Exhibit 10.11


 


INVESTMENT
MANAGEMENT TRUST AGREEMENT


 


This
Agreement is made as of October 19, 2005 by and between Federal Services
Acquisition Corporation (the “Company”) and Continental Stock Transfer &
Trust Company (“Trustee”).


 


WHEREAS,
the Company’s Registration Statement on Form S-1, No. 333-124638 (“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,
CRT Capital Group LLC (“CRT”) is acting as the underwriter in the IPO; and


 


WHEREAS,
as described in the Company’s Registration Statement, and in accordance with
the Company’s Certificate of Incorporation, $117,180,000 of the gross proceeds
of the IPO ($135,135,000 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 $.0001 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 money market funds or 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 and CRT 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 CRT, and to such other person as the Company may
instruct, in writing, monthly statements of the activities of and amounts in
the Trust Account reflecting all receipts and disbursements of the Trust
Account;


 


(i)            If
there is any income tax obligation relating to the income of the Property in
the Trust Account, then, at the written instruction of the Company, the Trustee
shall issue a check directly to the taxing authorities designated by the
Company, out of the Property in the Trust Account, the amount indicated by the
Company as owing to each such taxing authority; and


 


(j)            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 affirmed by its entire 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 the other documents referred to therein;
provided, however, that in the event that a Termination Letter
has not been received by April 25, 2006 (or the date that is the six month
anniversary of such date, in the event that (i) a letter of intent, agreement
in principle or definitive agreement has been executed prior to such date in
connection with a Business Combination (as defined in the Termination Letter
attached hereto as Exhibit A) that has not been consummated by October 25, 2007
and (ii) the Company has complied with Section 2(d) hereof prior to such date),
the Trust Account shall be liquidated in accordance with the procedures set
forth in the Termination Letter attached as Exhibit B to the stockholders of
record on the record date; provided, further, that the record
date shall be within ten (10) days of April 25, 2007 (or the date that is the
six month anniversary of such date, in the event that (i) a letter of intent,
agreement in principle or definitive agreement has been executed prior to such
date in connection with a Business Combination that has not been consummated by
October 25, 2007 and (ii) the Company has complied with Section 2(d) hereof
prior to such date), or as soon thereafter as is practicable. In all cases, the
Trustee shall provide CRT with a copy of any Termination Letter and/or any
other correspondence that it receives with respect to any proposed withdrawal
from the Trust Account promptly after it receives the same.


 


2.             Agreements
and Covenants of the Company. The Company hereby agrees and covenants to:


 


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(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;


 


(c)           Pay
the Trustee an initial acceptance fee of $1,000 and a monthly fee of $300 (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 the fee for
the first twelve months 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);


 


(d)           Provide
to the Trustee any letter of intent, agreement in principle or definitive
agreement that is executed in connection with a Business Combination, together
with a certified copy of a unanimous resolution of the Board of Directors of
the Company affirming that such letter of intent, agreement in principle or
definitive agreement is in effect; and


 


(e)           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 tabulating
stockholder votes (which firm may be the Trustee) verifying the vote of the
Company’s stockholders regarding such Business Combination.


 


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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;


 


(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 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)           File
information returns with the United States Internal Revenue Service and payee
statements with the Company, documenting the taxes payable by the Company, if
any, relating to interest earned on the Property.


 


4.             Trust
Account Waiver. The Trustee has no right, title, interest, or claim of any
kind (“Claim”) in or to any monies in the Trust Account, and hereby waives any
Claim in or to any monies in the Trust Account it may have in the future, and
hereby agrees not to seek 


 


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recourse, reimbursement, payment or satisfaction for
any Claim against the Trust Account for any reason whatsoever.


 


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 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 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 C. 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, without giving effect to conflict of laws. It
may be executed in several 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. 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 


 


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prior written consent of CRT. 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:


 


Continental Stock
Transfer

& Trust Company

17 Battery Place

New York, New York 10004

Attn:  Steven G. Nelson

Fax No.:  (212) 509-5150


 


If to
the Company, to:


 


Federal Services
Acquisition Corporation

900 Third Avenue, 33rd Floor

New York, New York 10022

Attn:  Joel R. Jacks, Chairman

Fax No.:  (212) 371-7254


 


in
either case with a copy to:


 


CRT Capital Group LLC

262 Harbor Drive

Stamford, CT  06902

Attn:  Christopher Chase, Managing
Director

Fax No.: (203) 569-6890


 


(f)            This
Agreement may not be assigned by the Trustee without the prior written consent
of the Company and CRT.


