Exhibit 10.7


 


May 26, 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 valid and enforceable 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.