Exhibit 10.11
EXECUTION COPY
DLJ Merchant Banking II, Inc.
00 Xxxxxxx Xxxxxx
Xxx Xxxx, XX 00000
July 20, 2004
PRIVATE AND CONFIDENTIAL
AHC I Acquisition Corp.
c/o DLJ Merchant Banking II, Inc.
00 Xxxxxxx Xxxxxx
Xxx Xxxx, XX 00000
Ladies and Gentlemen:
Reference is hereby made to that certain Letter Agreement Assignment (the
"Assignment"), dated April 27, 2004, from Credit Suisse First Boston LLC to DLJ
Merchant Banking II, Inc. ("DLJMB") of the Letter Agreement, dated December 12,
1997 (the "Agreement"), between Credit Suisse First Boston LLC (as successor to
the interests of Xxxxxxxxx, Xxxxxx & Xxxxxxxx Securities Corporation under the
Agreement) ("CSFB") and AHC I Acquisition Corp. (the "Company").
Pursuant to the terms of the Agreement and the Assignment, the Company hereby
agrees to pay DLJMB a one-time fee (the "Financial Advisory Fee") of two million
dollars ($2,000,000) in consideration for financial advisory services rendered
to the Company by DLJMB in connection with the consummation of the transactions
contemplated by the Merger Agreement (the "Merger Agreement"), dated July 20,
2004, by and among the Company, AHC Merger, Inc. and Fusion Acquisition LLC.
Payment of such Financial Advisory Fee shall be made by the Company to DLJMB
immediately upon the closing under the Merger Agreement.
Very truly yours,
DLJ MERCHANT BANKING II, INC.
By: /s/ Xxxxxxx Xxxxxx
-------------------------
Name: Xxxxxxx Xxxxxx
Title: Principal
ACCEPTED AND AGREED
AHC I ACQUISITION CORP.
By: /s/ Xxxxxxx X. Xxxxx
--------------------------------
Name: Xxxxxxx X. Xxxxx
Title: Chief Financial Officer
Date: July 20, 2004
