Exhibit
10.11


 


PROMISSORY NOTE


 


	
  $45,000

  	
   

  	
  Dated: December 13, 2005

  
	
   

  	
   

  	
  Santa Monica, California

  



 


HD Partners Acquisition Corporation (the “Maker”) promises to pay to
the order of Steven J. Cox (the “Payee”) the principal sum of Forty Five
Thousand Dollars and No cents ($45,000) in lawful money of the United States of
America, on the terms and conditions described below.


 


1.                                       Principal. The principal balance of this Note shall be
repayable on the earlier of: (i) December 13, 2006, or (ii) the
date on which Maker consummates an initial public offering of its securities.


 


2.                                       Interest. No interest shall accrue on the unpaid
principal balance of this Note.


 


3.                                       Application of Payments. All payments shall be applied first to payment
in full of any costs incurred in the collection of any sum due under this Note,
including (without limitation) reasonable attorney’s fees, then to the payment
in full of any late charges and finally to the reduction of the unpaid
principal balance of this Note.


 


4.                                       Events of Default. The following shall constitute Events of
Default:


 


(a)                        Failure to Make Required Payments. Failure by
Maker to pay the principal of this Note within five (5) business days
following the date when due.


 


(b)                       Voluntary Bankruptcy, Etc. The commencement by
Maker of a voluntary case under the Federal Bankruptcy Code, as now constituted
or hereafter amended, or any other applicable federal or state bankruptcy,
insolvency, reorganization, rehabilitation or other similar law, or the consent
by it to the appointment of or taking possession by a receiver, liquidator,
assignee, trustee, custodian, sequestrator (or other similar official) of Maker
or for any substantial part of its property, or the making by it of any
assignment for the benefit of creditors, or the failure of Maker generally to
pay its debts as such debts become
due, or the taking of corporate action by Maker in furtherance of any of the
foregoing.


 


(c)                        Involuntary Bankruptcy, Etc. The entry of a
decree or order for relief by a court having jurisdiction in the premises in
respect of Maker in an involuntary case under the Federal Bankruptcy Code, as
now or hereafter constituted, or any other applicable federal or state
bankruptcy, insolvency or other similar law, or appointing a receiver,
liquidator, assignee, custodian, trustee, sequestrator (or similar official) of
Maker or for any substantial part of its property, or ordering the winding-up
or liquidation of its affairs, and the continuance of any such decree or order unstayed and in effect for a
period of 60 consecutive days.


 





















 


5.                                       Remedies.


 


(a)                        Upon the occurrence of an Event of Default
specified in Section 4(a), Payee may, by written notice to Maker, declare
this Note to be due and payable, whereupon the principal amount of this Note,
and all other amounts payable thereunder, shall become immediately due and
payable without presentment, demand, protest or other notice of any kind, all
of which are hereby expressly waived, anything contained herein or in the
documents evidencing the same to the contrary notwithstanding.


 


(b)                       Upon the occurrence of an Event of Default
specified in Sections 4(b) and 4(c), the unpaid principal balance of, and
all other sums payable with regard to, this Note shall automatically and
immediately become due and payable, in all cases without any action on the part
of Payee.


 


6.                                       Waivers. Maker and all endorsers and guarantors of, and
sureties for, this Note waive presentment for payment, demand, notice of
dishonor, protest, and notice of protest with regard to the Note, all errors,
defects and imperfections in any proceedings instituted by Payee under the
terms of this Note, and all benefits that might accrue to Maker by virtue of
any present or future laws exempting any property, real or personal, or any
part of the proceeds arising from any sale of any such property, from
attachment, levy or sale under
execution, or providing for any stay of execution, exemption from civil
process, or extension of time for payment; and Maker agrees that any real
estate that may be levied upon pursuant to a judgment obtained by virtue
hereof, on any writ of execution issued hereon, may be sold upon any such writ
in whole or in part in any order desired by Payee.


 


7.                                       Unconditional Liability. Maker hereby waives all notices in connection
with the delivery, acceptance, performance, default, or enforcement of the
payment of this Note, and agrees that its liability shall be unconditional,
without regard to the liability of any other party, and shall not be affected
in any manner by any indulgence, extension of time, renewal, waiver or
modification granted or consented to by Payee, and consents to any and all
extensions of time, renewals, waivers, or modifications that may be granted by
Payee with respect to the payment or other provisions of this Note, and agree
that additional makers, endorsers,
guarantors, or sureties may become parties hereto without notice to them or
affecting their liability hereunder.


 


8.                                       Notices. Any notice called for hereunder shall be
deemed properly given if (i) sent by certified mail, return receipt
requested, (ii) personally delivered, (iii) dispatched by any form of
private or governmental express mail or delivery service providing receipted
delivery or (iv) sent by facsimile or (v) to the following addresses
or to such other address as either party may designate by notice in accordance
with this Section:


 





















 


If to Maker:


 


HD Partners Acquisition Corporation


2601 Ocean Park Boulevard, Suite 320


Santa Monica, CA 90405


Attn.: President


Fax: (310) 399-7303


 


If to Payee:


 


Steven J. Cox


c/o HD Partners Acquisition Corporation


2601 Ocean Park Boulevard, Suite 320


Santa Monica, CA 90405


Fax: (310) 399-7303


 


Notice shall be deemed given on the earlier
of (i) actual receipt by the receiving party, (ii) the date shown on
a facsimile transmission confirmation, (iii) the date reflected on a
signed delivery receipt, or (iv) two (2) Business Days following
tender of delivery or dispatch by express mail or delivery service.


 


9.                                       Construction. THIS NOTE SHALL BE CONSTRUED AND ENFORCED IN
ACCORDANCE WITH THE DOMESTIC, INTERNAL LAW, BUT NOT THE LAW OF CONFLICT OF
LAWS, OF THE STATE OF CALIFORNIA.


 


10.                                 Severability. Any provision contained in this Note which is
prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction,
be ineffective to the extent of such prohibition or unenforceability without
invalidating the remaining provisions hereof, and any such prohibition or
unenforceability in any jurisdiction shall not invalidate or render
unenforceable such provision in any other jurisdiction.


 


IN WITNESS WHEREOF, Maker, intending to be
legally bound hereby, has caused this Note to be duly executed by its President
the day and year first above written.


 


 


	
   

  	
  HD PARTNERS ACQUISITION

  CORPORATION

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
    /s/ Eddy Hartenstein

  	
   

  
	
   

  	
  Name: Eddy Hartenstein

  
	
   

  	
  Title: Chief Executive Officer and President