LOAN AND SECURITY AGREEMENT
THIS AGREEMENT (this "Agreement") is made and entered this 15th day of
November 2002 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."
R E C I T A L S
WHEREAS, Borrower has entered into various financing arrangements with
Residential Resources Financial Services, Inc. ("RRI") to provide $100
million in bond/security financing (the "Development Financing") for
development of a mixed-use entertainment complex located in Las Vegas,
Nevada (the "Project");
WHEREAS, as part of the Development Financing with RRI, Borrower has
committed to pay for certain itemized costs to enable RRI to have the
bond/security offering credit enhanced to a "AAA" credit rating (the "Credit
Enhancement");
WHEREAS, Borrower has requested an extension of credit from Lender for
the use and benefit of Borrower for the Credit Enhancement and other
components of the Project, to be secured by certain personal property and
other assets of VVI; and
WHEREAS, Lender is willing to make available to Borrower a credit
facility in the form of a line of credit, subject and pursuant to all of the
covenants, conditions and provisions of this Agreement.
NOW, THEREFORE, in consideration of the foregoing recitals and the
extension of credit by Lender to Borrower and other consideration, the
parties agree 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 FIVE HUNDRED THOUSAND
DOLLARS AND NO CENTS (U.S. $2,500,000.00).
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 FIVE HUNDRED THOUSAND DOLLARS AND NO CENTS (U.S. $2,500,000.00) 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 February 15, 2003, whichever is sooner; and
1.2.2. A lump-sum interest payment of TWO MILLION FIVE
HUNDRED THOUSAND DOLLARS AND NO CENTS (U.S. $2,500,000.00) 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 February 15,
2003, whichever is sooner.
1.3. Borrower and/or VVI will from time to time execute one or more
financing statements and any other documents in a form or forms satisfactory
to Lender and perform such other acts as Lender may reasonably request to
perfect and maintain a valid security interest in favor of Lender in the
Collateral (as defined herein).
2. Definitions. As used herein, the following terms will have the
definitions set forth:
2.1. The term "Accounts" or "Account" means any right of Borrower
and/or VVI to any payment, including, without limitation, payment for goods
sold or leased, or to be sold or to be leased, or for services rendered or to
be rendered, no matter how evidenced (including, without limitation, notes,
sales agreements, documents, instruments, accounts receivable, contract
rights, chattel paper, purchase orders and other forms of obligations) and
whether or not earned by performance, and any general intangible of Borrower
regardless of form (including, without limitation, all trade names,
trademarks, patents, patents pending, licenses, copyrights, plans, drawings,
diagrams, schematics, customer lists, goodwill and refunds or rights thereto)
whether now existing or hereafter arising, and the Proceeds of all of the
foregoing.
2.2. The term "Collateral" means all of the following as defined
herein, in value of up to the amount of the unpaid aggregate amount drawn on
the Line of Credit:
2.2.1. Accounts;
2.2.2. Inventory;
2.2.3. Equipment;
2.2.4. Proceeds; and
2.2.5. Real Property.
2.3. The term "Equipment" means all of Borrower's and/or VVI's
furniture, fixtures, machinery and equipment, whether the same constitutes
personal property or fixtures, now owned or hereafter acquired by Borrower
and/or VVI, wherever situated, including, without limitation, all
substitutions, accretions, component parts, replacements thereof and
additions thereto, and the Proceeds of all of the foregoing.
2.4. The term "Inventory" means all of Borrower's and/or VVI's
goods, merchandise and other personal property now owned or hereafter
acquired, wherever located, which are held for sale or lease, including,
without limitation, those held for display or demonstration or out for lease
or consignment or to be furnished under a contract for service or which are
raw materials, work in process or materials used or consumed, or to be used
or consumed in Borrower's and/or VVI's business, or which a contract for
service or which are raw materials, work in process or materials used or
consumed, or to be used or consumed in Borrower's and/or VVI's business, or
which are finished or unfinished goods, together with all warehouse receipts
and other documents evidencing such Inventory, and the Proceeds of all of the
foregoing.
2.5. The term "Proceeds" means, but is not limited to, Inventory,
returned or reacquired merchandise, Accounts, insurance proceeds, documents,
money, goods, Equipment, instruments and any other tangible or intangible
property arising under the sale, lease, exchange, collection or other
disposition of any of the Collateral of Borrower and/or VVI.
