Exhibit 10.1
January 1, 2003
PRIVATE AND CONFIDENTIAL
AHC I Acquisition Corp.
c/o DLJ Merchant Banking II, Inc.
00 Xxxxxxx Xxxxxx
Xxx Xxxx, XX 00000-0000
Attention: Xxxxx Xxxxxxx
Ladies and Gentlemen:
Reference is made to the letter agreement (the "Agreement"), dated December
12, 1997, between AHC I Acquisition Corp. (which together with its subsidiaries
is hereinafter referred to as the "Company") and Xxxxxxxxx, Lufkin & Xxxxxxxx
Securities Corporation ("DLJ"). Capitalized terms used but not defined herein
have the meanings given thereto in the Agreement.
It is hereby agreed that, notwithstanding anything contained in the
Agreement to the contrary, (i) all references to Xxxxxxxxx, Lufkin & Xxxxxxxx
Securities Corporation or DLJ shall be deemed to be references to Credit Suisse
First Boston Corporation ("CSFB Corp.") and DLJ shall hereafter not be a party
to the Agreement, (ii) the Engagement Period shall continue through December 31,
2003, and shall be extended automatically and without further action by the
parties for additional successive terms of one (1) year each, unless otherwise
terminated by either party in writing within 60 days prior to the expiration of
the initial term or the applicable renewal term and (iii) effective as of
January 1, 2003, the annual advisory fee payable by the Company to CFSB Corp.
shall be increased from $250,000 to $400,000, payable quarterly in equal
installments of $100,000, payable March 31, June 30, September 30 and December
31 of each year.
Except as herein expressly amended, the Agreement shall remain in full
force and effect in accordance with its terms.
After reviewing this letter, please confirm that the foregoing is in
accordance with your understanding by signing and returning to me the duplicate
of this
letter attached hereto, whereupon it shall constitute a binding amendment to the
Agreement.
Very truly yours,
CREDIT SUISSE FIRST BOSTON
CORPORATION
By: /s/ Xxxxxx Xxxx
---------------------------
Name: Xxxxxx Xxxx
Title: Director
Accepted and agreed to:
AHC I ACQUISITION CORP.
By: /s/ Xxxxx Xxxxxxxx
-------------------------
Name: Xxxxx Xxxxxxxx
Title: Vice President
