exv10w36





Exhibit 10.36



SIRIUS XM

RADIO INC.




1221 Avenue of the Americas

New York, NY 10020

Tel: 212-584-5100

Fax: 212-584-5200

www.sirius.com




October 15, 2008




Directed Electronics Inc.

1 Viper Way

Vista, CA 92081

Facsimile No. (760) 599-1389

Attention: Jim Minarik, President and CEO




Letter Agreement re: End of Agreement Matters




Dear Jim:



     Reference is made to the Manufacturing and Distribution Agreement, dated April 7, 2005 (as
amended on July 17, 2007, November 8, 2007, and April 23, 2008, the “Agreement”), between Sirius XM
Radio Inc. (“Sirius,” successor to Sirius Satellite Radio Inc.) and DEI Holdings, Inc., f.k.a.
Directed Electronics. Inc. (“Directed”). Capitalized terms used but not defined herein shall have
the meanings set forth in the Agreement.


     Directed and Sirius have decided to allow the Agreement to terminate on its own terms
effective January 31, 2009. To facilitate the efficient transition and termination of the
Agreement the parties hereby agree to the following processes relating to the wind-down of their
relationship at the expiration of the Agreement:



     1. 2008 Year-End Inventory Report. Following the close of business on December 31,
2008, Directed shall use best efforts to complete, by January 4, 2009, a physical inventory of all
Core Product in Directed’s warehouses. Such inventory will be conducted in accordance with Sirius’
Physical Inventory Instructions attached hereto as Exhibit A, or as modified with Sirius’ consent
which will not be unreasonably withheld. Within two Business Days following the completion of the
physical inventory, Directed will provide to Sirius a report (the “Year-End Inventory Report”)
specifying, (i) the quantity (net of Backstop Inventory) and the actual Landed Cost for each item
of Core Product held by Directed at each of its warehouse locations as of the close of business on
December 31, 2008 (“Year-End Non-Backstop Inventory”), (ii) the quantity of Sirius Backstop
Inventory held by Directed at each of its locations as of the close of business on December 31,
2008 (“Year-End Backstop Inventory”), and (iii) the quantity of eligible



 









 







Core Product returned by
Approved Dealers and processed by Directed as of December 31, 2008 in accordance with the Agreement
and April 23, 2008 Letter Agreement (“Year-End Returns”). The Year-End Inventory Report shall be
based on Directed’s year-end inventory count, during which Sirius shall be allowed to be present to
inspect and certify the quantity of Core Products held by Directed at each of its warehouse
locations and to reconcile such inventory quantity balances with Directed’s perpetual inventory
balances. For purposes of this Letter Agreement, the term Core Products shall have the meaning set
forth in the Agreement and shall include those items set forth in Schedule 1 attached to this
Letter Agreement



     2. 2008 Year-End Purchases. Notwithstanding anything to the contrary in the
Agreement or our April 23, 2008 Letter Agreement, not later than two business days following
delivery to Sirius by Directed of the Year-End Inventory Report, Sirius agrees to purchase all (i)
Year-End Non-Backstop Inventory, and (ii) Year-End Returns, as reflected in the Year-End Inventory
Report, by issuance of a purchase order (the “Year-End Inventory PO”). Sirius shall purchase such
Year-End Non-Backstop Inventory from Directed at the actual Landed Cost paid or payable by
Directed, and it shall purchase the Year-End Returns at the cost set forth in Section 3.09(e) of
the Agreement, less any missing Material Part credits as set forth in Section 3.09(d) of the
Agreement. Upon receipt of the Year-End Inventory PO from Sirius, Directed shall issue to Sirius a
corresponding invoice and shall, subject to the possible retention of “January Non-Backstop
Inventory” pursuant to Section 3(c) hereof, prepare the Year-End Non-Backstop Inventory and
Year-End Returns to be loaded for shipment not later than five business days from Directed’s
receipt of the Year-End Inventory PO.



     3. Sirius Backstop Inventory. (a) Notwithstanding anything to the contrary in
Section 3.07 of the Agreement, on the date the Year-End Non-Backstop Inventory and Year-End Returns
are shipped pursuant to Section 6, Sirius shall remit to Directed payment in full for all Year-End
Backstop Inventory (not previously paid for) via electronic funds transfer (“EFT”). In conjunction
with the placement of the Year-End Inventory PO, Sirius shall place a shipping order for shipment,
along with the Year-End Non-Backstop Inventory and Year-End Returns, of all Year-End Backstop
Inventory then
in Directed’s possession, subject to the possible retention of “January Non-Backstop
Inventory” pursuant to Section 3(c) hereof.



