Exhibit 10.11


 


INVESTMENT MANAGEMENT TRUST AGREEMENT


 


This Agreement is made as of                      ,
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-            
(“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, $114,660,000
of the gross proceeds of the IPO ($132,237,000 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 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 CRT, 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 CRT
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


 


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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 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).


 


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,


 


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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.             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 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;


 


(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                          ,
2007 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).


 


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


 


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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 prior
written consent of Sunrise.  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


 


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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 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:

  
	
   

  	
   

  	
   

  
	
   

  	
  FEDERAL SERVICES ACQUISITION

  CORPORATION

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:  Joel R.
  Jacks

  
	
   

  	
   

  	
  Title:  Chairman

  



 


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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 paragraph 1(i) of the Investment
Management Trust Agreement between Federal Services Acquisition Corporation (“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 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 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 Data of a new
Consummation Date, then the funds held in the Trust Account


 


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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:

  	
   

  	
   

  



 


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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 Federal Services Acquisition Corporation (“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, 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.  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,

  
	
   

  	
   

  
	
   

  	
  FEDERAL SERVICES ACQUISITION

  CORPORATION

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  



 


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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

  	
   

  	
  (212) 909-8457

  
	
   

  	
   

  	
   

  
	
  Trustee:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Continental Stock Transfer & Trust Company

  17 Battery Place

  New York, New York 10004

  Attn:  Steven G. Nelson, Chairman

  	
   

  	
  (212) 509-[            ]

  



 


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