##### 



Exhibit 10.29
 FINANCING AGREEMENT
 Dated as of March 30, 2007
 by and among
 LOUD TECHNOLOGIES INC.,
 as US Borrower,
 GRACE ACQUISITIONCO LIMITED,
 as UK Borrower,
 THE SUBSIDIARIES OF US BORROWER PARTY HERETO,
 THE LENDERS FROM TIME TO TIME PARTY HERETO,
 AND
 ABLECO FINANCE LLC,
 as Collateral Agent and as Administrative Agent,




---



##### 



TABLE OF CONTENTS
 PageARTICLE I DEFINITIONS; CERTAIN TERMS
    
    
    2Section 1.01
    
    Definitions
    
    
    2Section 1.02
    
    Terms Generally
    
    
    26Section 1.03
    
    Accounting and Other Terms
    
    
    26Section 1.04
    
    Time References
    
    
    26ARTICLE II THE LOANS
    
    
    27Section 2.01
    
    Commitments
    
    
    27Section 2.02
    
    Making the Loans
    
    
    27Section 2.03
    
    Repayment of Loans; Evidence of Debt
    
    
    30Section 2.04
    
    Interest
    
    
    31Section 2.05
    
    Reduction of Commitment; Prepayment of Loans
    
    
    32Section 2.06
    
    Fees
    
    
    34Section 2.07
    
    Securitization
    
    
    35Section 2.08
    
    Taxes
    
    
    36ARTICLE IV FEES, PAYMENTS AND OTHER COMPENSATION
    
    
    41Section 4.01
    
    Audit and Collateral Monitoring Fees
    
    
    41Section 4.02
    
    Payments; Computations and Statements
    
    
    41Section 4.03
    
    Sharing of Payments, Etc.
    
    
    42Section 4.04
    
    Apportionment of Payments
    
    
    43Section 4.05
    
    Increased Costs and Reduced Return
    
    
    44ARTICLE V CONDITIONS TO LOANS
    
    
    45Section 5.01
    
    Conditions Precedent
    
    
    45Section 5.02
    
    Conditions Precedent to All Loans
    
    
    50ARTICLE VI REPRESENTATIONS AND WARRANTIES
    
    
    51Section 6.01
    
    Representations and Warranties
    
    
    51ARTICLE VII COVENANTS OF THE LOAN PARTIES
    
    
    59Section 7.01
    
    Affirmative Covenants
    
    
    59Section 7.02
    
    Negative Covenants
    
    
    67Section 7.03
    
    Financial Covenants
    
    
    72ARTICLE VIII MANAGEMENT, COLLECTION AND STATUS OF ACCOUNTS RECEIVABLE AND OTHER COLLATERAL
    
    
    73Section 8.01
    
    Collection of Accounts Receivable; Management of Collateral
    
    
    73Section 8.02
    
    Accounts Receivable Documentation
    
    
    76Section 8.03
    
    Status of Accounts Receivable and Other Collateral
    
    
    76Section 8.04
    
    Collateral Custodian
    
    
    77ARTICLE IX EVENTS OF DEFAULT
    
    
    77
 -i-




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##### 



TABLE OF CONTENTS
 PageSection 9.01
    
    Events of Default
    
    
    77ARTICLE X AGENTS
    
    
    81Section 10.01
    
    Appointment
    
    
    81Section 10.02
    
    Nature of Duties
    
    
    82Section 10.03
    
    Rights, Exculpation, Etc.
    
    
    82Section 10.04
    
    Reliance
    
    
    83Section 10.05
    
    Indemnification
    
    
    83Section 10.06
    
    Agents Individually
    
    
    84Section 10.07
    
    Successor Agent
    
    
    84Section 10.08
    
    Collateral Matters
    
    
    84Section 10.09
    
    Agency for Perfection
    
    
    86ARTICLE XI GUARANTY
    
    
    86Section 11.01
    
    Guaranty
    
    
    86Section 11.02
    
    Guaranty Absolute
    
    
    87Section 11.03
    
    Waiver
    
    
    87Section 11.04
    
    Continuing Guaranty; Assignments
    
    
    88Section 11.05
    
    Subrogation
    
    
    88ARTICLE XII MISCELLANEOUS
    
    
    89Section 12.01
    
    Notices, Etc.
    
    
    89Section 12.02
    
    Amendments, Etc.
    
    
    90Section 12.03
    
    No Waiver; Remedies, Etc.
    
    
    91Section 12.04
    
    Expenses; Taxes; Attorneys Fees
    
    
    91Section 12.05
    
    Right of Set-off
    
    
    92Section 12.06
    
    Severability
    
    
    92Section 12.07
    
    Assignments and Participations.
    
    
    92Section 12.08
    
    Counterparts
    
    
    95Section 12.09
    
    GOVERNING LAW
    
    
    95Section 12.10
    
    CONSENT TO JURISDICTION; SERVICE OF PROCESS AND VENUE
    
    
    95Section 12.11
    
    WAIVER OF JURY TRIAL, ETC.
    
