Exhibit 4.5


December 29, 2006


HD Partners Acquisition
Corporation


2601 Ocean Park Boulevard


Suite 320


Santa Monica,
California 90405


Re:  Registration Rights Agreement/Founding
Director Warrant Purchase Agreement


Ladies and
Gentlemen:


Reference is
made to the Registration Rights Agreement dated June 7, 2006 by and among HD
Partners Acquisition Corporation, a Delaware corporation (the “Company”), and the initial
stockholders of the Company (the “Registration
Rights Agreement”) and the Founding Director Warrant Purchase Agreement dated
May 9, 2006 by and among the Company and the purchasers listed as signatories
thereto (the “Founding Director WPA” and together with the Registration Rights
Agreement, the “Agreements”).  The
Company, the initial stockholders under the Registration Rights Agreement and
the purchasers under the Founding Warrant WPA are collectively referred to as the “Parties”.  Except as otherwise indicated herein,
capitalized terms not otherwise defined in this letter have the meanings given
to such terms in the Agreements.


For
purposes of clarification of the Agreements, the Parties wish to acknowledge
that notwithstanding anything to the contrary in the Agreements: (i) if a
registration statement covering the securities issuable upon the exercise of
the Founding Director Warrants was not effective at the time a holder desired
to exercise the instruments, then such Founding Director Warrants could expire
unexercised, and (ii) in no event would the Company be obligated to pay cash or
other consideration to the holders of such Founding Director Warrants or “net-cash
settle” the obligations of the Company under either of the Agreements.


 


	
  

  	
   

  	
  Very truly yours,

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  COMPANY

  
	
   

  	
   

  	
   

  
	
  

  	
   

  	
  HD PARTNERS ACQUISITION CORPORATION

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  /s/ Eddy Hartenstein

  
	
   

  	
   

  	
  By:    Eddy Hartenstein

  
	
   

  	
   

  	
  Title: Chairman, President and CEO

  



 









 



 


	
  

  	
   

  	
  INVESTORS

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Robert Lewis Meyers and Karen L. Meyers Family Trust

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  /s/ Robert L. Meyers

  
	
   

  	
   

  	
  By: Robert L. Meyers, Trustee

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Cox-King Family Living Trust

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  /s/ Steven J. Cox

  
	
   

  	
   

  	
  By: Steven J. Cox, Trustee

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Chapman Revocable Trust dated February 27, 2001

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  /s/ Lawrence N. Chapman

  
	
   

  	
   

  	
  By: Lawrence N. Chapman, Trustee

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Lederman Family Trust dated January 17, 2000

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  /s/ Bruce Lederman

  
	
   

  	
   

  	
  By: Bruce Lederman

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Eddy W. Hartenstein

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  /s/ Eddy W. Hartenstein

  
	
   

  	
   

  	
  Eddy W. Hartenstein

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Henry Goldberg

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  /s/ Henry Goldberg

  
	
   

  	
   

  	
  Henry Goldberg

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Martin E. Gottlieb

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  /s/ Martin E. Gottlieb

  
	
   

  	
   

  	
  Martin E. Gottlieb

  



 









 



 


	
  

  	
  PURCHASERS

  
	
   

  	
   

  
	
  

  	
  /s/ Lawrence Chapman 

  
	
   

  	
  Lawrence Chapman

  
	
   

  	
   

  
	
   

  	
  /s/ Steven Cox

  
	
   

  	
  Steven Cox

  
	
   

  	
   

  
	
   

  	
  /s/ Eddy Hartenstein 

  
	
   

  	
  Eddy Hartenstein

  
	
   

  	
   

  
	
   

  	
  /s/ Bruce Lederman 

  
	
   

  	
  Bruce Lederman

  
	
   

  	
   

  
	
   

  	
  /s/ Robert Meyers

  
	
   

  	
  Robert Meyers