3. Grant of Security Interest. To secure the payment of the Line of
Credit and all Indebtedness (as defined herein) of Borrower to Lender,
Borrower and/or VVI hereby grants Lender a security interest, pursuant to
the Nevada and/or Utah Uniform Commercial Code, in and to all Collateral in
value of up to the amount of the unpaid aggregate amount drawn on the Line of
Credit, as may be appropriate in the circumstances.
4. Obligations Secured. The security interest herein granted to
Lender will secure the payment to Lender and/or performance by Borrower of
all of the following (collectively, "Indebtedness"), which Borrower hereby
unconditionally promises to pay to Lender in accordance with the terms of any
document, instrument or agreement, including, without limitation, this
Agreement, evidencing such Indebtedness; provided, however, that if no such
document or agreement evidences such Indebtedness, then the same is payable
upon demand to Lender:
4.1. The Line of Credit;
4.2. All loans, advances, letters of credit, extensions of credit
(provisional or otherwise), guaranties, overdrafts, indebtedness and
obligations of Borrower to Lender (collectively, "loans," or each, "loan")
heretofore or hereafter made or incurred, together with interest thereon, and
any renewals and extensions thereof, whether or not evidenced by notes,
drafts, this Agreement or other agreements by or on behalf of Borrower, or
evidenced by accounts maintained by Lender, all such notes, drafts,
agreements and accounts are conclusive evidence of such Indebtedness at any
time owing to Lender.
4.3. All amounts, costs and expenses advanced, committed, expended
or incurred by Lender pursuant to the terms of this Agreement, including,
without limitation, reasonable attorney's fees and expenses, for enforcement
of this Agreement and/or the maintenance and/or preservation of the
Collateral hypothecated to Lender as provided herein.
5. Cross Collateral/Cross Default. Borrower specifically acknowledges
that any default in or with respect to any obligation that is included in the
Indebtedness as set forth in this Agreement is and will be a default of this
Agreement and the Line of Credit. Borrower specifically acknowledges that
the Collateral secured this Agreement and all obligations that comprise the
Indebtedness.
6. Disbursement of Funds. The following procedures for the
disbursement of funds shall be used by the parties:
6.1. All disbursements up to and not to exceed the first FIVE
HUNDRED THOUSAND DOLLARS (U.S. $500,000.00) from the Line of Credit shall be
requested by Borrower in writing to Lender and shall specify the use of said
funds in obtaining the Credit Enhancement. At Lender's sole discretion,
Lender may deposit or otherwise disburse such funds directly to Borrower or
to the party identified in the written request.
6.2. All disbursements above the first FIVE HUNDRED THOUSAND
DOLLARS (U.S. $500,000.00) from the Line of Credit shall be available on the
following cumulative terms:
6.2.1. Written verification to the reasonable satisfaction
of Lender from the credit enhancement provider that the Credit Enhancement
has been received by RRI;
6.2.2. Written verification to the reasonable satisfaction
of Lender that Borrower has made application to receive the requisite
approvals, permits, variances, zoning and other permissions have or will be
received from the applicable governmental agencies of Xxxxx County, State of
Nevada for the construction of the Project; and
6.2.3. Borrower may thereafter irrevocably instructs Lender
to deposit or otherwise disburse funds from the Line of Credit in any deposit
account of Borrower for the sole purpose of the Project, or at Lender's
option to deposit such funds to a deposit account standing in the name of The
Varna Group, LC, with Xxxxx Xxxxx as manager for purposes of this Agreement
(the "Manager"), to be thereafter disbursed to Borrower at Manager's sole
discretion.
6.3. Any loans hereunder will be conclusively presumed to have been
made to and at the request and for the benefit of Borrower when deposited to
the credit of Borrower or otherwise disbursed in accordance with the
instructions of Borrower or in accordance with the terms and conditions of
this Agreement.
7. Warranties, Representations and Covenants. As long as any
Indebtedness is outstanding and unpaid, Borrower represents, warrants and
agrees as follows:
7.1. Validity of Accounts. Each Account of Borrower and all
documents pertaining thereto are genuine in all respects and reflect a
correct statement of bona fide indebtedness incurred by the account debtor
and the amount thereof is not subject to any offset, counterclaim or any
contingency whatsoever, and Borrower and/or VVI is, or at the time an Account
comes into existence will be, the true and lawful owner of, and has, or at
the time an Account comes into existence will have, good and clear title to
all its Accounts subject only to Lender's right in same. If any offset,
counterclaim or any contingency whatsoever is claimed against any Account,
Borrower and/or VVI will immediately notify Lender in writing of such claim
and immediately pay to Lender the full amount owing on such Account.
