Exhibit
10.17


 


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 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 (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.


 


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.


 


[Signature Page to Follow]


 

















 


	
   

  	
   

  	
   

  	
   

  	
   

  	
  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.