Exhibit 10.5
SECOND AMENDMENT TO LOAN AND SECURITY AGREEMENT
THIS AMENDMENT TO LOAN AND SECURITY AGREEMENT and REVOLVING
PROMISSORY
NOTE (the "Second Amendment") is entered into this 25th day of April, 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 DAN FUGAL, an individual ("Lender"), sometimes hereinafter referred to individually as
a "Party" or collectively as the "Parties."
1. The Parties agree to modify the recitals of that certain Loan and Security Agreement dated November 15,
2002 (the "Agreement"), as amended by agreement on February 15, 2003 as follows:
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.
WHEREAS, Borrower has been unable to secure the Credit Enhancement through the efforts of RRI and
therefore has been required to continue its best efforts to secure the needed financing for the Project;
WHEREAS, Lender understands that Borrower is in need of sufficient funds to maintain its business operations
as