secured Note dated August 5, 1999
in the amount of TWO HUNDRED THOUSAND and 00/100 ($200,000.00) DOLLARS made by
Mortgagor to Mortgagee (the "Additional Loans").
WHEREAS, as a condition of the Additional Loans, Mortgagee
required that the Mortgagor amend the Mortgage to secure the Secured Notes
evidencing the Additional Loans.
NOW, THEREFORE, the parties agree as follows:
1. Modification of Mortgage. The Mortgage shall be deemed
modified to secure the Additional Loans as evidenced by the Secured Note dated
July 30, 1999 in the amount of Seventy Thousand and 00/100 ($70,000.00) Dollars
and the Secured Note in the amount of Two Hundred Thousand and 00/100
($200,000.00) Dollars dated August 5, 1999, and accordingly the total amount due
Mortgagee by Mortgagor and secured by the Mortgage as hereby amended shall be
the amount of One Million Eight Hundred Seventy Thousand and 00/100
($1,870,000.00) Dollars.
2. Mortgagor's Estoppel. Mortgagor does hereby represent, warrant
and confirm that there are no set-offs, rights, claims or causes of action of
any nature whatsoever which Mortgagor has or may assert against Mortgagee with
respect to the Mortgage as amended and the indebtedness secured thereby as
aforesaid.
3. Affirmation of Validity of Loan Documents. Mortgagor does
hereby affirm the extent and validity of the Mortgage, as amended, and the Notes
secured thereby, and does confirm that all loan documentation remains
enforceable, and in full force and effect as of the date of execution hereof,
and that the Mortgage, as modified by the within Agreement, shall constitute a
continuing, valid lien upon the Mortgaged Premises, to secure payment of the
indebtedness evidenced by the Notes as aforesaid.
4. Binding Effect. The within Agreement shall be binding upon the
parties hereto, their successors and assigns.
5. Governing Law. The within Agreement shall be construed and
enforced in accordance with the laws of the State of New Jersey.
6. Copy Acknowledge. The undersigned Mortgagor acknowledges
receipt of a true copy of this document without charge.
IN WITNESS WHEREOF, the parties hereto have executed this
Modification of Mortgage and Security Agreement as of the day and year first
above written.
Attest: Unigene Laboratories, Inc.
By
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Xxxxxx X. Xxxx, Secretary Xxxxxx X. Xxxx, President
Witness:
STATE OF NEW JERSEY )
)ss:
COUNTY OF ESSEX )
I certify that on August , 1999 Xxxxxx X. Xxxx personally came
before me and this person acknowledged under oath, to my satisfaction, that:
(a) this person is the Secretary of Unigene Laboratories, Inc.,
the corporation named in this document;
(b) this person is the attesting witness to the signing of this
document by the proper corporate officer who is Xxxxxx Xxxx,
the President of the corporation;
(c) this document was signed and delivered by the corporation as
its voluntary act duly authorized by a proper resolution of
its Board of Directors;
(d) this person knows the proper seal of the corporation which
was affixed to this document; and
(e) this person signed this proof to attest to the truth of
these facts.
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Xxxxxx X. Xxxx
Sworn and Subscribed to this
day of August, 1999
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