exv10w6



 





Exhibit 10.6




INVESTMENT MANAGEMENT TRUST AGREEMENT




     This INVESTMENT MANAGEMENT TRUST AGREEMENT (this “Agreement”) is made as of                     
___, 2007, by and between HCM Acquisition Company (the “Company”) and American Stock
Transfer & Trust Company (the “Trustee”). Capitalized terms used herein without definition
shall have the meanings ascribed to such terms in the Registration Statement (as defined below).



     WHEREAS, the Company’s Registration Statement on Form S-1 (No. 333-146597) (the
“Registration Statement”), for its initial public offering of securities (the
“IPO”) has been declared effective as of the date hereof by the Securities and Exchange
Commission (the “Effective Date”); and



     WHEREAS, Citigroup Global Markets Inc. is acting as the representative (the
“Representative”) of the underwriters in the IPO pursuant to an underwriting agreement
dated on or about the date hereof between the Company and the Representative (the “Underwriting
Agreement”); and



     WHEREAS, as described in the Registration Statement, and in accordance with the Company’s
amended and restated certificate of incorporation, upon execution of this Agreement or as promptly
thereafter as practicable, the Company shall deliver to the Trustee an amount equal to the sum of
(i) $239,650,000 of the net proceeds of the IPO, including $7,500,000 in deferred underwriting
compensation (or $271,525,000 of the net proceeds, including $8,625,000 in deferred underwriting
compensation, if the over-allotment option is exercised in full) and (ii) $5,000,000 of the
proceeds from the Company’s issuance and sale in a private placement of 5,000,000 warrants issued
to its founding stockholder, HCM Acquisition Holdings, LLC, for a total of $244,150,000 (or
$280,150,000 if the underwriters’ over-allotment option is exercised in full), 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 $0.001 per share, issued in the IPO (the “Public Stockholders”). The
amount to be delivered to the Trustee is referred to herein as the “Property,” and the
parties for whose benefit the Trustee shall hold the Property are referred to together with the
Company as the “Beneficiaries”; and



     WHEREAS, pursuant to the Underwriting Agreement, a portion of the Property equal to $7,500,000
(or $8,625,000 if the underwriters’ over-allotment option is exercised in full, subject to
proportional adjustment pursuant to the Underwriting Agreement if the underwriters’ over-allotment
option is exercised in part, but not in full, prior to its expiration as specified in a notice
pursuant to Paragraph 2(d) hereof) is attributable to deferred underwriting commissions that will
become payable by the Company to the underwriters upon the consummation of an Initial Business
Combination (the “Deferred Discount”); 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.



     NOW, THEREFORE, in consideration of the premises herein contained and other good and valuable
consideration, the sufficiency of which is hereby acknowledged, the parties agree as follows:



1









 





     1. Agreements and Covenants of Trustee. The Trustee is hereby appointed to serve as
Trustee hereunder, and the Trustee hereby agrees to act as Trustee upon the terms and conditions
set forth herein. 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
at JPMorgan Chase Bank, N.A.;



     (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 only in U.S. “government securities” within the meaning of Section 2(a)(16) of the
Investment Company Act of 1940, as amended (the “Investment Company Act”), with a maturity
of 180 days or less or in money market funds selected by the Company which invest principally in
either short-term securities issued or guaranteed by the United States having a rating in the
highest investment category granted thereby by a recognized credit rating agency at the time of
acquisition or tax exempt municipal bonds issued by governmental entities located within the United
States or otherwise meeting the conditions under Rule 2a-7 under the Investment Company Act;



     (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 Company and 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; and



     (h) Render to the Company 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.



