Exhibit 10.17
May 2, 2006
HD Partners
Acquisition Corporation
2601 Ocean Park Boulevard, Suite
320
Santa Monica, CA 90405
Morgan Joseph & Co.
Inc.
600 Fifth Avenue
19 th Floor
New York, New York 10020
Re:
Initial Public Offering
Gentlemen:
The undersigned director of HD Partners Acquisition Corporation
(“Company”), in consideration of Morgan Joseph &
Co. Inc. (“Morgan Joseph”) entering into a letter of
intent (“Letter of Intent”) to underwrite an initial
public offering of the securities of the Company
(“IPO”) and embarking on the IPO process, hereby agrees
as follows (certain capitalized terms used herein are defined in
paragraph 13 hereof):
1.
In the event that the Company fails to consummate a Business
Combination within 18 months from the effective date
(“Effective Date”) of the registration statement
relating to the IPO (or 24 months under the circumstances described
in the prospectus relating to the IPO), the undersigned will take
all reasonable actions within his power to (i) cause the Trust Fund
(as defined in the Letter of Intent) to be liquidated and
distributed to the holders of IPO Shares and (ii) cause the Company
to liquidate as soon as reasonably practicable after such
liquidation and distribution. Except with respect to any of
the IPO Shares, as defined herein, acquired by the undersigned in
connection with or following the IPO, the undersigned hereby waives
any and all right, title, interest or claim of any kind
(“Claim”) in or to any distribution of the Trust Fund,
and any remaining net assets of the Company as a result of such
liquidation and hereby waives any Claim the undersigned may have in
the future as a result of, or arising out of, any contracts or
agreements with the Company and will not seek recourse against the
Trust Fund for any reason whatsoever.
2.
In order to minimize potential conflicts of interest which may
arise from multiple affiliations, the undersigned agrees to present
to the Company for its consideration, prior to presentation to any
other person or entity, any suitable opportunity
(in the reasonable judgment of the
undersigned) to acquire an operating business to which it becomes
aware, until the earlier of the consummation by the Company of a
Business Combination, the liquidation of the Company or until such
time as the undersigned ceases to be an officer or director of the
Company, subject to any pre-existing fiduciary and contractual
obligations the undersigned might have.
3.
The undersigned acknowledges and agrees that it will take all
reasonable actions within his power to ensure that the Company will
not consummate any Business Combination which involves a company
which is affiliated with any of the Insiders unless the Company obtains an opinion from
an independent investment banking firm which is a member of the
National Association of Securities Dealers, Inc. and is reasonably
acceptable to Morgan Joseph that the Business Combination is fair
to the Company’s stockholders from a financial
perspective.
4.
Neither the undersigned, any member of the family of the
undersigned, nor any affiliate of the undersigned
(“Affiliate”) will be entitled to receive and will not
accept any compensation for services rendered to the Company prior
to the consummation of the Business Combination .
5.
Neither the undersigned, any member of the family of the
undersigned, nor any Affiliate will be entitled to receive or
accept a finder’s fee or any other compensation in the event
the undersigned, any member of the family of the undersigned or any
Affiliate originates a Business Combination.
6.
The undersigned’s biographical information furnished to the
Company and Morgan Joseph and attached hereto as Ex
