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AMENDMENT AND CONFIRMATION OF SUBORDINATION AGREEMENT
THIS AMENDMENT AND CONFIRMATION OF SUBORDINATION AGREEMENT dated as of
the 15th of September, 1999 between XXXXXXX PARTNERS, LLC ("GP"), and
Connecticut Innovations, Inc. ("CII").
W I T N E S S E T H:
WHEREAS, GP and CII are parties to a Subordination Agreement (the
"Subordination Agreement") dated as of October 2, 1998, pursuant to which CII
agreed to subordinate its security interest and lien in and to the Subordinated
Collateral, as defined in the Subordination Agreement, granted to it by Xxxxxxx
International, Ltd. ("Xxxxxxx") to the lien and security interest of GP in and
to the Subordinated Collateral granted to it by Xxxxxxx International, Ltd., as
security for the Priority Loan, as defined in the Subordination Agreement; and
WHEREAS, GP has agreed to (i) relend to Xxxxxxx $800,000 which Xxxxxxx had
previously repaid under the Priority Loan bringing the outstanding principal
balance of the Priority Loan back to $4,000,000 and (ii) modify the repayment
terms of the Priority Loan as provided in the Amendment to Loan and Security
Agreement and Term Note dated as of the date hereof between GP and Xxxxxxx (the
"Priority Loan Amendment") (a copy of which Priority Loan Amendment has been
delivered to CII); and
WHEREAS, in connection with GP's entering into the Priority Loan
Amendment, GP and CII have agreed to amend and confirm the Subordination
Agreement as herein provided.
NOW, THEREFORE, GP, CII and, by its consent and acknowledgement hereto,
Xxxxxxx hereby agree as follows:
1. Definitions. All capitalized terms used herein which are not
otherwise defined herein shall have the meanings ascribed to them in the
Subordination Agreement.
2. Amendments to Subordination Agreement.
(i) The term "Priority Loan Agreement" as used in the Subordination
Agreement shall mean the Priority Loan Agreement as modified by the Priority
Loan Amendment and as may be further modified from time to time.
(ii) The term "Priority Note" as used in the Subordination Agreement
shall mean the Priority Note as modified
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by the Priority Loan Amendment and as may be further modified from time to time.
3. Ratification. Except as modified hereby, all of the terms, covenants
and conditions of the Subordination Agreement are hereby confirmed, ratified and
approved in all respects and shall continue in full force and effect.
4. Counterparts. This Agreement may be executed in any number of
counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument.
5. Manner of Execution. Telefacsimile transmissions of any executed
original document and/or retransmission of any executed telefacsimile
transmission shall be deemed to be the same as the delivery of an executed
original. At the request of any party hereto, the other parties shall confirm
telefacsimile transmissions by executing duplicate original documents and
delivering the same to the requesting party or parties.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment and
Confirmation of Subordination Agreement to be duly executed as of the day and
year first above written.
XXXXXXX PARTNERS, LLC
By: ________________________
Name:
Title:
Hereunto Duly Authorized
CONNECTICUT INNOVATIONS, INC.
By: ________________________
Name:
Title:
Hereunto Duly Authorized
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The undersigned acknowledges and accepts the foregoing as of the 1st day
of July, 1999.
XXXXXXX INTERNATIONAL, LTD.
By: ________________________
Name:
Title:
Hereunto Duly Authorized
STATE OF CONNECTICUT :
: SS. October ___, 1999
COUNTY OF :
Personally appeared ____________________, signer and sealer of the
foregoing instrument, personally known to me (or satisfactorily proven) who
acknowledged that he as __________________ of Xxxxxxx Partners, LLC, is duly
authorized to execute said instrument and further acknowledged the same to be
his free act and deed as _____________ of Xxxxxxx Partners, LLC, and the free
act and deed of said Xxxxxxx Partners, LLC, before me, the undersigned officer.
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Name:
Commissioner of the Superior Court
Notary Public
My Commission Expires:
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STATE OF CONNECTICUT :
: SS. Rocky Hill, October ___, 1999
COUNTY OF :
Personally appeared ____________________, signer and sealer of the
foregoing instrument, personally known to me (or satisfactorily proven) who
acknowledged that he as __________________ of Connecticut Innovations, Inc., is
duly authorized to execute said instrument and further acknowledged the same to
be his free act and deed as _____________ of Connecticut Innovations, Inc. and
the free act and deed of said Connecticut Innovations, Inc., before me, the
undersigned officer.
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Name:
Commissioner of the Superior Court
Notary Public
My Commission Expires:
STATE OF CONNECTICUT :
: SS. , October ___, 1999
COUNTY OF :
Personally appeared ____________________, signer and sealer of the
foregoing instrument, personally known to me (or satisfactorily proven) who
acknowledged that he as __________________ of Xxxxxxx International, Ltd., is
duly authorized to execute said instrument and further acknowledged the same to
be his free act and deed as _____________ of Xxxxxxx International, Ltd., and
the free act and deed of said Xxxxxxx International, Ltd., before me, the
undersigned officer.
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Name:
Commissioner of the Superior Court
Notary Public
My Commission Expires:
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