Exhibit 10.4
May 10, 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 officer 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 (i) cause the Trust Fund (as defined in the Letter of Intent)
to return capital held in the Trust Fund to the holders of IPO
Shares and (ii) take all reasonable actions within his power to
cause the Company to dissolve as soon as reasonably practicable.
The undersigned hereby waives any and all right, title, interest or
claim of any kind (“Claim”) in or to any rights in the
Trust Fund, except with respect to any of the IPO Shares, as
defined herein, acquired by the undersigned in connection with or
following the IPO, and any remaining net assets of the Company as a
result of such return of capital held in the Trust Fund and
dissolution of the Company 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. The
undersigned agrees to indemnify and hold harmless the Company
against any and all loss, liability, claims, damage and expense
whatsoever (including, but not limited to, any and all legal or
other expenses reasonably incurred in investigating, preparing or
defending against any
litigation, whether pending or
threatened, or any claim whatsoever) which the Company may become
subject as a result of any claim by any vendor, prospective target
business or other entity that is owed money by the Company for
services rendered or products sold provided that the Company did
not obtain a waiver from such party of its rights or claims to the
Trust Fund and only to the extent necessary to ensure that such
loss, liability, claim, damage or expense does not reduce the
amount in the Trust Fund (as defined in the Letter of
Intent).
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 to acquire an operating business, until
the earlier of the consummation by the Company of a Business
Combination, the dissolution of the Company or until such time as
the undersigned ceases to be an officer of the Company, subject to
any pre-existing fiduciary and contractual obligations the
undersigned might have.
3.
The undersigned acknowledges and
agrees 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;
provided that commencing on the Effective Date, Value Investments,
LLC (“Related Party”), shall be allowed to charge the
Company an allocable share of Related Party’s overhead, up to
$7,500 per month, to compensate it for the Company’s use of
Related Party’s office space, utilities, administrative,
technology and secretarial services. Related Party and the
undersigned shall also be entitled to reimbursement from the
Company for their out-of-pocket expenses incurred in connection
with seeking and consummating a 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 agrees to be the
Executive Vice President of the Company until the earlier of the
consummation by the Company of a Business Combination or the
dissolution of the Company. The undersi
