Exhibit 10.6
INVESTMENT MANAGEMENT TRUST
AGREEMENT
This Agreement is made as
of ,
2005 by and between Services Acquisition Corp. International (the
“Company”) and Continental Stock Transfer & Trust
Company (“Trustee”).
WHEREAS, the Company’s
Registration Statement on Form S-1,
No. 333- (“Registration
Statement”), for its initial public offering of securities
(“IPO”) has been declared effective as of the date
hereof by the Securities and Exchange Commission (“Effective
Date”); and
WHEREAS, Broadband Capital
Management LLC (“Broadband”) is acting as the
representative of the underwriters in the IPO; and
WHEREAS, as described in the
Company’s Registration Statement, and in accordance with the
Company’s Certificate of Incorporation, $36,400,000 of the
gross proceeds of the IPO ($41,860,000 if the underwriters
over-allotment option is exercised in full) will be delivered to
the Trustee 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 $.001 per share, issued in the IPO as
hereinafter provided and in the event the Units are registered in
Colorado, pursuant to Section 11-51-302(6) of the Colorado
Revised Statutes. A copy of the Colorado Statute is attached hereto
and made a part hereof (the amount to be delivered to the Trustee
will be referred to herein as the “Property”; the
stockholders for whose benefit the Trustee shall hold the Property
will be referred to as the “Public Stockholders,” and
the Public Stockholders and the Company will be referred to
together as the “Beneficiaries”); 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;
IT IS AGREED:
1.
Agreements and Covenants of
Trustee . The
Trustee hereby agrees and covenants to:
(a)
Hold the Property
in trust for the Beneficiaries in accordance with the terms of this
Agreement, including the terms of Section 11-51-302(6) of the
Colorado Statute, in a segregated trust account (“Trust
Account”) established by the Trustee at a branch of JPMorgan
Chase NY Bank selected by the Trustee;
(b)
Manage, supervise
and administer the Trust Account subject to the terms and
conditions set forth herein;
(c)
In a timely
manner, upon the instruction of the Company, to invest and reinvest
the Property in any “Government Security.” As
used herein, Government Security means any Treasury Bill issued by
the United States, having a maturity of one hundred and eighty days
or less;
(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 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;
(h)
Render to the
Company and to Broadband, 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; and
(i)
Commence
liquidation of the Trust Account only after receipt of and only in
accordance with the terms of a letter (“Termination
Letter”), in a form substantially similar to that attached
hereto as either Exhibit A or Exhibit B, signed on behalf of
the Company by its President or Chairman of the Board and
Secretary, and complete the liquidation of the Trust Account and
distribute the Property in the Trust Account only as directed in
the Termination Letter and the other documents referred to
therein. The Trustee understands and agrees that
disbursements from the Trust Account shall be made only pursuant to
a duly executed Termination Letter, together with the other
documents referenced herein. In all cases, the Trustee shall
provide Broadband with a copy of any Termination Letters and/or any
other correspondence that it receives with respect to any proposed
withdrawal from the Trust Account promptly after it receives
same.
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 President or Chairman of the Board. In
addition, except with respect to its duties under paragraph 1(i)
above, 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 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 Trustee shall have the right to conduct
and manage the defense against such Indemnified Claim, provided,
that the Trustee shall obtain the consent of the Company with
respect to the selection of counsel, which consent shall not be
unreasonably withheld. The Company may participate in such
action with its own counsel; and
(c)
Pay the Trustee
an initial acceptance fee of $[1,000] and an annual fee of $[3,000]
(it being expressly understood that the Property shall not be used
to pay such fee). The Company shall pay the Trustee the
initial acceptance fee and first year’s fee at the
consummation of the IPO and thereafter on the anniversary of the
Effective Date. The Trustee shall refund to the Company the
fee (on a pro rata basis) with respect to any period after the
liquidation of the Trust Fund. 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 (it being expressly
understood that the Property shall not be used to make any payments
to the Trustee under such paragraph).
3.
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 paragraph 1
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;
2
(e)
Assume that the
authority of any person designated by the Company to give
instructions hereunder shall not be continuing unless provided
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