Exhibit 10.18


 


AMENDED AND
RESTATED


SUBORDINATED
REVOLVING


LINE OF
CREDIT AGREEMENT


 


This Amended and Restated
Subordinated Revolving Line of Credit Agreement dated as of May 26, 2006
(this “Agreement”) amends and restates in its entirety the Subordinated Revolving
Line of Credit Agreement entered into as of May 2, 2006 and amended and
restated as of May 10, 2006 by and between HD Partners Acquisition
Corporation, a Delaware corporation (“Borrower”), and the individuals
and entities set forth on Schedule A (“Lenders”), with reference to
the following facts.


 


(a)  Borrower has
been organized for the purpose of effecting a merger, capital stock exchange,
asset acquisition or other similar business combination with an operating
business (a “Business Combination”).


 


(b)  Borrower
proposes to: (a) make a public offering (the “Public Offering”) of
its securities pursuant to a registration statement (the “Registration
Statement”) filed with and to be declared effective by the Securities and
Exchange Commission (the “SEC”); (b) deposit the proceeds from the
Public Offering into a trust account (the “Trust Account”) for the
benefit of the purchasers of securities in the Public Offering, net of offering
costs, underwriting discounts and $1,575,000 of such proceeds to be used for
general corporate purposes (such $1,575,000, the “Non-Trust Funds”), to be held
and disbursed in accordance with the terms of the Investment Management Trust
Agreement to be entered into between Borrower and Corporate Stock Transfer, Inc.
as trustee (the “Trust Agreement”); and (c) utilize the funds in
the Trust Account in connection with a Business Combination.


 


(c)   Borrower may need
funds (i) to pay costs and expenses prior to consummation of a Business
Combination or (ii) to pay costs, expenses and claims in connection with
Borrower’s dissolution and the liquidation of Borrower and the Trust Account to
its public stockholders.


 


(d)  On the terms
and subject to the conditions set forth in this Agreement, Lenders are willing
to make available to Borrower a revolving line of credit to pay certain costs
and expenses that may arise prior to a Business Combination or to pay
costs, expenses and claims in connection with Borrower’s dissolution and the
liquidation of the Trust Account to its public stockholders (the “Loan”).


 


1. The Loan


 


1.1  If the
Non-Trust Funds are insufficient for the Borrower’s working capital purposes
(including the payment of costs, expenses and claims in connection with
Borrower’s dissolution and the liquidation of Borrower and the distribution of
the Trust Account to its public stockholders), then Lenders agree to make
advances to Borrower, and Borrower agrees to repay such advances, from time to
time in accordance with the terms and conditions of this Agreement and the form of
revolving promissory note attached hereto as Exhibit A (the “Note”);
provided, however, that notwithstanding anything to the contrary in this
Agreement, at no time shall the aggregate of all advances and readvances
outstanding under the Loan at any time exceed $750,000. Each Lender shall be
obligated to advance or readvance his pro-rata share to the Borrower, up to
$150,000 per Lender.


 


This Agreement and the Note
are each sometimes referred to in this Agreement individually as a “Loan
Document,” and are sometimes collectively referred to as the “Loan
Documents.”


 

















 


1.2  Lenders’ obligation to make advances
shall expire upon the first to occur of the following:


 


1.2.1  Upon a material breach or default
of any representation, warranty or agreement of Borrower that is not cured or
corrected within 20 days of notice of such breach from any Lender;


 


1.2.2  Upon consummation of a Business
Combination;


 


1.2.3  If no
Business Combination is consummated, after the completion of the liquidation of
the Trust Account and Borrower’s completed and fully implemented dissolution
and distribution;


 


1.2.4 Thirty days after
Borrower provides written notice to Lenders of its termination of this
Agreement and the Loan facility, and the payment of all amounts due hereunder
to Lenders.


