Exhibit
10.5


 


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 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 (such later
date being referred to herein as the “Termination Date”), the undersigned shall
(i) take all such action reasonably within its power as is necessary to (a)
dissolve the Corporation and liquidate the Trust Account to holders of IPO
Shares as soon as reasonably practicable, and after approval of the Company’s
stockholders and subject to the requirements of the Delaware General
Corporation Law (the “GCL”), including voting for the adoption of a resolution
by the Board, prior to such Termination Date, pursuant to Section 275(a) of the
GCL, which shall deem the dissolution of the Corporation advisable and (b)
cause to be prepared such notices as are required by said Section 275(a) of the
GCL as promptly thereafter as possible, and (ii) vote his shares in favor of
any plan of dissolution and distribution recommended by the Company’s board of
directors. If the Company does not consummate a Business Combination by the
Termination Date, the undersigned hereby agrees, with respect to any plan of
dissolution and distribution, to take all such action


 

















 


reasonably within its power to (x) cause the board of directors to
convene, adopt a plan of dissolution and distribution, which the undersigned
will vote to recommend to stockholders, and (y) on such date cause the Company
to prepare and file a proxy statement with the Securities and Exchange
Commission setting out the plan of dissolution and distribution.   If the Company seeks approval from its
stockholders to consummate a Business Combination within 90 days of the
expiration of 24 months from the Effective Date, the undersigned agrees to take
all such action reasonably within its power to ensure that the proxy statement
related to such Business Combination will also seek stockholder approval for
the plan of dissolution and distribution in the event the stockholders do not
approve the Business Combination.  If no
proxy statement seeking the approval of the stockholders for a Business
Combination has been filed within 30 days prior to the date which is 24 months
from the date of the IPO, the undersigned agrees, prior to such date to take all
such action reasonably within its power as is necessary to convene and adopt a
plan of dissolution and distribution and on such date file a proxy statement
with the SEC seeking stockholder approval for such plan.  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 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 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, 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]


 

















 


	
   

  	
   

  	
   

  	
   

  	
   

  	
  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.