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                                                                   EXHIBIT 10.31

                                                               December 16, 2005

ICG Holdings, Inc.
100 Lake Drive, Suite 4
Pencarder Corporate Center
Newark, DE
19702

Credit Suisse First Boston Capital LLC
Eleven Madison Avenue
New York, NY 10010

External ID: [  ] - Risk ID: [  ]

Dear Sir or Madam,

The purpose of this letter agreement (this "CONFIRMATION") is to confirm the
terms and conditions of the Transaction entered into between us on the Trade
Date specified below (the "TRANSACTION"). Additional terms of the Transaction
will be set forth in a Supplemental Confirmation substantially in the form set
forth in Annex A hereto (the "SUPPLEMENTAL CONFIRMATION"). This Confirmation
constitutes, and upon execution of the Supplemental Confirmation, this
Confirmation together with the Supplemental Confirmation shall constitute a
"Confirmation" as referred to in the Agreement specified below.

In this Confirmation, "CSFB" means Credit Suisse First Boston Capital LLC,
"Counterparty" means ICG Holdings, Inc. and "Agent" means Credit Suisse First
Boston LLC, solely in its capacity as agent for CSFB and Counterparty.

1.    The definitions and provisions contained in the 2000 ISDA Definitions (the
      "2000 DEFINITIONS") and the 2002 ISDA Equity Derivatives Definitions (the
      "2002 DEFINITIONS" and, together with the 2000 Definitions, the
      "DEFINITIONS"), each as published by the International Swaps and
      Derivatives Association, Inc. ("ISDA"), are incorporated into this
      Confirmation and the Supplemental Confirmation. In the event of any
      inconsistency between the 2000 Definitions and the 2002 Definitions, the
      2002 Definitions will govern. In the event of any inconsistency between
      the Definitions and this Confirmation or the Supplemental Confirmation,
      this Confirmation or the Supplemental Confirmation, as the case may be
      will govern. In the event of any inconsistency between this Confirmation
      and the Supplemental Confirmation, the Supplemental Confirmation shall
      govern. The Transaction shall be deemed to be a Share Option Transaction
      within the meaning set forth in the Equity Definitions.

      This Confirmation and the Supplemental Confirmation shall supplement, form
      a part of and be subject to an agreement (the "AGREEMENT") in the form of
      the 1992 ISDA Master Agreement (Multicurrency - Cross Border) (the "ISDA
      FORM"), as published by the International Swaps and Derivatives
      Association, Inc., as if CSFB and Counterparty had executed the ISDA Form
      (without any Schedule thereto) on the date hereof. All provisions
      contained in the Agreement are incorporated into and shall govern this
      Confirmation and the Supplemental Confirmation except as expressly
      modified below. This Confirmation, together with the Supplemental
      Confirmation, evidence a complete and binding agreement between you and us
      as to the terms of the Transaction to which they relate and replace any
      previous agreement between us with respect to the subject matter hereof.
      This Confirmation, together with the Supplemental Confirmation and all

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      other confirmations or agreements between us referencing the ISDA Form,
      shall be deemed to supplement, form part of and be subject to the same,
      single Agreement.

      If there exists any ISDA Master Agreement between CSFB and Counterparty or
      any confirmation or other agreement between CSFB and Counterparty pursuant
      to which an ISDA Master Agreement is deemed to exist between CSFB and
      Counterparty, then notwithstanding anything to the contrary in such ISDA
      Master Agreement, such confirmation or agreement or any other agreement to
      which CSFB and Counterparty are parties, the Transaction shall not be
      considered a Transaction under, or otherwise governed by, such existing or
      deemed ISDA Master Agreement.

2.    THE TERMS OF THE PARTICULAR TRANSACTION TO WHICH THIS CONFIRMATION RELATES
      ARE AS FOLLOWS:

      General Terms:

        Trade Date:              As set forth in the Supplemental Confirmation,
                                 to be the date of completion of CSFB's
                                 Initial Hedge.

        Option Style:            European

        Option Type:             Collar (a combination of a Put and a Call).
                                 Notwithstanding anything to the contrary
                                 herein, this Collar shall constitute a single,
                                 inseparable transaction.

        Put Seller(Call Buyer):  CSFB

        Call Seller (Put Buyer): Counterparty

        Shares:                  Common stock of Blackboard Inc. (the "ISSUER")
                                 (Exchange symbol: "BBBB")

      Number of Options:         As set forth in the Supplemental Confirmation,
                                 the aggregate number of Options to which CSFB's
                                 Initial Hedge relates, as determined by the
                                 Calculation Agent.

        Call Strike Price:       As set forth in the Supplemental Confirmation.

        Put Strike Price:        As set forth in the Supplemental Confirmation.

        Exchange:                NASDAQ

        Related Exchange(s):     All Exchanges.

      Procedures for Exercise:

        Expiration Date:         The final Averaging Date.

        Market Disruption Ev     Section 6.3(a) of the 2002 Definitions is
                                 hereby amended by replacing clause (ii) thereof
                                 in its entirety with the following: "(ii) an
                                 Exchange Disruption, or" and inserting
                                 immediately following clause (iii) thereof the
                                 following: "; in each case that the Calculation
                                 Agent determines is

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                                material."

       Automatic Exercise:      Applicable; provided that "IN-THE-MONEY" means
                                (A) the Relevant Price is less  than the Put
                                Strike Price or (B) the Relevant Price is more
                                than the Call Strike Price.

      Valuation:

       Valuation Date:          The Exercise Date

       Averaging Dates:         The 10 consecutive Scheduled Trading Days
                                starting on the First Averaging Date.

       First Averaging Date:    As set forth in the Supplemental Confirmation.

       Relevant Price:          The arithmetic average of the VWAP Price on each
                                Averaging Date.

       VWAP Price:              On any day, the "Volume Weighted Average Price"
                                per Share on such day, as displayed on Bloomberg
                                Page " AQR" (or any successor thereto) for the
                                Issuer with respect to the period from 9:30 a.m.
                                to 4:00 p.m. (New York City time) on such day,
                                as determined by the Calculation Agent.

       Averaging Date           Modified Postoonement; provided that
       Disruption:              notwithstanding a anything to the contrary in
                                the 2002 Definitions, if a Market Disruption
                                Event occurs on any Averaging Date, the
                                Calculation Agent may determine that such
                                Averaging Date is a Disrupted Day only in part,
                                in which case the Calculation Agent shall make
                                adjustments to the number of Option: for which
                                such day shall be an Averaging Date and shall
                                designate the Scheduled Trading Day determined
                                in the manner described in Section 6.7(c)(iii)
                                of the 2002 Definitions as an Averaging Date for
                                the remaining Options, and shall determine any
                                Settlement Price based on an appropriately
                                weighted average instead of the arithmetic
                                average  described under "Settlement Terms --
                                Settlement Price" below. Such determination and
                                adjustments will be based on, among other
                                factors, the duration of any Market Disruption
                                Event and the  volume, historical trading
                                patterns and price of the Shares.

      Settlement Terms:

       Settlement Method        Applicable
       Election:

       Default Settlement       Cash Settlement
       Method:

       Electing Party:          Counterparty

       Settlement Method        The date that is 10 Scheduled Trading Days prior
       Election

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       Date:                    to the first Averaging Date.

