Exhibit 10.5


 


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 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.