7.2. Insolvent Account Debtor. Each Account will be paid in full
on or before the date shown as its due date or, if not so paid, or in the
event a petition for any relief under any provision of the Bankruptcy Code or
similar federal or state legislation is filed by or against an account debtor
on any Account, or a receiver is appointed for the assets or affairs of an
account debtor, or any account debtor makes a general assignment for the
benefit of creditors or in the event of the insolvency of any account debtor,
then and in any such event Borrower will forthwith pay to Lender the full
amount owing on such Account.
7.3. Schedule of Collateral. At such time and from time to time as
may be prescribed by Lender, Borrower and/or VVI will execute and deliver to
Lender a schedule of Collateral, in form satisfactory to Lender, describing
all Collateral in value of up to the amount of the unpaid aggregate amount
drawn on the Line of Credit of Borrower with respect to which Lender has
requested information.
7.4. Title to Collateral. Except for the security interest granted
hereby, Borrower and/or VVI is the owner of the Collateral free from any
lien, security interest or encumbrance and Borrower and/or VVI, at its own
cost and expense, will defend the Collateral in value of up to the amount of
the unpaid aggregate amount drawn on the Line of Credit, Proceeds and
products thereof against any and all claims and demands of all persons or
entities. If Borrower fails to make any payments or perform any act required
by this Agreement or which Lender deems advisable to preserve the Collateral
in value of up to the amount of the unpaid aggregate amount drawn on the Line
of Credit, any part thereof or the priority or perfection of Lender's
security interest therein, Lender may advance funds for the same and such
advances will be part of the Indebtedness secured hereby and will be
immediately payable with interest thereon at the rate provided for in this
Agreement.
7.5. Sale, Transfer or Encumbrance of Collateral. During the term
of this Agreement, Borrower and/or VVI will not sell, transfer, pledge,
create a security interest in or hypothecate any of the Collateral to any
person or entity other than Lender, nor permit to exist any lien, security
interest, charge or encumbrance upon the Collateral to be superior in any
fashion to the rights of Lender in the amount of the unpaid aggregate
principal drawn on the Line of Credit. Borrower and/or VVI will not, without
the prior written consent of Lender, (i) acquire any Inventory under any
arrangement whereby the seller or other person retains or acquires any
security interest in such Inventory that would be superior in any fashion to
the rights of Lender in the amount of the unpaid aggregate principal drawn on
the Line of Credit, or (ii) return or give possession of any Inventory to any
supplier or other person except in the ordinary course of business.
7.6. Inspection. Borrower and VVI will permit Lender and its
designated officers, employees, agents and representatives to inspect at
reasonable times the Collateral and to examine, check, make copies of or
extract from the books, accounts, orders, records and original correspondence
of Borrower and VVI and Borrower and VVI will make available to Lender its
books, records and files at any reasonable time for such purposes.
7.7. Periodic Financial Statements. So long as any amount is owed
by Borrower to Lender, Borrower and VVI will furnish Lender balance sheets
and profit and loss statements in such manner and at such times as Lender may
specify and such other information as Lender may from time to time reasonably
request. Until notified of a change, Borrower and VVI will furnish Lender
financial statements prepared in accordance with generally accepted
accounting principles by Borrower's and VVI's chief financial officer within
20 days following each quarter end.
7.8. Annual Financial Statements. Borrower and VVI will furnish
Lender within 45 days after the close of Borrower's fiscal year a copy of the
annual compiled financial statements of Borrower and VVI prepared in
accordance with generally accepted accounting principals and certified in a
manner satisfactory to Lender by an accountant or accountants selected by
Borrower and VVI and satisfactory to Lender, and Borrower and VVI agrees and
authorizes Lender and such accountant or accountants to communicate directly
with respect to Borrower's and/or VVI's records, audits and financial
statements. Borrower and VVI will notify its accountant or accountants that
Lender may rely on such financial statements.
7.9. Accuracy of Reports. Subject to any limitations stated in
writing therein or in connection therewith, all balance sheets, earnings
statements and other financial data on Borrower and/or VVI which have been
or may be furnished to Lender fairly represent the financial condition of
Borrower and VVI as of the dates and the result of its operations for the
periods for which the same are furnished. All other information, reports and
other date furnished to Lender are, or will be at the time they are
furnished, complete, accurate and correct in all material respects.
7.10. Additional Documents. Borrower and VVI will execute and
deliver to Lender all additional instruments or documents and do all things
which Lender from time to time may deem necessary or convenient to carry into
effect the provisions of this Agreement.
