AMENDMENT NO. 1 TO NOTE PURCHASE AGREEMENT

Exhibit 10.2

Riverneck Road, LLC

199 Riverneck Road

Chelmsford, MA 01824

AMENDMENT NO. 1 TO NOTE PURCHASE AGREEMENT

As of December 22, 2005

MASSACHUSETTS MUTUAL LIFE

  INSURANCE COMPANY

C.M. LIFE INSURANCE COMPANY

1295 State Street

Springfield, Massachusetts 01111

Ladies and Gentlemen:

Riverneck Road, LLC , a Delaware limited liability company (the “Company” ), hereby agrees with you as follows:

The Company issued and sold $7,650,000 aggregate principal amount of its 7.30% Senior Secured Notes due November 2, 2014 (the “Notes” , as they may be amended, restated or otherwise modified from time to time), pursuant to that certain Note Purchase Agreement, dated as of October 26, 1999 (as in effect immediately prior to giving effect to the amendments provided for in this Amendment Agreement (as hereinafter defined), the “Existing Note Agreement” , and as amended hereby, the “Note Purchase Agreement” ). The register for the registration and transfer of the Notes indicates that collectively you are currently the holders of the entire outstanding principal amount of the Notes.

Capitalized terms used herein and not otherwise defined herein have the meanings ascribed to them in the Existing Note Agreement.

Subject to Section 5, the Existing Note Agreement is amended as provided for by this Amendment No. 1 to Note Purchase Agreement (the “Amendment Agreement” ) as follows:

(a) Amendment to Definitions. Section 10 of the Existing Note Agreement is hereby amended by:

(i) deleting the definition of “Capital Lease” in its entirety and substituting in lieu thereof the following new definition:

“ Capital Lease ” shall mean, at any time, a lease with respect to which the lessee is required concurrently to recognize the acquisition of an asset and the incurrence of a liability in accordance with GAAP.

(ii) deleting the definition of “Subsidiary” in its entirety and substituting in lieu thereof the following new definition:

“ Subsidiary ” shall mean, as to any Person, any other Person in which such first Person or one or more of its Subsidiaries or such first Person and one or more of its Subsidiaries owns sufficient equity or voting interests to enable it or them (as a group) ordinarily, in the absence of contingencies, to elect a majority of the directors (or Persons performing similar functions) of such second Person, and any partnership or joint venture if more than a 50% interest in the profits or capital thereof is owned by such first Person or one or more of its Subsidiaries or such first Person and one or more of its Subsidiaries (unless such partnership can and does ordinarily take major business actions without the prior approval of such Person or one or more of its Subsidiaries).

(iii) inserting, in alphabetical order, the following new definitions:

“ Capital Lease Obligations ” shall mean, with respect to any Person and a Capital Lease, the amount of the obligation of such Person as the lessee under such Capital Lease which would, in accordance with GAAP, appear as a liability on a balance sheet of such Person.

“ Consolidated EBIT ” shall mean, with respect to any Person and for any period, Consolidated Net Income for such period, plus , to the extent deducted in computing such Consolidated Net Income and without duplication, (a) Consolidated Interest Expense for such period, (b) income tax expense for such period, (c) income (or loss) from extraordinary items and (d) other non-cash charges for such period, all as determined in accordance with GAAP. For purposes of calculating Consolidated EBIT for any period, if during such period such Person shall have acquired or disposed of substantially all of the assets of a Subsidiary, then Consolidated EBIT for such period shall include the pro forma effect of such acquisition or divestiture as if such transaction had occurred at the beginning of the relevant period.

“ Consolidated EBITDA ” shall mean, with respect to any Person and for any period, Consolidated Net Income for such period, plus , to the extent deducted in computing such Consolidated Net Income and without duplication, (a) depreciation and amortization expense for such period, (b) Consolidated Interest Expense for such period, (c) income tax expense for such period, (d) income (or loss) from extraordinary items and (e) other non-cash charges for such period, all as determined in accordance with GAAP. For purposes of calculating Consolidated EBITDA for any period, if during such period such Person shall have acquired or disposed of substantially all of the assets of a Subsidiary, then Consolidated EBITDA for such period shall include the pro forma effect of such acquisition or divestiture as if such transaction had occurred at the beginning of the relevant period.

“ Consolidated Indebtedness ” shall have the same meaning as the defined term “ Indebtedness ” in the Existing Note Agreement and shall include Indebtedness of any Subsidiary.

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“ Consolidated Interest Expense ” shall mean, with respect to any Person and for any period, the gross interest expense of such Person (including imputed interest on Capital Lease Obligations) deducted in the calculation of Consolidated Net Income for such period.

“ Consolidated Net Income ” shall mean, with respect to any Person and any period, the net income (or loss) of such Person and its Subsidiaries for such period (taken as a cumulative whole), as determined in accordance with GAAP, after eliminating all offsetting debits and credits between such Person and its Subsidiaries and all other items required to be eliminated in the course of the preparation of consolidated financial statements of such Person and its Subsidiaries in accordance with GAAP.

“ Consolidated Net Worth ” shall mean, with respect to any Person, as of the date of any determination thereof, the sum of (1) the par value (or value stated on the bo