       Settlement Price:        For Cash Settlement, the Relevant Price. For
                                Physical Settlement, (x) if the Relevant Price
                                is less than the Put Strike Price, the Put
                                Strike Price, and (y) if the Relevant Price is
                                greater than the Call Strike Price, the Call
                                Strike Price.

       Settlement Currency:     USD

      Dividends:

       Extraordinary Dividend:  Any dividend or distribution on the Shares
                                (other than any dividend or distribution of the
                                type described in Section 11.2(e)(i) or Section
                                11.2(e)(ii)(A) or (B) of the 2002 Definitions)
                                the amount or value of which differs in amount
                                from the Ordinary Dividend Amount for such
                                dividend or distribution, as determined by the
                                Calculation Agent.

       Ordinary Dividend        USD 0.00 for the first dividend or distribution
       Amount:                  on the Shares for which the ex-dividend date
                                falls within a regular dividend period of the
                                Issuer, and zero for any subsequent dividend or
                                distribution on the Shares for which the
                                ex-dividend date falls within the same regular
                                dividend period of the Issuer.

       Payment Obligation in    In  the  event  of any  Extraordinary Dividend,
       Respect of Extraordinary Counterparty shall make a cash payment to CSFB,
       Dividends:               on the date such Extraordinary Dividend is paid
                                to holders of Shares, in an amount equal to the
                                product of (i) the Number of Shares on the
                                ex-dividend date for such Extraordinary Dividend
                                and (ii) the excess, if any, of the per share
                                amount or value of such Extraordinary Dividend
                                over the Ordinary Dividend Amount for such
                                Extraordinary Dividend, as determined by the
                                Calculation Agent.

      Share Adjustments:

       Potential Adjustment     If an  event occurs that constitutes both a
       Events:                  Potential Adjustment Event under Section
                                11.2(e)(ii)(C) of the 2002 Definitions and a
                                Spin-off as described below, it shall be treated
                                hereunder as a Spin-off and not as a Potential
                                Adjustment Event.

       Method of Adjustment:    Calculation Agent Adjustment

      Spin-off:                 A distribution of New Shares (the "SPIN-OFF
                                SHARES") of a subsidiary of the Issuer (the
                                "SPIN-OFF ISSUER") to holders of the Shares (the
                                "ORIGINAL SHARES"). With respect to a Spin-off,
                                "New Shares" shall have the meaning provided in
                                Section 12.1(i) of the 2002 Definitions except
                                that the

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                                phrase immediately preceding clause (i) thereof
                                shall be replaced by the following:'"New
                                Shares' means ordinary or common shares of the
                                Spin-off Issuer that are, or  that as of the
                                ex-dividend date of such Spin-off are scheduled
                                promptly to be,".

       Consequences of          As of the ex-dividend date of a Spin-off, (i)
       Spin-offs:               "Shares" shall mean the Original Shares and the
                                Spin-off Shares; (ii) the Transaction shall
                                continue but as a Share Basket Option
                                Transaction with a Number of Baskets equal to
                                the Number of Shares prior to such Spin-off, and
                                each Basket shall consist of one Original Share
                                and a number of Spin-off Shares that a holder of
                                one Original Share would have been entitled to
                                receive in such Spin-off; and (iii) the
                                Calculation Agent shall make such adjustments to
                                the exercise, settlement, payment or any other
                                terms of the Transaction as the Calculation
                                Agent determines appropriate to account for the
                                economic effect on the Transaction of such
                                Spin-off (provided that no adjustments will be
                                made to account solely for changes in
                                volatility, expected dividends, stock loan rate
                                or liquidity relevant to the Shares or to the
                                Transaction), which may, but need not, be
                                determined by reference to the adjustment(s)
                                made in respect of such Spin-off by an options
                                exchange to options on the Shares traded on such
                                options exchange. As of the ex-dividend date of
                                any subsequent Spin-off, the Calculation Agent
                                shall make adjustments to the composition of the
                                Basket and other terms of the Transaction in
                                accordance with the immediately preceding
                                sentence.

      Extraordinary Events:

       Consequences of Merger
       Events:

         Share-for-Share:       Calculation Agent Adjustment

         Share-for-Other:       Cancellation and Payment (Calculation Agent
                                Determination)

         Share-for-Combined:    Component Adjustment

       Tender Offer:            Applicable

       Consequences of Tender
       Offers:

         Share-for-Share:       Calculation Agent Adjustment

         Share-for-Other:       Cancellation and Payment (Calculation Agent
                                Determination)

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         Share-for-Combined:    Calculation Agent Adjustment

      Nationalization,          Cancellation and Payment (Calculation Agent
      Insolvency or Delisting:  Determination)

      Additional Disruption
      Events:

      Change in Law:            Applicable

      Failure to Deliver:       Not Applicable

      Insolvency Filing:        Applicable

      Hedging Disruption:       Not Applicable

      Increased Cost of         Not Applicable
      Hedging:

      Loss of Stock Borrow:     Applicable; provided that the phrase "at a rate
                                equal to or less than the Maximum Stock Loan
                                Rate" at the end of the definition of Loss of
                                Stock Borrow shall be deleted.

         Maximum Stock Loan     Not Applicable
         Rate:

      Increased Cost of Stock   Not Applicable
      Borrow:

      Hedging Party:            CSFB

      Determining Party:        CSFB

      Non-Reliance:             Applicable

     Agreements and             Applicable
     Acknowledgments Regarding
     Hedging Activities:

     Additional                 Applicable
     Acknowledgments:

     Credit Support Documents:  Section 4 shall be a Credit Support Document
                                under the Agreement with respect to
                                Counterparty.

                                Guarantee dated May 16, 2001 made by Credit
                                Suisse  First Boston  (USA),  Inc., a Delaware
                                corporation in favor of each and every
                                counterparty to one or more Financial
                                Transactions (as defined therein) with CSFB is a
                                Credit Support Document under the Agreement with
                                respect to CSFB.

     Account Details:

         Payments to CSFB:      To be advised under separate cover prior to the
                                Trade Date

         Payments to            To be advised under separate cover prior to
         Counterparty:          the Trade Date

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         Delivery of Shares to  Credit Suisse First Boston Corp.
         CSFB:                  DTC#: 355
                                Account#: 2HRY60
                                Account Name: CSFB Capital LLC Collateral
                                Management Account

        Office:                 CSFB is acting through its New York Office for
                                the purposes of the Transaction; Counterparty
                                is not a Multibranch Party.

      Calculation Agent:        CSFB. The Calculation Agent will have no
                                responsibility for good faith errors or
                                omissions in any determination under the
                                Transaction.

3.    OTHER PROVISIONS:

   (a) REIMBURSEMENT OBLIGATION:

      Counterparty shall make monthly cash payments to CSFB from time to time in
      an amount sufficient to reimburse CSFB for any costs relating to the
      borrowing of Shares in connection with hedging CSFB's exposure to the
      Transaction.

