Related Party Transactions

12 Months Ended

Dec. 31, 2012

Related Party Transactions

Related Party Transactions

13. Related Party Transactions

In connection with our acquisition by affiliates of Bain Capital in 2007, we entered into an advisory agreement with Bain Capital pursuant to which Bain Capital provides us with management and consulting services and financial and other advisory services. Pursuant to the advisory agreement, we pay Bain Capital a periodic fee of $1.0 million per quarter, plus reimbursement for reasonable out-of-pocket fees, and a fee equal to 1% of the transaction value of each acquisition, disposition or divestiture by or involving us.

The advisory fee totaled $4.5 million in 2012, $4.8 million in 2011 and $4.5 million in 2010. The advisory fee is included in selling, general and administrative expenses. The advisory agreement has a 10-year initial term, and thereafter is subject to automatic one-year extensions unless we or Bain Capital provides written notice of termination. The advisory agreement terminates automatically upon a change of control. The advisory agreement includes customary indemnities in favor of Bain Capital.