WITNESSETHCredit Agreement • August 24th, 2005 • Directed Electronics, Inc. • New York
WITNESSETHNote Purchase Agreement • August 24th, 2005 • Directed Electronics, Inc. • New York
EXHIBIT 1 DIRECTED ELECTRONICS, INC. COMMON STOCK, PAR VALUE $0.01 UNDERWRITING AGREEMENTUnderwriting Agreement • December 12th, 2005 • Directed Electronics, Inc. • Household audio & video equipment • New York
RECITALSEmployment Agreement • August 24th, 2005 • Directed Electronics, Inc. • California
WAIVER AND CONSENTCredit Agreement • October 17th, 2005 • Directed Electronics, Inc. • Household audio & video equipment • New York
EXHIBIT 10.2 CHANGE IN CONTROL SEVERANCE AGREEMENT THIS CHANGE IN CONTROL SEVERANCE AGREEMENT ("Agreement") is made and entered into as of the ___ day of ___________ by and between Directed Electronics, Inc., a California corporation (the "Company"),...Change in Control Severance Agreement • November 16th, 2005 • Directed Electronics, Inc. • Household audio & video equipment • California
Exhibit 10.26 AMENDED AND RESTATED CREDIT AGREEMENTCredit Agreement • September 26th, 2006 • Directed Electronics, Inc. • Household audio & video equipment • New York
EXHIBIT 10.10 NOTE PURCHASE AGREEMENTNote Purchase Agreement • August 24th, 2005 • Directed Electronics, Inc. • New York
EXHIBIT 10.9 SECOND AMENDMENT TO CREDIT AGREEMENT THIS SECOND AMENDMENT TO CREDIT AGREEMENT, dated as of February 4, 2005 (this "Second Amendment"), is by and among DIRECTED ELECTRONICS, INC., a Florida corporation (the "Borrower"), DEI HOLDINGS,...Credit Agreement • August 24th, 2005 • Directed Electronics, Inc. • New York
EXHIBIT 10.14 NOTE: PORTIONS OF THIS EXHIBIT INDICATED BY "[***]" ARE SUBJECT TO A CONFIDENTIAL TREATMENT REQUEST, AND HAVE BEEN OMITTED FROM THIS EXHIBIT. COMPLETE, UNREDACTED COPIES OF THIS EXHIBIT HAVE BEEN FILED WITH THE SECURITIES AND EXCHANGE...Purchase Agreement • December 12th, 2005 • Directed Electronics, Inc. • Household audio & video equipment • California
EXHIBIT 10.15 NOTE: PORTIONS OF THIS EXHIBIT INDICATED BY "[***]" ARE SUBJECT TO A CONFIDENTIAL TREATMENT REQUEST, AND HAVE BEEN OMITTED FROM THIS EXHIBIT. COMPLETE, UNREDACTED COPIES OF THIS EXHIBIT HAVE BEEN FILED WITH THE SECURITIES AND EXCHANGE...Manufacturing and Distribution Agreement • December 12th, 2005 • Directed Electronics, Inc. • Household audio & video equipment • New York
EXHIBIT 10.23 ADVISORY AGREEMENT This Advisory Agreement (this "Agreement") is made and entered into as of December 1, 2005, by and between Directed Electronics, Inc., a Florida corporation (the "Company") and Trivest Partners, L.P., a Florida limited...Advisory Agreement • December 1st, 2005 • Directed Electronics, Inc. • Household audio & video equipment • Florida
KEY EMPLOYEE SALE BONUS AGREEMENTSale Bonus Agreement • December 1st, 2005 • Directed Electronics, Inc. • Household audio & video equipment • California
EXHIBIT 10.15 NOTE: PORTIONS OF THIS EXHIBIT INDICATED BY "[***]" ARE SUBJECT TO A CONFIDENTIAL TREATMENT REQUEST, AND HAVE BEEN OMITTED FROM THIS EXHIBIT. COMPLETE, UNREDACTED COPIES OF THIS EXHIBIT HAVE BEEN FILED WITH THE SECURITIES AND EXCHANGE...Manufacturing and Distribution Agreement • December 1st, 2005 • Directed Electronics, Inc. • Household audio & video equipment • New York
EXHIBIT 10.16 NOTE: PORTIONS OF THIS EXHIBIT INDICATED BY "[***]" ARE SUBJECT TO A CONFIDENTIAL TREATMENT REQUEST, AND HAVE BEEN OMITTED FROM THIS EXHIBIT. COMPLETE, UNREDACTED COPIES OF THIS EXHIBIT HAVE BEEN FILED WITH THE SECURITIES AND EXCHANGE...Vendor Agreement • December 12th, 2005 • Directed Electronics, Inc. • Household audio & video equipment • Minnesota
FORM OF INDEMNIFICATION AGREEMENTIndemnification Agreement • December 1st, 2005 • Directed Electronics, Inc. • Household audio & video equipment • Florida
DEFERRED COMPENSATION/SALARY CONTINUATION AGREEMENTDeferred Compensation/Salary Continuation Agreement • November 16th, 2005 • Directed Electronics, Inc. • Household audio & video equipment
EMPLOYMENT AGREEMENTEmployment Agreement • August 5th, 2008 • DEI Holdings, Inc. • Household audio & video equipment • California
This Employment Agreement (“Agreement”) is made and entered into as of the 4th day of August, 2008, between DEI HOLDINGS, INC., a Florida corporation (the “Company”), and KEVIN P. DUFFY (the “Executive”).
