EX-10.3






Exhibit 10.3




INVESTMENT MANAGEMENT TRUST AGREEMENT




     This Agreement is made as of                     
___, 2008 by and between Gabelli Entertainment &
Telecommunications Acquisition Corp. (the “Company”), located at 140 Greenwich Avenue, Greenwich,
Connecticut 06830 and American Stock Transfer & Trust Company
(“Trustee”), located at 59 Maiden Lane, New York, New York
10038.



     WHEREAS, the Company’s registration statement on Form S-1, No. 333-152758 (“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. (“Citigroup”) is acting as the representative of the
underwriters in the IPO; and



     WHEREAS, as described in the Registration Statement, and in accordance with the Company’s
Amended and Restated Certificate of Incorporation, $124,008,125 of the gross proceeds of the IPO
and sale of the Private Placement Warrants (or $142,101,875 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 (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 in a segregated trust account(s) (“Trust Account”) established by the Trustee at J. P.
Morgan Chase Bank N.A. and at an office of                      selected by the Company;



     (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 (i) U.S. Treasury securities having a maturity of 180
days or less or (ii) a money market fund meeting the requirements of Rule 2a-7 promulgated under the Investment Company
Act of 1940 that invest solely in U.S. Treasury securities and repurchase agreement transactions
solely involving U.S. Treasury securities, 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;



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     (e) Notify the Company and Citigroup  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 relating to income from the property
in the Trust Account (or otherwise);



     (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 Citigroup to do so;



     (h) Render to the Company and to Citigroup, 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 or Chairman of the Board and Secretary or Assistant
Secretary and affirmed by counsel for 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 closing
(“Closing”) of the IPO (“First Date”), or the 30-month anniversary of the Closing (“Last Date”) in
the event that a definitive agreement for a Business Combination has been executed on or prior to
the First Date but the Business Combination has not been consummated by the First Date, the Trust
Account shall be liquidated in accordance with the procedures set forth in the Termination Letter
attached as Exhibit B hereto to the stockholders of record on the record date established by the
Company for such purpose. The Company shall set the record date to be within ten days of the Last
Date, or as soon thereafter as reasonably practicable and legally permissible. In all cases, the
Trustee shall provide Citigroup 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. Limited Distributions 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 by wire transfer the amount requested by the Company to cover any income or other tax
obligation owed by the Company;



     (b) 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 D, the Trustee shall distribute to the
Company by wire transfer 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 $2,000,000 and the
Company will not be allowed to withdraw interest income earned on the trust account unless there is
sufficient funds available to pay the Company’s tax obligations on such interest income or
otherwise then due at that time;



     (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.



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     (e) In all cases, the Company shall provide Citigroup with a copy of any Termination Letters
and/or any other correspondence that it issues to the Trustee with respect to any proposed
withdrawal from the Trust Account promptly after such issuance.



     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
Chairman of the Board or President 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, which consent shall not be unreasonably withheld. The Company may
participate in such action with its own counsel;



     (c) Pay
the Trustee annual and transaction processing fees
as agreed upon by the parties, which fees
shall be subject to modification by the parties from time to time. It is 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);



     (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; and



     (e) In connection with the Trustee acting as Paying/Disbursing Agent pursuant to Exhibit B,
the Company will not give the Trustee disbursement instructions which would be prohibited under
this Agreement or give the Trustee instructions to make any payment that is not specifically
authorized by this Agreement.



     4. Limitations of Liability. The Trustee shall have no responsibility or liability to:



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     (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) Imply obligations, perform duties, inquire or otherwise be subject to the provisions of
any agreement or document other than this Agreement and that which is expressly set forth herein;



     (c) 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 here-in to
do so and the Company shall have advanced or guaranteed to it funds sufficient to pay any expenses
incident thereto;



     (d) Change the investment of any Property, other than in compliance with paragraph 1(c);



     (e) Refund any depreciation in principal of any Property;



     (f) 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;



     (g) 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;



     (h) 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



     (i) Prepare, execute and file tax reports, income or other tax returns and pay any taxes with
respect to income and other 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 1(i), 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.



     5. Termination. This Agreement shall terminate as follows:



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     (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(b).



     6. Miscellaneous.



     (a) The Company and the Trustee each acknowledge that the Trustee will follow the procedures
set forth below with respect to funds transferred from the Trust Account. In executing funds
transfers, the Trustee will rely upon all information of a beneficiary, beneficiary’s bank or
intermediary bank. The Trustee shall not be liable for any loss, liability or expense resulting
from any error in an account number or other identifying number.



     (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 here-of 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 Citigroup. 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:



American Stock Transfer

& Trust Company

59 Maiden Lane

New York, New York 10038




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Attn: Steven G. Nelson

Facsimile: (212) 845-3202



if to the Company, to:



Gabelli Entertainment & Telecommunications Acquisition Corp.

