Exhibit 10.13.1

FIRST AMENDMENT OF SECOND AMENDED AND RESTATED  SUBORDINATED CREDIT AGREEMENT

This First Amendment of Second Amended and Restated Subordinated Credit Agreement (the "First Amendment") is entered into as of April 16, 2004, between
U.S. BANK NATIONAL ASSOCIATION ("U.S. Bank") and LOUD TECHNOLOGIES, INC. ("LTI") (which formerly was known as Mackie Designs, Inc.).

RECITALS

A.    Mackie
Designs, Inc., and U.S. Bank are parties to a Second Amended and Restated Subordinated Credit Agreement dated March 31, 2003 (the "Credit
Agreement"). Capitalized terms used in this First Amendment that are not defined herein have the meanings assigned to such terms in the Credit Agreement.

B.    On
or about September 15, 2003, Mackie Designs, Inc., changed its name to LTI.

C.    LTI
has asked U.S. Bank to modify and amend certain covenants in the Credit Agreement and to make certain other amendments to the Credit Agreement. U.S. Bank is willing
to do so, subject to the terms and conditions set forth in this First Amendment.

NOW,
THEREFORE, for valuable consideration, the receipt and sufficiency of which hereby are acknowledged, the parties to this First Amendment agree as follows:

TERMS AND CONDITIONS

SECTION
I

CONDITIONS
PRECEDENT

1.1Conditions Precedent.    This First Amendment, and U.S. Bank's agreement to modify the Credit Agreement in the
manner specified in this First Amendment, shall not be effective until the following events occur:



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If
the above-described conditions precedent are satisfied by April 30, 2004, this First Amendment shall become effective. If the above-described conditions precedent are not satisfied by
April 30, 2004 (or waived by U.S. Bank in writing), this First Amendment shall not be effective and the parties' rights and obligations shall continue to be governed by the Credit Agreement
(without giving effect to this First Amendment) and the other Loan Documents.

SECTION II

MODIFICATION
OF THE CREDIT AGREEMENT

2.1Mackie's Name Change.    References in the Credit Agreement to "Mackie" standing alone (but not when used as
part of the full name of an entity) hereby are modified and amended to "LTI." In addition, references in the Credit Agreement to "Mackie Designs, Inc.," hereby are modified and amended to
"Mackie Designs, Inc., now known as LOUD Technologies, Inc."

2.2Revised Manner of Application of Proceeds of Equipment Sales.    Section 6.7(b)(ii) of the Credit
Agreement hereby is modified, amended, and restated as follows:



2.3Revised EBITDA Covenant.    Section 6.17 of the Credit Agreement hereby is modified, amended, and
restated as follows:



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Period

AmountApril 1, 2003, through June 30, 2003

$
1,117,600April 1, 2003, through September 30, 2003

$
2,435,200April 1, 2003, through December 31, 2003

$
4,735,200January 1, 2004, through March 31, 2004

$
(4,200,000
)January 1, 2004, through June 30, 2004

$
(1,100,000
)January 1, 2004, through September 30, 2004

$
1,500,000January 1, 2004, through December 31, 2004

$
4,600,000April 1, 2004, through March 31, 2005

$
8,300,000July 1, 2004, through June 30, 2005

$
8,300,000October 1, 2004, through September 30, 2005

$
8,300,000January 1, 2005, through December 31, 2005

$
7,500,000April 1, 2005, through March 31, 2006

$
7,500,000


The
use of parentheses in this Section 6.17 is intended to reflect negative numbers."

SECTION III

MISCELLANEOUS
PROVISIONS

3.1Waiver of Existing Events of Default.    As of the date of this First Amendment, the following Events of
Default (the "Acknowledged Events of Default") exist:



Subject
to the terms and conditions set forth herein, U.S. Bank hereby waives the Acknowledged Events of Default. U.S. Bank has not waived, is not by this First Amendment waiving, and has no intention
of waiving any Event of Default that may have occurred on or prior to the date of this First Amendment, whether or not continuing on the date of this First Amendment, or that may occur after the date
of this First Amendment (whether the same or similar to the Events of Default referred to above or otherwise), other than the Acknowledged Events of Default. The foregoing waiver shall not
be construed as a bar to or a waiver of any other or further Event of Default on any future occasion, whether similar in kind or otherwise and shall not constitute a waiver, express or implied, of any
of the rights and remedies of U.S. Bank arising under the terms of the Credit Agreement or any other Loan Documents on any future occasion or otherwise.

3.2Waiver and Amendment Fee.    Contemporaneously with the execution of this First Amendment, LTI shall pay to
U.S. Bank an amendment fee in the amount of $14,112.16, which fee shall be fully earned and nonrefundable as of the date of this First Amendment.

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3.3Additional Representations, Warranties, and Covenants.    LTI represents, warrants, and covenants with and to
U.S. Bank as follows (which representations, warranties, and covenants are continuing and shall survive the execution and delivery of this First Amendment and are in addition to the representations,
warranties, and covenants in the other Loan Documents):



3.4Expenses of U.S. Bank.    LTI shall reimburse U.S. Bank for all expenses reasonably incurred by U.S. Bank in
connection with U.S. Bank's lending and banking relationships with LTI including, but not limited to, recording charges, appraisal costs, environmental survey and investigation costs, collateral
examination and inspection costs, travel expenses, and the reasonable fees and expenses of legal counsel for U.S. Bank (including fees and expenses incurred in connection with the preparation,
negotiation, closing, administration, amendment, modification, and enforcement of this First Amendment, the Credit Agreement (as modified and amended by this First Amendment), or the agreements
evidenced thereby); the preservation, protection, or disposition of the Collateral (or U.S. Bank's security interests in the Collateral); or as required by applicable law, rules, policies, and
regulations. The amounts owed by LTI pursuant to the preceding sentence of this First Amendment shall be paid by LTI within 30 days of the date that LTI received the bill for such amounts.

