INVESTMENT MANAGEMENT TRUST AGREEMENT
EXHIBIT
10.6
This
INVESTMENT MANAGEMENT TRUST AGREEMENT (this “Agreement”) is made as of
,
2007, by and between GSC Acquisition Company (the “Company”) and American Stock
Transfer & Trust Company (the “Trustee”).
WHEREAS,
the Company’s Registration Statement on Form S-1, No. 333-138832 (the
“Registration Statement”), for its initial public offering of securities (the
“IPO”) has been declared effective as of the date hereof by the Securities and
Exchange Commission (the “Effective Date”); and
WHEREAS,
Citigroup Global Markets Inc. is acting as the representative (the
“Representative”) of the underwriters in the IPO pursuant to an underwriting
agreement between the Company and the Representative (the “Underwriting
Agreement”); and
WHEREAS,
as described in the Company’s Registration Statement, and in accordance with the
Company’s Amended and Restated Certificate of Incorporation, upon execution of
this Agreement or as promptly thereafter as practicable, the Company shall
deliver to the Trustee an amount equal to the sum of (i) $142,475,000 of the
net
proceeds of the IPO, including $4.5 million in deferred underwriting
compensation (or $163,400,000 of the net proceeds, including $5.175 million
in
deferred underwriting compensation, if the over-allotment option is exercised
in
full) and (ii) $4.0 million of the proceeds from the Company’s issuance and sale
in a private placement of 4,000,000 warrants issued to its founding stockholder,
GSC Secondary Interest Fund, LLC, for a total of $146,975,000 (or $168,575,000
if the underwriters’ over-allotment option is exercised in full), to be
deposited and held in a trust account for the benefit of the Company and the
holders of the Company’s common stock, par value $0.001 per share, issued in the
IPO (the Company’s “Public Stockholders”). The amount to be delivered
to the Trustee is referred to herein as the “Property,” and the parties for
whose benefit the Trustee shall hold the Property are referred to together
with
the Company as the “Beneficiaries”; and
WHEREAS,
pursuant to the Underwriting Agreement, a portion of the Property equal to
$4.5
million ($5.175 million, if the underwriters’ over-allotment option is exercised
in full) (or the amount specified in a notice pursuant to Paragraph 2(d) hereof)
is attributable to deferred underwriting commissions that will become payable
by
the Company to the Representative upon the consummation of an Initial Business
Combination (as defined in the Registration Statement) (the “Deferred
Discount”); and
WHEREAS,
the Company and the Trustee desire to enter into this Agreement to set forth
the
terms and conditions pursuant to which the Trustee shall hold the
Property;
NOW,
THEREFORE, in consideration of the premises herein contained and other good
and
valuable consideration, the sufficiency of which is hereby acknowledged, the
parties agree as follows:
1. Agreements
and Covenants of Trustee. The Trustee is hereby appointed to
serve as Trustee hereunder, and the Trustee hereby agrees to act as Trustee
upon
the terms and conditions set forth herein. The Trustee hereby agrees and
covenants to:
1
(a) Hold
the
Property in trust for the Beneficiaries in accordance with the terms of this
Agreement, in a segregated trust account (the “Trust Account”) established by
the Trustee at JPMorgan Chase Bank, N.A.;
(b) Manage,
supervise and administer the Trust Account subject to the terms and conditions
set forth herein;
(c) In
a
timely manner, upon the written instruction of the Company, to invest and
reinvest the Property only in U.S. “government securities” within the meaning of
Section 2(a)(16) of the Investment Company Act of 1940, as amended (the
“Investment Company Act”), with a maturity of 180 days or less or in money
market funds selected by the Company which invest principally in either
short-term securities issued or guaranteed by the United States having a rating
in the highest investment category granted thereby by a recognized credit rating
agency at the time of acquisition or tax exempt municipal bonds issued by
governmental entities located within the United States or otherwise meeting
the
conditions under Rule 2a-7 under the Investment Company Act;
(d) Collect
and receive, when due, all principal and income arising from the Property,
which
shall become part of the “Property,” as such term is used herein;
(e) Notify
the
Company of all communications received by it with respect to any Property
requiring action by the Company;
(f) Supply
any
necessary information or documents as may be requested by the Company in
connection with the Company’s preparation of the tax returns for the Company and
Trust Account;
(g) Participate
in any plan or proceeding for protecting or enforcing any right or interest
arising from the Property if, as and when instructed by the Company to do so;
and
(h) Render
to
the Company and to such other person as the Company may instruct monthly written
statements of the activities of and amounts in the Trust Account reflecting
all
receipts and disbursements of the Trust Account.