 


2. Conditions of
Advances. Upon reasonable advance request from Borrower, Lenders
shall make advances to or as directed by Borrower, provided that each and all
of the following conditions is satisfied:


 


2.1  Borrower
shall have executed and delivered the Note to Lenders, as applicable;


 


2.2  The aggregate
amount of outstanding advances following such advance shall not exceed
$750,000;


 


2.3  The
representations and warranties of Borrower in the Loan Documents shall be true
and correct in all material respects;


 


	
  2.4  Borrower
  shall have complied in all material respects with each of its agreements in
  the Loan Documents; 

  



 


2.5  The advances
shall be used only for such purposes as are set forth in Section 4.1 of
this Agreement; and


 


2.6  Borrower shall have completed the Public
Offering.


 


3. Borrower
Representations


 


3.1  Borrower
represents and warrants as follows:


 


3.1.1  Borrower
has full power and authority to execute and deliver this Agreement and the
other Loan Documents to be executed and delivered by it pursuant hereto and to
perform its obligations hereunder and thereunder. This Agreement and such
Loan Documents constitute the valid and legally binding obligations of the
Borrower and are enforceable against Borrower in accordance with their terms.


 


3.1.2  Neither the
execution and the delivery of the Loan Documents by Borrower, nor the
consummation of the transactions contemplated by the Loan Documents,
nor the borrowing by Borrower, will (a) violate any constitution,
statute, regulation, rule, injunction, judgment, order, decree, ruling, charge,
or other restriction of any government, governmental agency, or court to which
Borrower is subject or any provision of the Amended and Restated Certificate of
Incorporation or Bylaws of Borrower, or (b) conflict with, result in a
breach of, constitute a default


 

















 


under, result in the acceleration of, create in any entity or natural
person (each, a “Person”) the right to accelerate, terminate, modify, or
cancel, any agreement, contract, lease, license, instrument, or other
arrangement to which Borrower is a party or by which it is bound or to which
any of its assets are subject (or result in the imposition of any security
interest upon any of its assets), in each case other than where such violation,
conflict, breach, default, acceleration or creation of right would not
reasonably be expected to have a material adverse effect on the ability of
Borrower to repay amounts due under the Note in accordance with the terms of
the Loan Documents. (a “Material Adverse Effect”).


 


3.1.3  Borrower
does not need to give any notice to, make any filing with, or obtain any
authorization, permit, certificate, registration, consent, approval or order of
any government or governmental agency in order for the parties to consummate
the transactions contemplated by this Agreement, except where the failure would
not reasonably be expected to have a Material Adverse Effect.


 


3.1.4  The
conditions to the obligation of Lenders to make the advance, as set forth in Section 2,
shall be satisfied.


 


3.2  Each and
every representation and warranty made by Borrower in this Agreement shall be
deemed renewed and remade upon the making of each and every advance or
readvance under the Note that Lenders may make.


 


4. Borrower
Covenants. For as long as Lenders shall have a commitment to make
advances or there shall be any outstanding balance on the Loan, without the
prior consent of Lenders, Borrower shall:


 


4.1  use the
proceeds of any advance made hereunder only for (i) ordinary and
reasonable operating costs and expenses during the period Borrower seeks to
identify, investigate, negotiate and consummate a Business Combination,
including Borrower’s reporting obligations with the SEC, the audit and review
of Borrower’s financial statements, identifying and investigating potential
targets for a Business Combination, deposits, down payments or funding of “no-shop”
provisions in connection with a particular Business Combination, negotiating
and closing the Business Combination, legal and other professional fees and
expenses, fees, salaries and compensation for directors, officers, employees,
consultants and advisors, and insurance premiums or (ii) to pay claims of
vendors, prospective target businesses or other entities related to 4.1(i) and
any costs or expenses incurred in connection with Borrower’s dissolution and
the liquidation of Borrower and the distribution of the Trust Account to its
public stockholders;


 


4.2  not declare
or pay any dividend or distribution with respect to, or repurchase or redeem
any shares of, the capital stock of Borrower, provided that this shall not
prohibit payments from the Trust Account to stockholders of Borrower in
accordance with the Trust Agreement;


 


4.3  not engage in
any business other than identifying, investigating, negotiating and closing a
Business Combination;


 


4.4  not make any
material capital expenditure or purchase any material property or asset (other
than office supplies and equipment); and


 


4.5  upon request
of Lenders, provide to Lenders copies of all filings with the Securities and
Exchange Commission.