   (b) TERMINATION BY COUNTERPARTY:

      At any time, Counterparty may terminate the Transaction in whole or in
      part upon 35 Exchange Business Days' prior written notice to CSFB (the
      termination date specified in such notice, the "OPTIONAL TERMINATION
      DATE"). If Counterparty terminates the Transaction in whole, Counterparty
      shall make a cash payment to CSFB (or vice versa, as the case may be) on
      the Optional Termination Date in an amount equal to the amount that would
      be payable under Section 6 of the Agreement if (i) such Optional
      Termination Date were an Early Termination Date (without regard to the
      provisions set forth under "Payment on Early Termination" below), (ii)
      Counterparty were the sole Affected Party and (iii) the Transaction were
      the only Terminated Transaction. If Counterparty terminates the
      Transaction in part, Counterparty shall specify the number of Shares with
      respect to which the Transaction is to be terminated and (a) Counterparty
      shall make a cash payment to CSFB on the Optional Termination Date (or
      vice versa, as the case may be) in an amount equal to the amount that
      would be payable under Section 6 of the Agreement if (i) such Optional
      Termination Date were an Early Termination Date (without regard to the
      provision set forth under "Payments on Early Termination" below), (ii)
      Counterparty were the sole Affected Party and (iii) the Transaction were
      the only Terminated Transaction; provided that (a) for purposes of such
      calculation, the Number of Shares shall be deemed to be such number of
      Shares with respect to which the Transaction is to be terminated, (b) the
      Number of Shares shall be reduced by such number of Shares with respect to
      which the Transaction is to be terminated .

   (c) ADDITIONAL REPRESENTATIONS AND WARRANTIES OF COUNTERPARTY:

      Counterparty hereby represents and warrants to CSFB as of the date hereof
      that:

      (i) Counterparty is an "eligible contract participant" as such term is
          defined in Section 1(a)(12) of the Commodity Exchange Act, as amended.

      (ii) Counterparty is not on the date such representation is given, nor has
           Counterparty been at any time in the three months prior to the date
           of the Term

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           Sheet, an "affiliate", within the meaning of Rule 144 under the
           Securities Act, of the Issuer. Counterparty is not an employee or
           director of the Issuer, and was not on the date of the Term Sheet,
           and is not on the date hereof, in possession of any material
           non-public information regarding the Issuer.

    (iii)  All representations and warranties of Counterparty contained in the
           Term Sheet were true and correct as of the times such representations
           and warranties were made or repeated or deemed to be made or repeated
           under the Term Sheet and Counterparty has performed all of the
           covenants and obligations to be performed by Counterparty on or prior
           to the date hereof under the Term Sheet.

    (iv)   Counterparty is, and shall be as of the date if any payment or
           delivery by Counterparty hereunder, solvent and able to pay its debts
           as they come due, with assets having a fair value greater than
           liabilities and with capital sufficient to carry on the businesses in
           which it engages.

    (v)    Counterparty (A) has timely filed, caused to be timely filed or will
           timely file or cause to be timely filed all material tax returns that
           are required to be filed by it as of the date hereof and (B) has paid
           all material taxes shown to be due and payable on said returns or on
           any assessment made against it or any of its property and all other
           material taxes, assessments, fees, liabilities or other charges
           imposed on it or any of its property by any governmental authority,
           unless in each case the same are being contested in good faith.
           For purposes of determining whether a tax return has been timely
           filed, any extensions shall be taken into account.

    (vi)   Counterparty has not (A) created or permitted to exist any Lien (as
           defined in Section 4 below) upon or with respect to the Collateral
           (as defined in Section 4 below), (B) sold or otherwise disposed of,
           or granted any option with respect to, any of the Collateral or (C)
           entered into or consented to any agreement (other than, in the case
           of clause (x), this Confirmation) (x) that restricts in any manner
           rights of any present or future owner of any Collateral with respect
           thereto or (y) pursuant to which any person other than
           Counterparty, CSFB and any securities intermediary through whom any
           of the Collateral is held (but in the case of any such securities
           intermediary only in respect of Collateral held through it) has or
           will have Control (as defined n Section 4 below) in respect of
           any Collateral.

    (vii)  Other than financing statements or other similar or equivalent
           documents or instruments with respect to the security interests in
           the Collateral created by Section 4 below, no financing statement,
           security agreement or similar or equivalent document or instrument
           covering all or any part of the Collateral is on file or of record
           in any jurisdiction in which such filing or recording would be
           effective to perfect a lien, security interest or other encumbrance
           of any kind on such Collateral.

    (viii) All Collateral consisting of securities and all financial assets
           underlying Collateral consisting of security entitlements (such as
           defined in Section 8-102 of the UCC) at any time pledged hereunder
           is and will be issued by an issuer organized under the laws of the
           United States, any State thereof or the District of Columbia and is
           and will be (i) certificated (and the certificate or certificates in
           respect of such securities or financial assets are and will be
           located in the United States) and registered in the name of
           Counterparty or held through a securities intermediary whose
           securities intermediary's jurisdiction (within the meaning of





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            Section 8-110(e) of the UCC) is located in the United States or (ii)
            uncertificated and either registered in the name of Counterparty or
            held through a securities intermediary whose securities
            intermediary's jurisdiction (within the meaning of Section 8-110(e)
            of the UCC) is located in the United States; provided that this
            representation shall not be deemed to be breached if, at any time,
            any such Collateral is issued by an issuer that is not organized
            under the laws of the United States, any State thereof or the
            District of Columbia, and the parties hereto agree to procedures or
            amendments here to necessary to enable CSFB to maintain a valid and
            continuously perfected security interest in such Collateral, in
            respect of which CSFB will have Control (as defined in Section 4
            below), subject to no prior Lien (as defined in Section 4 below).
            The parties hereto agree to negotiate in good faith any such
            procedures or amendments.

      (ix)  No registration, recordation or filing with any governmental body,
            agency or official is required or necessary for the perfection or
            enforcement of the security interests in the Collateral created by
            Section 4 below, other than the filing of financing statement in any
            appropriate jurisdiction.

      (x)   Counterparty has not performed and will not perform any acts that
            might prevent CSFB from enforcing any of the terms of Section 4 or
            that might limit CSFB in any such enforcement.

(h)   U.S. PRIVATE PLACEMENT REPRESENTATIONS:

      Each of CSFB and Counterparty hereby represents and warrants to the other
      party as of the date hereof that:

      (i)   It is an "accredited investor" (as defined in Regulation D under
            the Securities Act) and has such knowledge and experience in
            financial and business matters as to be capable of evaluating the
            merits and risks of the Transaction, and it is able to bear the
            economic risk of the Transaction.

      (ii)  It is entering into the Transaction for its own account and not with
            a view to the distribution or resale of the Transaction or its
            rights thereunder except pursuant to a registration statement
            declared effective under, or an exemption from the registration
            requirements of, the Securities Act.

(i)   COVENANTS OF COUNTERPARTY:

      (i)   Counterparty is aware of and agrees to be bound by the rules of the
            National Association of Securities Dealers, Inc. ("NASD") applicable
            to option trading and is aware of and agrees not to violate, either
            alone or in concert with others, the position or exercise limits
            established by the NASD.

