Exhibit 10.5
FORM OF INVESTMENT MANAGEMENT TRUST AGREEMENT
This Agreement is made as of _____________, 2007 by and between
Alternative Asset Management Acquisition Corp., a Delaware corporation
("Company") and Continental Stock Transfer & Trust Company ("Trustee").
WHEREAS, the Company's registration statement on Form S-1, No. 333-141593
("Registration Statement"), for its initial public offering of securities
("IPO") has been declared effective as of the date hereof ("Effective Date") by
the Securities and Exchange Commission (capitalized terms used herein and not
otherwise defined shall have the meanings set forth in the Registration
Statement); and
WHEREAS, Citigroup Global Markets Inc. ("Citi") is acting as the
representative of the underwriters in the IPO (the "Underwriters") pursuant to
an underwriting agreement dated on or about the date hereof between the Company
and Citi (the "Underwriting Agreement"); and
WHEREAS, as described in the Registration Statement, and in accordance
with the Company's Certificate of Incorporation, $196,000,000 of the gross
proceeds of the IPO, including certain deferred underwriting discounts and
commissions and proceeds from the sale of the Sponsors' Warrants (or
$224,800,000 if the underwriters' over-allotment option is exercised in full or
a pro rata portion thereof pursuant to the terms of the Underwriting Agreement
if the Underwriters' over-allotment option is exercised in part, but not in
full, prior to the time of its expiration), 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 $.0001 per share, issued in the
IPO as hereinafter provided (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, Citi and the Company will be
referred to together as the "Beneficiaries");
WHEREAS, pursuant to the Underwriting Agreement, a portion of the Property
equal to $6.0 million ($6.9 million, if the underwriters' over-allotment option
is exercised in full or a pro rata portion thereof pursuant to the terms of the
Underwriting Agreement if the Underwriters' over-allotment option is exercised
in part, but not in full, prior to the time of its expiration) is attributable
to deferred underwriting commissions that will become payable to Citi 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;
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 in segregated trust accounts ("Trust Account")
established by the Trustee at [ ] and at a brokerage institution 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 United States "government securities" within
the meaning of Section 2(a)(16) of the Investment Company Act of 1940 having a
maturity of 180 days or less, and/or in any open ended investment company
registered under the Investment Company Act of 1940 that holds itself out as a
money market fund selected by the Company meeting the conditions of paragraphs
(c)(2), (c)(3) and (c)(4) of Rule 2a-7 promulgated under the Investment Company
Act of 1940, as determined by the Company;
(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 and/or Citi to do so;
(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;
and
(i) Commence liquidation of the Trust Account only after and
promptly 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 hereto, signed on behalf of the Company by its
Chief Executive Officer, Chief Financial Officer, Secretary or Assistant
Secretary or other authorized officer of the Company, 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; provided, however, that in the event that a Termination
Letter has not been received by the Trustee by the 24-month anniversary of the
effective date of the Registration Statement ("Last Date"), the Trust Account
shall be liquidated in accordance with the procedures set forth in the
Termination Letter attached as Exhibit B hereto and distributed to the
stockholders of record on the Last Date. The provisions of this Section 1(i) may
not be modified, amended or deleted under any circumstances.
2. Limited Distributions of Income from Trust Account.
(a) Upon written request from the Company, which may be given from
time to time in a form substantially similar to that attached hereto as Exhibit
C, the Trustee shall distribute to the Company the amount requested by the
Company to cover any income tax
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obligation owed by the Company as a result of interest or other income earned on
the funds held in the Trust Account or any franchise tax obligation of the
Company;
(b) Upon written request from the Company, which may be given from
time to time but not more frequently than once each month, in a form
substantially similar to that attached hereto as Exhibit D, the Trustee shall
distribute to the Company the amount requested by the Company to cover expenses
related to investigating and selecting a target business and other working
capital requirements; provided, however, that the aggregate amount of all such
distributions shall not exceed the lesser of (y) the aggregate amount of income
actually received on amount in the Trust Account less an amount equal to
estimated taxes that are or will be due on such income at an assumened rate of
40% and (z) $2,200,000. It is understood that the Trustee's only responsibility
under this section is to follow the instructions of the Company; and
(c) The limited distributions referred to in Sections 2(a) and 2(b)
above shall be made only from income collected on the Property. Except as
provided in Section 2(a) and 2(b) above, no other distributions from the Trust
Account shall be permitted except in accordance with Section 1(i) hereof.
