CSFB LLC LETTERHEAD] April 27, 2004 PRIVATE AND CONFIDENTIAL DLJ Merchant Banking II, Inc. 11 Madison Avenue New York, NY 10010 AHC I Acquisition Corp. c/o DLJ Merchant Banking II, Inc. 11 Madison Avenue New York, NY 10010 Re: Arcade Holding...Letter Agreement • September 1st, 2004 • Aki Inc • Perfumes, cosmetics & other toilet preparations
Reference is hereby made to that certain letter agreement dated December 12, 1997 (the "Agreement"), a copy of which is attached hereto, between Credit Suisse First Boston LLC, as successor to the interests of Donaldson, Lufkin & Jenrette Securities Corporation under the Agreement ("CSFB"), and AHC I Acquisition Corp. (the "Company"). Capitalized terms used and not otherwise defined herein shall have the meanings assigned to such terms in the Agreement.
Exhibit 2.1 AGREEMENT AND PLAN OF MERGER Dated as of July 21, 2004Merger Agreement • September 1st, 2004 • Aki Inc • Perfumes, cosmetics & other toilet preparations • New York
July 20, 2004 PRIVATE AND CONFIDENTIAL AHC I Acquisition Corp. c/o DLJ Merchant Banking II, Inc. 11 Madison Avenue New York, NY 10010 Ladies and Gentlemen: Reference is hereby made to that certain Letter Agreement Assignment (the "Assignment"), dated...Letter Agreement Assignment • September 1st, 2004 • Aki Inc • Perfumes, cosmetics & other toilet preparations
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.
