Exhibit 10.17
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 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 all respect
