Exhibit 10.5


 


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 and director 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 or director 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 and Director 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 and Director 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 (or advise the Board that the undersigned declines to seek re-election
to the Board of Directors) from his position as officer and/or director 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.


 


 


	
   

  	
  Steven
  J. Cox

  	
   

  
	
   

  	
  Print
  Name of Insider

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  /s/
  Steven J. Cox

  	
   

  
	
   

  	
  Signature

  
				



 

















 


EXHIBIT A


 


Steven J.
Cox has been our
Executive Vice President and a director since December 2005.  From
September 2001 to March 2005, he served as executive vice president
of DIRECTV, Inc., a business unit of Hughes Electronics Corporation (which
changed its name to The DIRECTV Group, Inc. in 2004).  In this position, Mr. Cox was responsible
for overseeing all aspects of the company’s sales and distribution strategy,
including national sales accounts, distributor and buying groups, new sales
programs, direct sales, commercial sales and programs for multiple dwelling
units, as well as the sales operations function supporting these
activities.  Prior to overseeing sales and distribution, Mr. Cox
served as executive vice president of DIRECTV Global Digital Media from
April 2000 to September 2001 and as senior vice president of New
Ventures from March 1997 to April 2000, where he was responsible for
structuring and negotiating DIRECTV’s strategic partnerships, acquisitions and
investments, as well as developing new business opportunities.  As senior
vice president of New Ventures, Mr. Cox also oversaw DIRECTV’s regulatory
and legislative affairs and DIRECTV’s Signal Integrity unit.  Mr. Cox
joined DIRECTV in 1995 as Vice President, Business Affairs and General
Counsel.   Prior to his involvement with DIRECTV, he was corporate
counsel for Science Applications International Corporation (SAIC) from
July 1992 to January 1995.  Mr. Cox primary
responsibilities at SAIC included acquisitions and divestitures, strategic
alliances and joint ventures.  Before
joining SAIC, Mr. Cox was an associate with the law firm of Gray, Cary,
Ames and Frye from 1990 to 1992 and Latham & Watkins LLP from 1988 to
1990. Since July 2005, Mr. Cox has been a director of MDU
Communications, Inc.  Mr. Cox received a Bachelor of Science
degree in business administration in May 1983 from the University of
Illinois at Urbana-Champaign.  He also received his J.D. at Stanford Law
School in June 1987.