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, $109,800,000 of the gross proceeds of the IPO ($126,720,000
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;


 


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(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)                                 Pay
any taxes on behalf of the Trust Account (it being expressly understood that
the Property shall not be used to pay any such taxes and that such taxes, if
any, shall be paid by the Company from funds not held in the Trust Account).


 


4.                                       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;


 


(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); or


 


(c)                                  On
such date after                 ,
2006 when the Trustee deposits the Property with the United States District
Court for the Southern District of New York in the event that, prior to such
date, the Trustee has not received a Termination Letter from the Company
pursuant to paragraph 1(i).


 


5.                                       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 


 


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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 prior
written consent of Broadband.  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:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Services Acquisition Corp. International

  	
   

  
	
   

  	
  401 East Las Olas Boulevard

  	
   

  
	
   

  	
  Suite 1140

  	
   

  
	
   

  	
  Fort Lauderdale, Florida 33301

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Attn:                           
  

  	
   

  
	
   

  	
  Fax No.:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  in either case with a
  copy to:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Broadband Capital Management LLC

  	
   

  
	
   

  	
  805 Third Avenue

  	
   

  
	
   

  	
  New York, New York 10022

  	
   

  
	
   

  	
  Attn:

  	
   

  
	
   

  	
  Fax No.:

  	
   

  



 


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


 


(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.


 


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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:

  
	
   

  	
   

  
	
   

  	
  SERVICES ACQUISITION CORP. INTERNATIONAL

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  



 


5





















 


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 paragraph
1(i) of the Investment Management Trust Agreement between Services Acquisition
Corp. International (“Company”) and Continental Stock Transfer & Trust
Company (“Trustee”), dated as of                ,
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 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 (a)
the Business Combination has been consummated and (b) 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 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.


 


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,

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Services Acquisition Corp. International

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  



 


A-1





















 


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 paragraph
1(i) of the Investment Management Trust Agreement between Services Acquisition
Corp. International (“Company”) and Continental Stock Transfer & Trust
Company (“Trustee”), dated as of            
, 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 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.  You will notify the Company and JPMorgan
Chase NY Bank (“Designated Paying Agent”) in writing as to when all of the
funds in the Trust Account will be available for immediate transfer (“Transfer
Date”).  The Designated Paying Agent
shall thereafter notify you as to the account or accounts of the Designated
Paying Agent that the funds in the Trust Account should be transferred to on
the Transfer Date so that the Designated Paying Agent may commence distribution
of such funds in accordance with the Company’s instructions.  You shall have no obligation to oversee the
Designated Paying Agent’s distribution of the funds.  Upon the payment to the Designated Paying
Agent of all the funds in the Trust Account, the Trust Agreement shall be
terminated.


 


	
   

  	
  Very truly yours,

  
	
   

  	
   

  
	
   

  	
  Services Acquisition Corp. International

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  



 


B-1





















 


EXHIBIT C


 


	
  AUTHORIZED
  INDIVIDUAL(S)

  FOR TELEPHONE CALL BACK

  	
   

  	
  AUTHORIZED

  TELEPHONE NUMBER(S)

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Company:

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Services Acquisition Corp. International

  	
   

  	
   

  	
   

  
	
  401 East Las
  Olas Boulevard Suite 1140

  Fort Lauderdale, Florida 33301

  	
   

  	
   

  	
   

  
	
  Attn:

  	
   

  	
  [Telephone]

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Trustee:

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Continental Stock Transfer & Trust Company

  	
   

  	
   

  	
   

  
	
  17 Battery Place

  	
   

  	
   

  	
   

  
	
  New York, New York 10004

  	
   

  	
   

  	
   

  
	
  Attn:  Steven G. Nelson, Chairman

  	
   

  	
  [Telephone]

  	
   

  



 


C-1