3. 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, Chief Financial Officer or
other authorized officer. In addition, except with respect to its duties under
paragraphs 1(i), 2(a) and 2(b) 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 Trustee may not agree to settle any
Indemnified Claim without the prior written consent of the Company (such consent
not to be unreasonably withheld) unless such settlement includes a full release
of the Company with respect to such Indemnified Claim. The Company may
participate in such action with its own counsel;
(c) Pay the Trustee an initial acceptance fee, an annual fee and a
transaction processing fee for each disbursement made pursuant to Section 2 as
set forth on Schedule A hereto, which fees shall be subject to modification by
the parties from time to time. It is
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expressly understood that the Property shall not be used to pay such fees unless
and until it is distributed to the Company pursuant to Section 2. 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 annual 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
set forth in this Section 3(c) and as may be provided in Section 3(b) hereof (it
being expressly understood that the Property shall not be used to make any
payments to the Trustee under such Sections); and
(d) In connection with any vote of the Company's stockholders
regarding a Business Combination, provide to the Trustee an affidavit or
certificate of a firm regularly engaged in the business of soliciting proxies
and/or tabulating stockholder votes (which firm may be the Trustee) verifying
the vote of the Company's stockholders regarding such Business Combination.
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 2 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 other parties hereto 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 Trustee signed by the proper party or
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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) Prepare, execute and file tax reports, income or other tax
returns and pay any taxes with respect to income and activities relating to the
Trust Account, regardless of whether such tax is payable by the Trust Account or
the Company (including but not limited to income tax obligations), it being
expressly understood that as set forth in Section 2(a), if there is any income
or other tax obligation relating to the Trust Account or the Property in the
Trust Account, as determined from time to time by the Company and regardless of
whether such tax is payable by the Company or the Trust, at the written
instruction of the Company, the Trustee shall make funds available in cash from
the Property in the Trust Account an amount specified by the Company as owing to
the applicable taxing authority, which amount shall be paid directly to the
Company by electronic funds transfer, account debit or other method of payment,
and the Company shall forward such payment to the taxing authority
(i) Verify calculations, qualify or otherwise approve Company
requests for distributions pursuant to Section 1(i), 2(a) or 2(b) above, it
being understood that the foregoing shall not limit the Trustee's obligation to
act upon such requests for distributions.
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; provided,
however, that, in the event that the Company does not locate a successor trustee
within ninety days of receipt of the resignation notice from the Trustee, the
Trustee may submit an application to have the Property deposited with any court
in the State of New York or 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; or
(b) At such time that the Trustee has completed the liquidation of
the Trust Account in accordance with the provisions of paragraph 1(i) hereof,
and distributed the Property in accordance with the provisions of the
Termination Letter, this Agreement shall terminate except with respect to
Paragraph 3(c).
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
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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, without giving effect to
conflicts of law principles that would result in the application of the
substantive laws of another jurisdiction. It may be executed in several original
or facsimile counterparts, each one of which shall constitute an original, and
together shall constitute but one instrument.
(c) This Agreement contains the entire agreement and understanding
of the parties hereto with respect to the subject matter hereof. Except for
Section 1(i) (which may not be amended under any circumstances), this Agreement
or any provision hereof may only be changed, amended or modified by a writing
signed by each of the parties hereto; provided, however, that no such change,
amendment or modification may be made without the prior written consent of the
Public Stockholders, it 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 Citi. 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, Borough of Manhattan,
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: Continental Stock Transfer & Trust Company
00 Xxxxxxx Xxxxx
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Xxx Xxxx, Xxx Xxxx 00000
Attn: Xxxxxx X. Xxxxxx
Fax No.: (000) 000-0000
if to the Company, to: Alternative Asset Management Acquisition Corp.
000 Xxxxxxx Xxxxxx, 00xx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attn: Chief Executive Officer
in either case,
with a copy to: Citigroup Global Markets Inc.