    
    96Section 12.12
    
    Consent by the Agents and Lenders
    
    
    96Section 12.13
    
    No Party Deemed Drafter
    
    
    97Section 12.14
    
    Reinstatement; Certain Payments
    
    
    97Section 12.15
    
    Indemnification
    
    
    97Section 12.16
    
    Records
    
    
    98Section 12.17
    
    Binding Effect
    
    
    98Section 12.18
    
    Interest
    
    
    98Section 12.19
    
    Confidentiality
    
    
    99Section 12.20
    
    Integration
    
    
    100
 -ii-




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##### 



FINANCING AGREEMENT
 LOUD TECHNOLOGIES INC. Parent US Borrower GRACE ACQUISITIONCO
LIMITED UK Borrower Lender Lenders ABLECO FINANCE LLC, Ableco Collateral Agent Administrative Agent Agent Agents
 RECITALS
 Maximum
Credit Facility Amount
  ARTICLE I
 DEFINITIONS; CERTAIN TERMS
 Definitions
 Ableco




---



##### 



Account Debtor
 Account Receivable
 Acquisition
 Acquisition Agreement
 Acquisition Documents
 Action Section 12.12
 additional amount Section 2.08(a)
 Administrative Agent
 Administrative Agents Account
 Administrative Borrower Section 12.20
 Affiliate
 After Acquired Property
 Agent Agents
 - 2 -




---



##### 



Agreement
 Assignment and Acceptance Section 12.07 Exhibit A-1
 Authorized Officer
 Availability
 Bank of Montreal Letter Agreement
 Bankruptcy Code et seq
 Base LIBOR Rate
 Blocked Account Section 8.01(a)
 Blocked Account Bank Section 8.01(a)
 Board
 Book Value
 Borrowers
 Borrowing Base
 - 3 -




---



##### 



plus
 Borrowing Base Certificate Section 7.01(a)(vi) Exhibit B-1
 Borrowing Base Participants
 Business Day
 Capital Expenditures provided however
 Capitalized Lease
 Capitalized Lease Obligations
 Capital Stock
 Carry-Over Amount Section 7.03(d)
 - 4 -




---



##### 



Cash and Cash Equivalents
 CFC
 Change in Law Section 4.05(a).
 Change of Control
     Code provided however
 Collateral
 Collateral Agent
 Collateral Agent Advances Section
10.08(a)
 - 5 -




---



##### 



Commitments
 Companies Act
 Consolidated EBITDA
 Consolidated Funded Indebtedness
 - 6 -




---



##### 



Consolidated Net Income
 Consolidated Net Interest Expense less plus
 Contingent Obligation provided however
 Control Agreement
 - 7 -




---



##### 



Credit Parties
 Current Value Section 7.01(o)
 Default
 Disposition
 Dollar Dollars $
 Domestic Subsidiary
 Effective Date Section 5.01
 Eligible Accounts Receivable provided
 - 8 -




---



##### 



provided however provided further however provided however
 Eligible Inventory
 - 9 -




---



##### 



Schedule 6.01(ff) Section 6.01(ff)
 Employee Plan
 Environmental Actions
 Environmental Laws et seq et seq et seq et seq et seq et seq et seq
 - 10 -




---



##### 



Environmental Liabilities and Costs
 Environmental Lien
 ERISA
 ERISA Affiliate
 Event of Default Section 9.01
 Excess Amount Section 7.03(d)
 Excess Cash Flow Section 2.05(d)(ii)
 Exchange Act
 - 11 -




---



##### 



Exchange Rate Wall Street Journal the Wall Street Journal
 Existing ISIS Lenders
 Existing ISIS Loan Stock
 Existing Loud Credit Facilities
 Existing Loud Lenders
 Existing Martin Credit Facility
 Existing Martin Lenders
 Extraordinary Receipts
 Facility Schedule
F-1
 - 12 -




---



##### 



Federal Funds Rate
 Fee Letter
 Field Survey and Audit
 Filing Authorization Letter
 Final Maturity Date Section 9.01
 Financial Statements
 Fiscal Year
 Fixed Charge Coverage Ratio minus plus
 - 13 -




---



##### 



plus plus
 Foreign Guaranteed Obligations Section
11.01(b)
 Foreign Guarantor
 Foreign Loan Party
 Funding Losses Section 2.04(d)(ii)(B)
 GAAP provided however Section 7.03 provided further however Section 7.03 Section 7.03
 Governmental Authority
 Guaranteed Obligations Section
11.01(b)
 Guarantor Guarantors Section 7.01(b)
 Guaranty
 - 14 -




---



##### 



Section 7.01(b)
 Hazardous Materials
 Hedging Agreement
 Highest Lawful Rate
 Holdout Lender Section 10.10
 HSR
 Indebtedness
 - 15 -




---



##### 



Increased Cost Lender Section 10.10
 Indemnified Matters Section 12.15
 Indemnitees Section 12.15
 Individual Loan Party Material Adverse Effect
 Insolvency Proceeding
 Intercompany Loan Agreement
 - 16 -




---



##### 



Intercompany Subordination Agreement Exhibit I-1
 Interest Period provided however
 Inventory
 IRC
 Lease
 Lender Lenders
 Lender Group
 Liabilities Section 2.07
 LIBOR Deadline Section 2.04(d)(ii)(A)
 LIBOR Notice Exhibit L-1
 LIBOR Option Section 2.04(d)(i)
 LIBOR Rate
 - 17 -




