Exhibit
10.1


 


INVESTMENT
MANAGEMENT TRUST AGREEMENT


 


This Agreement is made effective as of September 27, 2007 by and
between Hicks Acquisition Company I, Inc. (the “Company”)
and Continental Stock Transfer & Trust Company (“Trustee”).


WHEREAS, the Company has entered into an Underwriting Agreement with
Citigroup Global Markets Inc. 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”),
$466,920,000 of the gross proceeds of the Offering and sale of the Sponsor
Private Placement Warrants (or $536,148,000 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”); 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 interest arising from the Property, which shall become part of
the “Property,” as such term is used herein;

















 


(e)           Promptly notify the
Company and Citigroup Global Markets Inc. 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 assets 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 to do so;


(h)           Render to the
Company monthly written statements of the activities of and amounts in the
Trust Account reflecting all receipts and disbursements of the Trust Account;
and


(i)            Commence
liquidation of the Trust Account only after and promptly after receipt of, and
only in accordance with, the terms of a letter (“Termination
Letter”), in a form substantially similar to that attached
hereto as either Exhibit A or Exhibit B hereto, signed
on behalf of the Company by its Chief Executive Officer or Chairman of the
Board or other 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 the other documents referred to
therein.  The Trustee understands and
agrees that, except as provided in Section 1(i) hereof, 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 set forth in Section 1(j) or 1(k), 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)),
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(j) 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 $5,700,000, in the event the underwriters’
over-allotment option in the Offering is not exercised, or $6,555,000
if the underwriters’ over-allotment option in the Offering is exercised in full; 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 $5,700,000,
in the event the underwriters’ over-allotment option in the Offering is not
exercised, or $6,555,000 if the underwriters’ over-allotment option in the
Offering is exercised in full (or, if the size of the Offering is increased or decreased, such
greater or lesser amount as shall be set forth in the 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 (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; and


(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) 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).  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); and


(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 Citigroup
Global Markets Inc. 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.


(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 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)           Refunding any
depreciation in principal of any Property;


(d)           Assuming 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;


(e)           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 whether to the other parties hereto or anyone
else.  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;


(f)            Verifying 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;


(g)           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.


(h)           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), 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.


(i)            Verifying calculations, 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 (“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.


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; 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).


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, 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 Sections 1(i) 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 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 (“DGCL”), 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:


Hicks Acquisition Company I,
Inc.


100 Crescent Court, Suite
1200


Dallas, Texas 75201


Attn:       Joseph B. Armes


Fax No.: 
(214) 615-2221


in either case with a copy to:


Citigroup Global Markets
Inc.


388 Greenwich Street


New York, New York 10013


Attn: General Counsel


Fax No.: 
(212) 816-7912


and


Akin Gump Strauss Hauer & Feld LLP


590 Madison Avenue


New York, New York 10022


Attn:  Bruce Mendelsohn


Fax No.: 
(212) 872-1002


and


Bingham McCutchen LLP


399 Park Avenue


New York, New York 10022


Attn:  Ann F. Chamberlain


Fax No.: 
(212) 702-3604


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


(g)           Each of the Trustee
and the Company hereby represents that it has the full right and power and has
been duly authorized to enter into this Agreement and to perform its respective
obligations as contemplated hereunder. 
The Trustee acknowledges and agrees that it shall not make any claims or
proceed against the Trust Account, including by way of set-off, and shall not
be entitled to any funds in the Trust Account under any circumstance.

















 


(h)           Each of the Company
and the Trustee hereby acknowledge that Citigroup Global Markets Inc. 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.


[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: /s/ Frank A. Di Paolo                                                                                                            


Name: Frank A. Di Paolo                                                                                                              


Title:
Chief Financial Officer                                                                                            


Hicks Acquisition Company I, Inc.


By: /s/ Joseph B. Armes                                                                                                                


Joseph B. Armes


President, Chief Executive Officer


and Chief Financial 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 Hicks
Acquisition Company I, Inc. (“Company”)
and Continental Stock Transfer & Trust Company (“Trustee”),
dated as of __________, 2007 (“Trust Agreement”),
this is to advise you that the Company has entered into an agreement (“Business Agreement”) with
__________________ (“Target Business”)
to consummate a business combination with Target Business (“Business Combination”) on or about
[insert date].  The Company shall notify
you at least 48 hours in advance of the actual date of the consummation of the
Business Combination (“Consummation Date”).