     (b) With respect to Sirius Backstop Inventory held by Directed and sold, pursuant to Section
3.07(b) of the Agreement, prior to January 1, 2009 (“2008 Consignment Inventory”), all payments
owed Sirius by Directed for such 2008 Consignment Inventory shall be due and payable in full by EFT
on the date the Year-End Non-Backstop Inventory and Year-End Returns are shipped pursuant to
Section 6.



     (c) Sirius and Directed shall mutually determine a quantity of Core Product up to a maximum
aggregate amount of two million dollars at dealer cost that may be required for shipment to
Approved Dealers between January 1, 2009 and January 31, 2009 (“January Non-Backstop Inventory”)
based on Approved Dealer forecasts for January 2009. During January 2009, Directed will continue to
fulfill orders from Approved



 









 







Dealers from the January Non-Backstop Inventory in accordance with
Section 3.07(b) of the Agreement.



     4. February Purchases. (a) On February 2, 2009, Directed will provide to Sirius a
report (the “February Report”) specifying (i) as of the close of business January 31, 2009, the
quantity and the actual Landed Cost paid by Directed for each item of Core Product that is: (1)
held by Directed at each of its warehouse locations (which shall include any remaining January
Non-Backstop Inventory), (2) in transit to Directed from an Authorized Manufacturer, and (3) on
open purchase order issued by Directed to each Authorized Manufacturer (collectively (1), (2) and
(3), the “Final Non-Backstop Inventory”), and (ii) the quantity of Core Product returned by
Approved Dealers and processed by Directed as of January 31, 2009, but in no event duplicative of
Year-End Returns (“January Returns”). On January 31, 2009, Sirius shall have the right to be
present to inspect and certify the quantity of Core Products held by Directed at each of its
warehouse locations and reconcile such inventory quantity balances with Directed’s perpetual
inventory balances.



     (b) Not later than February 6, 2009, Sirius agrees to purchase all (i) Final Non-Backstop
Inventory, and (ii) January Returns, as reflected in the February Report, by issuance of a purchase
order (the “February Inventory PO”). Sirius shall purchase such Final Non-Backstop Inventory from
Directed at the actual Landed Cost paid or payable by Directed, and Sirius shall purchase the
January Returns at the cost set forth in Section 3.09(e) of the Agreement, less any missing
Material Part credits as set forth in Section 3.09(d) of the Agreement. Upon receipt of the
February Inventory PO from Sirius, Directed shall issue to Sirius a corresponding invoice and shall
prepare the Final Non-Backstop Inventory, and January Returns to be loaded for shipment no later
than February 13, 2009.



     5. Final Returns Purchases. (a) On March 6, 2009, Directed will provide to Sirius a
report (the “March Report”) specifying the quantity of Core Product returned by Approved Dealers by
February 28, 2009 and processed and credited by Directed to the
Approved Dealers as of the close of business on March 5, 2009, but in no event duplicative of
Year-End Returns or January Returns (“Final Returns”).



     (b) Not later than March 10, 2009, Sirius agrees to purchase all Final Returns, as reflected
in the March Report, by issuance of a purchase order (such purchase order, the “Final Returns PO”).
Sirius shall purchase the Final Returns at the cost set forth in Section 3.09(e) of the Agreement,
less any missing Material Part credits as set forth in Section 3.09(d) of the Agreement. Upon
receipt of the Final Returns PO from Sirius, Directed shall issue to Sirius a corresponding invoice
and shall prepare the Final Returns to be loaded for shipment not later than March 16, 2009.



     6. Shipping. Prior to the loading of any shipments from Directed, Sirius shall have
the right to inspect each shipment and shall be allowed to be present during the loading of each
such shipment. Upon the completion of loading of shipments by Directed, Sirius personnel shall
seal the trucks and Sirius shall remit to Directed payment



 









 







in full for the corresponding invoice
via EFT. Upon receipt in full of payment from Sirius for the Year-End Backstop Inventory and
Year-End Inventory PO (“January Shipment”), February Inventory PO (“February Shipment”), and Final
Returns PO (“March Shipment”) respectively, Directed shall ship the corresponding shipment to a
location designated by Sirius, provided that Directed will re-direct to a location
designated by Sirius all Final Non-Backstop Inventory that is in-transit or on open purchase order.
The Sirius payment for the February Inventory PO shall, as indicated above, include payment for
any remaining January Non-Backstop Inventory held by Directed as of the close of business on
January 31, 2009. All shipping costs in connection with this Agreement shall be freight collect at
Sirius’ expense.