SECTION IV

GENERAL
TERMS

4.1Continued Effectiveness of the Loan Documents.    U.S. Bank and LTI acknowledge that the Loan Documents remain
in full force and effect and are binding and enforceable in accordance with their terms (as modified by this First Amendment). Following the execution of this First Amendment and timely satisfaction
of the conditions precedent specified in paragraph 1.1 above, references in the Credit Agreement to the "Agreement" shall mean the Credit Agreement, as amended by this First Amendment.

4.2Captions.    Any captions for the sections of this First Amendment are for convenience only and do not control
or affect the meaning or construction of any of the provisions of this First Amendment.

4.3Severability.    If any term, condition, or provision of this First Amendment, or any other document or
instrument referred to in this First Amendment, is held invalid for any reason, such offending term, condition, or provision shall be stricken therefrom, and the remainder of this First Amendment
shall not be affected thereby.

4.4Negotiated Agreement.    This First Amendment is a negotiated agreement. In the event of any ambiguity in this
First Amendment, such ambiguity shall not be subject to a rule of contract interpretation that would cause the ambiguity to be construed against either of the parties to this First Amendment.

4.5Voluntary and Entire Agreement.    The only consideration for the execution of this First Amendment is the
consideration expressly recited herein. This First Amendment and the Loan Documents set forth and constitute the entire agreement between U.S. Bank and LTI with respect to the New Term Loan and the
Collateral. No oral promise or agreement of any kind or nature, other than those that have been reduced to writing and set forth in this First Amendment or in the Loan

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Documents,
has been made between U.S. Bank and LTI. LTI acknowledges that it has been represented by legal counsel in connection with the negotiation and execution of this First Amendment and the
other agreements and instruments referred to in this First Amendment. LTI voluntarily executed this First Amendment and the other agreements and instruments referred to in this First Amendment.

4.6Construction and Conflict With Other Agreements.    In the event of any conflict between the terms of this
First Amendment and the terms of any other agreements or instruments referred to in this First Amendment, the terms of this First Amendment shall control.

4.7WAIVER OF JURY TRIAL.    LTI HEREBY WAIVES ITS RIGHT TO TRIAL BY JURY OF ANY CLAIMS IT HAS OR HEREAFTER MAY
HAVE AGAINST U.S. BANK (INCLUDING CROSS-CLAIMS AND COUNTERCLAIMS), WHETHER ANY SUCH CLAIM ARISES OUT OF CONTRACT, TORT, OR OTHERWISE AND WHETHER ANY SUCH CLAIM ARISES BEFORE OR AFTER THE DATE OF THIS
FIRST AMENDMENT.

4.8Applicable Law.    This First Amendment, the Credit Agreement, and any other instruments or agreements required
or contemplated under this First Amendment shall be governed by and construed under the laws of the state of Washington, without regard to principles of conflicts of law.

4.9WRITING REQUIREMENT.    ORAL AGREEMENTS OR ORAL COMMITMENTS TO LOAN MONEY, EXTEND CREDIT, OR TO FORBEAR FROM
ENFORCING REPAYMENT OF A DEBT ARE NOT ENFORCEABLE UNDER WASHINGTON LAW.

|LOUD TECHNOLOGIES, INC. |                                                 | U.S. BANK NATIONAL ASSOCIATION
|----------------------- | ----------------------------------------------- | ------------------------------
|By                      | /s/TIM O'NEILTim O'Neil
Chief Financial Officer |                               

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ANNEX I        CONSENT AND REAFFIRMATION OF GUARANTIES  AND SECURITY AGREEMENTS

Mackie Designs, Inc. (which formerly was known as Mackie Designs Manufacturing, Inc.), Mackie Investment Co., and SIA Software Company, Inc.,
hereby consent to the terms of the foregoing First Amendment of Second Amended and Restated Subordinated Credit Agreement and acknowledge and reaffirm their obligations under the guaranties and
security agreements they executed on or about March 31, 2003, in favor of U.S. Bank with respect to the obligations of LOUD Technologies, Inc. (formerly known as Mackie
Designs, Inc.) to U.S. Bank under the Second Amended and Restated Subordinated Credit Agreement and the New Term Loan Note.

Dated
as of April 16, 2004.

|MACKIE DESIGNS, INC.(formerly known as Mackie Designs Manufacturing, Inc.) |                                        | MACKIE INVESTMENT CO.
|-------------------------------------------------------------------------- | -------------------------------------- | ---------------------
|By                                                                         | /s/TIM O'NEILTim O'Neil
Vice President |                      
|SIA SOFTWARE COMPANY, INC.                                                 |                                        |                      
|By                                                                         | /s/TIM O'NEILTim O'Neil
Vice President |                      
|                                                                           |                                        |                      

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