Exhibit 4.2


AMENDMENT
TO


UNIT
PURCHASE OPTION


This AMENDMENT TO UNIT PURCHASE OPTION (this ‘‘Amendment’’), dated
December 29, 2006, is made by and between HD Partners Acquisition Corporation
(the ‘‘Company’’) and the holder designated on the signature page hereof (‘‘Holder’’),
to that certain Unit Purchase Option referred to below.


WHEREAS, the Company issued that certain Unit Purchase Option, dated
June 7, 2006 (the ‘‘Unit Purchase Option’’), in connection with the Company’s
initial public offering and the Holder is the owner of the Unit Purchase
Option; and


WHEREAS, as a
result of certain questions that have arisen regarding the accounting treatment
applicable to the Unit Purchase Option, the parties hereto deem it necessary
and desirable to amend the Unit Purchase Option to clarify that the Holder does
not have the right, and did not have the right at the time of issuance of the
Unit Purchase Option, to receive a net cash settlement in the event the Company
does not maintain a current prospectus relating to the units, common stock and
warrants issuable upon exercise of the Unit Purchase Option at the time such
Unit Purchase Option is exercisable.


NOW, THEREFORE, in consideration of the mutual agreements contained
herein and other good and valuable consideration, the receipt and sufficiency
of which are hereby acknowledged, and intending to be legally bound hereby, the
parties hereto agree to amend the Unit Purchase Option as set forth herein.


1.                                    Unit Purchase Option. The undersigned hereby agree that
the Unit Purchase Option is hereby amended by adding the following as Section
2.1.1 to the Unit Purchase Option:


“2.1.1             No
Exercise of Purchase Option if a Registration Statement is not Effective. Notwithstanding
anything herein to the contrary, the Company shall not be obligated to deliver
any securities pursuant to the exercise of this Purchase Option unless (i) a
registration statement under the Act with respect to the Units, Warrants and
Common Stock issuable upon such exercise is effective, or (ii) in the opinion
of counsel to the Company or counsel to the Holder reasonably satisfactory to
the Company, the exercise of this Purchase Option is exempt from the
registration requirements of the Act and such securities are qualified for sale
or exempt from qualification under applicable securities laws of the states or
other jurisdictions in which the registered holders reside. This Purchase
Option may not be exercised by, or securities issued to, any registered holder
in any state in which such exercise or issuance would be unlawful and,
therefore, such securities may expire unexercised. The Holders are not, and at
the time of the











initial issuance of this Purchase Option were not, entitled to receive
a net-cash settlement or other consideration in lieu of physical settlement in
securities if the securities underlying this Purchase Option are not covered by
an effective registration statement.”


2.                                  Damages.
The undersigned hereby agree that solely for the reason outlined in the recital
clause of this Agreement and without otherwise in any way limiting any rights
the Holder may have under applicable law as a result of a breach by the Company
of any provision of the Unit Purchase Option, the Unit Purchase Option is
hereby amended by deleting Section 5.3 in its entirety.


3.                                  Miscellaneous.


a.                                Governing
Law; Jurisdiction. The validity, interpretation, and performance of this
Agreement shall be governed in all respects by the laws of the State of New
York, without giving effect to conflict of laws.  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 in care of the address set forth above or such other
address as the undersigned shall furnish in writing to the other.  Such mailing shall be deemed personal service
and shall be legal and binding upon the Company in any action, proceeding or
claim.


b.                               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.


c.                                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 original
Unit Purchase Option which are not inconsistent with this Agreement shall
remain in full force and effect.  This
Agreement may be executed in counterparts.


d.                               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 a 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 have executed this AMENDMENT TO UNIT PURCHASE OPTION as of the date
first set forth above.


	
  

  	
  HD PARTNERS ACQUISITION CORPORATION

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By: 

  	
  /s/ Eddy W. Hartenstein

  	
   

  
	
   

  	
  Name: Eddy W. Hartenstein

  
	
   

  	
  Title: Chief Executive Officer

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  HOLDER

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  MORGAN JOSEPH & CO. INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/  Tina Pappas

  	
   

  
	
   

  	
  Name:  Tina
  Pappas

  
	
   

  	
  Title:   
  Managing Director