---



##### 



LIBOR Rate Loan
 Lien
 Loan
 Loan Account
 Loan Document
 Loan Party
 Losses Section 12.15
 Management Agreement
 Martin
 Martin Distribution
 Material Adverse Effect
 - 18 -




---



##### 



Material Contract
 Maximum Credit Facility Amount
 Maximum Judgment Amount Section
9.01(k)
 Moodys
 Mortgage
 Multiemployer Plan
 Net Amount of Eligible Accounts Receivable
 Net Cash Proceeds
 - 19 -




---



##### 



New Lending Office Section 2.08(d)
 New Subsidiary Section 7.02(b)
 Non-U.S. Lender Section 2.08(d)
 Notice of Borrowing Section 2.02(a)
 Obligations Section 9.01
 Operating Lease Obligations
 Other Taxes Section 2.08(b)
 Parent
 Participant Register Section 12.07(g)
 Payment Office
 - 20 -




---



##### 



PBGC
 Permits
 Permitted Discretion
 Permitted Dispositions provided Schedule 7.02(c)
 Permitted Foreign Cash Equivalents
 Permitted Holder
 Permitted Indebtedness
  Schedule 7.02(b) provided however
 - 21 -




---



##### 



Section
7.03(d)
        Section 7.02(e)
 - 22 -




---



##### 



Permitted Investments
 Permitted Liens
  Section 7.01(c)
  - 23 -




---



##### 



Schedule 7.02(a)
 provided however
     Section 9.01(j)
     - 24 -




---



##### 



provided
  Permitted Merger
 Permitted Preferred Stock
 Person
 Post-Default Rate
 Preferred Stock
 Prohibited Preferred Stock - 25 -
        property
 Pro Rata Share
 provided
 provided
 provided
 provided
  - 26 -




---



##### 



Section 10.05 provided
 Qualified Cash
 Rating Agencies Section 2.07
 Reference Bank
 Reference Rate
 Reference Rate Loan
 Register Section 12.07(d)
 Registered Loan Section 12.07(d)
 Regulation T Regulation U Regulation X
 Reinvestment Eligible Funds Section 2.05(d)(ii) 2.05(c)(vi) - 27 -
       Section 2.05(d)(ii) Section 2.05(c)(viii)
 Reinvestment Notice Section 2.05(d)
 Related Fund
 Release
 Remedial Action
 Reportable Event
 Required Lenders
 Reserve Percentage
 Revolver and US Term Loan Lenders
 Revolving Credit Commitment Schedule C-1
 Revolving Loan Revolving Loans Section 2.01(a)(i)
 - 28 -




---



##### 



Revolving Loan Lender
 Revolving Loan Obligations
 SEC
 Securities Act
 Securitization Section 2.07
 Securitization Parties Section 2.07
 Security Agreement
 Sellers
 Settlement Period Section 2.02(d)(i)
 Solvent
 Standard & Poors
 Stock Option Plans - 29 -
       Subordinated Debt
 Subsidiary
 Sun
 Target
 Taxes Section 2.08(a)
 Tendered Currency Section 12.22
 Term Loan Commitments
 Term Loan Lenders
 Term Loans
 Term Loan Obligations
 Term Loan A Section 2.01(a)(ii)
 Term Loan A Commitment - 30 -
       Schedule C-1
 Term Loan A Lender
 Term Loan A Obligations
 Term Loans B
 Term Loan C Section 2.01(a)(v)
 Term Loan C Commitment Schedule C-1
 Term Loan C Lender
 Term Loan C Obligations
 Term Loan C PIK Amount Section 2.04(b)(iv)
 Termination Event
 Title Insurance Policy
 - 31 -




---



##### 



Total Commitment
 Total Revolving Credit Commitment
 Total Term Loan A Commitment
 Total Term Loan B Commitment
 Total Term Loan C Commitment
 Total Term Loan Commitment
 Total UK Term Loan B Commitment
 Total US Term Loan B Commitment
 Transferee Section 2.08(a)
 Triggering Event
 TTM EBITDA provided however
 - 32 -




---



##### 



Period
    
    Consolidated EBITDAthree month period
ending June 30, 2006
    
    $
    5,548,000three month period
ending September 30, 2006
    
    $
    7,175,000three month period
ending December 31, 2006
    
    $
    5,929,000one month period
ending January 31, 2007
    
    $
    36,000one month period
ending February 28, 2007
    
    $
    2,379,000
 UK Debentures
 UK Funds Flow Agreement
 UK GAAP
 UK Guaranties
 UK Loan Party
 UK Obligations
 UK Security Documents
 UK Stock Pledge Agreement
 UK Term Loan B Section 2.01(a)(iv)
 - 33 -




---



##### 



UK Term Loan B Commitment Schedule C-1
 UK Term Loan B Commitment Expiry Date
 UK Term Loan B Effective Date Section 5.03
 UK Term Loan B Lender
 UK Term Loan B Obligations
 UK Borrower
 US Borrower
 US Funds Flow Agreement
 US Guaranteed Obligations Section
11.01(a)
 US Guarantor
 US Loan Party
 US Obligations
 US Term Loan B Section 2.01(a)(iii)
 US Term Loan B Commitment Schedule C-1
 US Term Loan B Lender
 - 34 -




