Exhibit 10.10
EXECUTION COPY
[CSFB LLC LETTERHEAD]
April 27, 2004
PRIVATE AND CONFIDENTIAL
DLJ Merchant Banking II, Inc.
00 Xxxxxxx Xxxxxx
Xxx Xxxx, XX 00000
AHC I Acquisition Corp.
c/o DLJ Merchant Banking II, Inc.
00 Xxxxxxx Xxxxxx
Xxx Xxxx, XX 00000
Re: Arcade Holding Corporation
Ladies and Gentlemen:
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 Xxxxxxxxx, Xxxxxx &
Xxxxxxxx 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.
Subject to the following paragraph, CSFB hereby assigns as of the date hereof
all of its rights and obligations under the Agreement to DLJ Merchant Banking
II, Inc. ("Merchant Banking"), and Merchant Banking hereby assumes as of the
date hereof all of the rights and obligations of CSFB under the Agreement. The
Company hereby consents to such assignment and assumption, and from and after
the date hereof, the Company shall pay to Merchant Banking the advisory fee
contemplated by the Agreement.
Notwithstanding the foregoing, in the event the Company determines to pursue any
Transaction during the term of the Agreement, CSFB shall retain the right to act
as the Company's exclusive financial advisor, sole placement agent, sole initial
purchaser or sole managing underwriter or sole dealer-manager (the "Transaction
Services"), as the case may be, with respect to each such Transaction, and CSFB
shall retain the right to receive fees in exchange for such Transaction
Services. Additionally, CSFB and its affiliates shall have the rights and
benefits provided by the indemnity set forth on Schedule I to the Agreement (in
addition to, and not to the exclusion of, Merchant Banking) for (i) any advisory
services rendered or failed to be rendered by CSFB to the Company pursuant to
the Agreement prior to the date hereof and (ii) any Transaction Services
rendered or failed to be rendered by CSFB to the Company pursuant to the
Agreement prior to the date hereof.
Please confirm your agreement with the foregoing by signing in the space
indicated below and returning an executed copy of this letter to CSFB.
Very truly yours,
CREDIT SUISSE FIRST BOSTON LLC
By: /s/ Xxxx Xxxxxx
--------------------------
Name: Xxxx Xxxxxx
Title: Managing Director
Accepted and agreed to
this 27th day of April, 2004
DLJ MERCHANT BANKING II, INC.
By: /s/ Xxxxxxx Xxxxxx
-------------------------
Name: Xxxxxxx Xxxxxx
Title: Principal
Acknowledged and agreed to
this 27th day of April, 2004
AHC I ACQUISITION CORP.
By: /s/ Xxxxxxx X. Xxxxx
--------------------------
Name: Xxxxxxx X. Xxxxx
Title: Chief Financial Officer