 


(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 hereby consents to the inclusion of Continental Stock Transfer &
Trust Company in the Registration Statement and other materials relating to the
IPO.


 


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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:

  	
  /s/
  STEVEN NELSON

  	
   

  
	
   

  	
   

  	
   Name:
  Steven Nelson

  
	
   

  	
   

  	
   Title:
  Chairman

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  FEDERAL
  SERVICES ACQUISITION 

  CORPORATION

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  JOEL R. JACKS

  	
   

  
	
   

  	
   

  	
  Name:
  Joel R. Jacks

  
	
   

  	
   

  	
  Title:
  Chairman and Chief Executive Officer

  
					



 


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EXHIBIT A


 


[Letterhead
of Company]

[Insert date]


 


Continental Stock Transfer

& Trust Company

17 Battery Place

New York, New York 10004

Attn:  Steven Nelson


 


Re:  Trust
Account No. Termination Letter


 


Gentlemen:


 


Pursuant
to the Investment Management Trust Agreement between Federal Services
Acquisition Corporation (“Company”) and Continental Stock Transfer & Trust
Company (“Trustee”), dated as of October 19, 2005 (“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 two
business days in advance of the actual date of the consummation of the Business
Combination (“Consummation Date”).


 


Pursuant
to Section 2(e) of the Trust Agreement, we are providing you with [an
affidavit] [certificate of                  ],
which verifies the vote of the Company’s stockholders in connection with the
Business Combination. 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 the 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 (a) the Business Combination has been consummated and (b) if applicable,
the provisions of Section 11-51-302(6) and Rule 51-3.4 of the Colorado Statute
have been met, and (ii) the Company shall deliver to you written instructions
with respect to the transfer of the funds 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, 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.
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.


 


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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,

  
	
   

  	
   

  
	
   

  	
  FEDERAL
  SERVICES ACQUISITION 

  CORPORATION

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  



 


A-2

















 


EXHIBIT B


 


(Letterhead
of Company)

(Insert date)


 


Continental Stock Transfer

& Trust Company

17 Battery Place

New York, New York 10004

Attn:  Steven Nelson


 


Re:  Trust
Account No. Termination Letter


 


Gentlemen:


 


Pursuant
to the Investment Management Trust Agreement between Federal Services Acquisition
Corporation (“Company”) and Continental Stock Transfer & Trust Company (“Trustee”),
dated as of October 19, 2005 (“Trust Agreement”), this is to advise you that
the Board of Directors of the Company has voted to dissolve and liquidate the
Trust Account. Attached hereto is a copy of the minutes of the meeting of the
Board of Directors of the Company relating thereto, certified by the Secretary
of the Company as true and correct and in full force and effect.


 


In
accordance with the terms of the Trust Agreement, we hereby (a) certify to you
that, if applicable, the provisions of Section 11-51-302(6) and Rule 51-3.4 of
the Colorado Statute have been met and (b) authorize you, to commence
liquidation of the Trust Account. 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 (“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. Upon the payment of all the funds in the Trust Account, the Trust
Agreement shall be terminated.


 


	
   

  	
  Very
  truly yours,

  
	
   

  	
   

  
	
   

  	
  FEDERAL
  SERVICES ACQUISITION 

  CORPORATION

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  



 


B-1

















 


EXHIBIT
C


 


	
  AUTHORIZED INDIVIDUAL(S) FOR 

  TELEPHONE CALL BACK

  	
   

  	
  AUTHORIZED TELEPHONE NUMBER(S)

  
	
   

  	
   

  	
   

  
	
  Company:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Federal
  Services Acquisition Corporation

  900 Third Avenue

  33rd Floor

  New York, New York 10022

  Attn: Joel R. Jacks or Peter M. Schulte

  	
   

  	
  (646)
  403-9765

  
	
   

  	
   

  	
   

  
	
  Trustee:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Continental
  Stock Transfer

  & Trust Company

  17 Battery Place

  New York, New York 10004

  Attn: Steven G. Nelson, Chairman

  	
   

  	
  (212)
  845-3201

  



 


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