EXHIBIT 10.3
FIFTH AMENDMENT
to that certain
LOAN AGREEMENT
by and between
VPGI Corp. and Trident Growth Fund, L.P. (November 10, 2004)
This Fifth 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 6th day of November, 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 again on February 2, 2006 to
increase the Loan Amount by an additional $100,000; and again on June 27,
2006 to increase the Loan Amount by an additional $100,000; and
WHEREAS, Lender has requested and Borrower has agreed to revise terms of the
Agreement relating to conversion into common stock of the outstanding
principal and accrued interest due and owing under the Agreement; and
NOW, THEREFORE, the parties have agreed to amend the Loan Agreement 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. Conversion. The Loan Agreement shall be amended by deleting the
current Section 2.4 of the Agreement and inserting a new Section 2.4, as
follows:
"2.4 Conversion. The Conversion Price is $0.25 per share."
and everywhere in the Loan Agreement, Convertible Notes, and other ancillary
documents where reference is made to the Conversion Price, directly or
indirectly, such term or reference shall be amended and modified
accordingly.
3. Terms of Loan Agreement Unchanged. Except as set forth or contemplated
herein, the remaining terms of the Loan Agreement, Convertible Notes, and
other ancillary documents shall remain in effect as set forth therein.
4. 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.
5. 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.
6. 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.
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/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇
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▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇,
Chief Executive Officer