     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 on behalf of the Company
by a duly authorized executive officer of the Company. In addition, except with respect to its
duties under Paragraph 3, 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 Company shall have the right to
conduct and manage the defense against such Indemnified Claim, provided that the Company shall
obtain the consent of the Trustee with respect to the selection of counsel, which consent shall not
be unreasonably withheld, unless such settlement includes a full release of the Trustee with
respect to such Indemnification Claim. The Company may not agree to settle any Indemnified Claim
without the prior written consent of the Trustee, which consent shall not be unreasonably withheld.
The Trustee may participate in such action with its own counsel at its own expense;



     (c) Pay the Trustee a fee of $3,000 for its services as Trustee at the consummation of the IPO
(separately and in addition to making payments to the Trustee of a monthly fee of $1,000 for
transfer agent services, of a one-time fee of [$2,500] for warrant agent services and a closing fee
of [$2,500] in accordance with the terms of a separate fee letter delivered to the Company on
[                     ___, 2007], as subsequently amended from time to time). 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;



     (d) Within five business days after the underwriters’ over-allotment option (or any
unexercised portion thereof) expires or is exercised in full, provide the Trustee with a notice in
writing (with a copy to the Representative) of the total amount of the Deferred Discount, which
shall in no event be less than $7,500,000; and



     (e) In connection with any vote of the Company’s stockholders on whether to approve an Initial
Business Combination, provide to the Trustee an affidavit or certificate of a firm regularly
engaged in the business of soliciting proxies and tabulating stockholder votes (which firm may be
the Trustee) verifying the vote of the Company’s stockholders regarding such Initial Business
Combination.



     3. Liquidation and Distribution of Trust Account Property. The Trustee shall commence
liquidation of the Trust Account only upon receipt of, and only in accordance with the terms of, a
letter in form substantially similar to that attached hereto as either Exhibit A or
Exhibit B (a “Termination Letter”), signed on behalf of the Company by a duly
authorized executive officer of the Company and affirmed by a duly authorized 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 any other documents referred to therein;
provided, however, that the Trustee shall (i) from time to time as may be necessary timely to pay
any taxes incurred as a result of interest or other income earned on the Property held in the Trust
Account (or to reimburse the Company for previous payments thereof), only upon receipt and in
accordance with the terms of a letter in form substantially similar to that attached hereto as
Exhibit C (a “Tax Disbursement Letter”), signed on behalf of the Company by a duly
authorized executive officer of the Company and copied to Authorized Counsel, as evidenced by his
or her countersignature thereto, distribute such funds to the person or persons indicated on the
Schedule of Tax Payments attached to the Tax Disbursement Letter the amount or amounts that may be
requested by the Company with respect thereto only as directed in the Tax Disbursement Letter and
any other documents referred to therein, and (ii) from time to time, only upon receipt and in
accordance with the terms of a letter in form substantially



 









 







similar to that attached hereto as Exhibit D (a “Disbursement Letter”), signed
on behalf of the Company by a duly authorized executive officer of the Company and copied to
Authorized Counsel, as evidenced by his or her countersignature thereto, distribute to the Company
such amount as may be requested by the Company for working capital requirements as directed in the
Disbursement Letter and the other documents referred to therein, provided, however, that the
aggregate amount distributed by the Trustee to the Company pursuant to this Paragraph 3(ii) may not
exceed the lesser of (y) the aggregate amount of interest and any other income actually received or
paid on amounts in the Trust Account less an amount equal to estimated taxes that are or will be
due on such income at an assumed rate of 40% and (z) $3,000,000, subject to proportional adjustment
in the event that the underwriters’ over allotment option is exercised in full or in part). In
addition, if as of the date of a Termination Letter in form substantially similar to that attached
hereto as Exhibit B, should the Company have received the full amount of its disbursements
pursuant to the preceding sentence, and should such funds be insufficient to cover the Company’s
costs and expenses incurred in connection with the adoption and implementation of its plan of
dissolution and its liquidation, to the extent that there is any interest accrued in the Trust
Account not required to be used to pay income taxes on interest income earned on the Trust Account
balance, the Company may request in the Termination Letter that the Trustee release to it an
additional amount of up to $100,000 of such accrued interest to pay costs and expenses incurred in
connection with its dissolution and liquidation.



     For purposes of this Agreement, “Authorized Counsel” shall mean, at any date, the
attorney retained and authorized by the Company to perform such functions.



     4. 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 Paragraphs 1 and 3
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 Company 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) Subject to the requirements of Paragraph 3 of this Agreement, pay any taxes on behalf of
the Trust Account to any governmental entity or taxing authority.



     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 (except with respect to Paragraph 2(b)); provided, however, that, in the
event that the Company does not locate a successor trustee within 90 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 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 Paragraph 3 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).