     7. Non-Core Products. On January 31, 2009, subject to availability and Directed’s
standard terms of purchase Sirius may, at its option, purchase non-Core Products in Directed’s
inventory of satellite radio related products. Sirius may purchase any such non-Core Products from
Directed at Directed’s then current price sheet or as otherwise mutually agreed.



     8. Approved Dealer Account Transition. Sirius and Directed will cooperate in good
faith to, by October 25, 2008, develop and execute a mutually agreeable communication plan for
internal and external use (the “Communication Plan”). As part of the Communication Plan, by no
later than November 1, 2008, Sirius and Directed will communicate to all Approved Dealers that: (1)
effective February 1, 2009 a new Sirius distribution partner (the “New Distributor”) will be taking
over the distribution of Sirius Core Products, (2) each Approved Dealer should place its purchase
orders, for shipments of Core Product after January 31, 2009, with the New Distributor, (3) all
returns of Core Products shipped after January 31, 2009 by Approved Dealers should be sent to the
New Distributor, (4) all deductions for the return of Core Products shipped by Approved Dealers to
the New Distributor after January 31, 2009 should be applied against its account with the New
Distributor, (5) all inquiries, reconciliations and obligations related to the return of any Core
Product or resulting credits or deductions for all Core Products after January 31, 2009, regardless
of when the Approved Dealer purchased such Core
Products, are the responsibility of Sirius or the New Distributor, (6) all Dealer Payment
commissions accruing after December 31, 2008 to each Approved Dealer will be remitted by Sirius or
the New Distributor, (7) all market development funds and other allowance offered by Directed and
related to the sales of Core Product occurring after January 31, 2009 will no longer be in effect,
and (8) all payments, inquiries, and reconciliations for the purchase of Core Products from
Directed prior to February 1, 2009, excluding returns after January 31, 2009, should be routed to
Directed in the ordinary course. Sirius and Directed reserve the right to independently
communicate with any Approved Dealer regarding the subject matter of this Letter Agreement or
otherwise, provided that such communications are consistent with the terms of this Letter
Agreement.



     9. Dealer Returns. Effective February 1, 2009, Sirius will assume or cause the New
Distributor to assume all cost and responsibility whatsoever related to all Core Product returned
by an Approved Dealer, regardless of the date of sale, including but not limited to, consumer
warranty, returns processing, and any associated costs, such as



 









 







issuing credits to Approved
Dealers. Directed will have no further obligation with respect to such Approved Dealers’ returned
Core Product. Effective February 1, 2009, all credits and deductions for the return of Core
Product occurring on or after February 1, 2009 by Approved Dealers shall be applied to the Approved
Dealers account with Sirius or the New Distributor.



     10. Directed Activation Payments. (a) Notwithstanding anything to the contrary in
Section 4.02 of the Agreement, for activations of Core Products occurring on January 1, 2009 or
later, Directed shall have no responsibility to pay any Dealer Payment commissions and Sirius will
not charge back to Directed any Activation Fee or Dealer Payment. All Activation Fees and Dealer
Payments accrued as of December 31, 2008 to Directed shall become due and payable by Sirius by EFT
no later than February 13, 2009. Directed will notify all Approved Dealers that normally are
entitled to receive Dealer Payment commissions from Directed of the termination of Dealer Payment
commissions from Directed for activations made after December 31, 2008.



     (b) Effective within 30 days of the execution of the Communication Plan, Directed further
agrees to cooperate with Sirius and the New Distributor (or other designated third-party) to
smoothly transition the transfer to the New Distributor (or other designated third-party) of Dealer
Payment commission obligations to accounts formerly paid by Directed. Such cooperation shall
include Directed providing Sirius, New Distributor or other designated third-party with (i) the
name and contact information of all such accounts along with the ESN information for all Core
Receivers shipped to each such account which have yet to be activated, and (ii) the name and
contact information of all other such accounts that have received Dealer Payment commissions from
Directed in the 12 months preceding the execution date of the Communication Plan.