000 Xxxxxxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attn: General Counsel
Fax No.: (000) 000-0000
and Akin Gump Xxxxxxx Xxxxx & Xxxx LLP
000 Xxxxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attn: Xxxxx Xxxxxxxxxx, Esq.
Fax No.: (000) 000-0000
(f) This Agreement may not be assigned by the Trustee without the
prior consent of the Company and Citi.
(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) Each of the Company and the Trustee hereby acknowledge that Citi
is a third party beneficiary of this Agreement.
[SIGNATURE PAGE FOLLOWS]
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IN WITNESS WHEREOF, the parties have duly executed this Investment
Management Trust Agreement as of the date first written above.
CONTINENTAL STOCK TRANSFER
& TRUST COMPANY, as Trustee
By:
-----------------------------------
Name:
-----------------------------------
Title:
-----------------------------------
ALTERNATIVE ASSET MANAGEMENT
ACQUISITION CORP.
By:
-----------------------------------
Name:
-----------------------------------
Title:
-----------------------------------
S-1
SCHEDULE A
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Fee Item Time and method of payment Amount
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Initial acceptance fee Initial closing of IPO $1,000
by wire transfer
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Annual fee First year, initial closing $3,000
of IPO by wire transfer;
thereafter on the anniversary
of the effective date of the IPO
by wire transfer or check
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Transaction processing Deduction by Trustee $250
fee for disbursements to from accumulated income
Company under Section 2 following disbursement made
to Company under Section 2
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Schedule A
EXHIBIT A
[Letterhead of Company]
[Insert date]
Continental Stock Transfer & Trust Company
00 Xxxxxxx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attn: Xxxxxx Xxxxxx
Re: Trust Account No. ________ Termination Letter
Gentlemen:
Pursuant to paragraph 1(i) of the Investment Management Trust Agreement
between Alternative Asset Management Acquisition Corp. ("Company") and
Continental Stock Transfer & Trust Company ("Trustee"), dated as of __________,
2007 ("Trust Agreement"), this is to advise you that the Company has entered
into an agreement ("Business Agreement") with __________________ ("Target
Business") to consummate a business combination with Target Business ("Business
Combination") 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 Business
Combination ("Consummation Date").
In accordance with the terms of the Trust Agreement, we hereby authorize
you to commence liquidation of the Trust Account to the effect that, on the
Consummation Date, all of 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.
On the Consummation Date (i) counsel for the Company shall deliver to you
written notification that the Business Combination has been consummated
("Counsel's Letter"), (ii) the Company shall deliver to you (a) [an affidavit]
[a certificate] of __________________, which verifies the vote of the Company's
stockholders in connection with the Business Combination and (iii) the Company
and Citi shall deliver to you joint written instructions with respect to the
transfer of the funds, including the Deferred Discount, held in the Trust
Account ("Instruction Letter"). You are hereby directed and authorized to
transfer the funds held in the Trust Account immediately upon your receipt of
the Counsel's Letter and the Instruction Letter, to (a) Public Stockholders who
exercised their conversion rights in connection with the Business Combination,
in an amount equal to their 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 Citi 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
Exhibit A
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 distributed
after the Consummation Date to the Company. Upon the distribution of all the
funds in the Trust Account pursuant to the terms hereof, the Trust Agreement
shall be terminated and the Trust Account closed.
In the event that the Business Combination is not consummated on the
Consummation Date described in the notice thereof and we have not notified you
on or before the original Consummation Date of a new Consummation Date, then the
funds held in the Trust Account shall be reinvested as provided in the Trust
Agreement on the business day immediately following the Consummation Date as set
forth in the notice.
Very truly yours,
ALTERNATIVE ASSET MANAGEMENT
ACQUISITION CORP.
By:
-----------------------------------
Name:
-----------------------------------
Title:
-----------------------------------
cc: Citigroup Global Markets Inc.
Exhibit A
EXHIBIT B
[Letterhead of Company]
[Insert date]
Continental Stock Transfer & Trust Company
00 Xxxxxxx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attn: Xxxxxx Xxxxxx
Re: Trust Account No. ________ Termination Letter
Gentlemen:
Pursuant to paragraph 1(i) of the Investment Management Trust Agreement
between Alternative Asset Management Acquisition Corp. ("Company") and
Continental Stock Transfer & Trust Company ("Trustee"), dated as of ___________,
2007 ("Trust Agreement"), this is to advise you that the Company has been unable
to effect a Business Combination with a Target Company within the time frame
specified in the Company's Certificate of Incorporation, as described in the
Company's prospectus relating to its IPO.
