Exhibit 10.3
WARRANT SOLICITATION FEE LETTER
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JULY 12, 2006
Viceroy Acquisition Corporation
8235 Forsyth Boulevard
Suite 400
St. Louis, Missouri 63105
In connection with the placing and admission to the Alternative Investment
Market of the London Stock Exchange plc ("AIM") of the Shares and Warrants
of Viceroy Acquisition Corporation (the "COMPANY") as more particularly
described in the admission document dated July __, 2006 relating thereto
(the "ADMISSION DOCUMENt"), we are writing to confirm the basis on which
the Company is to engage CRT Capital Group LLC ("CRT") as its agent for
the solicitation of the exercise of the Warrants (the "SOLICITATION
ENGAGEMENT").
NATURE OF THE SOLICITATION ENGAGEMENT
The Company hereby engages CRT, on a non-exclusive basis, as its agent for
the solicitation of the exercise of the Warrants. The Company will (i)
assist CRT with respect to such solicitation, as reasonably requested by
CRT, and (ii) at CRT's request, provide CRT, and direct the Company's
transfer agent and warrant agent to deliver to CRT, at the Company's cost,
lists of the registered holders and, to the extent known, beneficial owners
of, the Warrants. In addition to soliciting the exercise of the Warrants,
CRT's services may (subject to compliance with applicable laws) also include
disseminating information, orally or in writing, to Warrant holders about
the Company or the market for the Company's securities and assisting in the
processing of the exercise of the Warrants.
WARRANT SOLICITATION FEES
Subject to the terms set out herein, commencing one year from the date of
admission the Company will pay CRT for such services rendered in connection
with the solicitation of such Warrants a warrant solicitation fee (the
"WARRANT SOLICITATION FEE") of two percent of the exercise price for each
Warrant exercised for cash as a result of CRT's solicitation efforts on the
terms provided for herein and in the warrant deed executed by the Company
and the warrant agent on or about the date hereof (the "WARRANT DEED"). The
Warrant Solicitation Fee will be payable on the date of the exercise of each
Warrant in accordance with the terms of this letter to the extent not
inconsistent with the rules and regulations of AIM or the terms and
conditions of the Warrant Deed; provided, however, no Warrant Solicitation
Fee shall be payable with respect to such Warrants exercised on or
subsequent to any public announcement of a potential sale of all or
substantially all of the assets or more than 50 percent of the outstanding
issued share
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capital of the Company through the earlier of (1) the date of consummation of
such sale, (2) the abandonment of such sale or (3) the date occurring six
months after the date of such commencement, and following such event the
entitlement to the Warrant Solicitation Fee shall be reinstated with respect
to Warrants exercised on or after that date.
Notwithstanding the foregoing, the Warrant Solicitation Fee shall be paid
only if:
(i) the market price of the underlying Shares at the time of such
exercise of the Warrants is not lower than an amount equal to 102%
of the exercise price of the Warrants (the "WARRANT PRICE") at the
time of exercise;
(ii) the Warrant Solicitation Fee and related arrangements are disclosed
to the Warrant holders at the time of exercise of the Warrants in a
prospectus, solicitation notice or any other written solicitation
materials provided to Warrant holders in connection with the
exercise of the Warrants;
(iii) the Warrant Price is paid by the Warrant holder to the Company in
cash;
(iv) the exercise of the Warrants was solicited by CRT (or its
sub-agent) and the Warrant holder has confirmed this in writing;
(v) the Warrants were not held in a discretionary account except where
prior written approval for exercise of the Warrants in such account
has been received from the relevant customer;
(iv) the Company requested CRT to solicit the exercise of the Warrants
and has published a notice of the redemption of the Warrants; and
(v) the solicitation of the exercise of the Warrants was not in
violation of Regulation M, to the extent applicable at the time of
any solicitation, (as such rules or any successor rule may be in
effect as of such time of exercise) promulgated under the
Securities Exchange Act of 1934, as amended or any provision of the
Financial Services and Markets Act 2000 or any other applicable law
or regulation then applicable to the Warrants, their exercise or
the solicitation of such exercise.
CRT may engage sub-agents (including KBC Peel Hunt Ltd. ("KBC")) in its
solicitation efforts. Notwithstanding the foregoing, no Warrant Solicitation
Fee will be paid to CRT with respect to the exercise of Warrants owned by
CRT or KBC or any of their respective affiliates, directors or officers, or
the directors or officers of the Company or the Founding Shareholders or
their designees, including any Warrants owned by Paul Anthony Novelly or his
designees and purchased in the Placing or acquired after Admission. The
Company and CRT agree to disclose the arrangement to pay such Warrant
Solicitation Fee to CRT in any offering document used by the Company in
connection with the offering of the Units.
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MISCELLANEOUS
Capitalised terms used but not defined in this letter have the meanings
given to them in the Admission Document.
This letter shall be governed in all respects by the laws of England and
Wales.
Please sign and return the attached copy of this letter to indicate your
agreement to its terms.
Yours faithfully
FOR CRT CAPITAL GROUP LLC
/s/
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Accepted by:
/s/ Douglas D. Hommert
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Douglas D. Hommert, Executive
Vice President
For and on behalf of
Viceroy Acquisition Corporation
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