---



##### 



US Term Loan B Obligations
 US Term Loan Obligations
 US Term Loans
 WARN Section 6.01(z)
 Whitewash Completion Date Section 5.03(a)
 Working Investment minus
 Terms Generally
 Accounting and Other Terms
 - 35 -




---



##### 



Time References provided however
 ARTICLE II
 THE LOANS
 Commitments
 Revolving
Loan Revolving Loans
 Term
Loan A
 US Term Loan B
 UK Term Loan B
 Term
Loan C
   - 36 -




---



##### 



Making the Loans
 Exhibit 2.01(b)(ii) Notice of Borrowing
 - 37 -




---



##### 



Section 2.02
 Section 2.02(c)
 Section 2.01 Section 2.02(d) provided however Section 5.02 Section 5.02
 - 38 -




---



##### 



Section 2.02(c)(ii)
 Section 2.02(c)
 Section 2.02(c) Settlement Period
 - 39 -




---



##### 



Section 2.02(d)
 Section 2.02(d)(i) Section 2.02(d)(ii)
 Repayment of Loans; Evidence of Debt
 provided however
  - 40 -




---



##### 



provided however
 provided however
    paragraphs (c) or (d) Section 2.03 prima facie provided
 Section 12.07
 - 41 -




---



##### 



Interest
 Revolving Loans
 Term Loans
    PIK Interest provided however Section 2.04(b)(iv)
 Default Interest
 - 42 -




---



##### 



LIBOR Option
 Interest and Interest Payment Dates LIBOR Option provided however
 LIBOR Election
 Section 2.04(h)(i) LIBOR
Deadline
  - 43 -




---



##### 



Funding
Losses
  Conversion provided however Section
4.04
 Special Provisions Applicable to LIBOR Rate
  - 44 -




---



##### 



No Requirement of Matched Funding
 Interest Payment in respect of Reference Rate Loans Section 4.02
 General
 - 45 -




---



##### 



Reduction of Commitments; Prepayment of Loans
 Reduction of Commitments
 Revolving Credit Commitments Section 2.02
 Term Loan A
 US Term Loan B
 UK Term Loan B
 Term Loan C
 Optional Prepayment
 Revolving Loans
 Prepayment of Term Loans by US Borrower Section 2.05(b)(ii)
 - 46 -




---



##### 



Prepayment of UK Term Loan B by UK Borrower Section 2.05(b)(iii)
 Prepayment In Full
 Mandatory Prepayment
     Section 7.01(a)(ii) Section 7.01(a)(ii) Section
7.01(a)(ii)
 - 47 -




---



##### 



provided however
 Section 2.05(d)(ii)
 subsection (vii)
 - 48 -




---



##### 



Section 2.05(d)(ii)
  Application of Payments
 subsections (c)(ii), (c)(v),
(c)(vi), (c)(vii), and (c)(viii) subsection (c)(ix) subsection
(d)(i)(B) subsection (c)(ix)
 Section 2.05(c)(vi) Section
2.05(c)(viii) Section
2.05(d)(ii) Reinvestment Notice
 - 49 -




---



##### 



Section 2.05(d)(ii) Section 2.05(d)(i) Section
2.05(d)
 Interest and Fees Section 2.05 subsections (c)(i), (c)(ii), (c)(iv), and (c)(v) Section 2.05 Section 2.06 Section 2.05
 Cumulative Prepayments Section 2.05 Section 2.05 Section
2.05
 Fee Letter
 Securitization Securitization Rating Agencies provided that
 - 50 -




---



##### 



Securitization Parties Liabilities
 Taxes
 Transferee Taxes additional amount Section 2.08
 Other Taxes
  - 51 -




---



##### 



Section
2.08
 Non-U.S. Lender Section 12.07 New Lending Office Section 2.08 Section 2.08(d)
 Section 2.08
 - 52 -




---



##### 



Section 2.08
 Section 2.08 Section 2.08
 Section 2.08
 Section 2.08 Section 2.08(j) Treaty Representation clause (k)
 - 53 -




---



##### 



Section 2.08(i)
 paragraph (k)
  ARTICLE III
 [INTENTIONALLY OMITTED]
 ARTICLE IV
 FEES, PAYMENTS AND OTHER COMPENSATION
 Audit and Collateral Monitoring Fees Section 7.01(f)
 Payments; Computations and Statements
  - 54 -




---



##### 



Section 9.01(a) Section 2.02 Section 5.02 Section 2.02
  - 55 -




---



##### 



Sharing of Payments, Etc. Section 2.02 provided however Section 4.03
 Apportionment of Payments Section 2.02
 Section 4.01
  first second third fourth fifth sixth seventh eighth ninth tenth eleventh twelfth thirteenth fourteenth
 - 56 -




---



##### 



fifteenth sixteenth seventeenth eighteenth nineteenth
 first second third fourth fifth sixth seventh
 Section 4.04(b) Section 2.05
 Section 4.04(b) provided however
 Section
4.04
 - 57 -




