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Exhibit 10.5    
    


 
 

INVESTMENT MANAGEMENT TRUST AGREEMENT    
    


        This Investment Management Trust Agreement (this "Agreement") is made effective as
of                        , 2008 by and
between Capstar Acquisition Corp. (the "Company") and Continental Stock Transfer & Trust Company
("Trustee"). 


        WHEREAS,
the Company has entered into an Underwriting Agreement with Lazard Capital Markets LLC as representative of the several underwriters (the
"Underwriters") named therein, relating to the Company's initial public offering (the "Offering") of the
Company's common stock, par value $0.0001 per share (the "Common Stock") and warrants to purchase the Company's common stock (the
"Warrants") pursuant to a Registration Statement on Form S-1 (the "Registration
Statement") and prospectus (the "Prospectus") which has been declared effective as of the date hereof by the Securities and
Exchange Commission; and 


        WHEREAS,
as described in the Registration Statement, and in accordance with the Company's Amended and Restated Certificate of Incorporation (the "Certificate of
Incorporation"), $196,195,000 of the gross proceeds of the Offering and sale of the Sponsor Private Placement Warrants (or $224,995,000 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 issued in the Offering 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"); 


        WHEREAS,
a portion of the Property consists of $6,000,000 (or $6,900,000 if the Underwriters' over-allotment option is exercised in full) attributable to the Underwriters'
discount ("Deferred Discount") which the Underwriters have agreed to deposit in the Trust Account (as defined below); 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 (the "Trust
Account") established 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 written instruction of the Company, to invest and reinvest the Property in United States government securities treasury bills with a
maturity of 180 days or less or in money market funds 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 amended, as determined by the Company; 


        (d)   Collect
and receive, when due, all principal and income arising from the Property, which income, net of taxes, shall become part of the "Property," as such term is used
herein; 


        (e)   Promptly
notify the Company and Lazard Capital Markets LLC 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 (or its authorized agents) in connection with the Company's preparation of the tax
returns relating to the Property held in 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 in writing to
do so; 










        (h)   Render
to the Company, Lazard Capital Markets LLC and to such other persons 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)    Promptly
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 as either Exhibit A or  Exhibit B hereto, signed on behalf
of the Company by its (A) Chief Executive Officer, President or Chairman of the Board and
(B) the Chief Financial 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. The Trustee understands and agrees that, except as provided in this Section 1(i), disbursements from the Trust Account shall be made only pursuant to
the terms of a duly executed Tax Payment Withdrawal Instruction or Interest Withdrawal Instruction, as defined and set forth in Section 1(j) or 1(k) hereof, as the case may be;  provided, however,
that in the event that a Termination Letter has not been received by the Business Combination Deadline Date (as determined in
accordance with this Section 1(i) hereof), 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 Business Combination Deadline Date. The "Business
Combination Deadline Date" means the date that is 24 months after the date of the final Prospectus filed with the Securities and Exchange Commission relating to the
Offering. The provisions of this Section 1(i) may not be modified, amended or deleted under any circumstances. "Business Combination"
means a business combination with one or more target businesses that have an aggregate fair market value of at least 80% of the initial amount held in the Trust Account (excluding the amount held in
the Trust Account representing the Underwriters' deferred commission). 


        (j)    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 (a "Tax Payment Withdrawal
Instruction"), the Trustee shall distribute to the Company
the amount requested by the Company to cover any income or franchise tax obligation owed by the Company as a result of interest or other income earned on the funds held in the Trust Account, 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 relevant taxing authority. 


        (k)   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 (an "Interest Withdrawal
Instruction"), the Trustee shall distribute to the Company the
amount requested by the Company to be used for working capital requirements; provided, however, that the
aggregate amount of all such distributions shall not exceed $3,000,000; and 


        (l)    The
limited distributions referred to in Sections 1(j) and 1(k) above shall be made only from interest collected on the Property and, in the case of Section 1(k),
the aggregate amount distributed by the Trustee to the Company may not exceed $3,000,000 (or, if the size of the Offering is increased or decreased, such greater or lesser amount as shall be set forth
in the final Prospectus), less any applicable income taxes on the Property. Except as provided in Sections 1(i), (j) and 1(k), no other distributions from the Trust Account shall be permitted. 


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 Chairman of the Board, Chief Executive Officer, Chief Financial Officer or Controller
or other authorized officer. In addition, except with respect to its duties under Sections 1(j) and 1(k) 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 interest earned on 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
Section 2(b), it shall notify the Company in writing of such claim and the nature, basis and amount of such claim to the extent then known (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 such 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, an annual fee and a transaction processing fee for each disbursement made pursuant to Sections 1(j) or 1(k) hereof as set
forth on Schedule A hereto, 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 1(j) or 1(k) hereof. The Company shall pay the Trustee the initial acceptance
fee and first year's fee at the consummation of the Offering 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 2(c) and as
may be provided in Section 2(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 Public Stockholders regarding a Business Combination, provide to the Trustee an affidavit or certificate of the inspector of
elections for the stockholder meeting verifying the vote of the Public Stockholders regarding such Business Combination; 


        (e)   Provide
Lazard Capital Markets LLC with a copy of any Termination Letters and/or any other correspondence that it sends to the Trustee with respect to any proposed
withdrawal from the Trust Account promptly after it issues the same; and 



        (f)    Instruct
the Trustee to make only those distributions that are permitted under this Agreement, and refrain from instructing the Trustee to make any distributions that
are not permitted under this Agreement. 


