Investment Management Trust Agreement

Exhibit 10.1



INVESTMENT MANAGEMENT TRUST AGREEMENT



This Agreement is made as of May , 2006 by and between HD Partners Acquisition Corporation (the "Company") and American Stock Transfer & Trust Company ("Trustee").



WHEREAS, the Company92s Registration Statement on Form S-1, No. 333- 130531 (" Registration Statement"), for its initial public offering of securities ("IPO") has been declared effective as of the date hereof by the Securities and Exchange Commission ("Effective Date"); and



WHEREAS, Morgan Joseph & Co. Inc. ("Morgan Joseph") is acting as the representative of the underwriters in the IPO; and



WHEREAS, as described in the Company92s Registration Statement, and in accordance with the Company92s Amended and Restated Certificate of Incorporation, $139,575,000 of the net proceeds of the IPO and sale of founding director warrants ($160,500,000 if the underwriters92 over-allotment option is exercised in full) will be delivered to the Trustee to be deposited and held in a trust account for the benefit of the Company and the holders of the Company92s Common Stock issued in the IPO. The amount to be delivered to the Trustee will be referred to herein as the "Property," the stockholders for whose benefit the Trustee shall hold the Property will be referred to as the "Public Stockholders," and the Public Stockholders and the Company will be referred to together as the "Beneficiaries"); and



WHEREAS, the Company and the Trustee desire to enter into this Agreement to set forth the terms and conditions pursuant to which the Trustee shall hold the Property.



IT IS AGREED:



1. Agreements and Covenants of Trustee . The Trustee hereby agrees and covenants to:



(a) Hold the Property in trust for the Beneficiaries in accordance with the terms of this Agreement, in a segregated trust account ("Trust Account") established by the Trustee at a branch of JPMorgan Chase NY Bank selected by the Trustee;



(b) Manage, supervise and administer the Trust Account subject to the terms and conditions set forth herein;



(c) In a timely manner, upon the instruction of the Company, to invest and reinvest the Property in any "Government Security" within the meaning of Section 2(a)(16) of the Investment Company Act of 1940 with a maturity of 180 days or less, or in money market funds meeting certain conditions under Rule 2a-7 promulgated under the Investment Company Act of 1940, as amended;



(d) Collect and receive, when due, all principal and income arising from the Property, which shall become part of the "Property," as such term is used herein;



(e) Notify the Company and Morgan Joseph of all communications received by it with respect to any Property requiring action by the Company;



(f) Supply any necessary information or documents as may be requested by the Company in connection with the Company92s preparation of the tax returns for the Company and Trust Account;



(g) Participate in any plan or proceeding for protecting or enforcing any right or interest arising from the Property if, as and when instructed by the Company and/or Morgan Joseph to do so;



(h) Render to the Company and to Morgan Joseph, and to such other person as the Company may instruct, monthly written statements of the activities of and amounts in the Trust Account reflecting all receipts and disbursements of the Trust Account;








(i) Upon written instructions from the Company, deliver to the Company, on a quarterly basis, from the Property in the Trust Account, an amount equal to the taxes payable by the Company, if any, relating to interest earned on the Property; and



(j) Commence liquidation of the Trust Account promptly after receipt of and only in accordance with the terms of a letter ("Termination Letter"), in a form substantially similar to that attached hereto as either Exhibit A or Exhibit B (subject in the case of Exhibit B, to the provisions below), signed on behalf of the Company by its Chief Executive Officer or Chairman of the Board and Secretary and affirmed by its entire Board of Directors, and complete the liquidation of the Trust Account and distribute the Property in the Trust Account only as directed in the Termination Letter and the other documents referred to therein; provided , however , that in the event that a Termination Letter has not been received by [DATE/18 MONTHS] (or the date that is the six month anniversary of such date, in the event that a letter of intent, agreement in principle or definitive agreement has been executed prior to such date in connection with a Business Combination (as defined in the Termination Letter attached hereto as Exhibit A) that has not been consummated by [DATE/24 MONTHS] ), the Trust Account shall be liquidated as part of the Company92s plan of dissolution and distribution approved by the Company92s stockholders in accordance with the procedures set forth in the Termination Letter attached as Exhibit B to the stockholders of record on the record date; provided , further , that the record date shall be within ten (10) days of [DATE/18 MONTHS] (or the date that is the six month anniversary of such date, in the event that a letter of intent, agreement in principle or definitive agreement has been executed prior to such date in connection with a Business Combination that has not been consummated by [DATE/24 MONTHS] ), or as soon thereafter as is practicable.



2. Agreements and Covenants of the Company . The Company hereby agrees and covenants to:



(a) Give all instructions to the Trustee hereunder in writing, signed by the Company92s Chief Executive Officer or Chairman of the Board. In addition, except with respect to its duties under paragraph 1(j) above, the Trustee shall be entitled to rely on, and shall be protected in relying on, any verbal or telephonic advice or instruction which it in good faith believes to be given by any one of the persons authorized above to give written instructions, provided that the Company shall promptly confirm such instructions in writing;



(b) Hold the Trustee harmless and indemnify the Trustee from and against any and all expenses, including reasonable counsel fees and disbursements, or loss suffered by the Trustee in connection with any action, suit or other proceeding brought against the Trustee involving any claim, or in connection with any claim or demand which in any way arises out of or relates to this Agreement, the services of the Trustee hereunder, or the Property or any income earned from investment of the Property, except for expenses and losses resulting from the Trustee92s gross negligence or willful misconduct. Promptly after the receipt by the Trustee of notice of demand or claim or the commencement of any action, suit or proceeding, pursuant to which the Trustee intends to seek indemnification under this paragraph, it shall notify the Company in writing of such claim (hereinafter referred to as the "Indemnified Claim"). The Company shall have the right to conduct and manage the defense against such Indemnified Claim, provided, that the Company shall obtain the consent of the Trustee with respect to the selection of counsel, which consent shall not be unreasonably withheld. The Company may not agree to settle any Indemnified Claim without the prior written consent of the Trustee. The Trustee may participate in such action with its own counsel at its own expense;



(c) Pay the Trustee an initial acceptance fee of $1,000 and an annual fee of $3,000 (it being expressly understood that the Property shall not be used to pay such fee). The Company shall pay the Trustee the initial acceptance fee and first year92s fee at the consummation of the IPO and thereafter on the anniversary of the Effective Date. The Trustee shall refund to the Company the fee (on a pro rata basis) with respect to any period after the liquidation of the Trust Fund. The Company shall not be responsible for any other fees or charges of the Trustee except as may be provided in paragraph 2(b) hereof (it being expressly understood that the Property shall not be used to make any payments to the Trustee under such paragraph);








(d) Provide to the Trustee any letter of intent, agreement in principle or definitive agreement that is executed prior to [DATE/18 MONTHS] in connection with a Business Combination; and



(e) In connection with any vote of the Company92s stockholders regarding a Business Combination, provide to the Trustee an affidavit or certificate of a firm regularly engaged in the business of soliciting proxies and tabulating stockholder votes (which firm may be the Trustee) verifying the vote of the Company9 ...