Exhibit 10.4


 


May 10, 2006


 


HD Partners Acquisition Corporation


2601 Ocean Park Boulevard, Suite 320


Santa Monica, CA 90405


 


Morgan
Joseph & Co. Inc.


600
Fifth Avenue


19th
Floor


New
York, New York 10020


 


Re:          Initial Public Offering


 


Gentlemen:


 


The undersigned officer of HD Partners Acquisition
Corporation (“Company”), in consideration of Morgan Joseph & Co. Inc. (“Morgan
Joseph”) entering into a letter of intent (“Letter of Intent”) to underwrite an
initial public offering of the securities of the Company (“IPO”) and embarking
on the IPO process, hereby agrees as follows (certain capitalized terms used
herein are defined in paragraph 13 hereof):


 


1.             In the event
that the Company fails to consummate a Business Combination within 18 months
from the effective date (“Effective Date”) of the registration statement
relating to the IPO (or 24 months under the circumstances described in the
prospectus relating to the IPO), the undersigned will (i) cause the Trust Fund
(as defined in the Letter of Intent) to return capital held in the Trust Fund
to the holders of IPO Shares and (ii) take all reasonable actions within his
power to cause the Company to dissolve as soon as reasonably practicable. The undersigned
hereby waives any and all right, title, interest or claim of any kind (“Claim”)
in or to any rights in the Trust Fund, except with respect to any
of the IPO Shares, as defined herein, acquired by the undersigned in connection
with or following the IPO, and any remaining net assets of the Company as a
result of such return of capital held in the Trust Fund and dissolution of the
Company and hereby waives any Claim the undersigned may have in the future as a
result of, or arising out of, any contracts or agreements with the Company and
will not seek recourse against the Trust Fund for any reason whatsoever. The
undersigned agrees to indemnify and hold harmless the Company against any and
all loss, liability, claims, damage and expense whatsoever (including, but not
limited to, any and all legal or other expenses reasonably incurred in
investigating, preparing or defending against any 


 

















 


litigation,
whether pending or threatened, or any claim whatsoever) which the Company may
become subject as a result of any claim by any vendor, prospective target
business or other entity that is owed money by the Company for services
rendered or products sold provided that the Company did not obtain a waiver
from such party of its rights or claims to the Trust Fund and only to the
extent necessary to ensure that such loss, liability, claim, damage or expense
does not reduce the amount in the Trust Fund (as defined in the Letter of
Intent).


 


2.             In order to
minimize potential conflicts of interest which may arise from multiple
affiliations, the undersigned agrees to present to the Company for its
consideration, prior to presentation to any other person or entity, any
suitable opportunity to acquire an operating business, until the earlier of the
consummation by the Company of a Business Combination, the dissolution of the
Company or until such time as the undersigned ceases to be an officer of the
Company, subject to any pre-existing fiduciary and contractual obligations the
undersigned might have.


 


3.             The undersigned acknowledges and agrees that
the Company will not consummate any Business Combination which involves a
company which is affiliated with any of the Insiders unless the Company
obtains an opinion from an independent investment banking firm which is a
member of the National Association of Securities Dealers, Inc. and is reasonably
acceptable to Morgan Joseph that the Business Combination is fair to the
Company’s stockholders from a financial perspective.


 


4.             Neither
the undersigned, any member of the family of the undersigned, nor any affiliate
of the undersigned (“Affiliate”) will be entitled to receive and will not
accept any compensation for services rendered to the Company prior to the
consummation of the Business Combination; provided that commencing on the
Effective Date, Value Investments, LLC (“Related Party”), shall be allowed to
charge the Company an allocable share of Related Party’s overhead, up to $7,500
per month, to compensate it for the Company’s use of Related Party’s office space, utilities,
administrative, technology and secretarial services. Related Party and the
undersigned shall also be entitled to reimbursement from the Company for
their out-of-pocket expenses incurred in connection with seeking and
consummating a Business Combination.


 


5.             Neither the undersigned, any member of the
family of the undersigned, nor any Affiliate will be entitled to receive or
accept a finder’s fee or any other compensation in the event the undersigned,
any member of the family of the undersigned or any Affiliate originates a
Business Combination.


 


6.             The undersigned
agrees to be the Executive Vice President of the Company until the earlier of
the consummation by the Company of a Business Combination or the dissolution of
the Company. The undersigned’s biographical information furnished to the
Company and Morgan Joseph and attached hereto as Exhibit A is true and accurate
in all respects, does not omit any material information with respect to the
undersigned’s background and contains all of the information required to be


 

















 


disclosed
pursuant to Item 401 of Regulation S-K, promulgated under the Securities Act of
1933. The undersigned’s Questionnaire previously furnished to the Company and
Morgan Joseph hereto is true and accurate in all respects. The undersigned
represents and warrants that:


 


(a)           he is not subject to or a
respondent in any legal action for, any injunction, cease-and-desist order or
order or stipulation to desist or refrain from any act or practice relating to
the offering of securities in any jurisdiction;


 


(b)           he has never been convicted
of or pleaded guilty to any crime (i) involving any fraud or (ii) relating to
any financial transaction or handling of funds of another person, or (iii)
pertaining to any dealings in any securities, and he is not currently a
defendant in any such criminal proceeding; and


 


(c)           he has never been suspended
or expelled from membership in any securities or commodities exchange or
association or had a securities or commodities license or registration denied,
suspended or revoked.


