Exhibit 2
AMENDMENT NO. 1 TO CO-SALE AGREEMENT
Amendment No. 1 (this "Amendment") to the Co-Sale Agreement (the
"Agreement"), dated as of January 4, 2006, among ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇, 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 ▇▇▇▇ ▇. ▇▇▇▇▇, not individually but solely in his capacity as
receiver (the "Circle Receiver") of Circle Trust Company, a Connecticut state
chartered trust bank, made as of January 31, 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
"January 31, 2006" therein are replaced with references to "March 2, 2006" and
(b) all references to "February 28, 2006" therein are replaced with references
to "March 30, 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/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
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▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇, NOT INDIVIDUALLY
BUT SOLELY IN HIS CAPACITY AS
RECEIVER OF NORTHSHORE ASSET
MANAGEMENT, LLC AND RELATED
ENTITIES
/s/ ▇▇▇▇ ▇. ▇▇▇▇▇
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CONNECTICUT BANKING COMMISSIONER
▇▇▇▇ ▇. ▇▇▇▇▇, NOT INDIVIDUALLY BUT
SOLELY IN HIS CAPACITY AS RECEIVER OF
CIRCLE TRUST COMPANY