CREDIT First Boston CSFB PRIVATE EQUITY, INC.

Exhibit 10.2

CREDIT	First Boston	CSFB  PRIVATE  EQUITY, INC.
SUISSE	Private Equity
		Eleven Madison Avenue	Tel   0  000 000 0000
		Xxx Xxxx, XX 00000-0000	xxx.xxxx.xxx
		September 23, 2004

Xxxxxxx Holdings (N.A.), Inc.

Xxxxxxx Group, Inc.

000 Xxxx Xxxxxxxx Xxxxxx

Xxxxxxx, XX 00000-0000

Attention: Xxxxxxx Xxxx

Ladies and Gentlemen:

Reference is hereby made to that certain letter agreement dated July 23, 1999 (as amended heretofore, the “Letter Agreement”) between DLJ Merchant Banking II, Inc., as successor in interest to Xxxxxxxxx, Lufkin & Xxxxxxxx Securities Corporation, (“DLJMB”) and each of you (collectively, the “Company”) pursuant to which the Company pays certain fees to DLJMB for financial advisory services.

Please acknowledge below our agreement that the Engagement Period (as defined in the Letter Agreement) is hereby extended until the earlier of (i) August 15, 2009 and (ii) the date that the DLJ Merchant Banking Funds no longer own in aggregate more than 50% of the equity of the Company or any successor thereto (whether by merger, consolidation, securities purchase or otherwise).  Such extension shall apply to each other provision of the Letter Agreement except for the Company’s obligation to engage Credit Suisse First Boston, LLC, as the Company’s exclusive financial advisor, placement agent, initial purchaser, managing underwriter or dealer manager with respect to any Transaction (as defined in the Letter Agreement), which provision shall expire in accordance with the terms of the initial Letter Agreement in August 2004.  The Company shall therefore have the right to select such institution as the Company deems appropriate to act in connection with any Transaction.

	DLJ Merchant Banking II, Inc.
	By:	/s/
		Name:	Xxxxxxx Xxxxxx
		Title:	Director

Acknowledged by:

Xxxxxxx Holdings (N.A.), Inc.

By:	/s/
	Name: Xxxxxx X. Xxxxx
	Title:      Treasurer

Xxxxxxx Group, Inc.

By:	/s/
	Name: Xxxxxx X. Xxxxx
	Title:   Treasurer