 

















 


5. No Recourse to
Trust Account


 


Lenders, on behalf of themselves and their
successors and assigns, hereby acknowledge and agree that under no circumstance
shall Lenders have any right, title or interest in or to any of the funds in
the Trust Account, notwithstanding the fact that such funds were received for
the purchase and sale of securities of Borrower, or any funds distributed from
the Trust Account other than in a Business Combination Distribution (as defined
below), and that their sole recourse for repayment of any and all amounts due
under the Note shall be against the assets or properties of Borrower never
deposited into the Trust Account or distributed to Borrower from the Trust
Account in a Business Combination Distribution. Lenders hereby irrevocably
waive any claim that they might have to funds in the Trust Account, and any
funds distributed from the Trust Account other than in a Business Combination
Distribution, at law or in equity, agree not to make any such claim, and agree
to indemnify and hold Borrower harmless from any such claim made by or on
behalf of Lenders. For purposes of this Section 5, a “Business
Combination Distribution” means a distribution from the Trust Account in
connection with the consummation of a Business Combination pursuant to the
Trust Agreement.


 


6. Events of
Default. The occurrence of any of the following shall constitute an
event of default (an “Event of Default”) hereunder and under each and
every other Loan Document:


 


6.1  The Borrower
shall fail to pay any principal or any other amount as and when due and payable
under any Loan Document;


 


6.2  Any
representation or warranty which is made or deemed made in any Loan Document by
the Borrower shall prove to have been incorrect or misleading in any material
respect on or as of the date made or deemed made or remade;


 


6.3  The Borrower
shall fail to perform or observe any term, provision, covenant, or
agreement contained in any Loan Document to be performed or observed by the
Borrower (other than any payment obligation) and such failure shall continue
more than 20 days after notice thereof from Lenders;


 


6.4  The Borrower
shall (a) generally not, or be unable to, or admit in writing its
inability to, pay its debts as such debts become due, only after the Company
has borrowed the entire $750,000 pursuant hereto; or (b) make an
assignment for the benefit of creditors, or petition or apply to any tribunal
for the appointment of a custodian, receiver, or trustee for it or a substantial
part of its assets; or (c) commence any proceeding under any
bankruptcy, reorganization, arrangement, readjustment of debt, dissolution, or
liquidation law or statute of any jurisdiction, whether now or hereafter in
effect; or (d) have any such petition or application filed or any such
proceeding commenced against it in which an order for relief is entered or
adjudication or appointment is made and which remains undismissed for a period
of 30 days or more; or (e) by any act or omission to act indicate consent
to, approval of, or acquiescence in any such petition, application, or
proceeding, or order for relief, or the appointment of a custodian, receiver,
or trustee for all or any such substantial part of its properties; or (f) suffer
any such custodianship, receivership, or trusteeship for all or any substantial
part of its properties; or (g) suffer any such custodianship,
receivership, or trusteeship to continue undischarged for a period of
30 days or more; provided, however, that the adoption of a plan of
dissolution and distribution and its implementation by the Borrower’s Board of
Directors that is approved by its stockholders due to the failure of Borrower
to complete a Business Combination shall not in any instance be deemed an Event
of Default hereunder; or


 

















 


6.5  At any time
after execution and delivery of this Agreement, and whether or not due to any
fault of Lender, any Loan Document shall cease to be in full force and effect
and enforceable in accordance with its terms, or shall be declared null and
void.


 


7. Consequences of
Default. If an Event of Default shall occur, Lenders:


 


7.1  shall have no
further obligation to make advances under the Loan Documents; and


 


7.2  may declare
the Note and all amounts payable under this Agreement and any other Loan
Document to be forthwith due and payable, whereupon the Note and all such
amounts shall become and be forthwith due and payable, without presentment,
demand, protest, or further notice of any kind, all of which are hereby
expressly waived by Borrower.