      (ii)  Counterparty shall notify CSFB immediately of Counterparty's
            intention to (A) purchase Shares or any other security of the Issuer
            with respect to the Transaction in an amount that would cause
            Counterparty to become the beneficial owner, directly or indirectly,
            of more than three (3) percent of the outstanding Shares of any
            equity security of the Issuer, (B) permit any Associated Person of
            Counterparty to accept a position as an officer or director of the
            Issuer, (C) take any action that would cause Counterparty to
            possess, directly or indirectly, the power to direct or cause the
            direction of the management and policies of the Issuer, whether by
            ownership of voting securities, by contract or otherwise or (D) take
            any other action that could


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            reasonably be expected to result in Counterparty's becoming an
            "affiliate", within the meaning of Rule 144 under the Securities
            Act, of the Issuer. Counterparty shall not take any such action
            unless a period of fifteen (15) Exchange Business Days shall have
            elapsed after receipt of such notice by CSFB and CSFB shall not have
            objected in writing to such action during such period. "ASSOCIATED
            PERSON" shall mean (x) any office; director, managing member or
            general partner of Counterparty or (y) any officer, director,
            managing member or general partner of any person described in clause
            (x) above or in this clause (y).

(j)   SECURITIES CONTRACT:

      The parties hereto acknowledge and agree that each of CSFB and the
      Custodian (as defined in Section 4 below) is a "stockbroker" within the
      meaning of Section 101 (53A) of Title 11 of the United States Code (the
      "BANKRUPTCY CODE") and that the Custodian is acting as agent and custodian
      for CSFB in connection with the Transaction and that CSFB is a "customer"
      of the Custodian within the meaning of Section 741(2) of the Bankruptcy
      Code. The parties hereto further recognize that the Transaction is a
      "securities contract", as such term is defined in Section 741(7) of the
      Bankruptcy Code, entitled to the protection of, among other provisions,
      Sections 555 and 362(b)(6) of the Bankruptcy Code, and that each payment
      or delivery of cash, Shares or other property or assets hereunder is a
      "settlement payment" within the meaning of Section 741(8) of the
      Bankruptcy Code.

(k)   ASSIGNMENT:

      The rights and duties under this Confirmation and the Supplemental
      Confirmation may not be assigned or transferred by any party hereto
      without the prior written consent of the other parties hereto, such
      consent not to be unreasonably withheld; provided that (i) CSFB may assign
      or transfer any of its rights or duties hereunder to any of its affiliates
      without the prior written consent of Counterparty and (ii) the Agent may
      assign or transfer any of its rights or duties hereunder without the prior
      written consent of the other parties hereto to any affiliate of Credit
      Suisse First Boston, so long as such affiliate is a broker-dealer
      registered with the Securities and Exchange Commission.

(l)   NON-CONFIDENTIALITY:

      The parties hereby agree that (i) effective from the date of commencement
      of discussions concerning the Transaction, Counterparty and each of its
      employees, representatives, or other agents may disclose to any and all
      persons, without limitation of any kind, the tax treatment and tax
      structure of the Transaction and all materials of any kind, including
      opinions or other tax analyses, provided by CSFB and its affiliates to
      Counterparty relating to such tax treatment and tax structure; provided
      that the foregoing does not constitute an authorization to disclose the
      identity of CSFB or its affiliates, agents or advisers, or, except to the
      extent relating to such tax structure or tax treatment, any specific
      pricing terms or commercial or financial information, and (ii) CSFB does
      not assert any claim of proprietary ownership in respect of any
      description contained herein or therein relating to the use of any
      entities, plans or arrangements to give rise to a particular United States
      federal income tax treatment for Counterparty.

(m)   MATTERS RELATING TO CREDIT SUISSE FIRST BOSTON CAPITAL LLC AND CREDIT
      SUISSE FIRST BOSTON LLC:

      Agent shall act as "agent" for CSFB and Counterparty in connection with
      the Transaction.

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      (i)   Agent will furnish to Counterparty upon written request a statement
            as to the source and amount of any remuneration received or to be
            received by Agent in connection herewith.

      (ii)  Agent has no obligation hereunder, by guaranty, endorsement or
            otherwise, with respect to performance of CSFB's obligations
            hereunder or under the Agreement.

      (iii) Credit Suisse First Boston Capital LLC is an "OTC derivatives
            dealer" as such term is defined in the Exchange Act and is an
            affiliate of Agent.

      (iv)  Credit Suisse First Boston Capital LLC is not a member of the
            Securities Investor Protection Corporation.

4.    COLLATERAL:

      Counterparty has granted to CSFB a security interest in the Initial
      Pledged Items to secure Counterparty's obligations under the Term Sheet,
      this Confirmation, each Supplemental Confirmation and, if applicable, its
      Loan Obligations (as defined in the Credit Agreement, if applicable) (such
      credit agreement, the "CREDIT AGREEMENT", and such obligations and Loan
      Obligations, collectively, the "SECURED OBLIGATIONS"). Counterparty and
      CSFB now wish to (i) set forth additional understandings and agreements
      relating to such security interest and (ii) confirm, on the terms set
      forth herein, the continuation of such security interest.

  A.  DELIVERY OF COLLATERAL:

      On or prior to the Trade Date, Counterparty shall deliver to the CSFB in
      pledge hereunder, Eligible Collateral consisting of a number of Shares
      equal to the Number of Shares (the "INITIAL PLEDGED ITEMS"). "ELIGIBLE
      COLLATERAL" means Shares, cash or, if Counterparty shall have elected to
      substitute securities issued by the United States government ("GOVERNMENT
      SECURITIES") for Share Collateral in accordance with this Section 4,
      Government Securities; provided that Counterparty has good and marketable
      title thereto, free of any and all lien, mortgage, interest, pledge,
      charge or encumbrance of any kind (other than the security interests in
      the Collateral created hereby, a "LIEN") and Transfer Restrictions and
      that CSFB has a valid, first priority perfected security interest therein,
      a first lien thereon and Control (which means "control" as defined in
      Section 8-106 and Section 9-106 of the UCC) with respect thereto.
      "TRANSFER RESTRICTION" means, with respect to any item of collateral
      pledged hereunder, any condition to or restriction on the ability of the
      owner thereof to sell, assign or otherwise transfer such item of
      collateral or enforce the provisions thereof or of any document related
      thereto whether set forth in such item of collateral itself or in any
      document related thereto, including, without limitation, (i) any
      requirement that any sale, assignment or other transfer or enforcement of
      such item of collateral be consented to or approved by any Person,
      including, without limitation, the issuer thereof or any other obligor
      thereon, (ii) any limitations on the type or status, financial or
      otherwise, of any purchaser, pledgee, assignee or transferee of such item
      of collateral, (iii) any requirement of the delivery of any certificate,
      consent, agreement, opinion of counsel, notice or any other document of
      any Person to the issuer of, any other obligor on or any registrar or
      transfer agent for, such item of collateral, prior to the sale, pledge,
      assignment or other transfer or enforcement of such item of collateral and
      (iv) any registration or qualification requirement or prospectus delivery
      requirement for such item of collateral pursuant to any federal, state or
      foreign securities law (including, without limitation, any such
      requirement arising under Section 5 of the Securities Act as a result of
      such security being a "restricted security" or Counterparty being an
      "affiliate" of the issuer of such security, as such terms are defined in
      Rule 144 under the Securities Act, or as a result of the sale of such
      security being

                                       11

<PAGE>

      subject to paragraph (c) of Rule 145 under the Securities Act); provided
      that the required delivery of any assignment, instruction or entitlement
      order from the seller, Counterparty, assignor or transferor of such item
      of collateral, together with any evidence of the corporate or other
      authority of such Person, shall not constitute a "Transfer Restriction".
      "UCC" means the Uniform Commercial Code as in effect in the State of New
      York. "PERSON" means an individual, a corporation, a limited liability
      company, a partnership, an association, a trust or any other entity or
      organization, including a government or political subdivision or an agency
      or instrumentality thereof.

