Unassociated Document


    Exhibit
      10.1          

    


    AGREEMENT

    


    


    AGREEMENT,
      dated as of November 9, 2007, by and between HD Partners Acquisition
      Corporation., a Delaware corporation with its address at 2601 Ocean Park
      Boulevard, Suite 320, Santa Monica, California 90405 (the “Company”), and Morgan
      Joseph & Co. Inc., a Delaware corporation (“MJ”).

    


    RECITALS:

    


    WHEREAS,
      the Company is a special purpose acquisition company whose units (the “Units”),
      each unit comprised of one share of Common Stock par value $0.0001 per share
      (“Common Stock”) and one warrant to purchase one share of Common Stock, shares
      of Common Stock and warrants to purchase Common Stock (the “Warrants”) (the
      Company’s shares of Common Stock, Warrants, and the Units are herein referred to
      as the “Securities”) are traded on the American Stock Exchange; 

    


    WHEREAS,
      the Company has entered into Asset Purchase Agreement and Key Definitions
      Agreement, each dated as of May 30, 2007, with the National Hot Rod Association
      (the “Association”) , whereby the Company proposes to acquire substantially all
      the professional drag racing assets of the Association, including but not
      limited to, the NHRA POWERade Drag Racing Series, four (4) NHRA-owned
      racetracks, a long term lease, including leasehold improvements, to a fifth
      racetrack, the Association’s headquarters building, the Association’s video and
      photo archives, and a broad set of commercialization rights related to the
      NHRA
      brand and NHRA media assets, and assume certain liabilities related to such
      professional drag racing assets; the (“Acquisition”); 

    


    WHEREAS,
      in connection with the Acquisition, the Company has filed a proxy statement
      on
      schedule 14A (the “Proxy Statement”) with the Securities and Exchange Commission
      (the “SEC”);

    


    WHEREAS,
      MJ serves as the Company’s financial advisor with respect to the Acquisition;


    


    WHEREAS,
      the Company and MJ believe that (i) there are certain holders of the Common
      Stock (“Potential Sellers”) of the Company who may not be interested in
      remaining shareholders of the Company following the Acquisition and (ii) there
      are certain investors (“Potential Buyers”) who may be interested in acquiring
      shares of Common Stock prior to the consummation of the
      Acquisition;

    


    WHEREAS,
      the Company desires MJ to assist in (i) identifying Potential Buyers and
      Potential Sellers and (ii) facilitating the sale of the Company’s Securities by
      Potential Sellers and the purchase of the shares of Company Securities by
      Potential Buyers; and 

    


    WHEREAS,
      as a condition to MJ providing such assistance (for which MJ may receive
      customary brokerage commissions from buyers or sellers involved), the Company
      has agreed to enter into this agreement.


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    


    


    NOW,
      THEREFORE, in consideration of the mutual covenants set forth herein, and for
      good and valuable consideration among and between them, the parties agree as
      follows:

    


    1. On
      the
      date hereof, the Company will file with the SEC a Current Report on Form 8-K
      in
      which it discloses the following information:

    


    HD
      Partners Acquisition Corporation. (the “Company”) previously entered into
      an Asset Purchase Agreement and Key Definitions Agreement, each dated as of
      May
      30, 2007, with the National Hot Rod Association (the “Association”), whereby the
      Company proposes to acquire (the “Acquisition”) substantially all the
      professional drag racing assets of the Association, including but not limited
      to, the NHRA POWERade Drag Racing Series, four (4) NHRA-owned racetracks, a
      long
      term lease, including leasehold improvements, to a fifth racetrack, the
      Association’s headquarters building, the Association’s video and photo archives,
      and a broad set of commercialization rights related to the NHRA brand and NHRA
      media assets, and assume certain liabilities related to such professional drag
      racing assets.

    


    The
      Company has filed its Proxy Statement with the SEC describing the terms of
      the
      Acquisition.

    


    At
      any
      time prior to the consummation of the Acquisition, the Company, with the
      assistance of its financial advisor, Morgan Joseph & Co. Inc. (“Morgan
      Joseph”), may, from time to time, assist or seek to facilitate the sale of
      shares of the Company’s common stock (the “Common Stock”) by current holders of
      the Common Stock to third party purchasers. In connection with such transactions
      the Company and Morgan Joseph may seek to identify current holders wishing
      to
      sell Common Stock and potential third party purchasers. Further, in connection
      with such sales, Morgan Joseph may receive customary brokerage commissions
      from
      the parties to any such sale, but shall not receive any consideration in respect
      thereof from the Company. In so assisting or seeking to facilitate the sale
      or
      purchase of shares of the Company’s Common Stock, potential third party
      purchasers or potential sellers may also buy or sell Units or Warrants to
      purchase Common Stock. In addition, Morgan Joseph has advised the Company that,
      from time to time and subject to applicable regulations, it may purchase Common
      Stock for its own account in the open market.

    


    2. The
      Company acknowledges that, from time to time, MJ may seek to (i) identify
      Potential Sellers and Potential Buyers and (ii) facilitate the sale of
      Securities from Potential Sellers to Potential Buyers, for which MJ may receive
      customary commissions from the participants in the transaction, but agrees
      that
      it shall not receive any consideration in respect thereof from the
      Company.

    


    3. The
      Company represents and warrants to MJ that, to the Company’s knowledge, the
      Proxy Statement (as amended to date) does not contain an untrue statement of
      a
      material fact or omit to state a material fact necessary in order to make the
      statements made therein, in the light of the circumstances under which they
      were
      made, not misleading. Further, the Company represents and warrants that the
      NHRA
      has approved the terms of the Acquisition, that the NHRA is the sole recipient
      of the shares to be issued in connection with the Acquisition and to the
      Company’s knowledge, there is no “distribution” or “restricted period” within
      the meaning of Regulation M in connection with the Acquisition.



    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    


    


    4. Until
      the
      HD Partners Acquisition Corporation’s stockholders meeting at which the vote is
      taken on the Acquisition, the Company agrees that, at such time as it becomes
      aware of any material information regarding the Company, NHRA, or any matters
      relating thereto which has not been publicly disclosed by the Company in an
      amendment to the Proxy Statement, on a Form 8-K or in another appropriate filing
      with the SEC and which must be disclosed in order for previously disclosed
      information not to be false or misleading, the Company shall (i) immediately
      advise MJ and the Compliance Department of MJ of the existence of such material
      non-public information, (ii) as promptly as reasonably practicable disclose
      such
      material non-public information in an amendment to the Proxy Statement on a
      Form
      8-K or in another appropriate report with the SEC and (iii) postpone any
      scheduled meetings with Potential Seller or Potential Buyers arranged with
      or
      through MJ until the disclosure described in clause (ii) above is
      made.

    


    5. This
      agreement constitutes the entire agreement between the parties with respect
      to
      the subject matter hereof. Nothing contained in this agreement shall be deemed
      to amend or modify the engagement letter between the MJ and the Company dated
      March 6, 2007, 2007, including, but not limited to, the indemnification
      provisions thereof and the waiver of any claims against the Company’s trust fund
      as described in such agreement.

    


    IN
      WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly
      executed as of the date first above written.

    


     

    
      	 	
              HD
                PARTNERS ACQUISITION CORPORATION 

            
	 	 	 
	 	
              By:
                

            	
              /s/
                Bruce Lederman

            
	 	 	
              Executive Vice President

               

            
	 	
              MORGAN
                JOSEPH & CO. INC.

            
	 	 	 
	 	
              By:

            	
               /s/
                Mary Lou Malanoski

            
	 	 	
              Mary Lou Malanoski

              Managing Director