2. Agreements
and Covenants of the Company. The Company hereby agrees and
covenants to:
(a) Give
all
instructions to the Trustee hereunder in writing, signed by the Company’s Chief
Executive Officer or President. In addition, except with respect to
its duties under Paragraph 3, the Trustee shall be entitled to rely on, and
shall be protected in relying on, any verbal or telephonic advice or instruction
which it in good faith believes to be given by any one of the persons authorized
above to give written instructions, provided that the Company shall
promptly confirm such instructions in writing;
(b) Hold
the
Trustee harmless and indemnify the Trustee from and against any and all
expenses, including reasonable counsel fees and disbursements, or loss suffered
by the Trustee in connection with any action, suit or other proceeding brought
against the Trustee involving any claim, or in connection with any claim or
demand which in any way arises out of or relates to this Agreement, the services
of the Trustee hereunder, or the Property or any income earned from investment
of the Property, except for expenses and losses resulting from the Trustee’s
gross
2
negligence
or willful misconduct. Promptly after the receipt by the Trustee of
notice of demand or claim or the commencement of any action, suit or proceeding,
pursuant to which the Trustee intends to seek indemnification under this
Paragraph, it shall notify the Company in writing of such claim (hereinafter
referred to as the “Indemnified Claim”). The Company shall have the
right to conduct and manage the defense against such Indemnified Claim,
provided that the Company shall obtain the consent of the Trustee with
respect to the selection of counsel, which consent shall not be unreasonably
withheld. The Company may not agree to settle any Indemnified Claim
without the prior written consent of the Trustee, which consent shall not be
unreasonably withheld. The Trustee may participate in such action
with its own counsel at its own expense;
(c) Pay
the
Trustee a fee of $3,000 for its services as Trustee at the consummation of
the
IPO (separately and in addition to making payments to the Trustee of a monthly
fee of $1,000 for transfer agent services, of a one-time fee of $2,500 for
warrant agent services and a closing fee of $3,500 in accordance with the terms
of a separate fee letter delivered to the Company on November 6, 2006, as
subsequently amended from time to time). The Company shall not be
responsible for any other fees or charges of the Trustee except as may be
provided in Paragraph 2(b) hereof;
(d) Within
five business days after the Representative’s over-allotment option (or any
unexercised portion thereof) expires or is exercised in full, provide the
Trustee with a notice in writing (with a copy to the Representative) of the
total amount of the Deferred Discount, which shall in no event be less than
$4,500,000; and
(e) In
connection with any vote of the Company’s stockholders on whether to approve an
Initial Business Combination, provide to the Trustee an affidavit or certificate
of a firm regularly engaged in the business of soliciting proxies and tabulating
stockholder votes (which firm may be the Trustee) verifying the vote of the
Company’s stockholders regarding such Initial Business Combination.
