Exhibit 10.8


 


December 19, 2005


 


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), the undersigned will (i) cause the Trust Fund (as
defined in the Letter of Intent) to be liquidated and distributed to the
holders of IPO Shares and (ii) take all reasonable actions within his
power to cause the Company to liquidate as soon as reasonably practicable.  The undersigned hereby
waives any and all right, title, interest or claim of any kind (“Claim”) in or
to any distribution of the Trust Fund, except with respect to any of the IPO
Shares, as defined herein, acquired by the undersigned in connection with or
following the IPO, and any remaining net assets of the Company as a result of
such liquidation 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 that is owed money by
the Company for services rendered or products sold but 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 liquidation 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 Chief Financial Officer and Treasurer of the Company until the
earlier of the consummation by the Company of a Business Combination or the
liquidation 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 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
and Treasurer 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 liquidation 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; (iii) “Insider Shares” shall mean all of the shares of
Common Stock of the Company owned by an Insider prior to the IPO; and (iv) “IPO
Shares” shall mean the shares of Common Stock issued in the Company’s IPO.


 


 


	
   

  	
  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.