     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 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. 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 be changed,
waived, amended or modified only by a writing signed by each of the parties hereto, provided,
however, that no such amendment or modification (other than to correct a typographical or similar
technical error) may be made to paragraphs 1, 2(e), 3, 4, 5, 6(c) or 6(g) or to Exhibits A
or B hereof without the consent of the Public Stockholders, it being the specific intention
of the parties hereto that each Public Stockholder is and shall be a third-party beneficiary of
this paragraph 6(c) with the same right and power to enforce this paragraph 6(c) as either of the
parties hereto, and provided, further, that this Agreement may not be changed, waived, amended or
modified in such a manner as to adversely affect the right of the Underwriters to receive the
Deferred Discount as contemplated herein without the written consent of the Representative. For
purposes of this paragraph 6(c), the “consent of the Public Stockholders” shall mean
receipt by the Trustee of a certificate from an entity certifying that (i) such entity regularly
engages in the business of serving as inspector of elections for companies whose securities are
publicly traded, and (ii) 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
(the “DGCL”), have voted in favor of such amendment or modification or (b) 70% of the
Public Stockholders of record as of a record date established in accordance with Section 213(b) of
the DGCL have delivered to such entity a signed writing approving such amendment or modification.
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, without giving effect to conflicts of law principles that would
result in the application of the substantive laws of another jurisdiction, 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

Plaza Level

New York, NY 10038

Attn: [                                        ]

Fax No.: [(                    ) __-____]




 









 




if to the Company, to:



HCM Acquisition Company

13455 Noel Road, Suite 800

Dallas, TX 75240

Attn: James D. Dondero, Chief Executive Officer

Fax No.: [(___) __-____]



in either case with a copy to:



Bingham McCutchen, LLP

399 Park Avenue

New York, New York 10022

Attn: Ann F. Chamberlain, Esq.

Fax No.: (212) 752-5378




     (f) No party hereto may assign this Agreement without the prior written consent of the other,
which consent shall not be unreasonably withheld.



     (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) The Trustee acknowledges and agrees that it is the specific intention of the parties
hereto that the Representative is and shall be a third-party beneficiary of the provisions of this
Agreement pertaining to the Deferred Discount (including Section 6(c)) and the Trustee’s
obligations under this Agreement with respect thereto (but solely of those provisions and solely
with respect to such obligations of the Trustee) with the same right and power to enforce those
provisions as either of the parties hereto.



[Signature Page Follows]




 









 





     IN WITNESS WHEREOF, the parties have duly executed this Agreement as of the date first written
above.



	 	 	 	 	 
	 	AMERICAN STOCK TRANSFER & TRUST COMPANY, as Trustee

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	HCM ACQUISITION COMPANY

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 




 









 





EXHIBIT A




[Letterhead of Company]




[Insert date]




American Stock Transfer

& Trust Company

59 Maiden Lane

Plaza Level

New York, New York 10038

Attn: [                    ]




Re: Trust Account No. [            ] Termination Letter




Ladies and Gentlemen:




     Pursuant to Paragraph 3 of the Investment Management Trust Agreement between HCM Acquisition
Company (the “Company”) and American Stock Transfer & Trust Company (the
“Trustee”), dated as of [                     ___, 2007] (the “Trust Agreement”), this is to
advise you that the Company has entered into an agreement with            to consummate an
Initial Business Combination (as defined in the Trust Agreement) 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
Initial Business Combination (the “Consummation Date”). Capitalized terms used but not
defined herein shall have the meanings given them in the Trust Agreement.



     Pursuant to Paragraph 2(e) of the Trust Agreement, we are providing you with [an affidavit] [a
certificate] of            verifying the vote of the Company’s stockholders duly approving
the Initial Business Combination in accordance with the terms of the Company’s amended and restated
certificate of incorporation. The [affidavit] [certificate] includes the identities of the Public
Stockholders who voted against the Initial Business Combination and properly exercised their
conversion rights in connection therewith.



