Exhibit 10.5


 


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 an Executive Vice President 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 an Executive Vice President
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.


 


 


	
   

  	
  Steven
  J. Cox

  	
   

  
	
   

  	
  Print
  Name of Insider

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  /s/
  Steven J. Cox

  	
   

  
	
   

  	
  Signature

  
				



 





















 


EXHIBIT A


 


Steven
J. Cox has been our
Executive Vice President and a director since December 2005.  From September 2001 to March 2005,
he served as executive vice president of DIRECTV, Inc., a business unit of
Hughes Electronics Corporation (which changed its name to The DIRECTV Group, Inc.
in 2004).  In
this position, Mr. Cox was  responsible for overseeing all aspects of the
company’s sales and distribution strategy, including national sales accounts,
distributor and buying groups, new sales programs, direct sales, commercial
sales and  programs for multiple dwelling
units, as well as the sales operations function supporting these
activities.  Prior to overseeing sales
and distribution, Mr. Cox served as executive vice president of DIRECTV
Global Digital Media from April 2000 to September 2001 and as senior
vice president of New Ventures from March 1997 to April 2000, where
he was responsible for structuring and negotiating DIRECTV’s strategic
partnerships, acquisitions and investments, as well as developing new business
opportunities.  As senior vice president
of New Ventures, Mr. Cox also oversaw DIRECTV’s regulatory and legislative
affairs and DIRECTV’s Signal Integrity unit. 
Mr. Cox joined DIRECTV in 1995 as Vice President, Business Affairs
and General Counsel.   Prior to his
involvement with DIRECTV, he was corporate counsel for Science Applications
International Corporation (SAIC) from July 1992 to January 1995.  Mr. Cox primary responsibilities at SAIC
included acquisitions and divestitures, strategic alliances and joint ventures.  Before joining SAIC,
Mr. Cox was an associate with the law firm of Gray, Cary, Ames and Frye
from 1990 to 1992 and Latham & Watkins LLP from 1988 to 1990. Since July 2005,
Mr. Cox has been a director of MDU Communications, Inc.  Mr. Cox received a Bachelor of Science
degree in business administration in May 1983 from the University of
Illinois at Urbana-Champaign.  He also
received his J.D. at Stanford Law School in June 1987.