Exhibit 99.1
AMENDMENT TO CONSTRUCTION LOAN
AGREEMENT
THIS AMENDMENT TO MORTGAGE LOAN
AGREEMENT (this “
Amendment ”) is made and entered into as of the 11th
day of September, 2006 by and between WEBSTER BANK, NATIONAL
ASSOCIATION (f/k/a Webster Bank) a national banking
association, having an office located at 80 Elm Street, New Haven,
Connecticut 06510 (the “ Bank ”), and
TECHNOLOGY DRIVE LLC , a Connecticut limited liability
company, having a principal place of business located at 10
Technology Drive, Wallingford, Connecticut 06492 (the “
Borrower ”).
WHEREAS , this Amendment amends that certain
Construction Loan Agreement dated December 7, 2001 by and
between the Bank and Borrower (the “ Loan Agreement
”). Capitalized terms used in this Amendment and not defined
herein shall have the meanings set forth in the Loan
Agreement.
WHEREAS, Borrower has requested that certain terms and
provisions of the Loan Agreement be amended and Bank has agreed to
amend such terms and provisions pursuant to this
Amendment.
NOW, THEREFORE,
in consideration of the premises and
the mutual covenants and conditions herein contained, the parties
hereby agree as follows:
1. Acknowledgments and
Affirmations. Borrower hereby represents and warrants
that:
(a) Borrower has the power and
authority to enter into this Amendment and the transactions
contemplated herein, and has taken all necessary action to
authorize this Amendment and the transactions contemplated
herein.
(b) With the exception of that
certain Event of Default which was previously waived by the Bank
pursuant to a waiver dated June 14, 2006, no Event of Default
has occurred and is continuing, and no event or condition has
occurred or exists which would constitute an Event of Default but
for the giving of notice or passage of time or both.
(c) The consummation of the
transactions contemplated herein (i) is not prevented or
limited by, nor does it conflict with or result in a breach of the
terms, conditions or provisions of Borrower’s articles of
incorporation or bylaws, or any evidence of indebtedness, agreement
or instrument of whatever nature to which Borrower is a party or by
which it is bound, (ii) does not constitute a default under
any of the foregoing, and (iii) does not violate any federal,
state or local law, regulation or order of any court or agency
which is binding upon Borrower.
(d) Each and every one of the
representations and warranties made by Borrower to Bank in the Loan
Agreement and the schedules and exhibits attached to the Loan
Agreement and Financing Agreements, as amended by this Amendment,
are true and correct in all material respects on and as of the date
hereof except to the extent that any of such representations and
warranties relate, by the express terms thereof, solely to a date
prior hereto.
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(e) Borrower has duly and properly
performed, complied with and observed each of the covenants,
agreements and obligations contained in the Financing Agreements,
as amended by this Amendment.
2.
Amendments
(a) General.
References in the Loan Agreement to “this Agreement”
shall be deemed references to the Loan Agreement as amended and
supplemented by this Amendment and as subsequently
amende
