**Exhibit 10.26**

 

**ASSIGNMENT AND ASSUMPTION**

 

ThisAssignment and Assumption (this “Assignment and Assumption”) is dated asof the Effective Date set forth below and is entered into by and between BANCOF AMERICA LEASING AND CAPITAL, LLC (as successor in interest to Fleet CapitalCorporation) (the “Assignor”) and BANK OF AMERICA, N.A. (the “Assignee”).  Capitalized terms used but not defined hereinshall have the meanings given to them in the Agreement identified below (the “Agreement”),receipt of a copy of which is hereby acknowledged by the Assignee.  The Standard Terms and Conditions set forthin Annex 1 attached hereto are hereby agreed to and incorporated hereinby reference and made a part of this Assignment and Assumption as if set forthherein in full.

 

Foran agreed consideration, the Assignor hereby irrevocably sells and assigns tothe Assignee, and the Assignee hereby irrevocably purchases and assumes fromthe Assignor, subject to and in accordance with the Standard Terms andConditions and the Agreement, as of the Effective Date inserted by theAdministrative Agent as contemplated below (i) all of the Assignor’srights and obligations as a Lender and as Administrative Agent under theAgreement and any other documents or instruments delivered pursuant thereto tothe extent related to the amount and percentage interest identified below ofall of such outstanding rights and obligations of the Assignor under therespective facilities identified below (including, without limitation, Lettersof Credit included in such facilities) and (ii) to the extent permitted tobe assigned under applicable law, all claims, suits, causes of action and anyother right of the Assignor (in its capacity as a Lender) against any Person,whether known or unknown, arising under or in connection with the Agreement,any other documents or instruments delivered pursuant thereto or the loantransactions governed thereby or in any way based on or related to any of theforegoing, including, but not limited to, contract claims, tort claims,malpractice claims, statutory claims and all other claims at law or in equityrelated to the rights and obligations sold and assigned pursuant to clause (i) above(the rights and obligations sold and assigned pursuant to clauses (i) and (ii) abovebeing referred to herein collectively as, the “Assigned Interest”).  Such sale and assignment is without recourseto the Assignor and, except as expressly provided in this Assignment andAssumption, without representation or warranty by the Assignor.  Additionally, concurrently herewith Assigneeis hereby named as Administrative Agent.

 
| 1.     |   | Assignor:             |   | BANC OF AMERICA LEASING AND CAPITAL, LLC (as successor in interest to  Fleet Capital Corporation)                                                                                                                                                                                                                  |
|--------|--------|-----------------------|--------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |   |                  |   |                                                                                                                                                                                                                                                                                                               |
| 2.     |   | Assignee:             |   | BANK OF AMERICA, N.A.                                                                                                                                                                                                                                                                                              |
|   |   |                  |   |                                                                                                                                                                                                                                                                                                               |
| 3.     |   | Borrowers:            |   | CHANNELL COMMERCIAL CORPORATION, a Delaware corporation                                                                                                                                                                                                                                                            |
|   |   |                  |   | CHANNELL COMMERCIAL CANADA INC., an Ontario corporation                                                                                                                                                                                                                                                            |
|   |   |                  |   | CHANNELL COMMERCIAL EUROPE LIMITED, a limited liability company organized  under the laws of England and Wales                                                                                                                                                                                                     |
|   |   |                  |   | CHANNELL LIMITED, a limited liability company organized under the  laws of England and Wales                                                                                                                                                                                                                       |
|   |   |                  |   |                                                                                                                                                                                                                                                                                                               |
| 4.     |   | Administrative Agent: |   | BANK OF AMERICA, N.A.                                                                                                                                                                                                                                                                                              |
|   |   |                  |   |                                                                                                                                                                                                                                                                                                               |
| 5.     |   | Agreement:            |   | Loan and Security Agreement dated as of September 25, 2002,  among the Borrowers, the Lenders party thereto, Administrative Agent, BABC  Global Finance Inc., fka Fleet Capital Global Finance, successor-in-interest  to Fleet Capital Canada Corporation, as Canadian Agent, and Bank of America,  N.A., as |

 

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|   |   |               |   | successor-in-interest to Fleet National Bank, London U.K. Branch,  which traded as FleetBoston Financial, as UK Agent (either as originally  executed, or as it may from time to time be supplemented, modified, amended,  restated or extended). |
|--------|--------|--------------------|--------|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |   |               |   |                                                                                                                                                                                                                                              |
| 6.     |   | Assigned Interest: |   |                                                                                                                                                                                                                                              |

 
| **Aggregate Amount of  Domestic Revolving  Credit Commitments  for all Lenders** | ** **    | **Amount of  Commitment/Loans  Assigned** | ** ** | **Percentage  Assigned of  Commitment/Loans** | ** ** |
|----------------------------------------------------------------------------------|---------------|-------------------------------------------|------------|-----------------------------------------------|------------|
|                                                                             |          |                                      |       |                                          |       |
| $                                                                                | 25,000,000.00 |                                      | $          | 25,000,000.00                                 |       | 100.00 | % |
|                                                                                  |               |                                           |            |                                               |            |  |  |

 

EffectiveDate: November 18, 2005

 

