EX-99.3 6 e30794ex99_3.txt EXCHANGE AND SUPPORT AGREEMENT EXHIBIT 99.3 Term Sheet Exchange and Support Agreement -------------------------------------------------------------------------------- Parties o Alternative Asset Management Acquisition Corp. ("AAMAC"), Halcyon Management Group LLC ("Halcyon"), Partner Vehicle -------------------------------------------------------------------------------- Exchanges -------------------------------------------------------------------------------- Exchange Notice o Partner Vehicle(1) may at any time deliver to Halcyon a notice (an "Exchange Notice") specifying the number of Class B Interests of Halcyon that it wishes to exchange (the "Exchange Amount"). o Within one business day of receiving an Exchange Notice, Halcyon shall deliver to AAMAC a notice (a "Share Notice") specifying the number of AAMAC common shares equal to the Exchange Amount. -------------------------------------------------------------------------------- Redemption of o Partner Vehicle and Halcyon shall deliver with any Preferred Exchange Notice and Share Notice, as the case may be, a number of shares of AAMAC Class A Preferred Stock for cancellation equal to the Exchange Amount. o In the event that Partner Vehicle does not receive common stock as required in respect of any Exchange Notice within three business days of delivery of such Exchange Notice, AAMAC shall return to Halcyon, which shall return to Partner Vehicle, the AAMAC Class A Preferred Stock delivered with such Exchange Notice. -------------------------------------------------------------------------------- Issuance of o Within one business day after the delivery by Halcyon Common Stock of a Share Notice, AAMAC shall instruct its transfer agent to issue and contribute to Halcyon, within two business days thereafter, a number of shares of AAMAC common stock equal to the Exchange Amount, and Halcyon shall distribute such shares to Partner Vehicle in redemption of the Class B Interests held by the exchanging partner. Nothing in the foregoing sentence shall be construed to grant additional registration rights. -------------------------------------------------------------------------------- Adjustment of o Upon contribution of a number of AAMAC common shares Halcyon equal to the Exchange Amount to Halcyon, Halcyon shall -------------------------------------------------------------------------------- ---------- (1) Pursuant to the Partner Vehicle Agreement, Partner Vehicle will act as agent of its partners in connection with an exchange. -------------------------------------------------------------------------------- Interests issue to AAMAC a number of Class A Interests equal to the Exchange Amount and shall cancel an equal number of Class B Interests. The capital account with respect to the newly issued Class A Interests shall be equal to the capital account of the cancelled Class B Interests. -------------------------------------------------------------------------------- Revocation of o At any time prior to Partner Vehicle's receipt of Exchange Notice common shares in respect of an Exchange Notice, Partner Vehicle may revoke the Exchange Notice by written notice to Halcyon. -------------------------------------------------------------------------------- Limitations on o Partner Vehicle may not deliver any Exchange Notice, Exchange and AAMAC shall not be required to take any action with respect to any Exchange Notice, that requests the exchange of any Class B Interests that have not vested in accordance with the vesting provisions set forth on Annex A to the Stockholders Agreement term sheet. Partner Vehicle shall incorporate such vesting provisions into its organizational documents or other agreements with the Halcyon Partners, and shall not amend such provisions without the consent of the independent directors of AAMAC. -------------------------------------------------------------------------------- Equityholder Protections -------------------------------------------------------------------------------- Limitations on AAMAC o AAMAC may not directly or indirectly acquire, whether by merger, reorganization, consolidation, purchase, or otherwise, any business, assets or securities unless, following such transaction, such business, assets or securities are owned by Halcyon or a wholly owned subsidiary of Halcyon; o Neither AAMAC nor any subsidiary of AAMAC other than Halcyon and its wholly owned subsidiaries shall own any assets or securities (other than Halcyon securities and a de minimis amount of cash or other temporary investments) or operate any business (other than the holding of Halcyon securities); o AAMAC may not modify the rights, powers, preferences or distributions of any class of its capital stock; and o AAMAC may not issue shares of AAMAC Class A Preferred Stock of the same class as held by Partner Vehicle to any person other than Partner Vehicle. -------------------------------------------------------------------------------- Dilutive Actions o In the event that AAMAC undertakes any stock split, stock dividend or distribution, subdivision of shares, reverse stock split, stock combination, or reclassification, then simultaneously with such transaction, the number of shares of -------------------------------------------------------------------------------- 2 -------------------------------------------------------------------------------- AAMAC Class A Preferred stock held by Partner Vehicle, the number of Class B Interests of Halcyon held by Partner Vehicle, and the number of Class A interests of Halcyon held by AAMAC shall all be adjusted in the same amount (in percentage terms) as the AAMAC common shares. -------------------------------------------------------------------------------- Issuances o In the event that AAMAC issues any common stock (other than pursuant to the terms herein, but including pursuant to Article II of the Purchase Agreement), including in respect of options, warrants (including the Founders Performance Warrants, as defined in the Purchase Agreement) or other convertible securities, it shall immediately contribute the proceeds of such issuance, exercise or conversion to Halcyon in exchange for a number of Class A Interests of Halcyon equal to the number of AAMAC common shares so issued. o In the event that AAMAC issues any securities other than common stock, including convertible debt securities, preferred stock, options, warrants, or other securities exercisable for or convertible into common stock, (other than pursuant to the terms herein), it shall immediately contribute the proceeds of such issuance to Halcyon. o From and after the Closing Date, in the event that Halcyon issues to any Person any Class B Interests (including pursuant to Article II of the Purchase Agreement), AAMAC shall, as promptly as practicable, issue an equal number of shares of its Class A Preferred Stock to such Person. -------------------------------------------------------------------------------- Fundamental o In the event of any merger, acquisition, Transactions reorganization, consolidation, or liquidation of AAMAC involving a payment or distribution of cash, securities or other assets to the holders of AAMAC common stock (a "Fundamental Transaction"), the Class B Interests shall remain outstanding and the exchange provisions of this Exchange and Support Agreement shall thereafter permit the exchange of such interests in Halcyon for the amount of such cash, securities or other assets which Partner Vehicle would have received had it made such exchange immediately prior to such Fundamental Transaction, regardless of whether such exchange would actually have been permitted at such time. -------------------------------------------------------------------------------- Other Provisions -------------------------------------------------------------------------------- Transfer Taxes o All share issuances or contributions hereunder shall be made free and clear of any present or future transfer taxes and -------------------------------------------------------------------------------- 3 -------------------------------------------------------------------------------- liabilities. o Each party shall pay any and all transfer taxes that it is required to pay under applicable law. Any applicable income tax obligation (or withholding obligation with respect thereto) will be borne by the Partner Vehicle. -------------------------------------------------------------------------------- Reservation of o AAMAC shall at all times have reserved from its Common Stock authorized capital stock a number of shares of common stock equal to the number of Class B Interests of Halcyon indirectly held by members of Partner Vehicle whose interests have vested in accordance with the rules set forth on Annex A to the Stockholders Agreement term sheet. -------------------------------------------------------------------------------- Specific performance o Each party shall be entitled to injunctive relief to enforce the provisions of this agreement. -------------------------------------------------------------------------------- Termination o Agreement shall terminate on the date that no Class B Interests remain outstanding. -------------------------------------------------------------------------------- Amendment o Agreement can be amended or modified only with the prior written consent of the independent directors of AAMAC and the Partner Vehicle. 4