7.11. Organization. Borrower and VVI is duly organized,
existing and in good standing in the state of its incorporation, has complied
with all applicable provisions of state law, including, without limitation,
those with respect to filing of an assumed business name.
7.12. Authority. The execution, delivery and performance of
this Agreement are within Borrower's and VVI's power, have been duly
authorized, and are not in conflict with law or the terms of any charter or
by-law.
8. Location and Care of Collateral. Borrower and/or VVI will keep the
Collateral and the books and records evidencing the existence of Accounts at
one or more of the addresses given for Borrower in this Agreement and such
Collateral and records will not be removed therefrom without Lender's prior
written consent or as otherwise permitted by this Agreement. Borrower and
VVI will keep in effect all licenses, permits and franchises required by law
or contract relating to Borrower's and VVI's business, property or the
Collateral; keep the Inventory in good repair and be responsible for any loss
or damage to it; pay when due all taxes, license fees and other charges upon
the Collateral or upon Borrower's and VVI's business, property or the income
therefrom; and not misuse, conceal or in any way use or dispose of the
Collateral unlawfully or contrary to the provisions of this Agreement or of
any insurance coverage.
9. Further Consideration for Line of Credit. The Parties further agree
that as further consideration for the extension of the Line of Credit
Borrower will deliver to Lender the following:
9.1. ONE MILLION FIVE HUNDRED THOUSAND (1,500,000) shares of common
stock of Voyager Entertainment International, Inc., to which Rule 144 of the
securities laws apply shall be delivered to Lender as follows:
9.1.1. Upon the disbursement of the first FIVE HUNDRED
THOUSAND DOLLARS (U.S. $500,000.00), as delineated in paragraph 6.1, above,
Borrower shall deliver to Lender THREE HUNDRED THOUSAND (300,000) shares of
common stock of Voyager Entertainment International, Inc., to which Rule 144
of the securities laws apply; and
9.1.2. Upon the availability of the disbursement above the
first FIVE HUNDRED THOUSAND DOLLARS (U.S. $500,000.00), as delineated in
paragraph 6.2, above, Borrower shall deliver to Lender ONE MILLION TWO
HUNDRED THOUSAND (1,200,000) shares of common stock of Voyager Entertainment
International, Inc., to which Rule 144 of the securities laws apply.
9.2. An assignable contract for the development of communication
technologies for the Project in an amount of not less than TWO HUNDRED FIFTY
THOUSAND DOLLARS (U.S. $250,000.00); and
9.3. An assignable right of first refusal for the subcontracting
underground utilities work for the Project at market rates.
10. Events of Default. If:
10.1. Borrower and/or VVI defaults in the performance of or
breaches or disputes the applicability to it or the validity as against it of
any of the provisions of this Agreement or any other agreement with Lender,
or defaults in the payment of any Indebtedness;
10.2. A petition in bankruptcy or application for any other
relief under the Bankruptcy Code or any similar federal or state legislation
is filed by or against Borrower and/or VVI;
10.3. A receiver is appointed for the assets or
affairs of Borrower and/or VVI;
10.4. Borrower and/or VVI makes a general assignment for the
benefit of creditors any of the Collateral so to reduce the value of the
Collateral to a level that is less than the value of the unpaid aggregate
amount drawn on the Line of Credit;
10.5. Borrower and/or VVI becomes insolvent; or
10.6. In the opinion of Lender, there is an adverse change in
the financial condition, business operations, ownership or management of
Borrower and/or VVI, which adverse change may or may not amount to a breach
of any other provision of this Agreement, then,
Borrower and/or VVI will immediately pay to Lender all Indebtedness owing by
Borrower then remaining unpaid, whether owing under the terms of this
Agreement or otherwise, together with all costs and expenses, paid or
incurred by Lender in attempting to obtain or enforce payment of the
Indebtedness or of any Account or in the liquidation of any Collateral or in
the prosecution or defense of any action relating to or arising under this
Agreement. Borrower and/or VVI holds Lender harmless and indemnifies Lender
from any loss or liability arising from or in connection with the termination
of any loans or advances, immediate or otherwise, under this Agreement after
the occurrence of any of the events set forth this subsection above (each, an
"Event of Default").
