Exhibit 10.26


 


ASSIGNMENT AND ASSUMPTION


 


This
Assignment and Assumption (this “Assignment and Assumption”) is dated as
of the Effective Date set forth below and is entered into by and between BANC
OF AMERICA LEASING AND CAPITAL, LLC (as successor in interest to Fleet Capital
Corporation) (the “Assignor”) and BANK OF AMERICA, N.A. (the “Assignee”).  Capitalized terms used but not defined herein
shall 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 forth
in Annex 1 attached hereto are hereby agreed to and incorporated herein
by reference and made a part of this Assignment and Assumption as if set forth
herein in full.


 


For
an agreed consideration, the Assignor hereby irrevocably sells and assigns to
the Assignee, and the Assignee hereby irrevocably purchases and assumes from
the Assignor, subject to and in accordance with the Standard Terms and
Conditions and the Agreement, as of the Effective Date inserted by the
Administrative Agent as contemplated below (i) all of the Assignor’s
rights and obligations as a Lender and as Administrative Agent under the
Agreement and any other documents or instruments delivered pursuant thereto to
the extent related to the amount and percentage interest identified below of
all of such outstanding rights and obligations of the Assignor under the
respective facilities identified below (including, without limitation, Letters
of Credit included in such facilities) and (ii) to the extent permitted to
be assigned under applicable law, all claims, suits, causes of action and any
other 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 loan
transactions governed thereby or in any way based on or related to any of the
foregoing, including, but not limited to, contract claims, tort claims,
malpractice claims, statutory claims and all other claims at law or in equity
related 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) above
being referred to herein collectively as, the “Assigned Interest”).  Such sale and assignment is without recourse
to the Assignor and, except as expressly provided in this Assignment and
Assumption, without representation or warranty by the Assignor.  Additionally, concurrently herewith Assignee
is 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

  	
  %

  
								



 


Effective
Date: November 18, 2005


 


The
terms 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 AND
ASSUMPTION


 


STANDARD TERMS AND CONDITIONS FOR


ASSIGNMENT AND ASSUMPTION


 


1.                                       Representations and Warranties.


 


1.1.                              Assignor.  The Assignor (a) represents
and warrants that (i) it is the legal and beneficial owner of the Assigned
Interest, (ii) the Assigned Interest is free and clear of any lien,
encumbrance or other adverse claim and (iii) it has full power and
authority, and has taken all action necessary, to execute and deliver this
Assignment and Assumption and to consummate the transactions contemplated
hereby; and (b) assumes no responsibility with respect to (i) any
statements, warranties or representations made in or in connection with the
Agreement or any other Loan Document, (ii) the execution, legality,
validity, enforceability, genuineness, sufficiency or value of the Loan
Documents or any collateral thereunder, (iii) the financial condition of
the Borrowers, any of their respective Subsidiaries or Affiliates or any other
Person obligated in respect of any Loan Document or (iv) the performance
or observance by the Borrowers, any of their respective Subsidiaries or
Affiliates or any other Person of any of their respective obligations under any
Loan Document.


 


1.2.                              Assignee.  The Assignee (a) represents
and warrants that (i) it has full power and authority, and has taken all
action necessary, to execute and deliver this Assignment and Assumption and to
consummate the transactions contemplated hereby and to become a Lender under
the Agreement, (ii) it meets all requirements of an eligible assignee
under the Agreement (subject to receipt of such consents as may be required
under the Agreement), (iii) from and after the Effective Date, it shall be
bound by the provisions of the Agreement as a Lender thereunder and, to the
extent of the Assigned Interest, shall have the obligations of a Lender
thereunder, (iv) it has received a copy of the Agreement, together with
copies of the most recent financial statements delivered pursuant to Section 8.1.3
thereof, as applicable, and such other documents and information as it has
deemed appropriate to make its own credit analysis and decision to enter into
this Assignment and Assumption and to purchase the Assigned Interest on the
basis of which it has made such analysis and decision independently and without
reliance on the Administrative Agent or any other Lender, and (v) attached
hereto is any documentation required to be delivered by it pursuant to the
terms of the Agreement, duly completed and executed by the Assignee; and (b) agrees
that (i) it will, independently and without reliance on the Administrative
Agent, the Assignor or any other Lender, and based on such documents and
information as it shall deem appropriate at the time, continue to make its own
credit decisions in taking or not taking action under the Loan Documents, and (ii) it
will perform in accordance with their terms all of the obligations which by the
terms of the Loan Documents are required to be performed by it as a Lender.


 


2.                                       Payments.  From and after the Effective
Date, the Administrative Agent shall make all payments in respect of the
Assigned Interest (including payments of principal, interest, fees and other
amounts) to the Assignee whether such amounts have accrued prior to or on or
after the Effective Date. The Assignor and the Assignee shall make all
appropriate adjustments in payments by the Administrative Agent for periods
prior to the Effective Date or with respect to the making of this assignment
directly between themselves.


 


3.                                       General Provisions.  This
Assignment 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 be
executed in any number of counterparts, which together shall constitute one
instrument.  Delivery of an executed
counterpart of a signature page of this Assignment and Assumption by
telecopy shall be effective as delivery of a manually executed counterpart of
this Assignment and


 


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


 


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