In
accordance with the terms of the Trust Agreement, we hereby authorize you to
commence liquidation of the Trust Account to the effect that, on the
Consummation Date, all of funds held in the Trust Account will be immediately
available for transfer to the account or accounts that the Company shall direct
on the Consummation Date.


On
the Consummation Date (i) counsel for the Company shall deliver to you
written notification that the Business Combination has been consummated (“Counsel’s Letter”) and (ii) the
Company shall deliver to you (a) [an affidavit] [a certificate] of
__________________, which verifies the vote of the Company’s stockholders in
connection with the Business Combination and (b) written instructions with
respect to the transfer of the funds held in the Trust Account (“Instruction Letter”).  You are hereby directed and authorized to
transfer the funds held in the Trust Account immediately upon your receipt of
the Counsel’s Letter and the Instruction Letter, in accordance with the terms
of the Instruction Letter.  In the event
that certain deposits held in the Trust Account may not be liquidated by the
Consummation Date without penalty, you will notify the Company of the same and
the Company shall direct you as to whether such funds should remain in the
Trust Account and distributed after the Consummation Date to the Company.  Upon the distribution of all the funds in the
Trust Account pursuant to the terms hereof, the Trust Agreement shall be
terminated and the Trust Account closed.


In
the event that the Business Combination is not consummated on the Consummation
Date described in the notice thereof and we have not notified you on or before
the original Consummation Date of a new Consummation Date, then the funds held
in the Trust

















 


Account
shall, upon written instruction from the Company, be redeposited as provided in
the Trust Agreement on the business day immediately following the Consummation
Date as set forth in the notice.


Very truly yours,


Hicks Acquisition Company I, Inc.


By:                                                                                                                                                                                                                            


Name:                                                                                                                                                                                                               


Title:                                                                                                                                                                                                                     


cc: 
Citigroup Global Markets Inc.


 

















 


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 Hicks
Acquisition Company I, Inc. (“Company”)
and Continental Stock Transfer & Trust Company (“Trustee”),
dated as of ___________, 2007 (“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,


Hicks Acquisition Company I, Inc.


By:                                                                                                                                                                                                                          


Name:                                                                                                                                                                                                               


Title:                                                                                                                                                                                                                     


 


cc: 
Citigroup Global Markets Inc.


 

















 


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 Hicks
Acquisition Company I, Inc. (“Company”)
and Continental Stock Transfer & Trust Company (“Trustee”),
dated as of ___________, 2007 (“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:


[WIRE
INSTRUCTION INFORMATION]


Very truly yours,


Hicks Acquisition Company I, Inc.


By:                                                                                                                                                                                                                            


Name:                                                                                                                                                                                                               


Title:                                                                                                                                                                                                                     


cc: 
Citigroup Global Markets Inc.


 

















 


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 Hicks
Acquisition Company I, Inc. (“Company”)
and Continental Stock Transfer & Trust Company (“Trustee”),
dated as of ___________, 2007 (“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,


Hicks Acquisition Company I, Inc.


By:                                                                                                                                                                                                                            


Name:                                                                                                                                                                                                               


Title:                                                                                                                                                                                                                     


cc: 
Citigroup Global Markets Inc.


 

















EXHIBIT E 


	
  AUTHORIZED INDIVIDUAL(S)

  	
   

  	
  AUTHORIZED

  
	
  FOR
  TELEPHONE CALL BACK

  	
   

  	
  TELEPHONE
  NUMBER(S)

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Company:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Hicks
  Acquisition Company I, Inc.

  	
   

  	
   

  
	
  100
  Crescent Court, Suite 1200

  	
   

  	
   

  
	
  Dallas,
  Texas 75201

  	
   

  	
   

  
	
  Attn:Joseph
  B. Armes

  	
   

  	
  (214)
  615-2300

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Trustee:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Continental
  Stock Transfer & Trust Company

  	
   

  	
   

  
	
  17
  Battery Place

  	
   

  	
   

  
	
  New
  York, New York 10004

  	
   

  	
   

  
	
  Attn:
  Frank A. Di Paolo, CFO

  	
   

  	
  (212)
  845-3270