Exhibit 99.2
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 | | August 29, 2006 |
Continental Stock Transfer & Trust Company
17 Battery Place
New York, New York 10004
Attn: Steven G. Nelson
Morgan Joseph & Co. Inc.
600 Fifth Avenue
19th Floor
New York, New York 10020
Attn: Mike Powell
| | Re: | Investment Management Trust Agreement |
Gentlemen:
Reference is made to that certain Investment Management Trust Agreement (the “Agreement”), dated as of July 18, 2005, between Oakmont Acquisition Corp. (“Company”) and Continental Stock Transfer & Trust Company. Section 1(c) is hereby deleted in its entirety and replaced with the following:
“(c) In a timely manner, upon the instruction of the Company, to invest and reinvest the Property in United States “government securities” within the meaning of Section 2(a)(16) of the Investment Company Act of 1940 having a maturity of 180 days or less, and/or in any open ended investment company registered under the Investment Company Act of 1940 that holds itself out as a money market fund selected by the Company 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 determined by the Company;”
Except as indicated above, the Agreement shall remain in full force and effect.
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| OAKMONT AQUISITION CORP. |
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| By: | | /s/ Michael C. Azar |
| Name: | | Michael C. Azar |
| Title: | | President, Principal Accounting Officer and Secretary |
Acknowledged and agreed this
29th day of August, 2006
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| CONTINENTAL STOCK TRANSFER & TRUST COMPANY |
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| By: | | /s/ Steven Nelson |
| Name: | | Steven Nelson |
| Title: | | Chairman |
The undersigned is required to consent to this amendment pursuant to Section 5(c) of the Investment Management Trust Agreement and hereby does so.
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| MORGAN JOSEPH & CO. INC. |
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| By: | | /s/ Michael Powell |
| Name: | | Michael Powell |
| Title: | | Managing Director |