 


8. Miscellaneous
Provisions


 


8.1  Notices.
All notices, requests, demands and other communications (collectively, “Notices”)
given pursuant to this Agreement shall be in writing, and shall be delivered by
personal service, courier, facsimile transmission or by United States first
class, registered or certified mail, addressed to the following addresses:


 


	
  If to Borrower:

  	
   

  	
  HD Partners Acquisition Corporation

  
	
   

  	
   

  	
  2601 Ocean Park Boulevard, Suite 320

  
	
   

  	
   

  	
  Santa Monica, CA 90405

  
	
   

  	
   

  	
  Facsimile: (310) 399-7303

  
	
   

  	
   

  	
   

  
	
  If to Lenders:

  	
   

  	
  Bruce Lederman

  
	
   

  	
   

  	
  2601 Ocean Park Boulevard, Suite 320

  
	
   

  	
   

  	
  Santa Monica, CA 90405

  
	
   

  	
   

  	
  Facsimile: (310) 399-7303

  



 


Any Notice, other than a Notice sent by registered
or certified mail, shall be effective when received; a Notice sent by
registered or certified mail, postage prepaid return receipt requested, shall
be effective on the earlier of when received or the third day following deposit
in the United States mails (or on the seventh day if sent to or from an address
outside the United States). Any party may from time to time change its
address for further Notices hereunder by giving notice to the other party in
the manner prescribed in this Section.


 


8.2  No
Waivers; Remedies Cumulative. No failure or delay by a party in exercising
any right, power or privilege hereunder shall operate as a waiver thereof, nor
shall any single or partial exercise thereof preclude any other or further
exercise thereof or the exercise of any other right, power or privilege. The
rights and remedies provided herein shall be cumulative and not exclusive of
any rights or remedies provided by law.


 


8.3  Amendments
and Waivers. Any provision of this Agreement may be amended or waived
if, but only if, such amendment or waiver is in writing and is signed by Borrower
and Lenders.


 


8.4  Successors
and Assigns. Borrower may not assign its right or duties hereunder
without the prior written consent of Lenders, which consent Lenders may deny,
withhold or delay in its sole and absolute discretion.


 

















 


8.5  Governing
Law. This Agreement has been made and entered into in the State of Delaware
and shall be construed in accordance with the laws of the State of Delaware
without giving effect to the principles of conflicts of law thereof.


 


8.6  Prior
Understandings. This Agreement supersedes all prior understandings and
agreements (whether written, oral or otherwise) pertaining to the subject
matter hereof, and constitutes the entire agreement between the parties hereto
relating to the subject matter hereof and the transactions provided for herein.


 


8.7  Counterparts.
This Agreement may be executed in any number of counterparts each of which
shall be deemed an original and all of which shall constitute one and the same
agreement with the same effect as if all parties had signed the same signature
page. The parties shall accept facsimile signatures as the equivalent of
original ones.


 


8.8  Severability.
If any provision of this Agreement or the application of such provision to any
Person or circumstance will be held invalid, the remainder of this Agreement or
the application of such provision to Persons or circumstances other than those
to which it is held invalid will not be affected thereby.


 


8.9  Additional
Documents and Acts. Borrower shall execute and deliver such additional documents
and instruments and shall perform such additional acts as may be
necessary or appropriate to effectuate, carry out and perform all of the
terms, provisions, and conditions of this Agreement and the transactions
contemplated by this Agreement.


 


8.10  Survival.
All indemnities, rights, remedies, representations and warranties contained
herein shall survive the expiration or termination of this Agreement, and no
termination or expiration hereof shall relieve either party from liability for
any breach of this Agreement.


 


8.11  Action by Lenders Any actions required by or
taken by the Lenders pursuant to the provisions of this Agreement or the Note
shall be effective if taken pursuant to a written document executed by Lenders
holding 50.1% or more of the outstanding principal balance of any unpaid Notes
hereunder.


 


[SIGNATURE PAGE FOLLOWS]


 

















 


IN WITNESS WHEREOF, the parties have executed and
delivered this Agreement to one another as of the date first above written.