---



##### 



Section 4.04
 Increased Costs and Reduced Return
 Change in Law
  - 58 -




---



##### 



Section 4.05 Section 4.05 Section 4.05
 ARTICLE V
 CONDITIONS TO LOANS
 Conditions Precedent
 Payment of Fees, Etc. Sections 2.06 12.04
 Representations and Warranties; No Event of Default
   Legality
 Delivery of Documents
 - 59 -




---



##### 



- 60 -




---



##### 



Exhibit 5.01(d)
 Section 5.01(b)
  Section 6.01(g)(ii)
     - 61 -




---



##### 



Statutory Report Non-Statutory Letter
  Material Adverse Effect
   Proceedings; Receipt of Documents
  Due Diligence
 Management Agreement.
 Availability
 - 62 -




---



##### 



Conditions Precedent to All Loans
 Payment of Fees, Etc. Sections 2.06 12.04
 Representations and Warranties; No Event of Default
 Legality
 Notices Section 2.02
 Conditions Precedent to UK Term Loan B
 Delivery of Documents
    - 63 -




---



##### 



Consummation of Acquisition
 - 64 -




---



##### 



Conditions Subsequent to All Loans
  Forms
155
    - 65 -




---



##### 



ARTICLE VI
 REPRESENTATIONS AND WARRANTIES
 Representations and Warranties
 Organization, Good Standing, Etc.
 - 66 -




---



##### 



Authorization, Etc.
 Governmental Approvals
 Enforceability of Loan Documents
 Subsidiaries Schedule 6.01(e) Schedule 6.01(e)
 Litigation; Commercial Tort Claims Schedule
6.01(f)
 - 67 -




---



##### 



Financial Condition
  Section 7.01(a)(vii)
 Compliance with Law, Etc.
 ERISA Schedule 6.01(i)
 - 68 -




---



##### 



Schedule 6.01(i) Schedule 6.01(i)
 Taxes, Etc.
 Regulations T, U and X
 Nature of Business Schedule 6.01(l)
 - 69 -




---



##### 



Adverse Agreements, Etc.
 Permits, Etc.
 Properties
 Schedule 6.01(o) Schedule 6.01(o)
 Schedule 6.01(o) Schedule 6.01(o)
 Full Disclosure
 - 70 -




---



##### 



provided
 [Intentionally Omitted]
 Environmental Matters Schedule 6.01(r)
 Insurance
 - 71 -




---



##### 



Schedule 6.01(s)
 Use of Proceeds
 Solvency
 Location of Bank Accounts Schedule 6.01(v) i.e.
 Intellectual Property Schedule 6.01(w) Schedule 6.01(w)
 Material Contracts Schedule 6.01(x)
 - 72 -




---



##### 



Investment Company Act
 Employee and Labor Matters Schedule 6.01(y) WARN
 Customers and Suppliers
 - 73 -




---



##### 



No Bankruptcy Filing
 Separate Existence
 Name; Jurisdiction of Organization; Organizational ID Number; Chief Place of
Business; Chief Executive Office; FEIN
 Tradenames Schedule 6.01(ee)
 Locations of Collateral Schedule
6.01(ff) Section 7.01(l) Schedule 6.01(ff)
 Security Interests Section 5.01(d)(viii)
 [Intentionally Omitted]
 Representations and Warranties in Documents; No Default
 - 74 -




---



##### 



Acquisition Documents and Required Equity Documents
 ARTICLE VII
 COVENANTS OF THE LOAN PARTIES
 Affirmative Covenants
 Reporting Requirements
  - 75 -




---



##### 



Section
7.03) Section
7.03 Section 7.03
  Section 7.01(a)
 - 76 -




---



##### 



Section 7.03
   Section
6.01(g)(ii)(A)
  - 77 -




---



##### 



- 78 -




---



##### 



Additional Guaranties and Collateral Security
 New Subsidiary Section 7.01(o) provided
 - 79 -




---



##### 



Compliance with Laws, Etc. Section 7.01(j)
 Preservation of Existence, Etc.
 Keeping of Records and Books of Account
 Inspection Rights Section 4.01
 - 80 -




---



##### 



Maintenance of Properties, Etc.
 Maintenance of Insurance
 Obtaining of Permits, Etc.
 Environmental
 - 81 -




---



##### 



provided
 Further Assurances
 - 82 -




---



##### 



Change in Collateral; Collateral Records Schedule 6.01(ff)
 Landlord Waivers; Collateral Access Agreements
 provided
 provided
 Subordination
 - 83 -




---



##### 



After Acquired Property Current Value Section 7.01(o)
 Fiscal Year
 Borrowing Base
 Negative Covenants
 Liens, Etc.
 - 84 -




---



##### 



provided
 Indebtedness
 Fundamental Changes; Dispositions provided however
   Change in Nature of Business; Change in Independent Certified Public Accountant Section 6.01(l)
 Loans, Advances, Investments, Etc. Schedule 7.02(e)
 - 85 -




---



##### 



Schedule 6.01(e)
 Lease Obligations
 Financial Assistance
 Restricted Payments provided however
 Federal Reserve Regulations
 - 86 -




---



##### 



Transactions with Affiliates Section 7.02(e) (h)
 Limitations on Dividends and Other Payment Restrictions Affecting Subsidiaries provided however Section 7.02(k)
  Schedule 7.02(k)
    Limitation on Issuance of Capital Stock
 Modifications of Indebtedness, Organizational Documents and Certain Other Agreements;
Etc.
 - 87 -




