Exhibit
4.1


 


	
  NUMBER

  	
   

  	
  UNITS                               

  
	
   

  	
   

  	
   

  
	
  U-                  

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  SEE
  REVERSE FOR

  CERTAIN DEFINITIONS

  	
  HD PARTNERS ACQUISITION
  CORPORATION

  	
   

  



 


CUSIP


 


UNITS CONSISTING
OF ONE SHARE OF COMMON STOCK AND TWO WARRANTS EACH TO PURCHASE ONE SHARE OF
COMMON STOCK


 


THIS CERTIFIES THAT


is the owner
of                                                                                                                                                                                      Units.


 


Each Unit (“Unit”) consists of
one (1) share of common stock, par value $.001 per share (“Common Stock”),
of HD Partners Acquisition Corporation, a Delaware corporation (the “Company”),
and two warrants (the “Warrants”).  Each
Warrant entitles the holder to purchase one (1) share of Common Stock for
$5.00 per share (subject to adjustment). 
Each Warrant will become exercisable on the later of (i) the
Company’s completion of a merger, capital stock exchange, asset acquisition or
other similar business combination and (ii)                       ,
2007, and will expire unless exercised before 5:00 p.m., New York City
Time, on                         ,
2010, or earlier upon redemption (the “Expiration Date”).  The Common Stock and Warrants comprising the
Units represented by this certificate are not transferable separately prior to                     ,
2006, subject to earlier separation in the discretion of Morgan Joseph &
Co. Inc.  The terms of the Warrants are
governed by a Warrant Agreement, dated as of               ,
2006, between the Company and American Stock Transfer & Trust Company,
as Warrant Agent, and are subject to the terms and provisions contained
therein, all of which terms and provisions the holder of this certificate
consents to by acceptance hereof.  Copies
of the Warrant Agreement are on file at the office of the Warrant Agent at 59
Maiden Lane, Plaza Level, New York, New York 10038, and are available to any
Warrant holder on written request and without cost.


 


This
certificate is not valid unless countersigned by the Transfer Agent and
Registrar of the Company.


 


Witness the facsimile seal of
the Company and the facsimile signatures of its duly authorized officers.


 


 


	
  By

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Chairman
  of the Board

  	
  

  	
  Secretary

  
	
   

  	
   

  
					



 





















 


HD Partners Acquisition Corporation


 


The Company
will furnish without charge to each stockholder who so requests, a statement of
the powers, designations, preferences and relative, participating, optional or
other special rights of each class of stock or series thereof of the Company
and the qualifications, limitations, or restrictions of such preferences and/or
rights.


 


The following
abbreviations, when used in the inscription on the face of this certificate,
shall be construed as though they were written out in full according to applicable
laws or regulations:


 


	
  TEN COM –

  	
  as tenants in common

  	
  UNIF GIFT MIN ACT -

  	
   

  	
  Custodian

  	
   

  
	
  TEN ENT –

  	
  as tenants by the entireties

  	
   

  	
      (Cust)

  	
  (Minor)

  
	
  JT TEN –

  	
  as joint tenants with right of survivorship

  	
  under Uniform Gifts to Minors

  	
   

  
	
   

  	
  and not as tenants in common

  	
  Act

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  (State)

  	
   

  
								



 


Additional
Abbreviations may also be used though not in the above list.


 


 


For value received,                                                       
hereby sell, assign and transfer unto


 


PLEASE INSERT SOCIAL SECURITY OR OTHER


       IDENTIFYING NUMBER OF
ASSIGNEE


 


	
   

  
	
  (PLEASE
  PRINT OR TYPEWRITE NAME AND ADDRESS, INCLUDING ZIP CODE, OF ASSIGNEE)

  
	
   

  
	
   

  
	
   

  
	
   

  
	
   

  	
  Units

  
	
  represented by the within Certificate, and
  do hereby irrevocably constitute and appoint

  
	
   

  
	
   

  	
  Attorney

  
	
  to transfer the said Units on the books of
  the within named Company will full power of substitution in the premises.

  
			



 


	
  Dated

  	
   

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Notice:

  	
  The signature to this assignment must
  correspond with the name as written upon the face of the certificate in every
  particular, without alteration or enlargement or any change whatever.

  



 


Signature(s)
Guaranteed:


 


	
   

  	
   

  
	
  THE SIGNATURE(S) SHOULD BE GUARANTEED BY AN
  ELIGIBLE GUARANTOR INSTITUTION (BANKS, STOCKBROKERS, SAVINGS AND LOAN
  ASSOCIATIONS AND CREDIT UNIONS WITH MEMBERSHIP IN AN APPROVED SIGNATURE
  GUARANTEE MEDALLION PROGRAM, PURSUANT TO S.E.C. RULE 17Ad-15).