EX-10 4 exhibit10_11for063004.txt Exhibit 10.11 EXECUTION COPY DLJ Merchant Banking II, Inc. 11 Madison Avenue New York, NY 10010 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 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 Donaldson, Lufkin & Jenrette 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/ Michael Isikow ------------------------- Name: Michael Isikow Title: Principal ACCEPTED AND AGREED AHC I ACQUISITION CORP. By: /s/ Kenneth A. Budde -------------------------------- Name: Kenneth A. Budde Title: Chief Financial Officer Date: July 20, 2004