3. Liquidation
and Distribution of Trust Account Property. The Trustee shall
commence liquidation of the Trust Account only upon receipt of, and only in
accordance with the terms of, a letter in form substantially similar to that
attached hereto as either Exhibit A or Exhibit B (a “Termination Letter”),
signed on behalf of the Company by its Chief Executive Officer and affirmed
by
the Chairman or Vice Chairman of the Board of Directors, and complete the
liquidation of the Trust Account and distribute the Property in the Trust
Account only as directed in the Termination Letter and any other documents
referred to therein; provided, however, that the Trustee shall disburse
such funds from the Trust Account (i) from time to time as may be necessary
timely to pay any taxes incurred as a result of interest or other income earned
on the Property held in the Trust Account, only upon receipt and in accordance
with the terms of a letter in form substantially similar to that attached hereto
as Exhibit C (a “Tax Disbursement Letter”), signed on behalf of the Company by
its Chief Executive Officer or President and copied to Authorized Counsel,
as
evidenced by his or her countersignature thereto, and complete the disbursement
of funds from the Trust Account and distribute such funds only as directed
in
the Tax Disbursement Letter and any other documents referred to therein, and
(ii) from time to time, only upon receipt and in accordance with the terms
of a
letter in form substantially similar to that attached hereto as Exhibit D (a
“Disbursement Letter”), signed on behalf of the Company by its Chief Executive
Officer or President and copied to Authorized Counsel, as evidenced by his
or
her countersignature thereto, the Trustee shall disburse to the Company such
amount as may be requested by the Company as directed in the Disbursement Letter
and the other documents referred to therein, provided, however, that
the aggregate amount
3
distributed
by the Trustee to the Company pursuant to this Paragraph 3(ii) may not exceed
the lesser of (y) the aggregate amount of interest and any other income actually
received or paid on amounts in the Trust Account less an amount equal to
estimated taxes that are or will be due on such income at an assumed rate of
40%
and (z) $2,000,000. In addition, if as of the date of a Termination
Letter in form attached hereto as Exhibit B, should the Company have received
the full amount of its disbursements pursuant to the preceding sentence, and
should such funds be insufficient to cover the Company’s costs and expenses
incurred in connection with the adoption and implementation of its plan of
dissolution and its liquidation, to the extent that there is any interest
accrued in the Trust Account not required to be used to pay income taxes on
interest income earned on the Trust Account balance, the Company may request
in
the Termination Letter that the Trustee release to it an additional amount
of up
to $75,000 of such accrued interest to pay costs and expenses incurred in
connection with its dissolution and liquidation.
For
purposes of this Agreement, “Authorized Counsel” shall mean, at any date, the
attorney retained and authorized by the Company to perform such
functions.
4. Limitations
of Liability. The Trustee shall have no responsibility or
liability to:
(a) Take
any
action with respect to the Property, other than as directed in Paragraphs 1
and
3 hereof, and the Trustee shall have no liability to any party except for
liability arising out of its own gross negligence or willful
misconduct;
(b) Institute
any proceeding for the collection of any principal and income arising from,
or
institute, appear in or defend any proceeding of any kind with respect to,
any
of the Property, unless and until it shall have received instructions from
the
Company given as provided herein to do so and the Company shall have advanced
or
guaranteed to it funds sufficient to pay any expenses incident
thereto;
(c) Change
the
investment of any Property, other than in compliance with Paragraph
1(c);
(d) Refund
any
depreciation in principal of any Property;
(e) Assume
that the authority of any person designated by the Company to give instructions
hereunder shall not be continuing unless provided otherwise in such designation,
or unless the Company shall have delivered a written revocation of such
authority to the Trustee;
(f) The
Company or to anyone else for any action taken or omitted by it, or any action
suffered by it to be taken or omitted, in good faith and in the exercise of
its
own best judgment, except for its gross negligence or willful
misconduct. The Trustee may rely conclusively and shall be protected
in acting upon any order, notice, demand, certificate, opinion or advice of
counsel (including counsel chosen by the Trustee), statement, instrument, report
or other paper or document (not only as to its due execution and the validity
and effectiveness of its provisions, but also as to the truth and acceptability
of any information therein contained) which is believed by the Trustee, in
good
faith, to be genuine and to be signed or presented by the proper person or
persons. The Trustee shall not be bound by any notice or demand, or
any waiver, modification, termination or rescission of this Agreement or any
of
the terms hereof, unless evidenced by a written instrument delivered to the
4
Trustee
signed by the proper party or parties and, if the duties or rights of the
Trustee are affected, unless it shall give its prior written consent
thereto;
(g) Verify
the
correctness of the information set forth in the Registration Statement or to
confirm or assure that any acquisition made by the Company or any other action
taken by it is as contemplated by the Registration Statement; and
(h) Subject
to
the requirements of Paragraph 3 of this Agreement, pay any taxes on behalf
of
the Trust Account to any governmental entity or taxing authority.