140 Greenwich Avenue

Greenwich, Connecticut 06830

Attn: Mario J. Gabelli, Chairman

Facsimile: (___) __-___________



in either case with a copy to:



Graubard Miller

The Chrysler Building

405 Lexington Avenue

New York, New York 10174

Attn: David Alan Miller, Esq.

Facsimile: (212) 818-8881



and:



Citigroup
Global Markets Inc.

388 Greenwich St.

New York, New York 10013

Attn: David Spivak


Facsimile: (___) __-_________



and:



Greenberg Traurig, LLP

Met Life Building

200 Park Avenue

New York, New York 10166

Attn: Alan I. Annex, Esq.

Facsimile: (212) 801-5552




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



     (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 Citigroup  is a third party
beneficiary of this Agreement.



     (i) The
Trustee hereby consents to the inclusion of American Stock Transfer & Trust Company
in the Registration Statement and other materials related 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.



	 	 	 	 	 
	 	AMERICAN STOCK TRANSFER

& TRUST COMPANY, as Trustee

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	GABELLI ENTERTAINMENT &
TELECOMMUNICATIONS
ACQUISITION CORP.

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 



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EXHIBIT A




[Letterhead of Company]




[Insert date]




American Stock Transfer

& Trust Company

59 Maiden Place

New York, New York 10038





	 	Re: 	 	Trust Account No.            Termination Letter





Gentlemen:



Pursuant to paragraph 1(i) of the Investment Management Trust Agreement between Gabelli
Entertainment & Telecommunications Acquisition Corp. (“Company”) and American Stock Transfer &
Trust Company (“Trustee”), dated as of                     , 2008 (“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”) and (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 (b) 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 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.




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	 	Very truly yours,



GABELLI ENTERTAINMENT & TELECOMMUNICATIONS ACQUISITION CORP.

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 


cc: Citigroup
Global Markets Inc.




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EXHIBIT B




[Letterhead of Company]




[Insert date]




American Stock Transfer

& Trust Company

59 Maiden Lane

New York, New York 10038





	 	Re: 	 	Trust Account No.            Termination Letter





Gentlemen:



Pursuant to paragraph 1(i) of the Investment Management Trust Agreement between Gabelli
Entertainment & Telecommunications Acquisition Corp. (“Company”) and American Stock Transfer &
Trust Company (“Trustee”), dated as of                     , 2008 (“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, but no later than ten business days
from the date hereof, 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,



GABELLI ENTERTAINMENT & TELECOMMUNICATIONS ACQUISITION CORP.

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 


cc: Citigroup
Global Markets Inc.




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EXHIBIT C




[Letterhead of Company]




[Insert date]




American Stock Transfer

& Trust Company

59 Maiden Lane

New York, New York 10038





	 	Re: 	 	Trust Account No.





Gentlemen:



Pursuant to paragraph 2(a) of the Investment Management Trust Agreement between Gabelli
Entertainment & Telecommunications Acquisition Corp.
(“Company”) and American Stock Transfer &
Trust Company (“Trustee”), dated as of                     , 2008 (“Trust Agreement”), the Company hereby
requests that you deliver to the Company $                     of the income earned 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,



GABELLI ENTERTAINMENT & TELECOMMUNICATIONS ACQUISITION CORP.

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 


cc: Citigroup
Global Markets Inc.




12









 








EXHIBIT D




[Letterhead of Company]




[Insert date]




American Stock Transfer

& Trust Company

59 Maiden Lane

New York, New York 10038





	 	Re: 	 	Trust Account No.





Gentlemen:



Pursuant to paragraph 2(b) of the Investment Management Trust Agreement between Gabelli
Entertainment & Telecommunications Acquisition Corp.
(“Company”) and American Stock Transfer &
Trust Company (“Trustee”), dated as of                     , 2008 (“Trust Agreement”), the Company hereby
requests that you deliver to the Company $                     of the income earned 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,



GABELLI ENTERTAINMENT & TELECOMMUNICATIONS ACQUISITION CORP.

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 


cc: Citigroup
Global Markets Inc.




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EXHIBIT E




	 	 	 
	AUTHORIZED INDIVIDUAL(S)	 	AUTHORIZED TELEPHONE NUMBER(S)
	 
	 	 
	Company:
	 	 
	 
	 	 
	Gabelli Entertainment & Telecommunications

Acquisition Corp. 

140 Greenwich Avenue 

Greenwich, Connecticut 06830

Attn: Mario J. Gabelli, Chairman

	 	(203) 629-2659
	 
	 	 
	Trustee:
	 	 
	 
	 	 
	American
Stock Transfer

& Trust Company 

59 Maiden Lane 

New York, New York 10038

Attn:

	 	 







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