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Exhibit 10.6    
    


 
 

CAPSTAR ACQUISITION CORP.    
    


                   ,
2008 


Capstar
Investment Partners, LP

600 Congress Avenue, Suite 1400

Austin, Texas 78701 


        Re:    Administrative
Services Agreement 



Ladies
and Gentlemen: 


        This
letter will confirm our agreement that, commencing on the date of the final prospectus ("Prospectus Date") comprising part of the
Registration Statement on Form S-1, File No. 333-147096, filed with the Securities and Exchange Commission (the "Registration
Statement") relating to the underwritten public offering by Capstar Acquisition Corp. (the "Company") of 20,000,000 of the
Company's units (the "Units"), each Unit comprised of one share of the Company's common stock, par value $0.0001 per share (the
"Common Stock") and one warrant exercisable for one share of Common Stock, and continuing until the earlier of the consummation by the Company of an
initial business combination or the Company's liquidation (in each case as described in the Registration Statement) (such earlier date hereinafter referred to as the
"Termination Date"), Capstar Investment Partners, LP shall make available to the Company, at 600 Congress Avenue, Suite 1400, Austin, Texas 78701
(or any successor location of Capstar Investment Partners, LP), certain office space, utilities and secretarial support as may be reasonably required by the Company. In
exchange therefor, the Company shall pay Capstar Investment Partners, LP the sum of $10,000 per month, commencing on the Prospectus Date and continuing monthly thereafter until the Termination Date. 



        This
letter agreement constitutes the entire agreement and understanding of the parties hereto in respect of its subject matter and supersedes all prior understandings, agreements, or
representations by or among the parties hereto, written or oral, to the extent they relate in any way to the subject matter hereof or the transactions contemplated hereby. 


        This
letter agreement may not be amended, modified or waived as to any particular provision, except by a written instrument executed by all parties hereto. 


        No
party hereto may assign either this letter agreement or any of its rights, interests, or obligations hereunder without the prior written approval of the other party. Any purported
assignment in violation of this paragraph shall be void and ineffectual and shall not operate to transfer or assign any interest or title to the purported assignee. 


        This
letter agreement, the entire relationship of the parties hereto, and any litigation between the parties (whether grounded in contract, tort, statute, law or equity) shall be
governed by, construed in accordance with, and interpreted pursuant to the laws of the State of Texas, without giving effect to its choice of laws principles. 


[SIGNATURE PAGE FOLLOWS]









	 	 	 	Very truly yours,
	

 	

 	
 	

CAPSTAR ACQUISITION CORP.
	

 	

 	
 	

By:	

    
 R. Steven Hicks
 Chief Executive Officer
	

AGREED TO AND ACCEPTED BY:	
 	

 	

 
	

CAPSTAR INVESTMENT PARTNERS, LP	
 	

 	

 
	

By:	

Capstar Partners, LLC, its general partner	
 	

 	

 
	

By:	

    
 Benjamin M. Hanson
 Manager	
 	

 	

 




Signature Page to

Administrative Services Agreement











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Exhibit 10.6


CAPSTAR ACQUISITION CORP.