5. Termination. This
Agreement shall terminate as follows:
(a) If
the
Trustee gives written notice to the Company that it desires to resign under
this
Agreement, the Company shall use its reasonable efforts to locate a successor
trustee. At such time that the Company notifies the Trustee that a
successor trustee has been appointed by the Company and has agreed to become
subject to the terms of this Agreement, the Trustee shall transfer the
management of the Trust Account to the successor trustee, including but not
limited to the transfer of copies of the reports and statements relating to
the
Trust Account, whereupon this Agreement shall terminate (except with respect
to
Paragraph 2(b)); provided, however, that, in the event that the Company
does not locate a successor trustee within 90 days of receipt of the resignation
notice from the Trustee, the Trustee may submit an application to have the
Property deposited with the United States District Court for the Southern
District of New York and upon such deposit, the Trustee shall be immune from
any
liability whatsoever that arises due to any actions or omissions to act by
any
party after such deposit; or
(b) At
such
time that the Trustee has completed the liquidation of the Trust Account in
accordance with the provisions of Paragraph 3 hereof and distributed the
Property in accordance with the provisions of the Termination Letter, this
Agreement shall terminate, except with respect to Paragraph 2(b).
6. Miscellaneous.
(a) The
Company and the Trustee each acknowledge that the Trustee will follow the
security procedures set forth below with respect to funds transferred from
the
Trust Account. Upon receipt of written instructions, the Trustee will
confirm such instructions with an Authorized Individual at an Authorized
Telephone Number listed on the attached Exhibit E. The Company and
the Trustee will each restrict access to confidential information relating
to
such security procedures to authorized persons. Each party must
notify the other party immediately if it has reason to believe unauthorized
persons may have obtained access to such information, or of any change in its
authorized personnel. In executing funds transfers, the Trustee will
rely upon account numbers or other identifying numbers of a beneficiary,
beneficiary’s bank or intermediary bank, rather than names. The
Trustee shall not be liable for any loss, liability or expense resulting from
any error in an account number or other identifying number, provided it
has accurately transmitted the numbers provided.
(b) This
Agreement shall be governed by and construed and enforced in accordance with
the
laws of the State of New York. It may be executed in several
counterparts, each one of which shall constitute an original, and together
shall
constitute but one instrument.
5
(c) This
Agreement contains the entire agreement and understanding of the parties hereto
with respect to the subject matter hereof. This Agreement or any
provision hereof may be changed, waived, amended or modified only by a writing
signed by each of the parties hereto, provided,
however, that no such amendment
or modification
(other than to correct a typographical or similar technical error) may be
made to paragraphs 1, 2(e), 3, 4, 5, 6(c) or 6(g) or to Exhibits A or B hereof
without the consent of the Public Stockholders, its being the specific intention
of the parties hereto that each Public Stockholder is and shall be a third-party
beneficiary of this paragraph 6(c) with the same right and power to enforce
this
paragraph 6(c) as either of the parties hereto, and provided, further,
that this Agreement may not be changed, waived, amended or modified in such
a
manner as to adversely affect the right of the Underwriters to receive the
Deferred Discount as contemplated herein without the written consent of the
Representative. For purposes of this paragraph 6(c), the “consent of
the Public Stockholders” shall mean receipt by the Trustee of a certificate from
an entity certifying that (i) such entity regularly engages in the business
of
serving as inspector of elections for companies whose securities are publicly
traded, and (ii) either (a) 70% of the Public Stockholders of record as of
a
record date established in accordance with Section 213(a) of the Delaware
General Corporation Law, as amended (the “DGCL”), have voted in favor of such
amendment or modification or (b) 70% of the Public Stockholders of record as
of
a record date established in accordance with Section 213(b) of the DGCL have
delivered to such entity a signed writing approving such amendment or
modification. As to any claim, cross-claim or counterclaim in any way
relating to this Agreement, each party waives the right to trial by
jury.
(d) The
parties hereto consent to the jurisdiction and venue of any state or federal
court located in the City of New York for purposes of resolving any disputes
hereunder.
