EXHIBIT 2
AMENDMENT NO. 1 TO SECOND CO-SALE AGREEMENT
Amendment No. 1 (this "Amendment") to the Second Co-Sale Agreement (the
"Agreement"), dated as of March 31, 2006, among Xxxxxx X. Xxxxxxxxx, not
individually but solely in his capacity as receiver (the "Northshore Receiver")
of Northshore Asset Management, LLC, a Delaware limited liability company, and
certain related entities, including NSCT, LLC, and the Connecticut Banking
Commissioner Xxxx X. Xxxxx, not individually but solely in his capacity as
receiver (the "Circle Receiver") of Circle Trust Company, a Connecticut state
chartered trust bank, is made as of April 28, 2006 by and between the Northshore
Receiver and the Circle Receiver.
WHEREAS, the parties hereto desire to amend the Agreement to extend the
term of the Agreement;
NOW, THEREFORE, for good and valuable consideration, including the mutual
promises and agreements herein made, receipt and sufficiency of which is hereby
acknowledged, and intending to be legally bound hereby, the parties hereto agree
as follows:
1. The Agreement is hereby amended as follows: (a) all references to "April
30, 2006" therein are replaced with references to "June 30, 2006" and (b) all
references to "May 31, 2006" therein are replaced with references to "July 31,
2006".
2. Except as specifically amended above, the Agreement is, and shall
continue to be, in full force and effect and is hereby ratified and confirmed in
all respects.
3. This Amendment may be executed in one or more counterparts, each of
which when executed shall be deemed an original but all of which shall
constitute one and the same instrument.
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IN WITNESS WHEREOF, the parties hereto have duly executed this Amendment as
of the date written above.
/s/ Xxxxxx X. Xxxxxxxxx
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XXXXXX X. XXXXXXXXX, NOT INDIVIDUALLY
BUT SOLELY IN HIS CAPACITY AS RECEIVER
OF NORTHSHORE ASSET MANAGEMENT, LLC AND
RELATED ENTITIES
/s/ Xxxx X. Xxxxx
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CONNECTICUT BANKING COMMISSIONER
XXXX X. XXXXX, NOT INDIVIDUALLY BUT
SOLELY IN HIS CAPACITY AS RECEIVER OF
CIRCLE TRUST COMPANY