KEY EMPLOYEE SALE BONUS CANCELLATION AGREEMENTSale Bonus Cancellation Agreement • December 1st, 2005 • Directed Electronics, Inc. • Household audio & video equipment • California
ONE VIPER WAY FIRST AMENDMENT TO INDUSTRIAL/COMMERCIAL LEASE AGREEMENT MULTI TENANT - NETIndustrial/Commercial Lease Agreement • August 24th, 2005 • Directed Electronics, Inc.
INDEMNIFICATION AGREEMENTIndemnification Agreement • September 19th, 2007 • Directed Electronics, Inc. • Household audio & video equipment • Florida
This Indemnification Agreement (this “Agreement”), dated as of , 2007, is made by and between Directed Electronics, Inc., a Florida corporation (the “Company”), and the undersigned who is either a director, an officer, or both a director and officer of the Company (the “Indemnitee”).
CHANGE IN CONTROL SEVERANCE AGREEMENTChange in Control Severance Agreement • September 19th, 2007 • Directed Electronics, Inc. • Household audio & video equipment • Florida
THIS CHANGE IN CONTROL SEVERANCE AGREEMENT (“Agreement”) is made and entered into as of the day of , by and between Directed Electronics, Inc., a Florida corporation (the “Company”), and (the “Executive”).
FOURTH AMENDMENT TO CREDIT AGREEMENTCredit Agreement • December 21st, 2005 • Directed Electronics, Inc. • Household audio & video equipment • New York
THIS FOURTH AMENDMENT TO CREDIT AGREEMENT, dated as of December 15, 2005 (the “Fourth Amendment”), is by and among DEI SALES, INC., a Florida corporation (f/k/a Directed Electronics, Inc., a Florida corporation) (the “Borrower”), those Affiliates of the Borrower identified as “Guarantors” on the signature pages hereto (the “Guarantors”), the financial institutions party hereto (collectively, the “Lenders”; and individually, a “Lender”), and WACHOVIA BANK, NATIONAL ASSOCIATION, a national banking association, as administrative agent for the Lenders (in such capacity, the “Administrative Agent”).
ONE VIPER WAY SECOND AMENDMENT TO INDUSTRIAL/COMMERCIAL LEASE AGREEMENT SINGLE TENANT — NETIndustrial/Commercial Lease Agreement • May 10th, 2007 • Directed Electronics, Inc. • Household audio & video equipment
This Second Amendment to Industrial/Commercial Lease Agreement Multi Tenant — Net (“Second Amendment”) is entered into and made effective this 31st day of March, 2006, between GREENE PROPERTIES, INC., a California corporation (“Landlord”) and DIRECTED ELECTRONICS, INC., a California corporation (“Tenant”) with reference to the following facts:
Letter Agreement re: End of Agreement MattersManufacturing and Distribution Agreement • November 5th, 2008 • DEI Holdings, Inc. • Household audio & video equipment
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.
AMENDMENT No. 2 TO CREDIT AGREEMENTCredit Agreement • March 17th, 2008 • Directed Electronics, Inc. • Household audio & video equipment • New York
THIS AMENDMENT NO. 2 TO AMENDED AND RESTATED CREDIT AGREEMENT, dated as of March 11, 2008 (the “Amendment”), is by and among DEI SALES, INC., a Florida corporation (the “Borrower”), those Affiliates of the Borrower identified as “Guarantors” on the signature pages hereto (the “Guarantors”), the financial institutions party hereto (collectively, the “Lenders”; and individually, a “Lender”), and CANADIAN IMPERIAL BANK OF COMMERCE, acting through its New York Agency, as administrative agent for the Lenders (in such capacity, the “Administrative Agent”) and collateral agent for the Secured Parties (in such capacity, the “Collateral Agent”).
DIRECTED ELECTRONICS, INC. [NAME] SUBSCRIPTION AND SHAREHOLDERS’ AGREEMENTSubscription and Shareholders’ Agreement • September 29th, 2006 • Directed Electronics, Inc. • Household audio & video equipment • Florida
THIS SUBSCRIPTION AND SHAREHOLDERS’ AGREEMENT is made as of this 22nd day of September, 2006, by and among Directed Electronics, Inc., a Florida corporation (the “Company”), and [NAME] (the “Shareholder”).
ContractManufacturing and Distribution Agreement • April 29th, 2008 • Directed Electronics, Inc. • Household audio & video equipment
NOTE: PORTIONS OF THIS EXHIBIT INDICATED BY “[***]” ARE SUBJECT TO A CONFIDENTIAL TREATMENT REQUEST, AND HAVE BEEN OMITTED FROM THIS EXHIBIT. COMPLETE, UNREDACTED COPIES OF THIS EXHIBIT HAVE BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION AS PART OF THIS COMPANY’S CONFIDENTIAL TREATMENT REQUEST.