     In accordance with the terms of the Trust Agreement, we hereby instruct you to commence
liquidation of the Trust Account so that on the Consummation Date, all 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: (i) counsel for the Company shall deliver to you written
notification that the Initial Business Combination has been consummated, (ii) the Company shall
deliver to you written instructions with respect to the transfer of the funds held in the Trust
Account other than the Deferred Discount (the “Instruction Letter”) and (iii) the
Representative shall deliver to you written instructions for delivery of the Deferred Discount.
You are hereby directed and authorized to transfer the funds held in the Trust Account immediately
upon your receipt of written notice from counsel and the Instruction Letter, (a) to Public
Stockholders who exercised their conversion rights in connection with the Initial Business
Combination, in an amount equal to their



A-1









 







pro rata share of the amounts in the Trust Account as of two business days prior to the
Consummation Date (including the Deferred Discount and any income actually received on the Trust
Account balance and held in the Trust Account, but less an amount equal to estimated taxes that are
or will be due on such income at an assumed rate of 40%); (b) to the Representative in an amount
equal to the Deferred Discount as so directed by them, and (c) the remainder 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 be distributed after the Consummation Date to the Company or be distributed immediately and the
penalty incurred. 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 Initial Business Combination is not consummated on the Consummation Date
and we have not notified you on or before the Consummation Date of a new date for consummation of
the Initial Business Combination that is to take place within three business days of the
Consummation Date, then the funds held in the Trust Account shall be reinvested as provided in
Paragraph 1(c) of the Trust Agreement on the business day immediately following the Consummation
Date.



	 	 	 	 	 
	 	Very truly yours,





HCM ACQUISITION COMPANY

 	 
	 	By:  	 	 
	 	 	[NAME] 	 
	 	 	[TITLE] 	 
	 



	 	 	 	 	 
	 

	 	AFFIRMED:	 	 
	 
	 	 	 	 
	 

	 	 

[NAME]
	 	 
	 

	 	[TITLE]	 	 






A-2









 





EXHIBIT B




[Letterhead of Company]




[Insert date]




American Stock Transfer

& Trust Company

59 Maiden Lane

Plaza Level

New York, New York 10038

Attn: Herb Lemmer, Vice President




Re: Trust Account No. [            ] Termination Letter




Ladies and Gentlemen:




     Pursuant to Paragraph 3 of the Investment Management Trust Agreement between HCM Acquisition
Company (the “Company”) and American Stock Transfer & Trust Company dated as of [                    
___, 2007] (the “Trust Agreement”), this is to advise you that the Company’s existence
expired in accordance with the terms of its amended and restated certificate of incorporation on
[date] and the Company is proceeding to dissolve and liquidate. Capitalized terms used but not
defined herein shall have the meanings given them in the Trust Agreement.



     In accordance with the terms of the Trust Agreement, we hereby authorize and request that
you[: (i) to the extent that there is any interest accrued in the Trust Account not required to be
used to pay income taxes on interest income earned on the Trust Account balance in accordance with
the Tax Disbursement Letter included herewith, which provides a full accounting of Tax Payments (as
defined therein) made by the Company through the date of this letter but not yet reimbursed by
distributions from the Trust, release to us an amount of $                     (which amount shall not exceed
$100,000) to pay costs and expenses incurred in connection with its dissolution and liquidation;
and (ii)] commence liquidation of the Trust Account as part of the Company’s plan of dissolution
and distribution. In connection with this liquidation, you are hereby authorized to establish a
record date for the purposes of determining the stockholders of record entitled to receive their
per share portion of the Trust Account. The record date shall be within ten days of the
liquidation date, or as soon thereafter as is practicable. You will notify the Company in writing
as to when all of the funds in the Trust Account will be available for immediate transfer (the
“Transfer Date”) in accordance with the terms of the Trust Agreement and the amended and
restated certificate of incorporation of the Company.



     You shall commence distribution of such funds in accordance with the terms of the Trust
Agreement and the amended and restated certificate of incorporation of the Company and you shall
oversee the distribution of the funds.



B-1









 





     Upon the payment of all the funds in the Trust Account, the Trust Agreement shall be
terminated.



