Exhibit 10.17


 


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 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 12 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 take all reasonable
actions within his power to (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) cause the Company to dissolve as soon as reasonably practicable
after such return of capital held in the Trust Fund and dissolution of the
Company.  Except with respect to any of
the IPO Shares, as defined herein, acquired by the undersigned in connection
with or following the IPO, 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, 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.


 


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


 

















 


(in the reasonable judgment of the undersigned) to acquire an operating
business to which it becomes aware, 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
it will take all reasonable actions within his power to ensure 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.


 


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’s
biographical information furnished to the Company and Morgan Joseph and
attached hereto as Exhibit A is true and accurate in all respects, and does not
omit any material information with respect to the undersigned’s academic and
professional background.  The undersigned’s
Questionnaire previously furnished to the Company and Morgan Joseph is true and
accurate in all material 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 a director of the Company.


 


8.                                       In connection
with the customary due diligence practices of Morgan Joseph with respect to
companies for which Morgan Joseph enters into underwriting agreements related
to initial public offerings for such companies, and during the period prior to
the Effective Date, 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 during the period prior to the Effective Date 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.                                 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.


 


12.                                 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 “IPO
Shares” shall mean the shares of Common Stock issued in the Company’s IPO.


 


 


	
   

  	
  Martin
  Gottlieb

  	
   

  
	
   

  	
  Print
  Name of Insider

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  /s/
  Martin Gottlieb

  	
   

  
	
   

  	
  Signature

  
				



 

















 


EXHIBIT A


 


Martin
E. Gottlieb has
been a Director since April 2006. Mr. Gottlieb is a founder and Managing
Director of Argent Group Ltd., a boutique investment banking firm specializing
in asset-based structured financings of capital assets. Serving as Argent’s
President and Chief Executive Officer since its formation in 1982,
Mr. Gottlieb has been responsible for the overall management and direction
of the firm. Prior to forming Argent in 1982, Mr. Gottlieb was Vice
President and Head of the Leveraged Leasing Group at Bank of America. In this
capacity, he was responsible for transaction origination, placement and
implementation and had profit center responsibility for the Group.
Mr. Gottlieb started his career at the First National Bank of Chicago.
Mr. Gottlieb is an honors graduate of Long Island University with a
Bachelor of Science degree in Business Administration earned in 1973 and holds
an MBA degree from the University of Chicago earned in 1976.