3.    Limitations of Liability.    The Trustee shall have no responsibility or liability for: 


        (a)   Taking
any action with respect to the Property, other than as directed in Section 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)   Instituting
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 written 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)   Changing
the investment of any Property, other than in compliance with Section 1(c); 


        (d)   Refunding
any depreciation in principal of any Property; 


        (e)   Assuming
that the authority of any person designated by the Company or Lazard Capital Markets LLC to give instructions hereunder shall not be continuing unless provided
otherwise in such designation, or unless the Company or Lazard Capital Markets LLC shall have delivered a written revocation of such authority to the Trustee; 










        (f)    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 liability
arising out of its gross negligence or willful misconduct, whether to the other parties hereto or anyone else. The Trustee may rely conclusively and shall be protected in acting upon any order,
judgment, instruction, 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)   Verifying
the correctness of the information set forth in the Registration Statement or confirming or assuring that any acquisition made by the Company or any other
action taken by the Company is as contemplated by the Registration Statement, unless an officer of the Trustee has actual knowledge thereof, written notice of such event is sent to the Trustee or as
otherwise required under Section 1(i) hereof; 


        (h)   Filing
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; 


        (i)    Preparing,
executing and filing tax reports, income or other tax returns and paying 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 1(j) hereof, if there is any income tax obligation relating to the income of the Property in the Trust Account, then, only at the written instruction of the Company, the Trustee shall
make funds available in cash from the Property in the Trust Account in an amount specified by the Company as owing to the applicable tax 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; and 


        (j)    Verifying,
qualifying or otherwise approving Company requests for distributions pursuant to Section 1(j), 1(k) and 1(l). 



4.    Trust Account Waiver.    The Trustee has no right, title, interest or claim of any kind in or to any Property in the Trust
Account, and hereby waives any claim in or to any Property in the Trust Account it may have in the future. In the event that the Trustee has a claim against the Company under this Agreement, the
Trustee will pursue such claim solely against the Company and not against the Property held in the Trust Account 


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 that arises due to any actions or omissions to act by any party after such deposit;
or 










        (b)   At
such time that the Trustee has completed the liquidation of the Trust Account in accordance with the provisions of Section 1(i) hereof, and distributed
the Property in accordance with the provisions of the Termination Letter, this Agreement shall terminate except with respect to Section 2(b) hereof. 


6.    Miscellaneous. 


        (a)   The
Company and the Trustee each acknowledge and agree 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
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 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 to
Section 1(i) hereof without the consent of the Public Stockholders, it being the specific intention of the parties hereto that each Public Stockholders are and shall be third party
beneficiaries of this Section 6(c), with the same right and power to enforce this Section 6(c) as either of the parties hereto. For purposes of this Section 6(c), the "consent of
the Public Stockholders" means receipt by the Trustee of a certificate from the inspector of elections of the stockholder meeting certifying that 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, have voted in favor of such change, amendment or modification or
(b) 70% of the Public Stockholders of record as of the record date has delivered to such entity a signed writing approving such change, amendment or modification. 


        (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

17 Battery Place

New York, New York 10004

Attn: Steven G. Nelson

Fax No.: (212) 509-5150 













if
to the Company, to: 



Capstar
Acquisition Corp.

600 Congress Avenue, Suite 1400

Austin, Texas 78701

Attn: Benjamin M. Hanson

Fax No.: (512) 524-3325 




in
either case with a copy to: 



Lazard
Capital Markets LLC

30 Rockefeller Plaza

New York, New York 10020

Attn: Assistant General Counsel

Fax No.: (212) 641-2671 




and




Akin
Gump Strauss Hauer & Feld LLP

590 Madison Avenue

New York, New York 10022

Attn: Bruce Mendelsohn

Fax No.: (212) 872-1002 




and




Kramer
Levin Naftalis & Frankel LLP

1177 Avenue of the Americas

New York, New York 10036

Attn: Christopher Auguste

Fax No.: (212) 715-8277 





        (f)    The
Trustee hereby consents to the inclusion of Continental Stock Transfer & Trust Company in the Registration Statement and other materials relating to the
Offering. 


        (g)   This
Agreement may not be assigned by the Trustee without the prior consent of the Company and Lazard Capital Markets LLC. 


        (h)   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 Property in the Trust Account under any circumstance. 


