Amendment No. 1 to Administrative Services Agreement between ML-LEE Acquisition Fund (Retirement Accounts) II, L.P. and ML Fund Administrators Inc.

Summary

This amendment updates the Administrative Services Agreement between ML-LEE Acquisition Fund (Retirement Accounts) II, L.P. and ML Fund Administrators Inc. Effective January 1, 2003, the annual administration fee is changed to $200,000 multiplied by an allocation fraction. The amendment also confirms that, despite the Fund being in dissolution, the agreement remains in effect except as modified. Both parties have agreed to these changes and executed the amendment accordingly.

EX-10.5 6 mlleera10k02-b.txt AMENDMENT TO ADMINISTRATIVE AGREEMENT AMENDMENT NO. 1 TO ADMINISTRATIVE SERVICES AGREEMENT AMENDMENT NO. 1 TO ADMINISTRATIVE SERVICES AGREEMENT dated as of February 5, 2003 between ML-LEE ACQUISITION FUND (RETIREMENT ACCOUNTS) II, L.P., a Delaware limited partnership (the "Fund"), and ML FUND ADMINISTRATORS INC., a Delaware corporation ("MLFAI"). W I T N E S S E T H : - - - - - - - - - - WHEREAS, the Fund and MLFAI entered into that certain Administrative Services Agreement, dated as of November 10, 1989 (the "Agreement"); WHEREAS, ML-Lee Acquisition Fund II, L.P., a business development company with the same investment objectives as, and under common control with, the Fund, has similarly retained MLFAI to provide certain administrative services to the Fund; WHEREAS, the parties desire to amend the Agreement in certain respects in order to adjust the compensation of MLFAI; NOW, THEREFORE, in consideration of the premises and subject to the terms and conditions set forth herein, the parties hereto agree as follows: 1. All capitalized terms used herein and not otherwise defined shall have the meanings ascribed to them in the Agreement. 2. Effective as of January 1, 2003, the annual Fund Administration Fee payable by the Fund to MLFAI pursuant to the first sentence of Section 4 of the Agreement shall be the product of $200,000.00 and the Allocation Fraction. 3. MLFAI acknowledges that the Fund is in dissolution. Notwithstanding such dissolution and the provisions of Section 7(d) of the Agreement, the parties hereto agree, except as modified herein, that the Agreement shall remain in full force and effect. [Remainder of Page Intentionally Left Blank] IN WITNESS WHEREOF, the Fund and MLFAI have caused this Amendment No. 1 to Administrative Services Agreement to be duly executed as of the date first above written by their respective officers and representatives. ML-LEE ACQUISITION FUND (RETIREMENT ACCOUNTS) II, L.P. By Mezzanine Investments II, L.P. Managing General Partner By ML Mezzanine II Inc., its General Partner By: /s/ James V. Bruno ------------------ Name: James V. Bruno Title: Vice President ML FUND ADMINISTRATORS INC. By: /s/ James V. Bruno ------------------ Name: James V. Bruno Title: Vice President