Exhibit
10.10


 


PROMISSORY NOTE


 


	
  $45,000

  	
   

  	
  Dated: December 13, 2005

  
	
   

  	
   

  	
  Santa Monica, California

  



 


HD Partners Acquisition Corporation (the “Maker”)
promises to pay to the order of Lawrence N. Chapman (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:


 


Lawrence N. Chapman


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