EXHIBIT 99.3
Term Sheet
Exchange and Support Agreement
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Parties o Alternative Asset Management Acquisition Corp.
("AAMAC"), Halcyon Management Group LLC ("Halcyon"),
Partner Vehicle
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Exchanges
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Exchange Notice o Partner Vehicle(1) may at any time deliver to Halcyon
a notice (an "Exchange Notice") specifying the number
of Class B Interests of Halcyon that it wishes to
exchange (the "Exchange Amount").
o Within one business day of receiving an Exchange
Notice, Halcyon shall deliver to AAMAC a notice (a
"Share Notice") specifying the number of AAMAC common
shares equal to the Exchange Amount.
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Redemption of o Partner Vehicle and Halcyon shall deliver with any
Preferred Exchange Notice and Share Notice, as the case may be,
a number of shares of AAMAC Class A Preferred Stock
for cancellation equal to the Exchange Amount.
o In the event that Partner Vehicle does not receive
common stock as required in respect of any Exchange
Notice within three business days of delivery of such
Exchange Notice, AAMAC shall return to Halcyon, which
shall return to Partner Vehicle, the AAMAC Class A
Preferred Stock delivered with such Exchange Notice.
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Issuance of o Within one business day after the delivery by Halcyon
Common Stock of a Share Notice, AAMAC shall instruct its transfer
agent to issue and contribute to Halcyon, within two
business days thereafter, a number of shares of AAMAC
common stock equal to the Exchange Amount, and
Halcyon shall distribute such shares to Partner
Vehicle in redemption of the Class B Interests held
by the exchanging partner. Nothing in the foregoing
sentence shall be construed to grant additional
registration rights.
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Adjustment of o Upon contribution of a number of AAMAC common shares
Halcyon equal to the Exchange Amount to Halcyon, Halcyon
shall
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(1) Pursuant to the Partner Vehicle Agreement, Partner Vehicle will act as
agent of its partners in connection with an exchange.
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Interests issue to AAMAC a number of Class A Interests equal to
the Exchange Amount and shall cancel an equal number
of Class B Interests. The capital account with
respect to the newly issued Class A Interests shall
be equal to the capital account of the cancelled
Class B Interests.
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Revocation of o At any time prior to Partner Vehicle's receipt of
Exchange Notice common shares in respect of an Exchange Notice,
Partner Vehicle may revoke the Exchange Notice by
written notice to Halcyon.
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Limitations on o Partner Vehicle may not deliver any Exchange Notice,
Exchange and AAMAC shall not be required to take any action
with respect to any Exchange Notice, that requests
the exchange of any Class B Interests that have not
vested in accordance with the vesting provisions set
forth on Annex A to the Stockholders Agreement term
sheet. Partner Vehicle shall incorporate such vesting
provisions into its organizational documents or other
agreements with the Halcyon Partners, and shall not
amend such provisions without the consent of the
independent directors of AAMAC.
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Equityholder Protections
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Limitations on AAMAC o AAMAC may not directly or indirectly acquire, whether
by merger, reorganization, consolidation, purchase,
or otherwise, any business, assets or securities
unless, following such transaction, such business,
assets or securities are owned by Halcyon or a wholly
owned subsidiary of Halcyon;
o Neither AAMAC nor any subsidiary of AAMAC other than
Halcyon and its wholly owned subsidiaries shall own
any assets or securities (other than Halcyon
securities and a de minimis amount of cash or other
temporary investments) or operate any business (other
than the holding of Halcyon securities);
o AAMAC may not modify the rights, powers, preferences
or distributions of any class of its capital stock;
and
o AAMAC may not issue shares of AAMAC Class A Preferred
Stock of the same class as held by Partner Vehicle to
any person other than Partner Vehicle.
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Dilutive Actions o In the event that AAMAC undertakes any stock split,
stock dividend or distribution, subdivision of
shares, reverse stock split, stock combination, or
reclassification, then simultaneously with such
transaction, the number of shares of
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AAMAC Class A Preferred stock held by Partner
Vehicle, the number of Class B Interests of Halcyon
held by Partner Vehicle, and the number of Class A
interests of Halcyon held by AAMAC shall all be
adjusted in the same amount (in percentage terms) as
the AAMAC common shares.
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Issuances o In the event that AAMAC issues any common stock
(other than pursuant to the terms herein, but
including pursuant to Article II of the Purchase
Agreement), including in respect of options, warrants
(including the Founders Performance Warrants, as
defined in the Purchase Agreement) or other
convertible securities, it shall immediately
contribute the proceeds of such issuance, exercise or
conversion to Halcyon in exchange for a number of
Class A Interests of Halcyon equal to the number of
AAMAC common shares so issued.
o In the event that AAMAC issues any securities other
than common stock, including convertible debt
securities, preferred stock, options, warrants, or
other securities exercisable for or convertible into
common stock, (other than pursuant to the terms
herein), it shall immediately contribute the proceeds
of such issuance to Halcyon.
o From and after the Closing Date, in the event that
Halcyon issues to any Person any Class B Interests
(including pursuant to Article II of the Purchase
Agreement), AAMAC shall, as promptly as practicable,
issue an equal number of shares of its Class A
Preferred Stock to such Person.
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Fundamental o In the event of any merger, acquisition,
Transactions reorganization, consolidation, or liquidation of
AAMAC involving a payment or distribution of cash,
securities or other assets to the holders of AAMAC
common stock (a "Fundamental Transaction"), the Class
B Interests shall remain outstanding and the exchange
provisions of this Exchange and Support Agreement
shall thereafter permit the exchange of such
interests in Halcyon for the amount of such cash,
securities or other assets which Partner Vehicle
would have received had it made such exchange
immediately prior to such Fundamental Transaction,
regardless of whether such exchange would actually
have been permitted at such time.
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Other Provisions
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Transfer Taxes o All share issuances or contributions hereunder shall
be made free and clear of any present or future
transfer taxes and
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liabilities.
o Each party shall pay any and all transfer taxes that
it is required to pay under applicable law. Any
applicable income tax obligation (or withholding
obligation with respect thereto) will be borne by the
Partner Vehicle.
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Reservation of o AAMAC shall at all times have reserved from its
Common Stock authorized capital stock a number of shares of common
stock equal to the number of Class B Interests of
Halcyon indirectly held by members of Partner Vehicle
whose interests have vested in accordance with the
rules set forth on Annex A to the Stockholders
Agreement term sheet.
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Specific performance o Each party shall be entitled to injunctive relief to
enforce the provisions of this agreement.
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Termination o Agreement shall terminate on the date that no Class B
Interests remain outstanding.
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Amendment o Agreement can be amended or modified only with the
prior written consent of the independent directors of
AAMAC and the Partner Vehicle.
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