(e) Any
notice, consent or request to be given in connection with any of the terms
or
provisions of this Agreement shall be in writing and shall be sent by express
mail or similar private courier service, by certified mail (return receipt
requested), by hand delivery or by facsimile transmission:
if
to the
Trustee, to:
American
Stock Transfer & Trust Company
00
Xxxxxx
Xxxx
Xxxxx
Xxxxx
Xxx
Xxxx,
XX 00000
Attn:
Xxxx
Xxxxxx, Vice President
Fax
No.:
(000) 000-0000
if
to the
Company, to:
GSC
Acquisition Company
000
Xxxxxx
Xxxxx, Xxxxx 000
Xxxxxxx
Xxxx, XX 00000
Attn:
Xxxxx X. Xxxxx, Chief Executive Officer
Fax
No.:
(000) 000-0000
in
either
case with a copy to:
0
Xxxxx
Xxxx
& Xxxxxxxx
000
Xxxxxxxxx Xxxxxx
Xxx
Xxxx,
Xxx Xxxx 00000
Attn:
Xxxxxx X. Xxxxxxxxxxx, Esq.
Fax
No.:
(000) 000-0000
(f) No
party
hereto may assign this Agreement without the prior written consent of the other,
which consent shall not be unreasonably withheld.
(g) Each
of
the Trustee and the Company hereby represents that it has the full right and
power and has been duly authorized to enter into this Agreement and to perform
its respective obligations as contemplated hereunder. The Trustee
acknowledges and agrees that it shall not make any claims or proceed against
the
Trust Account, including by way of set-off, and shall not be entitled to any
funds in the Trust Account under any circumstance.
(h) The
Trustee acknowledges and agrees that it is the specific intention of the parties
hereto that the Representative is and shall be a third-party beneficiary of
the
provisions of this Agreement pertaining to the Deferred Discount (including
Section 6(c)) and the Trustee’s obligations under this Agreement with respect
thereto (but solely of those provisions and solely with respect to such
obligations of the Trustee) with the same right and power to enforce those
provisions as either of the parties hereto.
7
IN
WITNESS
WHEREOF, the parties have duly executed this Investment Management Trust
Agreement as of the date first written above.
|
AMERICAN
STOCK TRANSFER & TRUST
COMPANY, as Trustee |
|
|
By:
|
___________________________ |
|
|
Name
Title
|
8
EXHIBIT
A
[Letterhead
of Company]
[Insert
date]
American
Stock Transfer
&
Trust Company
00
Xxxxxx
Xxxx
Xxxxx
Xxxxx
Xxx
Xxxx,
Xxx Xxxx 00000
Attn:
Xxxx
Xxxxxx, Vice President
Re: Trust
Account No.
[ ]
Termination Letter
Ladies
and
Gentlemen:
Pursuant
to Paragraph 3 of the Investment Management Trust Agreement between GSC
Acquisition Company (the “Company”) and American Stock Transfer & Trust
Company (the “Trustee”), dated as of
,
2007 (the “Trust Agreement”), this is to advise you that the Company has entered
into an agreement with
to consummate an Initial Business Combination (as defined in the Trust
Agreement) on or about [insert date]. The Company shall
notify you at least 48 hours in advance of the actual date of the consummation
of the Initial Business Combination (the “Consummation
Date”). Capitalized terms used but not defined herein shall have the
meanings given them in the Trust Agreement.
Pursuant
to Paragraph 2(e) of the Trust Agreement, we are providing you with [an
affidavit] [a certificate] of
verifying the vote of the Company’s stockholders duly approving the Initial
Business Combination in accordance with the terms of the Company’s Amended and
Restated Certificate of Incorporation. The [affidavit] [certificate]
includes the identities of the Public Stockholders who voted against the Initial
Business Combination and properly exercised their conversion rights in
connection therewith.
In
accordance with the terms of the Trust Agreement, we hereby instruct you to
commence liquidation of the Trust Account so that on the Consummation Date,
all
funds held in the Trust Account will be immediately available for transfer
to
the account or accounts that the Company shall direct.
