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EXHIBIT 2.6
AMENDMENT TO ASSIGNMENT AND ASSUMPTION AGREEMENT
This AMENDMENT TO ASSIGNMENT AND ASSUMPTION AGREEMENT (this
"Amendment") is made by and between Xxxxxx X. Xxxxxxxxx ("Xxxxxxxxx") and ING
Pilgrim Capital Corporation, LLC, a Delaware limited liability company
("Assignee").
WHEREAS, Xxxxxxxxx and Assignee have entered into an Assignment and
Assumption Agreement dated as of March 19, 2001 (the "Assignment"; terms used
herein and not otherwise defined shall have the respective meanings set forth in
the Assignment); and
WHEREAS, Xxxxxxxxx and Assignee desire to amend the Assignment and
recognize that this Amendment is necessary in order to consummate the
transactions contemplated by the Purchase Agreement;
NOW, THEREFORE, for good and valuable consideration set forth herein
and in the Assignment. the parties hereto do hereby agree to amend the
Assignment as follows:
1. Xxxxxxxxx and Assignee hereby add the following Sections 4 and 5 to the
Assignment:
4. Certain Confirmations. Assignee confirms that it is bound by
the transfer restrictions under Section 6.6 of the Purchase
Agreement as if Assignee were the Buyer under the Purchase
Agreement. Assignee also confirms that it and its Subsidiaries
(as defined in the Purchase Agreement) are bound by the
standstill provisions of Section 6.9 of the Purchase Agreement
as if Assignee were the Buyer under the Purchase Agreement (it
being recognized that this confirmation does not pertain to
any Affiliate or Associate (as such terms are defined in the
Purchase Agreement) other than its Subsidiaries).
5. Voting and Disposition. Assignee agrees not to communicate
with any of its Affiliates or Associates regarding the voting
or disposition of the Preferred Stock, and will independently
make all determinations as to voting and disposition of the
Preferred Stock as it deems appropriate.
2. Xxxxxxxxx and Assignee hereby confirm and ratify the Assignment as
amended hereby.
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IN WITNESS WHEREOF, the undersigned have executed this Amendment as of
this 23rd day of March, 2001.
ASSIGNOR:
/s/ Xxxxxx X. Xxxxxxxxx
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XXXXXX X. XXXXXXXXX
ASSIGNEE:
ING PILGRIM CAPITAL CORPORATION, LLC
By: /s/ Xxxxxxx X. Xxxxxx III
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Xxxxxxx X. Xxxxxx III
Senior Vice President
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