Exhibit 10.8


 


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 Chief Financial Officer, Treasurer 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
Chief Financial Officer, Treasurer 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]


 

















 


	
   

  	
  Robert
  L. Meyers

  
	
   

  	
  Print
  Name of Insider

  
	
   

  	
   

  
	
   

  	
  /s/
  Robert L. Meyers

  	
   

  
	
   

  	
  Signature

  



 

















 


EXHIBIT A


 


Robert L. Meyers has been our Chief Financial Officer, Treasurer and a director since December 2005.
From 2001 to 2004, Mr. Meyers was an Executive Vice President of DIRECTV, Inc.,
a unit of Hughes Electronics Corporation (which changed its name to The DIRECTV
Group in 2004). In this position, Mr. Meyers was responsible for customer
satisfaction, which included the installation and service network, customer
service, marketing and customer loyalty and retention. Prior to this position, Mr. Meyers
was Executive Vice President and Chief Financial Officer of DIRECTV, Inc.,
from 1996 to 2001, where he was responsible for all internal and external
financial affairs for DIRECTV, Inc. Mr. Meyers joined DIRECTV, Inc.
in 1996 from the corporate headquarters of Hughes Electronics, where he served
a dual role as Director of Investor Relations and Corporate Financial Planning.
From 1989 to 1993, Mr. Meyers was Controller of Electro-Optical and Data
Systems Group, a unit of Hughes Aircraft Company. With Hughes since 1972, Mr. Meyers
held progressively responsible finance positions within the company. Prior to
appointments at Space and Communications Group Finance and the Commercial
Satellite Systems Division, he participated in the Corporate Business
Management Development Rotation program with assignments in Radar Systems
Group, Missile Systems Group, Malibu Research Laboratories and Electro-Optical and
Data Systems Group. Mr. Meyers earned his Bachelor’s and Master’s degree
in Business Administration from the University of Southern California in 1970
and 1972, respectively.