On
the
Consummation Date: (i) counsel for the Company shall deliver to you written
notification that the Initial Business Combination has been consummated, (ii)
the Company shall deliver to you written instructions with respect to the
transfer of the funds held in the Trust Account other than the Deferred Discount
(the “Instruction Letter”) and (iii) the Representative shall deliver to you
written instructions for delivery of the Deferred Discount. You are
hereby directed and authorized to transfer the funds held in the Trust Account
immediately upon your receipt of written notice from counsel and the Instruction
Letter, (a) to Public Stockholders who exercised their conversion rights in
connection with the Initial Business Combination, in an amount equal to their
A-1
pro
rata
share of the amounts in the Trust Account as of two business days prior to
the
Consummation Date (including the Deferred Discount and any income actually
received on the Trust Account balance and held in the Trust Account, but less
an
amount equal to estimated taxes that are or will be due on such income at an
assumed rate of 40%); (b) to the Representative in an amount equal to the
Deferred Discount as so directed by them, and (c) the remainder in accordance
with the terms of the Instruction Letter. In the event that certain
deposits held in the Trust Account may not be liquidated by the Consummation
Date without penalty, you will notify the Company of the same, and the Company
shall direct you as to whether such funds should remain in the Trust Account
and
be distributed after the Consummation Date to the Company or be distributed
immediately and the penalty incurred. Upon the distribution of all
the funds in the Trust Account pursuant to the terms hereof, the Trust Agreement
shall be terminated.
In
the
event that the Initial Business Combination is not consummated on the
Consummation Date and we have not notified you on or before the Consummation
Date of a new date for consummation of the Initial Business Combination that
is
to take place within 3 (three) business days of the Consummation Date, then
the
funds held in the Trust Account shall be reinvested as provided in Paragraph
1(c) of the Trust Agreement on the business day immediately following the
Consummation Date.
| Very truly yours, | |
|
GSC
ACQUISITION COMPANY
|
|
|
By:
|
___________________________ |
|
|
[NAME]
Chief
Executive Officer
|
| AFFIRMED: | |
|
_________________________________
|
|
|
[NAME]
Chairman of the Board of Directors |
A-2
EXHIBIT
B
[Letterhead
of Company]
[Insert
date]
American
Stock Transfer
&
Trust Company
00
Xxxxxx
Xxxx
Xxxxx
Xxxxx
Xxx
Xxxx,
Xxx Xxxx 00000
Attn:
Xxxx
Xxxxxx, Vice President
Re: Trust
Account No.
[ ]
Termination Letter
Ladies
and
Gentlemen:
Pursuant
to Paragraph 3 of the Investment Management Trust Agreement between GSC
Acquisition Company (the “Company”) and American Stock Transfer & Trust
Company dated as of
,
2007 (the “Trust Agreement”), this is to advise you that the Company’s existence
expired in accordance with the terms of its Amended and Restated Certificate
of
Incorporation on [date] and the Company is proceeding
to dissolve and liquidate. Capitalized terms used but not defined herein shall
have the meanings given them in the Trust Agreement.
In
accordance with the terms of the Trust Agreement, we hereby authorize and
request that you[: (i) to the extent that there is any interest accrued in
the
Trust Account not required to be used to pay income taxes on interest income
earned on the Trust Account balance in accordance with the Tax Disbursement
Letter included herewith, which provides a full accounting of Tax Payments
(as
defined therein) made by the Company through the date of this letter but not
yet
reimbursed by distributions from the Trust, release to us an amount of $______
(which amount shall not exceed $75,000) to pay costs and expenses incurred
in
connection with its dissolution and liquidation; and (ii)] commence liquidation
of the Trust Account as part of the Company’s plan of dissolution and
distribution. In connection with this liquidation, you are hereby
authorized to establish a record date for the purposes of determining the
stockholders of record entitled to receive their per share portion of the Trust
Account. The record date shall be within ten (10) days of the
liquidation date, or as soon thereafter as is practicable. You will
notify the Company in writing as to when all of the funds in the Trust Account
will be available for immediate transfer (the “Transfer Date”) in accordance
with the terms of the Trust Agreement and the Amended and Restated Certificate
of Incorporation of the Company.
You
shall
commence distribution of such funds in accordance with the terms of the Trust
Agreement and the Amended and Restated Certificate of Incorporation of the
Company and you shall oversee the distribution of the funds.
