Exhibit 10.6


 


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 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 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 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 Chairman of the Board, President and Chief Executive Officer
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 Chairman of the
Board, President and Chief Executive Officer 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]


 

















 


	
   

  	
  Eddy
  W. Hartenstein

  	
   

  
	
   

  	
  Print
  Name of Insider

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  /s/ Eddy W. Hartenstein

  	
   

  
	
   

  	
  Signature

  
				



 

















 


EXHIBIT A


 


Eddy W. Hartenstein has been our Chairman, President and Chief Executive Officer since December 2005. 
Mr. Hartenstein retired on December 31, 2004 from his position as
vice chairman of The DIRECTV Group, Inc. (formerly Hughes Electronics
Corporation) and as a member of The DIRECTV Group Board of Directors. 
Prior thereto, Mr. Hartenstein was chairman and CEO of DIRECTV, Inc.,
from 2001 to 2003.  Mr. Hartenstein was also president of DIRECTV, Inc.
from its inception in 1990 to 2001, where he was responsible for assembling the
DIRECTV management team and guiding its strategic efforts to develop the
business infrastructure necessary to launch the US direct-to-home entertainment
distribution service.  From 1987 through 1990, Mr. Hartenstein was
senior vice president of Hughes Communications, Inc.  Between 1984
and 1987, Mr. Hartenstein served as president of Equatorial Communications
Services Company, which was subsequently acquired by GTE.  Prior to
joining Equatorial, Mr. Hartenstein was vice president of Hughes
Communications, from 1981 to 1984.  Mr. Hartenstein joined Hughes
Aircraft Company in 1972.   Before transferring to Hughes
Communications in 1981, he held a succession of engineering, operations, and
program management positions at Hughes Aircraft Company’s Space and
Communications Division and NASA’s Jet Propulsion Laboratory.  Mr. Hartenstein
received Bachelor’s degrees in Aerospace Engineering and Mathematics from
California State Polytechnic University, Pomona in 1972.  He received an
M.S. degree in Applied Mechanics from Cal Tech in 1974 while a Hughes Aircraft
Company Masters Fellow.  Mr. Hartenstein currently sits on the board
of directors of Thomson S.A., SanDisk Corp., XM Satellite Radio Holdings Inc.
and the Consumer Electronics Association.  Mr. Hartenstein was
elected as a member of the National Academy of Engineering in 2001 and was
inducted into the Broadcasting & Cable Hall of Fame in 2002.