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EXHIBIT 2.6
AMENDMENT TO THE
PARTNERSHIP INTEREST PURCHASE AGREEMENT
This AMENDMENT (this "Amendment") dated as of August 30, 1995, to the
PARTNERSHIP INTEREST PURCHASE AGREEMENT (the "Agreement"), dated as of June 6,
1995, by and among Affiliated Managers Group, Inc., a Delaware corporation
("AMG"), Mesirow Asset Management, Inc., an Illinois corporation ("MAMI"),
Mesirow Financial Holdings, Inc., a Delaware corporation ("Mesirow Holdings"),
Skyline Asset Management, L.P., a Delaware corporation, certain managers of MAMI
and the management corporations named therein, is made by and among Mesirow
Holdings and AMG. Capitalized terms used herein and not otherwise defined shall
have the meanings set forth in the Agreement.
WHEREAS, Section 10.6 of the Agreement provides that Agreement may be
amended by the written consent of Mesirow Holdings and AMG; and
NOW, THEREFORE, the parties agree as follows:
1. The introductory clause of Section 2.23(b) of the Agreement shall be
deleted in its entirety and replaced with the following:
"The reorganization of Mesirow Growth Fund, as described in Section
6.13, and the consummation of the transactions contemplated in connection
with such reorganization, do not and will not:"
2. Section 6.13 of the Agreement (Termination of Mesirow Growth Fund)
shall be deleted in its entirety and replaced with the following
"6.13 Reorganization of Mesirow Growth Fund.
(a) At or prior to the Closing, (i) Mesirow Growth Fund shall
have obtained approval of the Amendment and Dissolution Agreement of
Mesirow Growth Fund by Mesirow Financial as the general partner and by
holders of a majority of the units of limited partnership of Mesirow
Growth Fund then outstanding; (ii) Mesirow Financial, as general partner
of Mesirow Growth Fund, shall have adopted and implemented the Plan of
Reorganization dated August 31, 1995 (the "Plan of Reorganization"), in
accordance with the terms and provisions of the Mesirow Growth Fund
Amended and Restated Agreement of Limited Partnership dated as of May 5,
1992 (the "Mesirow Growth Fund Limited Partnership Agreement") as further
amended by the Amendment and Dissolution Agreement and in accordance with
applicable law; (iii) Mesirow Financial shall have filed a certificate of
formation of Skyline Growth Fund, L.L.C., a Delaware limited liability
company ("Skyline LLC"); (iv) Mesirow Growth Fund shall have executed a
Limited Liability Company Agreement for Skyline LLC; (v) Mesirow Growth
Fund shall have taken all action to
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approve the Plan of Reorganization and the transaction contemplated
hereby; (vi) Mesirow Growth Fund and Mesirow Financial shall have executed
all documents required to implement the Plan of Reorganization and
delivered such executed documents into escrow held by Xxxx, Xxxx & Xxxxx
pending final determination of the net asset value of Mesirow Growth Fund
at the close of business on the Closing Date, which escrow shall not be
rescinded or revoked without the agreement of AMG and the Partnership.
(b) At or prior to the Closing, Skyline LLC and the
Partnership shall have entered into an investment advisory agreement in
the form attached hereto as Exhibit 6.13(b), which will become effective
immediately after the consummation of the transactions contemplated by the
Plan of Reorganization."
3. Section 8.14 of the Agreement shall be deleted in its entirety and
replaced with the following:
"Section 8.14 Mesirow Growth Fund. The Mesirow Entities shall use
all commercially reasonable efforts to consummate the transactions
contemplated by the Plan of Reorganization."
4. This Amendment 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. This Amendment shall be construed under and
governed by the internal laws of the State of Delaware, without giving effect to
the choice or conflicts of law provisions thereof. This Amendment shall be
binding upon and inure to the benefit of the parties hereto and their respective
successors and assigns.
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IN WITNESS WHEREOF, the parties hereto have duly executed and delivered
this Amendment as of the date first above written.
AFFILIATED MANAGERS GROUP, INC.,
a Delaware corporation
By:/s/ Xxxxxxx X. Xxxxxx
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Name: Xxxxxxx X. Xxxxxx
Title: Assistant Vice President
MESIROW FINANCIAL HOLDINGS,
INC., a Delaware corporation
By:/s/ Xxxx X. Xxxxxxxxxx
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Name: Xxxx X. Xxxxxxxxxx
Title: Executive Vice President
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