        (i)    Each
of the Company and the Trustee hereby acknowledge that Lazard Capital Markets LLC is a third party beneficiary of this Agreement and the Public Stockholders, solely
for purposes of Section 6(c) hereof, are third party beneficiaries of this Agreement. This Agreement may not be modified or changed without the prior written consent of Lazard Capital Markets
LLC. 


[Signature Page Follows]








        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:	

    

	

 	
 	

Capstar Acquisition Corp.
	

 	
 	

By:	

    
 R. Steven Hicks
 Chief Executive Officer









 
 

SCHEDULE A    
    



	Fee Item
 
	 	Time and method of payment
	 	Amount

	

Initial acceptance fee	
 	

Initial closing of Offering by wire transfer	
 	
$	

1,000
	

Annual fee	
 	

First year, initial closing of Offering by wire transfer; thereafter on the anniversary of the effective date of the Offering by wire transfer or check	
 	
$	

3,000
	

Transaction processing fee for disbursements to Company under Sections 1(g), 1(j) and 1(k)	
 	

Deduction by Trustee from accumulated income following disbursement made to Company under Section 2	
 	
$	

250









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 Section 1(j) of the Investment Management Trust Agreement between Capstar Acquisition Corp. ("Company") and Continental
Stock Transfer & Trust Company ("Trustee"), dated as
of                        ("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"). Capitalized terms used but not otherwise defined herein shall have the meaning ascribed to such terms in the Trust Agreement. 



        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, including the Deferred Discount ("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 or, with respect to the Deferred Discount, to Lazard Capital Markets LLC. Upon the distribution of
all the funds in the Trust Account pursuant to the terms hereof, the Trust Agreement shall automatically be terminated and cease to have any further force or effect. 


        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, upon the written notice of the Company, 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,
	

 	
 	

Capstar Acquisition Corp.
	

 	
 	

By:	

    

	

 	
 	

Name:	

    

	

 	
 	

Title:	

    






cc:
Lazard Capital Markets LLC 







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 Section 1(j) of the Investment Management Trust Agreement between Capstar Acquisition Corp. ("Company") and Continental
Stock Transfer & Trust Company ("Trustee"), dated as
of                        ("Trust Agreement"), this
is to advise you that the Company has been unable to effect a Business Combination with a Target Company prior to the Business Combination Deadline Date. Capitalized terms used but not defined herein
shall have the meanings set forth in the Trust Agreement. 


        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
Business Combination Deadline Date. 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. You shall commence distribution of such funds in accordance with the terms of
the Trust Agreement and the Certificate of Incorporation 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,
	

 	
 	

Capstar Acquisition Corp.
	

 	
 	

By:	

    

	

 	
 	

Name:	

    

	

 	
 	

Title:	

    






cc:
Lazard Capital Markets LLC 







EXHIBIT C  


[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. 


Gentlemen:



        Pursuant
to Section 1(j) of the Investment Management Trust Agreement between Capstar Acquisition Corp. ("Company") and Continental
Stock Transfer & Trust Company ("Trustee"), dated as
of                        ("Trust Agreement"), this
is to advise you that 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: 



	 	 	Very truly yours,
	

 	
 	

Capstar Acquisition Corp.
	

 	
 	

By:	

    

	

 	
 	

Name:	

    

	

 	
 	

Title:	

    






cc:
Lazard Capital Markets LLC 







EXHIBIT D  


[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. 


Gentlemen:



        Pursuant
to Section 1(k) of the Investment Management Trust Agreement between Capstar Acquisition Corp. ("Company") and Continental
Stock Transfer & Trust Company ("Trustee"), dated as
of                        ("Trust Agreement"), this
is to advise you that the Company hereby requests that you deliver to the Company $            of the interest, net of the taxes payable on such interest, earned on the Property as of the
date
hereof,
which does not exceed, in the aggregate with all such prior disbursements pursuant to Section 1(k), if any, the maximum amount set forth in Section 1(l). 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,
	

 	
 	

Capstar Acquisition Corp.
	

 	
 	

By:	

    

	

 	
 	

Name:	

    

	

 	
 	

Title:	

    






cc:
Lazard Capital Markets LLC 







EXHIBIT E  



	AUTHORIZED INDIVIDUAL(S)

FOR TELEPHONE CALL BACK	 	AUTHORIZED

TELEPHONE NUMBER(S)
	

Company:	
 	

 
	

Capstar Acquisition Corp.

600 Congress Avenue, Suite 1400

Austin, Texas 78701

Attn: Benjamin M. Hanson	
 	

(512) 380-8506 or (512) 619-2922
	

Trustee:	
 	

 
	

Continental Stock Transfer & Trust Company

17 Battery Place

New York, New York 10004

Attn: Frank A. Di Paolo, CFO	
 	

(212) 845-3270













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Exhibit 10.5


INVESTMENT MANAGEMENT TRUST AGREEMENT

SCHEDULE A