Exhibit 10.7


 


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 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,
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.


 


 


	
   

  	
  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.