Exhibit
10.15


 


          , 2005


 


Morgan Joseph & Co.
Inc.


600 Fifth Avenue, 19th Floor


New York, New York 10020


 


Re:
      HD Partners Acquisition Corporation 


 


Ladies and Gentlemen:


 


Reference
is made to the Registration Statement (the “Registration Statement”) and any
amendments thereto on Form S-1, (File No. 333-130531), filed with the
Securities and Exchange Commission pursuant to which HD Partners Acquisition
Corporation (“ Company ”) has registered its initial public
offering (“IPO”) of units (“ Units ”) consisting of one share of
common stock, par value $.0001 per share (“Common Stock”) and two
warrants (“Warrants”), each to purchase one share of Common Stock.


 


Each
of the undersigned hereby severally agrees with Morgan Joseph & Co.
Inc. (“ Morgan Joseph ”), as the representatives of the several
underwriters, that this letter agreement constitutes an irrevocable order from
the undersigned to purchase through Morgan Joseph, or such other broker dealer
as Morgan Joseph may designate, Warrants in such amounts and at such times
during the Applicable Period as Morgan Joseph may determine in Morgan Joseph’s
sole discretion provided that: (i) the purchase price per Warrant
shall not exceed $0.70, and (ii) the aggregate purchase price for the
Warrants purchased by each of the undersigned shall not exceed the amount set
forth adjacent to the undersigned’s signature on this Agreement. The “ Applicable
Period ” is the 60 trading days beginning on the later of (i) 60 days
after the end of the “restricted period” in accordance with Regulation M
as promulgated by the Securities and Exchange Commission under the Securities
Act of 1933, as amended, and (ii) the day on which the Warrants begin
separate trading. Morgan Joseph agrees that neither Morgan Joseph nor any other
broker dealer that it designates will charge the undersigned any fees and/or
commissions with respect to such purchases.


 


The
“restricted period” as defined in Regulation M will end upon the effective
date of the Registration Statement. Under Regulation M, the restricted
period could end at a later date if the underwriter were to exercise the
over-allotment option. In such event, the restricted period would not end until
the underwriter distributed such securities or placed them in its investment
account. However, the underwriters have agreed that they may only exercise the
over-allotment option to cover the net syndicate short position, if any,
resulting from the initial distribution and therefore the restricted period
will end upon the closing of this offering.


 


Each
purchase of Warrants shall be allocated among the undersigned in accordance
with the percentages set forth on the signature page of this Agreement,
provided that any particular purchase shall be allocated such that the
allocations are in multiples of 100 Warrants.


 


Morgan
Joseph shall provide notice to each of the undersigned, not later that the date
of each purchase of Warrants, of the number of Warrants purchased and the
purchase price for the Warrants so that the undersigned can comply with his
obligations under Section 16 of the Securities Exchange Act.


 

















 


Each
of the undersigned agrees: (i) not to sell or transfer any of the Warrants
purchased by him pursuant to this letter agreement until after the consummation
a Business Combination (as defined in the Certificate of Incorporation of the
Company); and (ii) the certificates for such Warrants shall contain a
legend indicating such restriction on transferability.


 


 




	
  Very truly yours, 

  	
   

  
	
   

  	
   

  
	
   

  	
   

  	
  Warrant
  Purchase

  Obligation

  	
   

  
	
  Eddy W.
  Hartenstein

  	
   

  	
  $

  	
  [             ]

  	
   

  
	
  Steven J.
  Cox

  	
   

  	
  $

  	
  [             ]

  	
   

  
	
  Robert L.
  Meyers

  	
   

  	
  $

  	
  [             ]

  	
   

  
	
  Lawrence N.
  Chapman

  	
   

  	
  $

  	
  [             ]

  	
   

  
	
  Bruce R.
  Lederman

  	
   

  	
  $

  	
  [             ]

  	
   

  
	
  Total

  	
   

  	
  $

  	
  1,200,000