---



##### 



Section 7.02(c)
 Investment Company Act of 1940
 [Intentionally Omitted]
 ERISA
 - 88 -




---



##### 



Schedule 7.02(p)
 Environmental
 Certain Agreements
 Financial Covenants
 Consolidated Leverage Ratio
 Fiscal Quarter End
    
    Consolidated Leverage RatioJune 30, 2007
    
    
    4.62:1.00September 30, 2007
    
    
    4.58:1.00December 31, 2007
    
    
    4.50:1.00March 31, 2008
    
    
    4.16:1.00June 30, 2008
    
    
    3.97:1.00September 30, 2008
    
    
    3.83:1.00December 31, 2008
    
    
    3.72:1.00March 31, 2009
    
    
    3.48:1.00June 30, 2009
    
    
    3.41:1.00September 30, 2009
    
    
    3.21:1.00December 31, 2009 and the
last day of each fiscal quarter
of Parent thereafter
    
    
    3.03:1.00
 - 89 -




---



##### 



Fixed Charge Coverage Ratio
 Fiscal Quarter End
    
    Fixed Charge Coverage RatioJune 30, 2007
    
    
    1.22:1.00September 30, 2007
    
    
    1.20:1.00December 31, 2007
    
    
    1.18:1.00March 31, 2008
    
    
    1.25:1.00June 30, 2008
    
    
    1.27:1.00September 30, 2008
    
    
    1.24:1.00December 31, 2008
    
    
    1.19:1.00March 31, 2009
    
    
    1.28:1.00June 30, 2009
    
    
    1.35:1.00September 30, 2009
    
    
    1.41:1.00December 31, 2009 and the
last day of each fiscal quarter
of Parent thereafter
    
    
    1.48:1.00
 TTM EBITDA
 Fiscal Quarter End
    
    TTM EBITDAJune 30, 2007
    
    $
    21,000,000September 30, 2007
    
    $
    20,300,000December 31, 2007
    
    $
    20,000,000March 31, 2008
    
    $
    21,000,000June 30, 2008
    
    $
    21,700,000September 30, 2008
    
    $
    21,900,000December 31, 2008
    
    $
    21,900,000March 31, 2009
    
    $
    22,800,000June 30, 2009
    
    $
    23,000,000September 30, 2009
    
    $
    23,300,000December 31, 2009 and the
last day of each fiscal quarter
of Parent thereafter
    
    $
    23,500,000
 Capital Expenditures
 - 90 -




---



##### 



Fiscal Year 2007
    
    $
    3,700,000Fiscal Year 2008
    
    $
    4,300,000Fiscal Year 2009
    
    $
    4,300,000Fiscal Year 2010
    
    $
    4,300,000Fiscal Year 2011
    
    $
    4,300,000
  ARTICLE VIII
 MANAGEMENT, COLLECTION AND STATUS OF
ACCOUNTS RECEIVABLE AND OTHER COLLATERAL
 Collection of Accounts Receivable; Management of Collateral
 Blocked Accounts Schedule 8.01 Blocked Account Bank
 - 91 -




---



##### 



- 92 -




---



##### 



Accounts Receivable Documentation Section 8.03
 - 93 -




---



##### 



Status of Accounts Receivable and Other Collateral
 - 94 -




---



##### 



Collateral Custodian
 ARTICLE IX
 EVENTS OF DEFAULT
 Events of Default
   Section 5.03 Article VII Article VIII
 subsections (a), (b) and (c) Section 9.01
 - 95 -




---



##### 



subsection
(f)
   - 96 -




---



##### 



Maximum Judgment Amount provided however
     - 97 -




---



##### 



provided however subsection (f)
or (g) Section 9.01
 - 98 -




---



##### 



ARTICLE X
 AGENTS
 Appointment Section 2.02 Section
10.03
 Nature of Duties
 - 99 -




---



##### 



Rights, Exculpation, Etc. Section 12.07 Section 10.03 Section 12.07 Section
4.04
 - 100 -




---



##### 



Reliance
 Indemnification Section
10.08 provided however Section 10.05
 Agents Individually
 Successor Agent
  - 101 -




---



##### 



Collateral Matters
 Collateral Agent Advances Section 12.04 Section
4.02 Section 10.05
  - 102 -




---



##### 



Section
10.08(b)
 Section
10.08(b) Section 10.08(b) Section 10.08 provided however
 Section
10.08
 Agency for Perfection
 - 103 -




---



##### 



Holdout Lender Increased
Cost Lender Section 2.08 Section 4.05 Replacement Lender
 Section 12.07
 ARTICLE XI
 GUARANTY
 Guaranty
 US Guaranteed
Obligations
 - 104 -




---



##### 



UK Guaranteed
Obligations Guaranteed
Obligations
 Guaranty Absolute
   - 105 -




---



##### 



Waiver Section 11.03
 Continuing Guaranty; Assignments
 - 106 -




---



##### 



Section 12.07
 Subrogation
 - 107 -




---



##### 



ARTICLE XII
 MISCELLANEOUS
 Notices, Etc.
 LOUD TECHNOLOGIES INC.
  SUN CAPITAL PARTNERS, INC.
  KIRKLAND & ELLIS LLP
  ABLECO FINANCE LLC
 - 108 -