      Any delivery of any securities or security entitlements (each as defined
      in Section 8-102 of the UCC) as Collateral to CSFB by Counterparty shall
      be effected (A) in the case of Collateral consisting of certificated
      securities registered in the name of Counterparty, by delivery of
      certificates representing such securities to the Custodian, accompanied by
      any required transfer tax stamps, and in suitable form for transfer by
      delivery or accompanied by duly executed instruments of transfer or
      assignment in blank, with signatures appropriately guaranteed, all in form
      and substance satisfactory to CSFB, and the crediting by the Custodian of
      such securities to a securities account (as defined in Section 8-501 of
      the UCC) (the "COLLATERAL ACCOUNT") of CSFB maintained by the Custodian,
      (B) in the case of Collateral consisting of uncertificated securities
      registered in the name of Counterparty, by transmission by Counterparty of
      an instruction to the issuer of such securities instructing such issuer to
      register such securities in the name of the Custodian or its nominee,
      accompanied by any required transfer tax stamps, the issuer's compliance
      with such instructions and the crediting by the Custodian of such
      securities to the Collateral Account, (C) in the case of securities in
      respect of which security entitlements are held by Counterparty through a
      securities intermediary, by the crediting of such securities, accompanied
      by any required transfer tax stamps, to a securities account of the
      Custodian at such securities intermediary or, at the option of CSFB, at
      another securities intermediary satisfactory to CSFB and the crediting by
      the Custodian of such securities to the Collateral Account or (D) in any
      case, by complying with such alternative delivery instructions as CSFB
      shall provide to Counterparty in writing. "CUSTODIAN" means Credit Suisse
      First Boston LLC, or any other custodian appointed by CSFB and identified
      to Counterparty; provided, however, that, upon the occurrence of an Event
      of Default where CSFB is the Defaulting Party, Custodian agrees to
      transfer all Collateral to an independent, unaffiliated third-party
      collateral custodian, as mutually agreed by the parties.

  B.  GRANT OF SECURITY INTERESTS IN THE COLLATERAL:

      In order to secure the full and punctual observance and performance of the
      Secured Obligations, Counterparty hereby assigns and pledges to CSFB, and
      grants to CSFB, as secured party, security interests in and to, and a lien
      upon and right of set-off against, and transfers to CSFB, as and by way of
      a security interest having priority over all other security interests,
      with power of sale (and, in the case of the Initial Pledged Items,
      reaffirms its assignment and pledge thereof, and its grant of a security
      interest therein, pursuant to the Term Sheet), all of Counterparty's
      right, title and interest in and to (i) the Initial Pledged Items; (ii)
      all additions to and substitutions for the Initial Pledged Items
      (including, without limitation, any securities, instruments or other
      property delivered or pledged hereunder) (such additions and
      substitutions, the "ADDITIONS AND SUBSTITUTIONS"); (iii) the Collateral
      Account of CSFB maintained by the Custodian and all securities and other
      financial assets (each as defined in Section 8-102 of the UCC) and other
      funds, property or assets from time to time held therein or credited
      thereto; (iv) all income, proceeds and collections received or to be
      received, or derived or to be derived, at the time that the Initial
      Pledged Items were delivered to the Custodian or any time thereafter
      (whether before or after the commencement of any proceeding under
      applicable bankruptcy, insolvency or similar law, by or against.
      Counterparty, with respect to Counterparty) from or in connection with the
      Initial Pledged Items or the Additions and

                                       12

<PAGE>

      Substitutions, excluding any Excluded Proceeds; and (v) all rights of
      Seller under, and all right, title and interest of Seller in and to, the
      Confirmation, the Supplemental Confirmation and the Transaction
      (collectively, the "Collateral"). The parties hereto expressly agree that
      all rights, assets and property at any time held in or credited to the
      Collateral Account shall be treated as financial assets (as defined in
      Section 8-102 of the UCC). "EXCLUDED PROCEEDS" means any Ordinary Dividend
      Amount that is not distributed after the occurrence and during the
      continuance of the Event of Default.

  C.  CERTAIN COVENANTS OF COUNTERPARTY RELATING TO THE COLLATERAL:

      Counterparty agrees that, so long as any of the Secured Obligations remain
      outstanding:

      1.    Counterparty shall ensure at all times that a Collateral Event of
            Default shall not occur, and shall pledge additional Collateral in
            the manner described hereunder as necessary to cause such
            requirement to be met. "COLLATERAL EVENT OF DEFAULT" means, at any
            time, the occurrence of either of the following: (A) failure of the
            Collateral to include, as Eligible Collateral, a number of Shares at
            least equal to the Number of Shares (or, if Counterparty has elected
            to substitute Government Securities for Share Collateral in
            accordance with this Section 4, the amount of Government Securities
            required thereby) or (B) failure at any time of the security
            interests in the Collateral created hereby to constitute valid and
            perfected security interests in all of the Collateral, subject to no
            prior, equal or junior Lien, and, with respect to any Collateral
            consisting of securities or security entitlements (each as defined
            in Section 8-102 of the UCC), as to which CSFB has Control, or, in
            each case, assertion of such by Counterparty in writing.

      2.    Counterparty shall, at its own expense and in such manner and form
            as CSFB may require, give, execute, deliver, file and record any
            financing statement, notice, instrument, document, agreement or
            other papers that may be necessary or desirable in order to (i)
            create, preserve, perfect, substantiate or validate any security
            interest granted pursuant hereto, (ii) create or maintain Control
            with respect to any such security interests in any investment
            property (as defined in Section 9-102(a) of the UCC) or (iii) enable
            CSFB to exercise and enforce its rights hereunder with respect to
            such security interest.

      3.    Counterparty shall warrant and defend Counterparty's title to the
            Collateral, subject to the rights of CSFB, against the claims and
            demands of all persons. CSFB may elect, but without an obligation to
            do so, to discharge any Lien of any third party on any of the
            Collateral.

      4.    Counterparty agrees that Counterparty shall not change (i)
            Counterparty's name in any manner or (ii) Counterparty's location
            (as defined in Section 9-307 of UCC), unless Counterparty shall have
            given CSFB not less than 10 days' prior notice thereof.

      5.    Counterparty agrees that Counterparty shall not (i) create or permit
            to exist any Lien (other than the security interests in the
            Collateral created hereby) or any Transfer Restriction upon or with
            respect to the Collateral, (ii) sell or otherwise dispose of, or
            grant any option with respect to, any of the Collateral or (iii)
            enter into or consent to any agreement (x) that restricts in any
            manner the rights of any present or future owner of any Collateral
            with respect thereto (other than this Confirmation) or (y) pursuant
            to which any person other than Counterparty, CSFB and any securities
            intermediary through whom any of the Collateral is held (but in the
            case of any such securities intermediary only in respect of
            Collateral held through it) has or will have Control in respect of
            any Collateral and represents and warrants to CSFB as of the date
            hereof that it has not previously created any such Lien or Transfer
            Restriction, effected any such sale, disposition or grant or entered
            in or consented to any such agreement.