11. Enforcement Procedure. In the event of Borrower's failure to pay
any amount owing to Lender, or the occurrence of any Event of Default, Lender
may, at its sole option and without demand and upon such notice as may be
required by law, do any one or more of the following:
11.1. Require Borrower and/or VVI to assemble the Collateral in
value of up to the amount of the unpaid aggregate amount drawn on the Line of
Credit and make it available to Lender at a place designated by Lender;
11.2. Immediately take possession of the Collateral in value of
up to the amount of the unpaid aggregate amount drawn on the Line of Credit
wherever it may be found, using all necessary force to do so, and Borrower
and/or VVI waives all claims to damages due to or arising from or connected
with any such taking;
11.3. Proceed in the foreclosures of this Agreement; and
11.4. Sell in one or more sales or all of the Collateral in
value of up to the amount of the unpaid aggregate amount drawn on the Line of
Credit at public or private sale with appraisal or having any or all of the
Collateral in value of up to the amount of the unpaid aggregate amount drawn
on the Line of Credit at the place of sale, upon such terms and in such
manner as Lender may determine.
11.5. Prior to any sale, Lender may at its option complete the
processing of any Inventory in value of up to the amount of the unpaid
aggregate amount drawn on the Line of Credit subject to the lien hereof,
repair or recondition the same to such extent as Lender may deem advisable
and any sums expended therefor by Lender will be repaid by Borrower. Lender
may take possession of Borrower's and/or VVI's premises to complete such
processing, repairing and reconditioning, using the facilities and other
property of Borrower and/or VVI to do so, to store any Collateral in value of
up to the amount of the unpaid aggregate amount drawn on the Line of Credit
subject to Lender's security interest and to conduct any sale as provided for
herein, all without compensation to Borrower. Lender may be the purchaser of
any Collateral in value of up to the amount of the unpaid aggregate amount
drawn on the Line of Credit so sold and hold the same thereafter in its own
right absolutely free from any claims of Borrower and/or VVI or right of
redemption thereof.
12. Remedies. The net Proceeds of any sale of the Collateral will be
applied against the Indebtedness. Borrower, without duplication, will
forthwith pay to Lender any deficiency upon demand. Borrower hereby waives
demand of performance, advertisement and presence of property at sale and
Lender is hereby authorized to sell hereunder any evidence of debt it may
hold as security for any Indebtedness of Borrower to Lender in value of up to
the amount of the unpaid aggregate amount drawn on the Line of Credit.
Borrower hereby waives all demands and presentments of any kind or nature.
Borrower hereby waives the right to require Lender to pursue any remedy for
the benefit of Borrower other than as set forth in this Agreement and agrees
that Lender may proceed against Borrower for the amount of Indebtedness owed
by Borrower to Lender without taking any action against any account debtor or
any other party and without selling or otherwise proceeding against or
applying any Collateral it may hold, including, but not limited to, Accounts
and Inventory in value of up to the amount of the unpaid aggregate amount
drawn on the Line of Credit. Borrower authorizes Lender, at Lender's option,
to apply toward the payment of the Indebtedness all balances of any deposit
account in the name of Borrower held by Lender. Lender will have the right
to enforce any or all rights and remedies hereunder cumulatively and
successively or concurrently and any such action will not stop or prevent
Lender from pursuing any further right or remedy which it may have hereunder
or by law.
13. Payment for Expenses.
13.1. Whether or not any transaction hereby contemplated is
consummated, Borrower will pay:
13.1.1. All out-of-pocket expenses incurred by Lender in
connection with the preparation of this Agreement and the making of any loan
hereunder, including, without limitation, the fees, expenses and
disbursements of counsel for Lender; and
13.1.2. All premiums for title insurance, filing and
recording fees and other similar or dissimilar expenses and charges in
connection with any loan hereunder.
13.2. If an Event of Default occurs, Borrower will pay all
reasonable attorneys' fees, allocated costs of in-house counsel and other
expenses incurred by Lender in the enforcement of its rights hereunder,
whether the defaults is ultimately incurred or Lender is obligated to pursue
its remedies hereunder, including, without limitation, such expenses incurred
before legal action, during the pendency of any such legal action and in
connection with any appeal to higher courts arising out of matters associated
herewith.
14. Waiver. The waiver of Lender of any breach of any provision of
this Agreement or warranty or representation herein must be in writing and
will not be construed as a waiver of any subsequent or additional breach.
The failure to exercise any right hereunder by Lender will not operate as a
waiver of such right.
15. Entire Agreement. This Agreement, together with any written
instruments or documents that are referred to in or part of this Agreement,
is the final expression of the understanding of Borrower, VVI and Lender
concerning the subject matter of this Agreement and may not be altered or
amended except with the written consent of each of the parties and may not be
contradicted by evidence of any alleged oral agreement.
