Exhibit
10.7


 


May 17, 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 liquidation of the Trust Fund to the holders of IPO Shares, (ii) take all
reasonable actions within his power to cause the Company to dissolve as soon as
reasonably practicable and (iii) vote his shares in favor of any plan of
dissolution and distribution recommended by the Company’s board of directors . 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 the liquidation of 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 Executive Vice President and Secretary 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 Secretary 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, liquidation of 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.


 


[Signature Page to Follow]


 

















 


	
   

  	
   

  	
   

  	
   

  	
   

  	
  Bruce
  R. Lederman

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
  Print
  Name of Insider

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
  /s/
  Bruce R. Lederman

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
  Signature

  	
   

  



 

















 


EXHIBIT A


 


Bruce R.
Lederman has been our Executive Vice President and
Secretary since December 2005 and served as a director from December 2005
through April 2006. Mr. Lederman is currently a member of Industrial
Equity Capital, LLC, a private investment firm, which he joined as a founding
member in 2002. From 1999 to 2004, he was Chief Operating Officer, Vice
Chairman and Co-founder of AssureSat, Inc., a company formed to design,
build and operate geo-synchronous satellites. From 1994 to 2000,
Mr. Lederman co-founded and served as Vice Chairman of Unisite, Inc.,
a company which built and purchased telecommunications towers for the wireless
industry. Mr. Lederman retired in 1999 as a senior partner from the law
firm of Latham & Watkins, which he joined in 1968. Mr. Lederman
obtained his LLB, cum laude, from Harvard Law School in 1967 and received a
B.S. in Economics, cum laude, from the Wharton School of Finance &
Commerce, University of Pennsylvania in 1964. He attended the London School of
Economics at the University of London where he studied Economics from 1962 to
1963.