 


7.             The undersigned
has full right and power, without violating any agreement by which he is bound,
to enter into this letter agreement and to serve as the Executive Vice
President of the Company.


 


8.             The undersigned
authorizes any employer, financial institution, or consumer credit reporting
agency to release to Morgan Joseph and its legal representatives or agents
(including any investigative search firm retained by Morgan Joseph) any
information they may have about the undersigned’s background and finances (“Information”).
Neither Morgan Joseph nor its agents shall be violating the undersigned’s right
of privacy in any manner in requesting and obtaining the Information and the
undersigned hereby releases them from liability for any damage whatsoever in
that connection.


 


9.             In connection with the vote required to consummate
a Business Combination, the undersigned agrees that he will vote all shares of
common stock, par value, $0.001, owned 
by him prior to the IPO (“Insider Shares”) in accordance with the
majority of the votes cast by the holders of the IPO Shares, and all shares of
common stock acquired in connection with or following the IPO “For” a Business
Combination.


 


10.           The undersigned will escrow his Insider
Shares for the period commencing on the Effective Date and ending on the third
anniversary of the Effective Date, subject to the terms of a Stock Escrow
Agreement which the Company will enter into with the undersigned and an escrow
agent acceptable to the Company.


 


11.           The undersigned agrees to not to resign from
his position as officer of the Company as set forth in the Registration
Statement without the prior consent of Morgan Joseph until the earlier of the
consummation by the Company of a Business


 

















 


Combination, return of capital held in the Trust Account, or the
dissolution of the Company. The undersigned acknowledges that the foregoing
does not interfere with or limit in any way the right of the Company to
terminate the undersigned’s employment at any time (subject to other
contractual rights the undersigned may have) nor confer upon the undersigned any
right to continue in the employ of Company.


 


12.           This letter agreement shall be governed by
and construed and enforced in accordance with 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
undersigned hereby (i) agrees that any action, proceeding or claim against him
arising out of or relating in any way to this letter agreement (a “Proceeding”)
shall be brought and enforced in the courts of the State of New York of the
United States of America for the Southern District of New York, and irrevocably
submits to such jurisdiction, which jurisdiction shall be exclusive, (ii)
waives any objection to such exclusive jurisdiction and that such courts
represent an inconvenient forum and (iii) irrevocably agrees to appoint
Ellenoff Grossman & Schole LLP as agent for the service of process in the
State of New York to receive, for the undersigned and on his behalf, service of
process in any Proceeding. If for any reason such agent is unable to act as
such, the undersigned will promptly notify the Company and Morgan Joseph and
appoint a substitute agent acceptable to each of the Company and Morgan Joseph
within 30 days and nothing in this letter will affect the right of either party
to serve process in any other manner permitted by law.


 


13.           As used herein, (i) a “Business Combination”
shall mean an acquisition by merger, capital stock exchange, asset or stock
acquisition, reorganization or otherwise, of an operating business or
businesses in the media, entertainment and/or telecommunications industries;
(ii) “Insiders” shall mean all officers, directors and stockholders of the
Company immediately prior to the IPO; and (iii) “IPO Shares” shall mean the
shares of Common Stock issued in the Company’s IPO.


 


 


	
   

  	
  Lawrence
  N. Chapman

  	
   

  
	
   

  	
  Print
  Name of Insider

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  /s/
  Lawrence N. Chapman

  	
   

  
	
   

  	
  Signature

  
				



 

















 


EXHIBIT
A


 


Lawrence
Chapman has been our
Executive Vice President since December 2005 and served as a director from
December 2005 through April 2006. Mr. Chapman retired from Hughes
Electronics Corporation (which changed its name to The DIRECTV Group in 2004)
in August 2004, with his most recent assignment as President and Chief
Operating Officer of DIRECTV’s Latin American operation, at the time the region’s
largest pay television service with offerings in over 28 countries.
Mr. Chapman was appointed as President of DIRECTV Latin America, LLC (a
partnership between DIRECTV Latin America Holdings, a subsidiary of Hughes
Electronics Corp., Darlene Investments LLC, an affiliate of the Cisneros Group
of Companies, and Grupo Clarin), to lead the reorganization of the company
under Chapter 11 of the U.S. Bankruptcy Code. DIRECTV Latin America emerged
from Chapter 11 in April 2004. From August 2001 through
December 2002, Mr. Chapman was Executive Vice President in charge of
DIRECTV’s Product Development, Marketing and Advertising organizations. From
March 2000 through August 2001, Mr. Chapman was President of DIRECTV
Global Digital Media Inc., a subsidiary of Hughes Electronics Corporation).
Between 1990 and 2000, Mr. Chapman served in a number of capacities at
DIRECTV including Senior Vice President of Programming, Senior Vice President
of Special Markets and Distribution, and Vice President of Business Affairs.
Before his assignments with DIRECTV, a business unit of Hughes Electronics
Corporation, Mr. Chapman served in various business development roles at
Hughes Communications Inc., a satellite services subsidiary of Hughes
Electronics Corporation. From 1985 to 1989, Mr. Chapman was Deputy General
Manager at JCSat, a Tokyo-based satellite services joint venture between Hughes
Communications, Itochu Corporation and Mitsui and Company, Ltd.
Mr. Chapman holds MS and BS degrees in Electrical Engineering from the
University of Florida. Mr. Chapman served as a member of the Board of
Directors of TiVo, Inc. from 1999 to 2003 and as a member of the Board of
Directors of PanAmSat Corporation in 2003.