16. Status of Parties. Any person or entity who joins in executing
this Agreement and any note or other Agreement to repay the Indebtedness
agrees and expressly assents to the liability or all its property for the
Indebtedness. Any person or entity who joins in executing this Agreement and
who is not otherwise liable for repayment of the Indebtedness agrees only to
those provisions of this Agreement which relate to the grant of the security
interest in the Collateral in value of up to the amount of the unpaid
aggregate amount drawn on the Line of Credit and does not assume, by
execution of this Agreement alone, additional liability for repayment of the
Indebtedness.
17. Change in Name or Form. The liability of Borrower hereunder will
not be affected by a change in the name of Borrower or a change in the form
of Borrower by reason of merger, acquisition or consolidation or by a change
in the type or nature of business carried on by Borrower or any sale, lease
or transfer of any or all of the assets or stock of Borrower.
18. Termination. Borrower or Lender may cancel this Agreement at any
time as to future transactions but any such cancellation will not affect the
obligations of Borrower and/or VVI to Lender with respect to loans granted to
Borrower prior thereto. No cancellation will release the continuing security
interest of Lender in Borrower's and/or VVI's Collateral in value of up to
the amount of the unpaid aggregate amount drawn on the Line of Credit,
including, without limitation, Collateral arising subsequent to such
cancellation, so long as Borrower is indebted to Lender unless Lender, in its
sole discretion, agrees to such release in writing. All agreements,
representations, warranties, and covenants made herein by Borrower and VVI
will survive the execution and delivery of this Agreement and will continue
in effect so long as any Indebtedness is outstanding and unpaid,
notwithstanding any termination of this Agreement.
19. Jurisdiction and Governing Law. This Agreement was negotiated in
Utah and any loan or advance under the Line of Credit will be made in Utah.
Borrower and VVI agrees to submit to the jurisdiction of a court in Utah to
resolve disputes arising under this Agreement. This Agreement shall be
construed and governed by the terms of Utah law.
20. Time. Time is of the essence of this Agreement.
21. Legally Binding. The parties acknowledge that this is a legally
binding Agreement and that each have entered into this Agreement having had
the opportunity to fully review the terms hereof in consultation with legal
counsel. This Agreement shall be binding upon and inure to the benefit of
the respective heirs, executors, administrators, successors and assigns of
the parties. Borrower and VVI may not assign this Agreement or any of its
rights without the prior written consent of Lender.
22. Enforceability. Any provision of this Agreement which is
prohibited or unenforceable in any jurisdiction shall be ineffective to the
extent of such prohibition or unenforceability in such jurisdiction only and
will not invalidate or render unenforceable any other provision of this
Agreement.
23. Paragraph Headings. the paragraph headings are for convenience
only and will not affect the construction hereof.
24. Notices. All notices, demands, correspondence, copies of
correspondence or other documents which are required or permitted to be given
or served hereunder shall be in writing and will be deemed to be served
seventy-two (72) hours after deposit in First Class United States Mail,
postage prepaid and addressed to the parties as follows:
LENDER: Xxx Xxxxx
0000 Xxxxx Xxxx Xxxxxx
Xxxxxxxx Xxxxx, XX 00000
With copies to:
Xxxx Xxxxxx
0000 Xxxxx Xxxxxxx Xxxx.
Xxxxx 000
Xxxx Xxxx Xxxx, XX 00000
BORROWER: Voyager Entertainment International, Inc.
0000 Xxxx Xxxx Xxxxxx
Xxx Xxxxx, XX 00000
Attn.: Xxxxxxx Xxxxxxxx, Xx.
VII: Voyager Ventures, Inc.
0000 Xxxx Xxxx Xxxxxx
Xxx Xxxxx, XX 00000
Attn.: Xxxxxxx Xxxxxxxx, Xx.
IN WITNESS WHEREOF, the parties have caused this Agreement to be duly
executed and delivered as of the date and year first above written.
LENDER:
/s/ XXX XXXXX
___________________________________
XXX XXXXX
BORROWER: VOYAGER ENTERTAINMENT INTERNATIONAL,
INC., a North Dakota corporation
By:/s/ Xxxxxxx Xxxxxxxx
Its:President
VOYAGER VENTURES, INC., a Nevada
VVI: corporation
By:/s/ Xxxxxxx Xxxxxxxx
Its:President
