Exhibit 10.8
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 and 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 (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 account 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 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 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. &