Theterms set forth in this Assignment and Assumption are hereby agreed to:

 
|   | ASSIGNOR                                                                                           |
|--------|----------------------------------------------------------------------------------------------------|
|   |                                                                                               |
|   | BANC OF AMERICA LEASING AND  CAPITAL, LLC (as successor in interest to Fleet  Capital Corporation) |
|   |                                                                                               |
|   | By:                                                                                                | /s/ John Tolle |   |
|   | Name: John Tolle                                                                                   |
|   | Title:   Vice President                                                                  |
|   |                                                                                               |
|   |                                                                                               |
|   | ASSIGNEE                                                                                           |
|   |                                                                                               |
|   | BANK OF AMERICA, N.A.                                                                              |
|   |                                                                                               |
|   | By:                                                                                                | /s/ Matthew R.  Van Steenhuyse |   |
|   | Name: Matthew R. Van Steenhuyse                                                                    |
|   | Title:   Senior Vice President                                                           |   |

 

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Consented to and Accepted:

 
| BANK OF AMERICA, N.A.,                                   |                               |
|----------------------------------------------------------|------------------------------------|
| as Administrative Agent                                  |                               |
|                                                     |                               |
| By:                                                      | /s/ Matthew R.  Van Steenhuyse     |   |   |
| Name: Matthew R.  Van Steenhuyse                         |                               |
| Title:   Senior Vice President                 |                               |
|                                                     |                               |
|                                                     |                               |
| Acknowledged by  and Consented to:                       |                               |
|                                                     |                               |
| CHANNELL  COMMERCIAL CORPORATION,                        |                               |
| a Delaware  corporation                                  |                               |
|                                                     |                               |
| By:                                                      | /s/ William H.  Channell, Jr. |   |   |
| Name: William H.  Channell, Jr.                     |                               |
| Title:   President and Chief Executive Officer |                               |
|                                                     |                               |
|                                                     |                               |
| CHANNELL  COMMERCIAL CANADA INC.,                        |                               |
| an Ontario  corporation                                  |                               |
|                                                     |                               |
| By:                                                      | /s/ William H.  Channell, Jr. |   |   |
| Name: William H.  Channell, Jr.                     |                               |
| Title:   President and Chief Executive Officer |                               |
|                                                          |                                    |  |  |  |  |  |

 

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***ANNEX 1 TO ASSIGNMENT ANDASSUMPTION***

 

STANDARD TERMS AND CONDITIONS FOR

ASSIGNMENT AND ASSUMPTION

 

1.                                       Representations and Warranties.

 

1.1.                              Assignor.  The Assignor (a) representsand warrants that (i) it is the legal and beneficial owner of the AssignedInterest, (ii) the Assigned Interest is free and clear of any lien,encumbrance or other adverse claim and (iii) it has full power andauthority, and has taken all action necessary, to execute and deliver thisAssignment and Assumption and to consummate the transactions contemplatedhereby; and (b) assumes no responsibility with respect to (i) anystatements, warranties or representations made in or in connection with theAgreement or any other Loan Document, (ii) the execution, legality,validity, enforceability, genuineness, sufficiency or value of the LoanDocuments or any collateral thereunder, (iii) the financial condition ofthe Borrowers, any of their respective Subsidiaries or Affiliates or any otherPerson obligated in respect of any Loan Document or (iv) the performanceor observance by the Borrowers, any of their respective Subsidiaries orAffiliates or any other Person of any of their respective obligations under anyLoan Document.

 

1.2.                              Assignee.  The Assignee (a) representsand warrants that (i) it has full power and authority, and has taken allaction necessary, to execute and deliver this Assignment and Assumption and toconsummate the transactions contemplated hereby and to become a Lender underthe Agreement, (ii) it meets all requirements of an eligible assigneeunder the Agreement (subject to receipt of such consents as may be requiredunder the Agreement), (iii) from and after the Effective Date, it shall bebound by the provisions of the Agreement as a Lender thereunder and, to theextent of the Assigned Interest, shall have the obligations of a Lenderthereunder, (iv) it has received a copy of the Agreement, together withcopies of the most recent financial statements delivered pursuant to Section 8.1.3thereof, as applicable, and such other documents and information as it hasdeemed appropriate to make its own credit analysis and decision to enter intothis Assignment and Assumption and to purchase the Assigned Interest on thebasis of which it has made such analysis and decision independently and withoutreliance on the Administrative Agent or any other Lender, and (v) attachedhereto is any documentation required to be delivered by it pursuant to theterms of the Agreement, duly completed and executed by the Assignee; and (b) agreesthat (i) it will, independently and without reliance on the AdministrativeAgent, the Assignor or any other Lender, and based on such documents andinformation as it shall deem appropriate at the time, continue to make its owncredit decisions in taking or not taking action under the Loan Documents, and (ii) itwill perform in accordance with their terms all of the obligations which by theterms of the Loan Documents are required to be performed by it as a Lender.

 

2.                                       Payments.  From and after the EffectiveDate, the Administrative Agent shall make all payments in respect of theAssigned Interest (including payments of principal, interest, fees and otheramounts) to the Assignee whether such amounts have accrued prior to or on orafter the Effective Date. The Assignor and the Assignee shall make allappropriate adjustments in payments by the Administrative Agent for periodsprior to the Effective Date or with respect to the making of this assignmentdirectly between themselves.

 

3.                                       General Provisions.  ThisAssignment and Assumption shall be binding upon, and inure to the benefit of,the parties hereto and their respective successors and assigns.  This Assignment and Assumption may beexecuted in any number of counterparts, which together shall constitute oneinstrument.  Delivery of an executedcounterpart of a signature page of this Assignment and Assumption bytelecopy shall be effective as delivery of a manually executed counterpart ofthis Assignment and

 

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Assumption. This Assignment and Assumption shall be governed by, and construed inaccordance with, the local laws of the State of New York.

 

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