                                       13

<PAGE>

  D.  ADMINISTRATION OF THE COLLATERAL AND VALUATION OF SECURITIES:

      1.    CSFB shall determine on each Business Day whether a Collateral Event
            of Default shall have occurred. If on any Business Day CSFB
            determines that a Collateral Event of Default shall have occurred,
            CSFB shall promptly notify Counterparty of such determination by
            telephone call to Counterparty followed by a written confirmation of
            such call. If on any Business Day CSFB determines that no Default
            Event or failure by Counterparty to meet any of Counterparty's
            obligations under "Certain Covenants of Counterparty relating to the
            Collateral" or under this section has occurred and is continuing,
            Counterparty may obtain the release from the security interests in
            the Collateral created hereby of any Collateral upon delivery to
            CSFB of a written notice from Counterparty indicating the iteros of
            Collateral to be released so long as, after such release, no
            Collateral Event of Default shall have occurred. "DEFAULT EVENT"
            means any Collateral Event of Default, any Event of Default with
            respect to Counterparty, any Default (as defined in the Credit
            Agreement) pursuant to the Credit Agreement, or any Termination
            Event with respect to which Counterparty is the Affected Party or an
            Affected Party or any Extraordinary Event that results in an
            obligation of Counterparty to pay an amount pursuant to Section 12.7
            or Section 12.9 of the 2002 Definitions;

      2.    Counterparty may pledge additional Eligible Collateral hereunder at
            any time by delivering the same pursuant to the provisions of
            "Delivery of Collateral" above. Concurrently with the delivery of
            any additional Eligible Collateral, Counterparty shall deliver to
            CSFB a certificate, dated the date of such delivery, (i) identifying
            the additional items of Eligible Collateral being pledged and (ii)
            certifying that with respect to such items of additional Eligible
            Collateral the representations and warranties contained in paragraph
            4.c.5. above are true and correct with respect to such Eligible
            Collateral on and as of the date thereof

      3.    Counterparty may at any time, so long as no Default Event has
            occurred and is continuing, substitute Government Securities for all
            (but not less than all) of the Collateral consisting of Shares then
            held in or credited to the Collateral Account (the "SHARE
            COLLATERAL") on the terms set forth below:

                  (A)   At least five Business Days prior to the date of any
                        such substitution, Counterparty shall notify CSFB in
                        writing that Counterparty intends to effect such
                        substitution;

                  (B)   Counterparty shall deliver to CSFB, in a manner
                        reasonably acceptable to CSFB, Government Securities
                        having a value at least equal to 105% of the market
                        value of the Share Collateral on the date of such
                        delivery (as determined by the Calculation Agent);

                  (C)   Counterparty shall take all such other actions as CSFB
                        may reasonably require to create for the benefit of CSFB
                        a valid and perfected security interest in such
                        Government Securities, in respect of which CSFB will
                        have Control, subject to no prior Lien; and

                  (D)   Counterparty shall make mark to market deliveries of
                        additional Government Securities on a daily basis, and
                        CSFB shall release Government Securities previously
                        pledged upon the request of Counterparty, so that the
                        value of the Government Securities pledged is at all
                        times at least equal to 105% of the market value of the
                        Share Collateral for such Transaction that would
                        otherwise have been pledged hereunder at such time (as
                        determined by the Calculation Agent), in

                                       14

<PAGE>

                        each case, pursuant to terms mutually acceptable to CSFB
                        and Counterparty.

      4.    CSFB may at any time or from time to time, in its sole discretion,
            cause any or all of the Collateral that is registered in the name of
            Counterparty or Counterparty's nominee to be transferred of record
            into the name of the Custodian, CSFB or its nominee. Counterparty
            shall promptly give to CSFB copies of any notices or other
            communications received by Counterparty with respect to Collateral
            that is registered, or held through a securities intermediary in the
            name of Counterparty or Counterparty's nominee and CSFB shall
            promptly give to Counterparty copies of any notices and
            communications received by CSFB with respect to Collateral that is
            registered, or held through a securities intermediary, in the name
            of Custodian, CSFB or its nominee.

      5.    Counterparty agrees that Counterparty shall forthwith upon demand
            pay to CSFB:

            (i)   the amount of any taxes that CSFB or the Custodian may have
                  been required to pay by reason of the security interests in
                  the Collateral created hereby or to free any of the Collateral
                  from any Lien thereon; and

            (ii)  the amount of any and all costs and expenses, including the
                  fees and disbursements of counsel and of any other experts,
                  that CSFB or the Custodian may incur in connection with (A)
                  the enforcement of this pledge, including such expenses as are
                  incurred to preserve the value of the Collateral and the
                  validity, perfection, rank and value of the security interests
                  in the Collateral created hereby, (B) the collection, sale or
                  other disposition of any of the Collateral, (C) the exercise
                  by CSFB of any of the rights conferred upon it hereunder or
                  (D) any Default Event.

            Any such amount not paid on demand shall bear interest (computed on
            the basis of a year of 360 days and payable for the actual number of
            days elapsed) at a rate per annum equal to 3% plus the prime rate as
            published from time to time in The Wall Street Journal, Eastern
            Edition.

  E.  NO REHYPOTHECATION OF COLLATERAL:

      The parties hereto agree that CSFB may not sell, lend, pledge,
      rehypothecate, assign, invest, use, commingle or otherwise dispose of, or
      otherwise use in its business any Collateral.

  F.  INCOME AND VOTING RIGHTS IN COLLATERAL:

      CSFB shall have the right to receive and retain as Collateral hereunder
      all proceeds, excluding any Excluded Proceeds, but including, without
      limitation, any Extraordinary Dividend and interest of the Collateral;
      provided that CSFB shall have such right with respect to any and all
      proceeds, including without limitation any Excluded Proceeds, after the
      occurrence and during the continuance of a Default Event (such proceeds as
      CSFB shall have the right to receive and retain at any time, "RETAINED
      PROCEEDS"), and Counterparty shall take all such action as CSFB shall deem
      necessary or appropriate to give effect to such right. All such Retained
      Proceeds that are received by Counterparty shall be received in trust for
      the benefit of CSFB and, if CSFB so directs, shall be segregated from
      other funds of Counterparty and shall, forthwith upon demand by CSFB, be
      delivered over to the Custodian on behalf of CSFB as Collateral in the
      same form as received (with any necessary endorsement).

                                       15

<PAGE>

      Unless a Default Event shall have occurred and be continuing, Counterparty
      shall have the right, from time to time, to vote and to give consents,
      ratifications and waivers with respect to the Collateral.

      If a Default Event shall have occurred and be continuing, CSFB shall have
      the right, to the extent permitted by law, and Counterparty shall take all
      such action as may be necessary or appropriate to give effect to such
      right, to vote and to give consents, ratifications and waivers, and to
      take any other action with respect to any or all of the Collateral with
      the same force and effect as if CSFB were the absolute and sole owner
      thereof.