AMENDMENT AND WAIVER NO. 1 TO CREDIT AGREEMENTCredit Agreement • May 10th, 2007 • Directed Electronics, Inc. • Household audio & video equipment • New York
THIS AMENDMENT AND WAIVER NO. 1 TO AMENDED AND RESTATED CREDIT AGREEMENT, dated as of April 20, 2007 (the “Amendment”), is by and among DEI SALES, INC., a Florida corporation (the “Borrower”), those Affiliates of the Borrower identified as “Guarantors” on the signature pages hereto (the “Guarantors”), the financial institutions party hereto (collectively, the “Lenders”; and individually, a “Lender”), and CANADIAN IMPERIAL BANK OF COMMERCE, acting through its New York Agency, as administrative agent for the Lenders (in such capacity, the “Administrative Agent”) and collateral agent for the Secured Parties (in such capacity, the “Collateral Agent”).
AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • December 12th, 2005 • Directed Electronics, Inc. • Household audio & video equipment • New York
AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT (as the same may hereafter be amended, supplemented or modified, this “Agreement”), dated as of November 23, 2005, among DIRECTED ELECTRONICS, INC. (together with its successors and assigns, the “Parent”); MASSACHUSETTS MUTUAL LIFE INSURANCE COMPANY (together with its successors and assigns, “MassMutual”); MASSMUTUAL CORPORATE INVESTORS (together with its successors and assigns, “Corporate Investors”); MASSMUTUAL PARTICIPATION INVESTORS (together with its successors and assigns, “Participation Investors,” together with MassMutual and Corporate Investors, the “MassMutual Investors”); BANCBOSTON INVESTMENTS, INC. (together with its successors and assigns “BBI,” collectively with the MassMutual Investors, the “Warrant Investors”); 555 MADISON INVESTORS, LLC (“Madison”), HVB U.S. FINANCE, INC. (“HVB,” together with Madison and their successors and assigns, the “Senior Lenders”); ISSA FAMILY FOUNDATION (collectively, with the Senior Lenders
NOTE: PORTIONS OF THIS EXHIBIT INDICATED BY “[***]” ARE SUBJECT TO A CONFIDENTIAL TREATMENT REQUEST, AND HAVE BEEN OMITTED FROM THIS EXHIBIT. COMPLETE, UNREDACTED COPIES OF THIS EXHIBIT HAVE BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION AS...Manufacturing and Distribution Agreement • November 30th, 2007 • Directed Electronics, Inc. • Household audio & video equipment
AMENDMENT, dated as of July 17, 2007 (this “Amendment”), to the Manufacturing and Distribution Agreement, dated as of April 7, 2005 (the “Agreement”), between SIRIUS SATELLITE RADIO INC., a Delaware corporation (“Sirius”), and DIRECTED ELECTRONICS, INC., a Florida corporation (“Directed”), as amended.
RECITALS:Industrial/Commercial Lease Agreement • August 24th, 2005 • Directed Electronics, Inc.
NOTE: PORTIONS OF THIS EXHIBIT INDICATED BY “[***]” ARE SUBJECT TO A CONFIDENTIAL TREATMENT REQUEST, AND HAVE BEEN OMITTED FROM THIS EXHIBIT. COMPLETE, UNREDACTED COPIES OF THIS EXHIBIT HAVE BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION AS...Manufacturing and Distribution Agreement • November 30th, 2007 • Directed Electronics, Inc. • Household audio & video equipment
SECOND AMENDMENT (this “Second Amendment”), dated as of November 8, 2007, to the Manufacturing and Distribution Agreement, dated as of April 7, 2005, as amended July 17, 2007 (the “Agreement”), between SIRIUS SATELLITE RADIO INC., a Delaware corporation (“Sirius”), and DIRECTED ELECTRONICS, INC., a Florida corporation (“Directed”).
STOCK PURCHASE AGREEMENT dated as of August 21, 2006 by and among Directed Electronics, Inc. as the Purchaser, Polk Holding Corp., George M. Klopfer, as the Seller Representative and The Stockholders and Option Holder set forth on the Stockholder...Stock Purchase Agreement • August 22nd, 2006 • Directed Electronics, Inc. • Household audio & video equipment • Delaware
This STOCK PURCHASE AGREEMENT is dated as of August 21, 2006 (this “Agreement”) and is by and among Directed Electronics, Inc. a Florida corporation (the “Purchaser”); Polk Holding Corp., a Maryland corporation (the “Company”); the stockholders and option holder of the Company listed on the stockholder signature page attached hereto (each a “Seller” and collectively, the “Sellers”) and George M. Klopfer, as the Sellers’ representative (the “Seller Representative”). The Purchaser, the Company, the Sellers and the Seller Representative are sometimes collectively called, the “Parties.” Certain capitalized terms which are used herein are defined in Article VIII below.