---



##### 



PAUL, HASTINGS, JANOFSKY & WALKER LLP
 Section 12.01
 Amendments, Etc. provided however Section 4.04 Section 12.02
 No Waiver; Remedies, Etc.
 - 109 -




---



##### 



Expenses; Taxes; Attorneys Fees Section 7.01(b) Section 7.01(f)
 - 110 -




---



##### 



Right of Set-off
  provided however
 Severability
 Assignments and Participations
 provided however
 - 111 -




---



##### 



provided however
  - 112 -




---



##### 



Register Registered Loans
 Section 12.07(b)
  Participant Register
 - 113 -




---



##### 



Section 2.08(d)
 Section 10.08 Section 2.08 Section 4.05
 Counterparts
 GOVERNING LAW . THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS (UNLESS
EXPRESSLY PROVIDED TO THE CONTRARY IN ANOTHER LOAN DOCUMENT IN RESPECT OF SUCH OTHER LOAN DOCUMENT)
SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK APPLICABLE
TO CONTRACTS MADE AND TO BE PERFORMED IN THE STATE OF NEW YORK.
 - 114 -




---



##### 



CONSENT TO JURISDICTION; SERVICE OF PROCESS AND VENUE . EACH OF THE
PARTIES HERETO AGREE THAT ANY LEGAL ACTION OR PROCEEDING WITH RESPECT TO THIS AGREEMENT OR ANY
OTHER LOAN DOCUMENT SHALL BE BROUGHT IN THE COURTS OF THE STATE OF NEW YORK IN THE COUNTY OF NEW
YORK OR OF THE UNITED STATES DISTRICT COURT FOR THE SOUTHERN DISTRICT OF NEW YORK, AND, BY
EXECUTION AND DELIVERY OF THIS AGREEMENT, EACH LOAN PARTY HEREBY IRREVOCABLY ACCEPTS IN RESPECT OF
ITS PROPERTY, GENERALLY AND UNCONDITIONALLY, THE JURISDICTION OF THE AFORESAID COURTS; PROVIDED,
HOWEVER, THAT ANY SUIT SEEKING ENFORCEMENT AGAINST ANY COLLATERAL OR OTHER PROPERTY MAY BE BROUGHT,
AT COLLATERAL AGENTS OPTION, IN THE COURTS OF ANY JURISDICTION WHERE COLLATERAL AGENT ELECTS TO
BRING SUCH ACTION OR WHERE SUCH COLLATERAL OR OTHER PROPERTY MAY BE FOUND. EACH LOAN PARTY HEREBY
IRREVOCABLY CONSENTS TO THE SERVICE OF ANY AND ALL LEGAL PROCESS, SUMMONS, NOTICES, AND DOCUMENTS
IN ANY SUIT, ACTION, OR PROCEEDING BROUGHT IN THE UNITED STATES OF AMERICA ARISING OUT OF OR IN
CONNECTION WITH THIS AGREEMENT OR ANY OF THE OTHER LOAN DOCUMENTS BY THE MAILING (BY REGISTERED
MAIL OR CERTIFIED MAIL, POSTAGE PREPAID) OR DELIVERING OF A COPY OF SUCH PROCESS TO SUCH LOAN
PARTY, C/O THE ADMINISTRATIVE BORROWER, AT THE ADMINISTRATIVE BORROWERS ADDRESS FOR NOTICES AS SET
FORTH IN SECTION 12.01 . THE LOAN PARTIES AGREE THAT A FINAL JUDGMENT IN ANY SUCH ACTION OR
PROCEEDING SHALL BE CONCLUSIVE AND MAY BE ENFORCED IN OTHER JURISDICTIONS BY SUIT ON THE JUDGMENT
OR IN ANY OTHER MANNER PROVIDED BY LAW. NOTHING HEREIN SHALL AFFECT THE RIGHT OF THE AGENTS AND
THE LENDERS TO SERVE PROCESS IN ANY OTHER MANNER PERMITTED BY LAW. EACH LOAN PARTY HEREBY
EXPRESSLY AND IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY LAW, ANY OBJECTION WHICH IT
MAY NOW OR HEREAFTER HAVE TO THE JURISDICTION OR LAYING OF VENUE OF ANY SUCH LITIGATION BROUGHT IN
ANY SUCH COURT REFERRED TO ABOVE AND
ANY CLAIM THAT ANY SUCH LITIGATION HAS BEEN BROUGHT IN AN INCONVENIENT FORUM. TO THE EXTENT
THAT ANY LOAN PARTY HAS OR HEREAFTER MAY ACQUIRE ANY IMMUNITY FROM JURISDICTION OF ANY COURT OR
FROM ANY LEGAL PROCESS (WHETHER THROUGH SERVICE OR NOTICE, ATTACHMENT PRIOR TO JUDGMENT, ATTACHMENT
IN AID OF EXECUTION OR OTHERWISE) WITH RESPECT TO ITSELF OR ITS PROPERTY, EACH LOAN PARTY HEREBY
IRREVOCABLY WAIVES SUCH IMMUNITY IN RESPECT OF ITS OBLIGATIONS UNDER THIS AGREEMENT AND THE OTHER
LOAN DOCUMENTS.
 WAIVER OF JURY TRIAL, ETC. EACH LOAN PARTY, EACH AGENT AND EACH LENDER
HEREBY WAIVES ANY RIGHT TO A TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM CONCERNING ANY
RIGHTS UNDER THIS AGREEMENT OR THE OTHER LOAN DOCUMENTS, OR UNDER ANY AMENDMENT, WAIVER, CONSENT,
INSTRUMENT, DOCUMENT
 - 115 -