  G.  REMEDIES UPON DEFAULT EVENTS:

      If any Default Event shall have occurred and be continuing, CSFB may
      exercise all the rights of a secured party under the UCC (whether or not
      in effect in the jurisdiction where such rights are exercised) and, in
      addition, without being required to give any notice, except as herein
      provided or as may be required by mandatory provisions of law, may sell
      all of the Collateral, or such lesser portion thereof as may be necessary
      to generate proceeds sufficient to satisfy in full all of the obligations
      of Counterparty under the Agreement or hereunder.

      Counterparty hereby irrevocably appoints CSFB as Counterparty's true and
      lawful attorney (which power of attorney is coupled with an interest),
      with full power of substitution, in the name of Counterparty, CSFB or
      otherwise, for the sole use and benefit of CSFB, but at the expense of
      Counterparty, to the extent permitted by law, to exercise, at any time and
      from time to time while a Default Event has occurred and is continuing,
      all or any of the following powers with respect to all or any of the
      Collateral:

      (i)   to demand, sue for, collect, receive and give acquittance for any
            and all monies due or to become due upon or by virtue thereof;

      (ii)  to settle, compromise, compound, prosecute or defend any action or
            proceeding with respect thereto;

      (iii) to sell, transfer, assign or otherwise deal in or with the same or
            the proceeds or avails thereof, as fully and effectually as if CSFB
            were the absolute owner thereof and in connection therewith, to make
            all necessary deeds, bills of sale, instruments of assignment,
            transfer or conveyance of the property, and all instructions and
            entitlement orders in respect of the property thus to be (or that is
            being or has been) sold, transferred, assigned or otherwise dealt
            in; and

      (iv)  to extend the time of payment of any or all thereof and to make any
            allowance and other adjustments with reference thereto;

      provided that CSFB shall give Counterparty not less than one day's prior
      written notice of the time and place of any sale or other intended
      disposition of any of the Collateral, except any Collateral that threatens
      to decline speedily in value, including, without limitation, equity
      securities, or is of a type customarily sold on a recognized market. CSFB
      and Counterparty agree that such notice constitutes "reasonable
      authenticated notification" within the meaning of Section 9-611(b) of the
      UCC.

  H.  TERMINATION:

      The rights hereby granted by Counterparty in the Collateral shall cease,
      terminate and be

                                       16
<PAGE>

      void upon fulfilment of all of the Secured Obligations. Any Collateral
      remaining at the time of such termination shall be fully released and
      discharged from the security interests in the Collateral created hereby
      and delivered to Counterparty by CSFB, all at the request and expense of
      Counterparty.

5.    THE AGREEMENT IS FURTHER SUPPLEMENTED BY THE FOLLOWING PROVISIONS:

  (a) TERMINATION PROVISIONS.

      (i)   "SPECIFIED ENTITY" means in relation to CSFB, none, and in relation
            to Counterparty, none.

      (ii)  "SPECIFIED TRANSACTION" will have the meaning specified in Section
            14 of the Agreement.

      (iii) The "CROSS DEFAULT" provision of Section 5(a)(vi) of the Agreement
            will apply to CSFB and will apply to Counterparty.

      (iv)  Without limiting the generality of clause (iii) above, an Event of
            Default as defined in the Credit Agreement shall be an Event of
            Default with respect to Counterparty under the Agreement.

      For the purpose of such provision:

      "SPECIFIED INDEBTEDNESS" means any obligation (whether present or future,
      contingent or otherwise, as principal or surety or otherwise) (A) in
      respect of borrowed money, or (B) in respect of any Specified Transaction
      (except that, for this purpose only, the words "and any other entity"
      shall be substituted for the words "and the other party to the Agreement
      (or any Credit Support Provider of such other party or any applicable
      Specified Entity of such other party)" where they appear in the definition
      of Specified Transaction).

      "THRESHOLD AMOUNT" means, with respect to Counterparty, USD 10,000,000
      and, with respect to CSFB, USD 100,000,000 (in each case, including the
      United States Dollar equivalent of obligations stated in any other
      currency or currency unit).

      (v)    THE "CREDIT EVENT UPON MERGER" provisions of Section 5(b)(iv) of
             the Agreement will not apply to CSFB and will apply to
             Counterparty.

      (vi)   The "AUTOMATIC EARLY TERMINATION" provisions of Section 6(a) of the
             Agreement will not apply to CSFB and Counterparty.

      (vii)  PAYMENTS ON EARLY TERMINATION. For the purpose of Section 6(e) of
             the Agreement, Second Method and Loss will apply.

      (viii) "TERMINATION CURRENCY" means United States Dollars.

      (ix)   NETTING. The provisions of Section 2(c) of the Agreement shall
             apply, provided that Section 2(c) shall be amended by deleting
             "and" at the end of clause (i) thereof and deleting clause (ii)
             thereof.

      (x)    SET-OFF. In addition to and without limiting any rights of set-off
             that a party hereto may have as a matter of law, pursuant to
             contract or otherwise, upon (x) the occurrence or effective
             designation of an Early Termination Date in respect of the
             Transaction or (y) the occurrence of an Extraordinary Event that
             results in

                                       17
<PAGE>

            the cancellation or termination of the Transaction pursuant to
            Section 12.2,12.3, 12.6 or 12.9 of the 2002 Definitions, such Party
            ("PARTY X") shall have the right to terminate, liquidate and
            otherwise close out the transactions contemplated by this
            Confirmation pursuant to the terms hereof, and to set off any
            obligation that Party X or any affiliate of Party X may have to the
            other party ("PARTY Y") hereunder, thereunder or otherwise,
            including without limitation any obligation to make any release,
            delivery or payment to Party Y pursuant to this Confirmation, any
            Supplemental Confirmation, the Credit Agreement, or any other
            agreement between Party X or any of its affiliates and Party Y,
            against any right Party X or any of its affiliates may have against
            Party Y, including without limitation any right to receive a payment
            or delivery pursuant to this Confirmation, any Supplemental
            Confirmation, the Credit Agreement, or any other agreement between
            Party X or any of its affiliates and Party Y. In the case of a
            set-off of any obligation to release, deliver or pay assets against
            any right to receive assets of the same type, such obligation and
            right shall be set off in kind. In the case of a set-off of any
            obligation to release, deliver or pay assets against any right to
            receive assets of any other type, the value of each of such
            obligation and such right shall be determined by the Calculation
            Agent and the result of such set-off shall be that the net obligor
            shall pay or deliver to the other party an amount of cash or assets,
            at the net obligor's option, with a value (determined, in the case
            of a delivery of assets, by the Calculation Agent) equal to that of
            the net obligation. In determining the value of any obligation to
            release or deliver Shares or right to receive Shares, the value at
            any time of such obligation or right shall be determined by
            reference to the market value of the Shares at such time. If an
            obligation or right is unascertained at the time of any such
            set-off, the Calculation Agent may in good faith estimate the amount
            or value of such obligation or right, in which case set-off will be
            effected in respect of that estimate, and the relevant party shall
            account to the other party at the time such obligation or right is
            ascertained.

(b)   TAX REPRESENTATIONS. None.

