Exhibit 10.16
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 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 12 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 return capital held in the
Trust Fund to the holders of IPO Shares and (ii) cause the Company
to dissolve as soon as reasonably practicable after such return of
capital held in the Trust Fund and dissolution of the Company.
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
rights in the Trust Fund, and any remaining net assets of the
Company as a result of such return of capital held in the Trust
Fund and the 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.
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 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 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 Exhibit A is true
and accurate in