     11. Accruals and Offsets. Notwithstanding anything to the contrary in the Agreement
or this Letter Agreement, all amounts payable by Sirius (or Directed, if applicable) to Directed
(or Sirius, if applicable) that have been accrued through December 31, 2008 and not previously
remitted shall become due on the date the Year-
End Non-Backstop Inventory and Year-End Returns are shipped pursuant to Section 6,
provided, however, that subject to prior acknowledgment and approval from Directed
(or Sirius, if applicable), which acknowledgment and approval shall not be unreasonably withheld or
delayed, Sirius (or Directed, if applicable) may reduce its payable obligation through an offset of
amounts otherwise then owed to Sirius (or Directed, if applicable) under this Letter Agreement. All
payments, either to Directed from Sirius or to Sirius from Directed shall be executed via EFT.



     12. Post Transition Cooperation. (a) In the event that any returns of Core Product
by an Approved Dealer are sent to Directed in error after January 31, 2009, Directed shall refuse
delivery of such Core Products.



     (b) In the event that any payments or deductions by an Approved Dealer related to the sale or
return of Core Product are misrouted or misapplied to Directed or the New



 









 







Distributor, Directed
shall, and Sirius will cause the New Distributor to, immediately reconcile and remediate such
errors upon discovery.



     13. Order Placement. (a) Directed shall continue to place Backstop Purchase Orders
with Authorized Manufacturers for all quantities of Core Product as Sirius determines appropriate
up to a maximum aggregate amount of six million dollars (from the date hereof) and for receipt at
Directed’s warehouses prior to December 31, 2008. Directed will receive such Core Product and work
in good faith with Sirius based on historical practices to process transactions with Approved
Dealers.



     (b) Directed will make payments in the ordinary course for purchase of Core Product by
Directed from Authorized Manufacturers.



     14. American Home Recording Act. With respect to any Sirius “digital audio recording
device” as that term is defined in the American Home Recording Act of 1992, U.S.C. § 1001 (the
“AHRA”), and including but not limited to the S50TK1, SL100TK1, SL10TK1, and SL2TK1,
notwithstanding any previous letter agreement between Directed and Sirius regarding such subject
matter, Directed shall prepare the 2008 annual AHRA royalty report by January 31, 2009 and submit
the same to Sirius for review. No later than February 13, 2009, Sirius shall remit to Directed all
unpaid royalty amounts as set forth in the 2008 AHRA royalty report and Directed shall remit any
such unpaid royalties to the United States Copyright Office as required under the AHRA. Sirius and
Directed shall work together to avoid further imports of any AHRA covered device by Directed
following December 31, 2008. In the event that such import is necessary to conduct the normal
course of business for sales to Approved Dealers between January 1, 2009 and January 31, 2009,
Directed shall prepare the 2009 annual AHRA royalty report and submit the same to Sirius for
review. Sirius shall remit to Directed all royalty amounts as set forth in the 2009 AHRA royalty
report and Directed shall remit such royalties to the United States Copyright Office as required
under the AHRA. Sirius will also reimburse Directed for the expense related to the audit required
under the AHRA



     15. Exclusivity. Effective with the execution of this Letter Agreement, Sirius Core
Products produced shall no longer be required to include the “Distributed by Directed” logos. Upon
receipt in full of payment from Sirius for the Year-End Inventory PO (including payment for 50% of
the January Non-Backstop Inventory) Directed shall no longer be the exclusive retail distributor
for Sirius Core Products.



     16. Counterparts. This letter agreement may be executed by the parties hereto on any
number of separate counterparts, and all of said counterparts taken together shall be deemed to
constitute one and the same instrument. This letter agreement may be delivered by facsimile
transmission and shall be effective upon receipt of such facsimile by the other party.



     17. Integration. This letter agreement, along with the Agreement and the April 23
Letter Agreement, represents the entire agreement of Sirius and Directed with respect to the
subject matter hereof and supersedes all previous agreements, and there are no



 









 







promises, undertakings, representations or warranties by the parties hereto relative to the subject matter
hereof that are not expressly set forth or referred to herein.



 









 





     Please indicate your acceptance with the terms of this letter agreement by signing in the
space below.



	 	 	 	 	 	 	 
	 	 	Sincerely,	 	 
	 
	 	 	 	 	 	 
	 	 	SIRIUS XM RADIO INC.	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Robert F. Law
 

	 	 
	 	 	 	 	Robert F. Law	 	 
	 	 	 	 	Group Vice President and General Manager,	 	 
	 	 	 	 	After Market Division	 	 






Accepted and Agreed:




DEI HOLDINGS INC.




	 	 	 	 	 
	By:

	 	/s/ Jim Minarik
 

Jim Minarik
	 	 
	 

	 	President and CEO