(c)   AGREEMENTS TO DELIVER DOCUMENTS. For the purpose of Sections 4(a)(i) and
      (ii) of the Agreement, each of CSFB and Counterparty agrees to deliver the
      following documents, as applicable:

      (i)   Each of CSFB and Counterparty will deliver to the other party, upon
            execution of this Confirmation, evidence reasonably satisfactory to
            the other party as to the names, true signatures and authority of
            the officers or officials signing this Confirmation and each
            Supplemental Confirmation on its behalf.

      Such documents shall be covered by the representation set forth in Section
      3(d) of the Agreement.

(d)   MISCELLANEOUS:

      (i)   ADDRESSES FOR NOTICES. For the purpose of Section 12(a) of the
            Agreement:

            Address for notices or communications to CSFB (other than by
            facsimile) (for all purposes):

            Address:          Credit Suisse First Boston Capital LLC
                              c/o Credit Suisse First Boston LLC
                              11 Madison Avenue

                                       18
<PAGE>

                              New York, NY 10010
                              Attn: Senior Legal Officer
                              Tel: 212-538-2616
                              Fax: 212-322-0265

            With a copy to:   Credit Suisse First Boston LLC
                              1 Madison Avenue, 3rd Floor
                              New York, New York 10010

                              For payments and deliveries:
                              Attn: Ricardo Harewood
                              Tel: (212)538-9810
                              Fax: (212)325-8175

            For all other communications:
                              Attn: John Ryan
                              Tel.: (212)325-8681
                              Fax:  (212)538-8898

            Designated responsible employee for the purposes of Section
            12(a)(iii) of the Agreement: Senior Legal Officer

Address for notices or communications to Counterparty:

            Address:          ICG Holdings, Inc.
                              100 Lake Drive, Suite 4
                              Pencarder Corporate Center
                              Newark, DE 19702
                     Attention:
                     Telex No.:          Answerback:
                     Facsimile No.:      Telephone No.:

      (ii)  The date and time of the Transaction will be furnished by CSFB to
            Counterparty upon written request by Counterparty.

      (iii) WAIVER OF RIGHT TO TRIAL BY JURY. EACH PARTY WAIVES, TO THE FULLEST
            EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL
            BY JURY IN RESPECT OF ANY SUIT, ACTION OR PROCEEDING RELATING TO
            THIS CONFIRMATION, ANY SUPPLEMENTAL CONFIRMATION OR ANY CREDIT
            SUPPORT DOCUMENT. Each party (A) certifies that no representative,
            agent or attorney of the other party has represented, expressly or
            otherwise, that such other party would not, in the event of such a
            suit action or proceeding, seek to enforce the foregoing waiver and
            (B) acknowledges that it and the other party have been induced to
            enter into this Confirmation by, among other things, the mutual
            waivers and certifications in this Section.

      (iv)  SERVICE OF PROCESS. The parties irrevocably consent to service of
            process given in the manner provided for notices in Section in
            paragraph 5(d)(i) immediately above. Nothing in this Confirmation
            will affect the right of either party to serve process in any other
            manner permitted by law.

      (v)   THE AGREEMENT, CONFIRMATION AND EACH SUPPLEMENTAL CONFIRMATION
            THEREUNDER WILL BE GOVERNED BY AND

                                       19
<PAGE>

            CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK
            WITHOUT REFERENCE TO CHOICE OF LAW DOCTRINE (PROVIDED THAT AS TO
            PLEDGED ITEMS LOCATED IN ANY JURISDICTION OTHER THAN THE STATE OF
            NEW YORK, CSFB SHALL, IN ADDITION TO ANY RIGHTS UNDER THE LAWS OF
            THE STATE OF NEW YORK, HAVE ALL OF THE RIGHTS TO WHICH A SECURED
            PARTY IS ENTITLED UNDER THE LAWS OF LAW OF SUCH OTHER JURISDICTION).
            EACH PARTY HEREBY SUBMITS TO THE JURISDICTION OF THE COURTS OF THE
            STATE OF NEW YORK. THE PARTIES HERETO HEREBY AGREE THAT THE
            CUSTODIAN'S JURISDICTION, WITHIN THE MEANING OF SECTION 8-110(e) OF
            THE UCC, INSOFAR AS IT ACTS AS A SECURITIES INTERMEDIARY HEREUNDER
            OR IN RESPECT HEREOF, IS THE STATE OF NEW YORK

      (vi)  This Confirmation and each Supplemental Confirmation is not intended
            and shall not be construed to create any rights in any person other
            than Counterparty, CSFB and their respective successors and assigns
            and no other person shall assert any rights as third-party
            beneficiary hereunder. Whenever any of the parties hereto is
            referred to, such reference shall be deemed to include the
            successors and assigns of such party. All the covenants and
            agreements herein contained by or on behalf of Counterparty and CSFB
            shall bind, and inure to the benefit of, their respective successors
            and assigns whether so expressed or not.

      (vii) Any provision of this Confirmation or any Supplemental Confirmation
            may be amended or waived if, and only if, such amendment or waiver
            is in writing and signed, and in the case of an amendment, by
            Counterparty and CSFB or, in the case of a waiver, by the party
            against whom the waiver is to be effective.

                                       20
<PAGE>

Please confirm that the foregoing correctly sets forth the terms of our
agreement by signing and returning this Confirmation.

                                          Yours faithfully,

                                          CREDIT SUISSE FIRST BOSTON CAPITAL LLC

                                          By:  /s/ John Ryan
                                               ---------------------------------
                                               Name: John Ryan
                                               Title: A.V.P.
                                                      OPERATIONS

Confirmed as of the date first written above:

ICG HOLDINGS, INC.

By: /s/ Philip A. Rooney
    ----------------------------
    Name: PHILIP A. ROONEY
    Title: VICE PRESIDENT

CREDIT SUISSE FIRST BOSTON LLC, AS AGENT

By: /s/ Christy Grant
    ----------------------------
    Name: CHRISTY GRANT
    Title: ASSISTANT VICE PRESIDENT
           OPERATIONS

Our Reference Number: External ID: [ ] / Risk ID: [ ]

By its agent: Credit Suisse First Boston LLC

                                       21
<PAGE>

                                                                         ANNEX A

                       FORM OF SUPPLEMENTAL CONFIRMATION
                               in respect of the
                                  CONFIRMATION
                                     of the
                                  TRANSACTION
                                    between

                     CREDIT SUISSE FIRST BOSTON CAPITAL LLC

                                      and

                               ICG HOLDINGS, INC.

                              (CSFB Ref: [_____])

This Supplemental Confirmation (this "SUPPLEMENTAL CONFIRMATION") supplements,
forms part of and is subject to, the above-referenced Confirmation dated as of
[Date] (the "CONFIRMATION") between Credit Suisse First Boston Capital LLC and
ICG Holdings, Inc. and the Agreement referred to therein. Capitalized terms used
and not otherwise defined herein shall have the meanings ascribed to them in the
Confirmation.

The additional terms of the Transaction are as follows:

      Trade Date:                        [______]

      Number of Options:                 [______]

      Call Strike Price:                 USD[_____]

      Put Strike Price:                  USD[_____]

      Premium:                           USD [______], which shall be paid by
                                         [-] to [-] on the Premium Payment Date.

      Premium Payment Date:              [______]

      First Averaging Date:              [______]