Exhibit 4.4


WARRANT
CLARIFICATION AGREEMENT


This
Warrant Clarification Agreement (this “Agreement”), dated December 29, 2006, is
to the Warrant Agreement, dated as of June 7, 2006 (the “Warrant Agreement”),
by and between HD Partners Acquisition Corporation, a Delaware corporation (“Company”),
and American Stock Transfer & Trust Company, a New York corporation (“Warrant
Agent”).


WHEREAS, Section 3.3.2 of the Warrant
Agreement provides that Company shall not be obligated to deliver any
securities pursuant to the exercise of a warrant unless a registration
statement under the Securities Act of 1933, as amended (“Securities Act”), with
respect to the common stock is effective.


WHEREAS, in furtherance of the foregoing,
the Company’s final prospectus, dated June 1, 2006, indicated (i) that no
warrant would be exercisable unless at the time of exercise a prospectus
relating to the common stock issuable upon exercise of the warrant is current
and the common stock has been registered under the Securities Act or qualified
or deemed to be exempt under the securities laws of the state of residence of
the holder of the warrant and (ii) that the warrant may be deprived of any
value and the market for the warrant may be limited if the prospectus relating
to the common stock issuable upon the exercise of the warrant is not current or
if the common stock is not qualified or exempt from qualification in the
jurisdictions in which the holder of the warrant resides.


WHEREAS, as a result of certain questions
that have arisen regarding the accounting treatment applicable to the warrants,
the Company deems it necessary and desirable to amend the Warrant Agreement to
clarify that the registered holders do not have the right to receive a net cash
settlement in the event the Company does not maintain a current prospectus
relating to the common stock issuable upon exercise of the warrants at the time
such warrants are exercisable.


NOW, THEREFORE, the parties hereto agree to
amend the Warrant Agreement as set forth herein.


1.           Exercise of the Warrants. The
undersigned hereby agree that the Warrant Agreement is hereby amended by adding
the following last two sentences to Section 3.3.2:


“In no event will
the registered holder of a Warrant be entitled to receive a net-cash settlement
or other consideration in lieu of physical settlement in shares of Common Stock
if the Common Stock underlying the Warrants is not covered by an effective 









 



registration statement.
Accordingly, the Warrants may expire unexercised and worthless if a current
registration statement covering the Common Stock is not effective.”


2.           Redemption of the Warrants.
The undersigned hereby agree that the Warrant Agreement is hereby amended by
adding the following penultimate sentence to Section 6.1:


“For the avoidance
of doubt, the Company may redeem the Warrants only if there is an effective
registration statement with respect to the Common Stock to enable the exercise
of the Warrants during the period specified in Section 6.3 hereof.


3.           Miscellaneous.


(a)  Governing Law. The validity,
interpretation, and performance of this Agreement and of the Warrants shall be
governed in all respects by the laws of the State of New York, without giving
effect to conflicts of law principles that would result in the application of
the substantive laws of another jurisdiction. The Company hereby agrees that
any action, proceeding or claim against it arising out of or relating in any
way to this Agreement shall be brought and enforced in the courts of the State
of New York or the United States District Court for the Southern District of
New York, and irrevocably submits to such jurisdiction, which jurisdiction
shall be exclusive. The Company hereby waives any objection to such exclusive
jurisdiction and that such courts represent an inconvenient forum. Any such
process or summons to be served upon the Company may be served by transmitting
a copy thereof by registered or certified mail, return receipt requested,
postage prepaid, addressed to it at the address set forth in Section 9.2 of the
Warrant Agreement. Such mailing shall be deemed personal service and shall be
legal and binding upon the Company in any action, proceeding or claim.


(b)  Responsibility of the Warrant Agent.
The Warrant Agent has no responsibility for the correctness of the recitals above
which shall be taken as statements of the Company, and makes no representations
as to the validity, sufficiency and enforceability of this Agreement.


(c)  Binding Effect. This Agreement shall
be binding upon and inure to the benefit of the parties hereto and to their
respective heirs, legal representatives, successors and assigns.


(d)  Entire Agreement. This Agreement sets
forth the entire agreement and understanding between the parties as to the
subject matter thereof and merges and supersedes all prior discussions,
agreements and understandings of any and every nature among them. Except as set
forth in this Agreement, provisions of the Warrant Agreement which are not
inconsistent with this Agreement shall remain in full force and effect. This
Agreement may be executed in counterparts.


(e)  Severability. This Agreement shall be
deemed severable, and the invalidity or unenforceability of any term or
provision hereof shall not affect the validity 









 



or enforceability
of this Agreement or of any other term or provision hereof. Furthermore, in
lieu of any such invalid or unenforceable term or provision, the parties hereto
intend that there shall be added as part of this Agreement a provision as
similar in terms to such invalid or unenforceable provision as may be possible
and be valid and enforceable.









 



IN WITNESS WHEREOF, the parties hereto have executed
this Warrant Clarification Agreement as of the date first written above.


	
  

  	
  HD PARTNERS ACQUISITION CORPORATION

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
  /s/    Eddy W. Hartenstein

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Eddy W. Hartenstein

  
	
   

  	
   

  	
  Title:

  	
  Chief Executive Officer

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  AMERICAN STOCK TRANSFER & TRUST COMPANY

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
  /s/    Herbert J. Lemmer

  
	
   

  	
   

  	
  Name:

  	
  Herbert J. Lemmer

  
	
   

  	
   

  	
  Title:

  	
  Vice President