	 	 	 	 	 
	 	Very truly yours,





HCM ACQUISITION COMPANY

 	 
	 	By:  	 	 
	 	 	[NAME] 	 
	 	 	[TITLE] 	 
	 



	 	 	 	 	 
	 

	 	AFFIRMED:	 	 
	 
	 	 	 	 
	 

	 	 

[NAME]
	 	 
	 

	 	[TITLE]	 	 






B-2









 





EXHIBIT C




[Letterhead of Company]




[Insert date]




American Stock Transfer

& Trust Company

59 Maiden Lane

Plaza Level

New York, New York 10038

Attn: [                    ]




Re: Trust Account No. [            ] Tax Disbursement Letter




Ladies and Gentlemen:



     Pursuant to the Investment Management Trust Agreement between HCM Acquisition Company (the
“Company”) and American Stock Transfer & Trust Company dated as of [___, 2007] (the
“Trust Agreement”), this is to advise you that the Trust Account, as defined in the Trust
Agreement, has incurred a total of $                     in taxes (the “Tax Payments”) for
the period from ___, 200___to ___, 200___(the “Tax Period”) as a result of
interest and other income earned on the Property, as defined in the Trust Agreement, during the Tax
Period.



     [The Company has previously paid a total of $                     of such Tax Payments with
respect to such Tax Period (the “Previously Paid Tax Payments”).] In accordance with the
terms of the Trust Agreement, we hereby authorize you to distribute from the Trust Account proceeds
from the Property equal to the aggregate Tax Payments on such dates, in such amounts and to such
person or persons [, including the Company for reimbursement of Previously Paid Tax Payments,] as
indicated on the Schedule of Tax Payments attached hereto as Schedule 1.



	 	 	 	 	 
	 	Very truly yours,





HCM ACQUISITION COMPANY

 	 
	 	By:  	 	 
	 	 	[NAME] 	 
	 	 	[Title] 	 
	 



Authorized Counsel Signatory:




	 	 	 	 	 
	By:
	 	 	 	 
	 

	 	 

[NAME]
	 	 






C-1









 





SCHEDULE 1




SCHEDULE OF TAX PAYMENTS



[Payee]

Payment Date:

Amount:

Address:



[Payee]

Payment Date:

Amount:

Address:



[Payee]

Payment Date:

Amount:

Address:




C-2









 





EXHIBIT D




[Letterhead of Company]




[Insert date]




American Stock Transfer

& Trust Company

59 Maiden Lane

Plaza Level

New York, New York 10038

Attn: [                    ]




Re: Trust Account No. [            ] Disbursement Letter




Ladies and Gentlemen:




     Pursuant to Section 3(ii) of the Investment Management Trust Agreement between HCM Acquisition
Company (the “Company”) and American Stock Transfer & Trust Company dated as of [                    
___, 2007] (the “Trust Agreement”), we hereby authorize you to disburse from the Trust
Account proceeds from the Property, as defined in the Trust Agreement, equal to $                    ,
to                      via wire transfer on                     , 200   .



	 	 	 	 	 
	 	Very truly yours,





HCM ACQUISITION COMPANY

 	 
	 	By:  	 	 
	 	 	[NAME] 	 
	 	 	[Title] 	 
	 



Authorized Counsel Signatory:




	 	 	 	 	 
	By:
	 	 	 	 
	 

	 	 

[NAME]
	 	 






D-1









 





EXHIBIT E




	 	 	 
	AUTHORIZED INDIVIDUAL(S)	 	AUTHORIZED
	FOR TELEPHONE CALL BACK	 	TELEPHONE NUMBER(S)
	Company:
	 	 
	 
	 	 
	HCM Acquisition Company
	 	 
	13455 Noel Road, Suite 800
	 	 
	Dallas, TX 75240
	 	 
	 
	 	 
	Attn: James D. Dondero, Chief Executive Officer

	 	[(___) ___-___]
	Attn: Mark Okada, President

	 	[(___) ___-___]
	 
	 	 
	Trustee:
	 	 
	 
	 	 
	American Stock Transfer & Trust Company
	 	 
	59 Maiden Lane
	 	 
	Plaza Level
	 	 
	New York, New York 10004
	 	 
	 
	 	 
	Attn: [                                        ]

	 	[(___) ___-___]







E-1