Exhibit 10.4
AMENDMENT TO LOAN AND SECURITY AGREEMENT
THIS AMENDMENT TO LOAN AND SECURITY AGREEMENT and REVOLVING PROMISSORY
NOTE (the "Amendment") is entered into this ___ day of February 2003, by and
between VOYAGER ENTERTAINMENT INTERNATIONAL, INC., a North Dakota corporation
("Borrower"), VOYAGER VENTURES, INC., a Nevada corporation and wholly owned
subsidiary of Borrower ("VVI") and XXX XXXXX, an individual ("Lender"),
sometimes hereinafter referred to individually as a "Party" or collectively as
the "Parties."
1. The Parties agree to modify paragraph 1 of that certain Loan and
Security Agreement dated November 15, 2002 (the "Agreement") as follows:
1. Line of Credit.
1.1. Lender will make loans to Borrower hereunder from time to
time (the "Line of Credit"). The aggregate unpaid principal of the Line of
Credit outstanding at any one time will not exceed TWO MILLION DOLLARS AND NO
CENTS (U.S. $2,000,000.00).
1.2. The Line of Credit will be evidenced by a REVOLVING
PROMISSORY NOTE (the "Note"), a copy of which is attached hereto as Exhibit A
and incorporated herein by this reference, containing the following material
terms:
1.2.1. The aggregate unpaid principal not to exceed TWO MILLION
DOLLARS AND NO CENTS (U.S. $2,000,000.00) shall be paid in full to Lender when
the Development Financing has been fully funded by RRI for Borrower, or when
sufficient funding of Development Financing has been secured so the escrow funds
can be released, or on or before April 15, 2003, whichever is sooner; and
1.2.2. A lump-sum interest payment of THREE MILLION DOLLARS AND
NO CENTS (U.S. $3,000,000.00) shall be paid in full to Lender when the
Development Financing has been fully funded by RRI for Borrower, or when
sufficient funding of Development Financing has been secured so the escrow funds
can be released, or on or before April 15, 2003, whichever is sooner.
2. The Parties agree to modify the first paragraph of that certain
Revolving Promissory Note dated November 15, 2002 (the "Note") as follows:
FOR VALUE RECEIVED, the undersigned, VOYAGER ENTERTAINMENT
INTERNATIONAL, INC., a North Dakota corporation ("Maker"), hereby
promises to pay to the order of XXX XXXXX, an individual (together with
his successors and assigns, ("Holder"), the principal sum not to exceed
TWO MILLION DOLLARS (U.S. $2,000,000.00) or the aggregate unpaid
principal amount of all advances or re-advances by the Maker pursuant
to a pursuant to that certain loan agreement entitled "Loan and
Security Agreement," (the "Loan Agreement") executed on even date, and
to repay the outstanding aggregate unpaid principal amount, plus a
lump-sum interest payment of
Page 1 of 2
THREE MILLION DOLLARS AND NO CENTS (U.S. $3,000,000.00) when the
Development Financing has been fully funded by RRI for Borrower, as
defined in the Loan Agreement, or when sufficient funding of
Development Financing has been secured so the escrow funds can be
released, as defined in the Loan Agreement, or on or before April 15,
2003, whichever is sooner. All payments of principal and interest shall
be made at Holders offices located at 0000 Xxxxx Xxxx Xxxxxx, Xxxxxxxx
Xxxxx, XX 00000, or at such other places as the Holder may designate to
Maker in writing
3. Except for the modifications as expressly noted herein, all other provisions
of the Agreement and Note shall remain unchanged and enforced.
IN WITNESS WHEREOF, the parties have caused this Amendment to be duly
executed and delivered as of the date and year first above written.
LENDER:
---------------------------------------
XXX XXXXX
BORROWER:
VOYAGER ENTERTAINMENT INTERNATIONAL, INC., a North Dakota corporation
By:____________________________________
Its:_____________________________________
VVI:
VOYAGER VENTURES, INC., a Nevada corporation
By:____________________________________
Its:____________________________________