In accordance with the terms of the Trust Agreement, we hereby authorize
you, to commence liquidation of the Trust Account as promptly as practicable to
stockholders of record on the Last Date (as defined in the Trust Agreement). You
will notify the Company in writing as to when all of the funds in the Trust
Account will be available for immediate transfer ("Transfer Date") in accordance
with the terms of the Trust Agreement and the Certificate of Incorporation of
the Company. You shall commence distribution of such funds in accordance with
the terms of the Trust Agreement and the Certificate of Incorporation of the
Company and you shall oversee the distribution of the funds. Upon the
distribution of all the funds in the Trust Account, your obligations under the
Trust Agreement shall be terminated.
Very truly yours,
ALTERNATIVE ASSET MANAGEMENT
ACQUISITION CORP.
By:
-----------------------------------
Name:
-----------------------------------
Title:
-----------------------------------
cc: Citigroup Global Markets Inc.
Exhibit B
EXHIBIT C
[Letterhead of Company]
[Insert date]
Continental Stock Transfer & Trust Company
00 Xxxxxxx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attn: Xxxxxx Xxxxxx
Re: Trust Account No. ________
Gentlemen:
Pursuant to paragraph 2(a) of the Investment Management Trust Agreement
between Alternative Asset Management Acquisition Corp. ("Company") and
Continental Stock Transfer & Trust Company ("Trustee"), dated as of ___________,
2007 ("Trust Agreement"), this is to advise you that the Company hereby requests
that you deliver to the Company $_______ of the income earned and collected on
the Property as of the date hereof. The Company needs such funds to pay for the
tax obligations as set forth on the attached tax return or tax statement. In
accordance with the terms of the Trust Agreement, you are hereby directed and
authorized to transfer (via wire transfer) such funds promptly upon your receipt
of this letter to the Company's operating account at:
[WIRE INSTRUCTION INFORMATION]
Very truly yours,
ALTERNATIVE ASSET MANAGEMENT
ACQUISITION CORP.
By:
-----------------------------------
Name:
-----------------------------------
Title:
-----------------------------------
Exhibit C
EXHIBIT D
[Letterhead of Company]
[Insert date]
Continental Stock Transfer & Trust Company
00 Xxxxxxx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attn: Xxxxxx Xxxxxx
Re: Trust Account No. ________
Gentlemen:
Pursuant to paragraph 2(b) of the Investment Management Trust Agreement
between Alternative Asset Management Acquisition Corp. ("Company") and
Continental Stock Transfer & Trust Company ("Trustee"), dated as of ___________,
2007 ("Trust Agreement"), this is to advise you that the Company hereby requests
that you deliver to the Company $_______ of the income earned and collected on
the Property as of the date hereof, which does not exceed, in the aggregate with
all such prior disbursements pursuant to paragraph 2(b), if any, the maximum
amount set forth in paragraph 2(b). The Company needs such funds to cover its
expenses relating to investigating and selecting a target business and other
working capital requirements. In accordance with the terms of the Trust
Agreement, you are hereby directed and authorized to transfer (via wire
transfer) such funds promptly upon your receipt of this letter to the Company's
operating account at:
[WIRE INSTRUCTION INFORMATION]
Very truly yours,
ALTERNATIVE ASSET MANAGEMENT
ACQUISITION CORP.
By:
-----------------------------------
Name:
-----------------------------------
Title:
-----------------------------------
cc: Citigroup Global Markets Inc.
Exhibit D
EXHIBIT E
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AUTHORIZED INDIVIDUAL(S) FOR TELEPHONE AUTHORIZED TELEPHONE
CALL BACK NUMBER(S)
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Company: (000) 000-0000
Alternative Asset Management Acquisition Corp.
000 Xxxxxxx Xxxxxx, 00xx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attn: Chief Executive Officer
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Trustee: (000) 000-0000
Continental Stock Transfer & Trust Company
00 Xxxxxxx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attn: Xxxxx Di Paolo, CFO
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Exhibit E