---



##### 



OR OTHER AGREEMENT DELIVERED OR WHICH IN THE FUTURE MAY BE DELIVERED IN
CONNECTION THEREWITH, OR ARISING FROM ANY FINANCING RELATIONSHIP EXISTING IN CONNECTION WITH THIS
AGREEMENT, AND AGREES THAT ANY SUCH ACTION, PROCEEDINGS OR COUNTERCLAIM SHALL BE TRIED BEFORE A
COURT AND NOT BEFORE A JURY. EACH LOAN PARTY CERTIFIES THAT NO OFFICER, REPRESENTATIVE, AGENT OR
ATTORNEY OF ANY AGENT OR ANY LENDER HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT ANY AGENT OR ANY
LENDER WOULD NOT, IN THE EVENT OF ANY ACTION, PROCEEDING OR COUNTERCLAIM, SEEK TO ENFORCE THE
FOREGOING WAIVERS. EACH LOAN PARTY HEREBY ACKNOWLEDGES THAT THIS PROVISION IS A MATERIAL
INDUCEMENT FOR THE AGENTS AND THE LENDERS ENTERING INTO THIS AGREEMENT.
 Consent by the Agents and Lenders Action
 No Party Deemed Drafter
 Reinstatement; Certain Payments
 Indemnification Indemnitees
 - 116 -




---



##### 



Losses Indemnified Matters provided however Section 12.15 Section 12.15 Section 12.15
 Records Section
2.06
 Binding Effect Section 12.07
 Interest
 - 117 -




---



##### 



Section 12.18 Section 12.18
 Section 12.18
  Confidentiality
 - 118 -




---



##### 



provided Section 12.19 provided
 Parent as Agent for Each Borrower Administrative Borrower
 Debtor-Creditor Relationship
 - 119 -




---



##### 



Applicable Currency Tendered Currency
 Section Headings
 Integration
 - 120 -




---



##### 



IN WITNESS WHEREOF,
 LOAN PARTIES:
LOUD TECHNOLOGIES INC.,
a Washington corporation, as US Borrower and as a US GuarantorBy:
    /s/ Timothy P. ONeilName:
    Timothy P. ONeilTitle:
    Vice President, Secretary, and TreasurerGRACE ACQUISITIONCO LIMITED,
a company organized under the laws of England and Wales, as UK BorrowerBy:
    /s/ Scott William EdwardsName:
    Scott William EdwardsTitle:
    SecretaryLOUD TECHNOLOGIES EUROPE PLC,
a company organized under the laws of England and Wales, as a Foreign GuarantorBy:
    /s/ Anthony Peter WilliamsName:
    Anthony Peter WilliamsTitle:
    SecretaryMACKIE DESIGN INC.,
a Washington corporation, as a US GuarantorBy:
    /s/ Timothy P. ONeilName:
    Timothy P. ONeilTitle:
    Vice President, Secretary, and Treasurer - 121 -




---



##### 



SIA SOFTWARE COMPANY INC.,
a New York corporation, as a US GuarantorBy:

/s/ Timothy P. ONeilName:
    Timothy P. ONeilTitle:
    Vice President, Secretary, Treasurer and
ClerkSLM HOLDING CORP.,
a Delaware corporation, as a US GuarantorBy:
    /s/ Timothy P. ONeilName:
    Timothy P. ONeilTitle:
    Secretary and TreasurerST. LOUIS MUSIC, INC.,
a Missouri corporation, as a US GuarantorBy:
    /s/ Timothy P. ONeilName:
    Timothy P. ONeilTitle:
    Secretary and Treasurer - 122 -




---



##### 



COLLATERAL AGENT AND
ADMINISTRATIVE AGENT:ABLECO FINANCE LLCBy:

/s/ Dan
WolfName:
    Dan WolfTitle:
    SVPLENDERS:ABLECO FINANCE LLCBy:

/s/ Dan
WolfName:
    Dan WolfTitle:
    SVPSABERASU JAPAN INVESTMENTS II B.V.By:Name:Title: - 123 -




---



##### 



EXECUTED as a DEED by:
    
    
    )For and on behalf of
    
    
    )SABERASU JAPAN INVESTMENT II B.V.
    
    
    ))))))))
    
    
    /s/ Jill Schmiehtlewreht)
    
    
    Jill Schmiehtlewreht)EXECUTED as a DEED by:
    
    
    )For and on behalf of
    
    
    )SABERASU JAPAN INVESTMENT II B.V.
    
    
    )))))))
    
    
    /s/ J. C. A. van Beek)
    
    
    J. C. A. van Beek)
    
    
    Managing Director)