B-1
Upon
the
payment of all the funds in the Trust Account, the Trust Agreement shall be
terminated.
| Very truly yours, | |
|
GSC
ACQUISITION COMPANY
|
|
|
By:
|
___________________________ |
|
|
[NAME]
Chief
Executive Officer
|
| AFFIRMED: | |
|
_________________________________
|
|
|
[NAME]
Chairman of the Board of Directors |
B-2
EXHIBIT
C
[Letterhead
of Company]
[Insert
date]
American
Stock Transfer
&
Trust Company
00
Xxxxxx
Xxxx
Xxxxx
Xxxxx
Xxx
Xxxx,
Xxx Xxxx 00000
Attn:
Xxxx
Xxxxxx, Vice President
Re: Trust
Account No.
[ ]
Tax Disbursement Letter
Ladies
and
Gentlemen:
Pursuant
to the Investment Management Trust Agreement between GSC Acquisition Company
(the “Company”) and American Stock Transfer & Trust Company dated as of
,
2007 (the “Trust Agreement”), this is to advise you that the Trust Account, as
defined in the Trust Agreement, has incurred a total of $_____________________
in taxes (the “Tax Payments”) for the period from ________ __, 200__ to ________
__, 200__ (the “Tax Period”) as a result of interest and other income earned on
the Property, as defined in the Trust Agreement, during the Tax
Period.
In
accordance with the terms of the Trust Agreement, we hereby authorize you to
distribute from the Trust Account proceeds from the Property equal to the
aggregate Tax Payments on such dates, in such amounts and to such payees as
indicated on the Schedule of Tax Payments attached hereto as Schedule
1.
| Very truly yours, | |
|
GSC
ACQUISITION COMPANY
|
|
|
By:
|
___________________________ |
|
|
[NAME]
[Title]
|
|
Authorized
Counsel Signatory:
|
|
|
By:
|
___________________________ |
|
|
[NAME]
|
C-1
SCHEDULE
1
SCHEDULE
OF TAX PAYMENTS
|
[Payee]
|
|
|
Payment
Date:
|
|
|
Amount:
|
|
|
Address:
|
|
|
[Payee]
|
|
|
Payment
Date:
|
|
|
Amount:
|
|
|
Address:
|
|
|
[Payee]
|
|
|
Payment
Date:
|
|
|
Amount:
|
|
|
Address:
|
|
C-2
EXHIBIT
D
[Letterhead
of Company]
[Insert
date]
American
Stock Transfer
&
Trust Company
00
Xxxxxx
Xxxx
Xxxxx
Xxxxx
Xxx
Xxxx,
Xxx Xxxx 00000
Attn:
Xxxx
Xxxxxx, Vice President
Re: Trust
Account No.
[ ]
Disbursement Letter
Ladies
and
Gentlemen:
Pursuant
to Section 3(ii) of the Investment Management Trust Agreement between GSC
Acquisition Company (the “Company”) and American Stock Transfer & Trust
Company dated as of
,
2007 (the “Trust Agreement”), we hereby authorize you to disburse from the Trust
Account proceeds from the Property, as defined in the Trust Agreement, equal
to
$_______________, to __________________ via wire transfer on ____________,
200_.
| Very truly yours, | |
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GSC
ACQUISITION COMPANY
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By:
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___________________________ |
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[NAME]
[Title]
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Authorized
Counsel Signatory:
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By:
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___________________________ |
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[NAME]
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D-1
EXHIBIT
E
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AUTHORIZED
INDIVIDUAL(S)
FOR
TELEPHONE CALL BACK
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AUTHORIZED
TELEPHONE
NUMBER(S)
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Company:
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GSC
Acquisition Company
000
Xxxxxx Xxxxx, Xxxxx 000
Xxxxxxx
Xxxx, XX 00000
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Attn:
Xxxxx X. Xxxxx, Chief Executive Officer
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(000)
000-0000
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Attn:
Xxxxxxx X. Xxxxxxx, President
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(000)
000-0000
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Trustee:
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American
Stock Transfer & Trust Company
00
Xxxxxx Xxxx
Xxxxx
Xxxxx
Xxx
Xxxx, Xxx Xxxx 00000
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Attn:
Xxxx Xxxxxx, Vice President
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(000)
000-0000
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E-1
