Exhibit 10.5
THIRD AMENDMENT
to that certain
LOAN AGREEMENT
by and between
VPGI Corp. and Trident Growth Fund, L.P. (November 10, 2004)
This Third Amendment to that certain Loan Agreement by and between VPGI
Corp. and Trident Growth Fund, L.P. dated November 10, 2004 (this
"Agreement") is made and entered into this 7th day of February 2006, by and
between VPGI Corp., a Texas corporation (the "Borrower") and Trident Growth
Fund, LP, a Delaware limited partnership (the "Lender").
W I T N E S S E T H:
WHEREAS, on November 10, 2004, the parties entered into a Loan
Agreement (so called herein) wherein Lender agreed to loan to Borrower up to
$700,000 (the "Loan"); and
WHEREAS, on August 8, 2005, the Loan was amended to increase the Loan
Amount by $50,000, and thereafter amended again on September 19, 2005 to
increase the Loan Amount by an additional $100,000; and
WHEREAS, Borrower has requested and Lender has agreed to loan to
Borrower an additional $100,000 pursuant to and on the same terms as the
Loan; and
NOW, THEREFORE, the parties have agreed to amend the Loan as follows:
1. Defined Terms. All capitalized terms set forth but not defined herein
shall have the meaning ascribed to them in the Loan Agreement.
2. Increase in Loan Amount. The Loan Agreement shall be amended by
increasing the Loan Amount from $850,000 to 950,000, and everywhere in the
Loan Agreement where reference is made to the Loan Amount, directly or
indirectly, such term or reference shall be amended and modified
accordingly. Accordingly, a Convertible Note in the form of Exhibit A and a
Second Amended Security Agreement in the form of Exhibit B shall be executed
and delivered by Borrower to Lender contemporaneously herewith. The
Origination and Commitment Fees described in Section 2.1 of the Loan
Agreement shall apply to the additional amount to be loaned hereunder.
3. Additional Warrant Coverage. Borrower shall issue an additional
Warrant to Lender in the form of Exhibit C hereto giving Lender the right to
purchase an additional 72,000 shares of Common Stock at an exercise price of
$.10 per share. As set forth in the Loan Agreement, Borrower and Lender
agree that the aggregate value of the Warrant to be issued in accordance
with this Agreement together with the Warrants previously issued in
connection with the Loan Agreement is less than $1,000.
4. Representations and Warranties. Except as otherwise set forth on
Exhibit D hereto, all of the representations and warranties contained in the
Loan Agreement are true and correct as of the date hereof, and the
Disclosure Schedules attached thereto have not changed in any material
manner.
5. Terms of Loan Agreement Unchanged. Except as set forth or contemplated
herein, the remaining terms of the Loan Agreement shall remain in effect as
set forth therein.
6. Execution of Counterparts. This Agreement may be executed in any
number of counterparts, each of which shall be deemed to be an original as
against any party whose signature appears thereon, and all of which shall
together constitute one and the same instrument.
7. Further Assurances. Each party hereto agrees to perform any further
acts and to execute and deliver any further documents that may be reasonably
necessary to carry out the provisions of this Agreement.
8. Governing Law. This Agreement and the legal relations among the
parties hereto shall be governed by and construed in accordance with the
laws of the State of Texas without regard to its conflicts of law doctrine.
Each of the parties hereto irrevocably consents to the jurisdiction of the
federal and state courts located in Dallas County, the State of Texas.
[signature page follows]
IN WITNESS WHEREOF, the Borrower and the Lender have caused this
Agreement to be duly executed by their duly authorized officers, all as of
the day and year first above written.
VPGI CORP. TRIDENT GROWTH FUND, LP
By: TRIDENT MANAGEMENT, LLC, its
GENERAL PARTNER
By: /s/ Xxx Xxxxxx By: /s/ Xxxxx Xxxx
-------------------------------------- -----------------------------
Xxx X. Xxxxxx, Chief Executive Officer Xxxxx Xxxx, Authorized Member
