0001104659-06-037946 Sample Contracts

AMENDED AND RESTATED SUBORDINATED REVOLVING LINE OF CREDIT AGREEMENT
Line of Credit Agreement • May 30th, 2006 • HD Partners Acquisition CORP • Blank checks • Delaware

This Amended and Restated Subordinated Revolving Line of Credit Agreement dated as of May 26, 2006 (this “Agreement”) amends and restates in its entirety the Subordinated Revolving Line of Credit Agreement entered into as of May 2, 2006 and amended and restated as of May 10, 2006 by and between HD Partners Acquisition Corporation, a Delaware corporation (“Borrower”), and the individuals and entities set forth on Schedule A (“Lenders”), with reference to the following facts.

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INVESTMENT MANAGEMENT TRUST AGREEMENT
Investment Management Trust Agreement • May 30th, 2006 • HD Partners Acquisition CORP • Blank checks • Delaware

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

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