 


	
  LENDERS:

  	
   

  	
  /s/ Eddy W. Hartenstein

  	
   

  
	
   

  	
   

  	
  Eddy W. Hartenstein

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  /s/Robert L. Meyers

  	
   

  
	
   

  	
   

  	
  Robert L. Meyers

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  /s/ Steven J. Cox

  	
   

  
	
   

  	
   

  	
  Steven J. Cox

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  /s/ Lawrence Chapman

  	
   

  
	
   

  	
   

  	
  Lawrence Chapman

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  /s/ Bruce Lederman

  	
   

  
	
   

  	
   

  	
  Bruce R. Lederman

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  BORROWER:

  	
   

  	
  HD PARTNERS ACQUISITION
  CORPORATION

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ Robert L. Meyers

  	
   

  
	
   

  	
   

  	
   

  	
  Robert L. Meyers

  CFO, Treasurer and Director

  
						



 

















 


EXHIBIT A


REVOLVING
LINE OF CREDIT NOTE


 


	
  Not to
  Exceed $750,000 in Principal

  	
   

  	
  , 2006

  



 


For value received, the
undersigned HD PARTNERS ACQUISITION CORPORATION,
a Delaware corporation (“Borrower”), promises to pay, in lawful money of
the United States, to the order of                               ,
together with his successors and assigns (“Holder”), at such address as
Holder may direct, the principal sum of Seven Hundred and Fifty Thousand
Dollars ($750,000), or so much thereof as shall have been advanced and shall
remain unpaid hereunder.


 


This Note is delivered
pursuant to, and is subject to all of the terms and conditions of, that certain
Amended and Restated Subordinated Revolving Line of Credit Agreement dated as
of May 26, 2006 (the “Loan Agreement”) between Borrower and                .
Unless otherwise defined in this Note, capitalized terms used in this Note
shall have the meanings ascribed to them in the Loan Agreement, and in the
event of any conflict between the terms of this Note and the terms of the Loan
Agreement, the terms of the Loan Agreement shall govern.


 


1. Maturity.
This Note shall mature and become due and payable upon the earlier of an Event
of Default (after the expiration of any cure period), upon consummation of a
Business Combination or as described in Section 1 of the Loan Agreement.


 


2. Prepayment.
This Note may be repaid in whole or in part at any time without
penalty or premium.


 


3. Event of
Default. Should an Event of Default occur, Lenders shall have the
rights set forth in Section 7 of the Loan Agreement.


 


4. Borrower’s
Acknowledgement. Borrower acknowledges that Holder is extending the
credit contemplated hereby solely as an accommodation to Borrower, and is
willing to do so in reliance upon Borrower’s monetary and non-monetary
covenants contained herein and in the Loan Agreement.


 


5. Holder’s
Acknowledgement. The Holder acknowledges and agrees that, as
specified in Section 5 of the Loan Agreement, the Holder has limited
recourse against Borrower for repayment of any and all amounts due and owing
under this Note.


 


6. Miscellaneous.
If this Note (or any payment due hereunder) is not paid when due, Borrower
promises to pay all costs and expenses of collection and reasonable attorneys’
fees incurred by the Holder hereof on account of such collection whether or not
suit is filed hereon. Borrower consents to renewals, replacements and
extensions of time for payment hereof, before, at, or after maturity, consents
to the acceptance, release or substitution of security for this Note, and
waives demand and protest. The indebtedness evidenced hereby shall be payable
in lawful money of the United States. In any action brought under or arising
out of this Note, Borrower, including successor(s) or assign(s), hereby
consents to the application of Delaware law, to the jurisdiction of any
competent court within the State of Delaware, and to service of process by any
means authorized by Delaware law. No single or partial exercise of any power
hereunder, or under any other Loan Document in connection herewith, shall
preclude other or further exercises thereof or the exercise of any other such
power.


 

















 


IN WITNESS WHEREOF, Borrower
has executed and delivered this Note as of the date first above written.


 


 


	
   

  	
  HD PARTNERS ACQUISITION
  CORPORATION

  
	
   

  	
   

  
	
   

  	
   

  	
  By :

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Name:  

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Title: