##### Table of Contents



UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
 WASHINGTON, DC 20549
 FORM 10-K/A
 (Amendment No. 1)
 (Mark One)
 þ
    
    ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
 For the fiscal year ended December 31, 2007
 OR
 o
    
    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
 For the transition period from  to
 Commission File Number 0-26524
 LOUD TECHNOLOGIES INC.
 (Exact name of registrant as specified in its charter)
 Washington
(State or other jurisdiction of 
incorporation or organization)
    
    91-1432133
(I.R.S. Employer Identification No.)
 16220 Wood-Red Road, N.E., Woodinville, Washington 98072
(Address of Principal Executive Offices)
 Registrants telephone number, including area code: (425) 487-4333
Securities registered pursuant to Section 12(b) of the Act:
 Title of Each Class
    
    Name of Each Exchange on Which RegisteredNone
    
    None
 Securities registered pursuant to Section 12(g) of the Act: Common Stock, no par value
 o þ
 o þ
 þ o
 o
  Large accelerated filer o
    
    Accelerated filer o
    
    Non-accelerated filer þ
    
    Smaller reporting company o(Do not check if a smaller reporting company)
 o þ




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EXPLANATORY STATEMENT




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##### 



LOUD TECHNOLOGIES INC.
FORM 10-K/A
 INDEX
 PagePart III
    
    
    
    4Item 10.
    
    Directors, Executive Officers and Corporate Governance
    
    4Item 11.
    
    Executive Compensation
    
    7Item 12.
    
    Security Ownership of Certain Beneficial Owners and Management and Related
Stockholder Matters
    
    17Item 13.
    
    Certain Relationships and Related Transactions, and Directors Independence
    
    19Item 14.
    
    Principal Accountant Fees and Services
    
    20Part
IVItem 15.
    
    Exhibits, Financial
Statements and Schedules
    
    21Signatures
    
    
    
    22EXHIBIT 31.1EXHIBIT 31.2EXHIBIT 32.1




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PART III
 
 Item 10. Directors, Executive Officers and Corporate Governance.
 DIRECTORS, EXECUTIVE OFFICERS
AND KEY EMPLOYEES
  Name
    
    Age
    
    PositionDirectors:James T. Engen
    
    
    45
    
    
    Chairman, President, Chief Executive Officer and Director (Class 1)Jon. W. Gacek(1)
    
    
    46
    
    
    Director (Class 1)R. Lynn Skillen
    
    
    52
    
    
    Director (Class 1)Thomas V. Taylor(2)
    
    
    42
    
    
    Director (Class 2)Jason H. Neimark
    
    
    37
    
    
    Director (Class 2) and Vice PresidentKevin J. Calhoun
    
    
    47
    
    
    Director (Class 2)Mark E. Kuchenrither(2)
    
    
    46
    
    
    Director (Class 2), Vice President and Assistant SecretaryClarence E. Terry
    
    
    61
    
    
    Director (Class 3) and Vice PresidentC. Daryl Hollis(1)
    
    
    64
    
    
    Director (Class 3)George R. Rea(1)
    
    
    70
    
    
    Director (Class 3)Other Executive Officers and Key Employees:Gerald Y. Ng
    
    
    46
    
    
    Chief Financial Officer, Senior Vice President, Treasurer
and SecretaryGary M. Reilly
    
    
    55
    
    
    Senior Vice President Engineering
 
 (1)
    
    Member of the Audit Committee.(2)
    
    Member of the Compensation & Options Committee. Directors 
 James T. Engen
 4




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##### Table of Contents



Jon W. Gacek
 R. Lynn Skillen
 Clarence E. (Bud) Terry
 Jason H. Neimark
 Kevin J. Calhoun
 5




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Thomas V. Taylor
 Mark E. Kuchenrither,
 C. Daryl Hollis
 George R. Rea
 Other Executive Officers and Key Employees
 Gerald Y. Ng
 Gary M. Reilly
 ADDITIONAL INFORMATION CONCERNING THE BOARD OF DIRECTORS
 6




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Committees
     
 Item 11. Executive Compensation.
 EXECUTIVE COMPENSATION
Compensation Discussion and Analysis
 Overview of Compensation Program
  7




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Compensation Philosophy and Objectives
   Role of Executive Officers in Compensation Decisions
  8




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Setting Executive Compensation
      2007 Executive Compensation Components
  
    
    Base salary;
    
    Incentive payments pursuant to the Management Incentive Plan;
    
    Stock option plan; and
    
    Perquisites and personal benefits.
  Base Salary
 9




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Incentive payments pursuant to the Management Incentive Plan.
  
  Stock Option Plan
  1995 Stock Option Plan
  
 10




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##### Table of Contents



2003 Stock Option Plan
  
    Perquisites and Other Personal Benefits.
 Retirement Plans
  Policy of Deductibility of Compensation
 11




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Executive Employment Agreements
 James T. Engen Employment Agreement.
 Potential Payments Upon Termination or Change in Control
     12




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Value of AcceleratedEquity AwardsName
    
    ($)James T. Engen
    
    $
    139,536
    (1)Gary M. Reilly
    
    $
    48,960
    (1)Shawn C. Powers
    
    $
    40,800
    (1)Gerald Y. Ng
    
    $
    0
    (1)Timothy P. ONeil
    
    $
    0
    (1)
 
 (1)
    
    Based on a closing stock price on December 31, 2007 of $6.80 13




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SUMMARY COMPENSATION TABLE
 Non-EquityIncentive PlanCompensation
    
    All OtherSalary
    
    Bonus
    
    Stock Awards
    
    Options Awards
    
    (1)
    
    Compensation(2)
    
    TotalName and Principal Position
    
    Year
    
    ($)
    
    ($)
    
    ($)
    
    ($)
    
    ($)
    
    ($)
    
    ($)James T. Engen
    
    
    2005
    
    
    $
    325,000
    
    
    
    
    
    
    
    
    
    
    
    71,237
    
    
    
    131,556
    (3)
    
    
    4,433
    
    
    
    532,226Chairman, President,
    
    
    2006
    
    
    
    325,000
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    68,567
    (3)
    
    
    6,450
    
    
    
    400,017Chief Executive Officer
    
    
    2007
    
    
    
    335,000
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    51,263
    (3)
    
    
    
    
    
    
    386,263and DirectorTimothy P. ONeil(7)
    
    
    2005
    
    
    
    190,000
    
    
    
    
    
    
    
    
    
    
    
    30,530
    
    
    
    70,000
    (4)
    
    
    4,433
    
    
    
    294,963Chief Financial
    
    
    2006
    
    
    
    190,000
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    49,867
    (4)
    
    
    6,450
    
    
    
    246,317Officer, Senior
    
    
    2007
    
    
    
    200,000
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    34,175
    (4)
    
    
    
    
    
    
    234,175Vice President,
Treasurer and
SecretaryGerald Y. Ng
    
    
    2007
    
    
    
    220,000
    
    
    
    10,000
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    230,000Chief Financial
Officer, Senior
Vice President,
Treasurer and
SecretaryShawn C. Powers(7)
    
    
    2005
    
    
    
    154,000
    
    
    
    
    
    
    
    
    
    
    
    71,237
    
    
    
    77,600
    (5)
    
    
    4,433
    
    
    
    307,270Senior Vice President
    
    
    2006
    
    
    
    165,000
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    37,400
    (5)
    
    
    5,977
    
    
    
    208,377Operations
    
    
    2007
    
    
    
    170,000
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    23,923
    (5)
    
    
    
    
    
    
    193,923Gary M Reilly
    
    
    2005
    
    
    
    160,000
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    30,000
    (6)
    
    
    
    
    
    
    190,000Senior Vice President
    
    
    2006
    
    
    
    160,000
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    18,700
    (6)
    
    
    5,629
    
    
    
    184,329Engineering
    
    
    2007
    
    
    
    165,000
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    23,923
    (6)
    
    
    
    
    
    
    188,923
 
 (1)
    
    See the Grants of Plan Based Awards table for the individual payout amounts for the 2007 Management Incentive Plan.(2)
    
    The amounts reflected in this column consist of payments made by the Company for the named executives for matching contributions under its 401(k) profit sharing plan.(3)
    
    Mr. Engens incentive payments pursuant to the Management Incentive Plan for 2005 includes $55,000 in management and incentive plan earned and paid in 2005 and $68,567 in management and incentive plan earned
in 2005 but paid in 2006 and $51,263 in management and incentive plan earned in 2006 but paid in 2007.(4)
    
    Mr. ONeils incentive payments pursuant to the Management Incentive Plan for 2005 includes $40,000 in management and incentive plan earned and paid in 2005 and $49,867 in management and incentive plan
earned in 2005 but paid in 2006 and $34,175 in management and incentive plan earned in 2006 but paid in 2007.(5)
    
    Mr. Powers incentive payments pursuant to the Management Incentive Plan for 2005 includes $30,000 in management and incentive plan earned and paid in 2005 and $37,400 in incentive payments pursuant to the
Management Incentive Plan that were earned in 2005 but paid in 2006 and $23,923 in management and incentive plan earned in 2006 but paid in 2007.(6)
    
    Mr. Reillys incentive payments pursuant to the Management Incentive Plan for 2005 includes $30,000 in management and incentive plan earned and paid in 2005 and $18,700 in incentive payments pursuant to the
Management Incentive Plan that were earned in 2005 but paid in 2006 and $23,923 in management and incentive plan earned in 2006 but paid in 2007.(7)
    
    Timothy P. ONeil resigned on June 30, 2007 and Shawn C. Powers resigned on 12/31/07. The Company did not employ any other Executive Officers at 12/31/07. 14




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Outstanding Equity Awards at Fiscal Year-End
  Option AwardsEquity IncentiveNumber of
    
    Plan Awards: NumberNumber of Securities
    
    Securities
    
    of SecuritiesUnderlying
    
    Underlying
    
    UnderlyingUnexercised Options
    
    Unexercised Options
    
    Unexercised
    
    Option Exercise(#)
    
    (#)
    
    Unearned Options
    
    Price
    
    Option ExpirationName
    
    Exercisable
    
    Unexercisable
    
    (#)
    
    ($)
    
    DateJames T. Engen
    
    
    64,000
    (1)
    
    
    16,000
    
    
    
    
    
    
    $
    5.20
    
    
    
    07/23/13640
    (2)
    
    
    160
    
    
    
    
    
    
    
    6.75
    
    
    
    09/02/13640
    (3)
    
    
    160
    
    
    
    
    
    
    
    11.30
    
    
    
    03/22/142,800
    (4)
    
    
    4,200
    
    
    
    
    
    
    
    14.75
    
    
    
    06/28/1520,000
    (5)
    
    
    
    
    
    
    
    
    
    
    23.75
    
    
    
    09/21/093,000
    (6)
    
    
    
    
    
    
    
    
    
    
    25.30
    
    
    
    01/01/1110,000
    (7)
    
    
    
    
    
    
    
    
    
    
    27.50
    
    
    
    01/01/1010,000
    (8)
    
    
    
    
    
    
    
    
    
    
    27.50
    
    
    
    05/16/1120,000
    (9)
    
    
    
    
    
    
    
    
    
    
    31.25
    
    
    
    10/26/08Gary M. Reilly
    
    
    48,960
    (10)
    
    
    7,200
    
    
    
    
    
    
    
    13.75
    
    
    
    07/11/15Shawn C. Powers
    
    
    7,200
    (3)
    
    
    1,800
    
    
    
    
    
    
    
    11.30
    
    
    
    03/22/142,800
    (4)
    
    
    4,200
    
    
    
    
    
    
    
    14.75
    
    
    
    06/28/15Gerald Y. Ng
    
    
    0
    (11)
    
    
    30,000
    
    
    
    
    
    
    
    9.51
    
    
    
    07/23/17Timothy P. ONeil
    
    
    0
    (1)(4))
    
    
    
    
    
    
    
    
    
    
    5.20
    
    
    
    07/23/1314.75
    
    
    
    06/28/15
 
 (1)
    
    Vesting began July 24, 2003 pursuant to a 5-year equal annual vesting schedule in the 2003 Stock Option Plan.(2)
    
    Vesting began September 2, 2003 pursuant to a 5-year equal annual vesting schedule in the 2003 Stock Option Plan.(3)
    
    Vesting began March 22, 2004 pursuant to a 5-year equal annual vesting schedule in the 2003 Stock Option Plan.(4)
    
    Vesting began June 28, 2005 pursuant to a 5-year equal annual vesting schedule in the 2003 Stock Option Plan.(5)
    
    Vesting began September 21, 1999 pursuant to a 4-year equal annual vesting schedule in the 1995 Stock Option Plan.(6)
    
    Vesting began January 1, 2001 pursuant to a 4-year equal annual vesting schedule in the 1995 Stock Option Plan.(7)
    
    Vesting began January 1, 2000 pursuant to a 4-year equal annual vesting schedule in the 1995 Stock Option Plan.(8)
    
    Vesting began May 16, 2001 pursuant to a 4-year equal annual vesting schedule in the 1995 Stock Option Plan.(9)
    
    Vesting began October 26, 1998 pursuant to a 4-year equal annual vesting schedule in the 1995 Stock Option Plan.(10)
    
    Vesting began on July 11, 2005 pursuant to a 5-year equal annual vesting schedule in the 2003 Stock Option Plan.(11)
    
    Vesting began on July 23, 2007 pursuant to a 5-year equal annual vesting schedule in the 2003 Stock Option Plan. 15




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Option Exercises And Stock Vested
  Grants of Plan Based Awards
 All OtherAll Other
    
    Option Awards:Estimated Future Payouts Under
    
    Estimated Future Payouts Under
    
    Stock Awards:
    
    Number of
    
    
    
    
    
    Grant Date FairCompensation and
    
    Non-Equity Incentive Plan Awards
    
    Equity Incentive Plan Awards
    
    Number of Shares of
    
    Securities
    
    Exercise or Base
    
    Value of Stock andOptions Committee
    
    Threshold
    
    Target
    
    Maximum
    
    Threshold
    
    Target
    
    Maximum
    
    Stock or Units
    
    Underlying Options
    
    Price of Option
    
    Option AwardsName
    
    Grant Date
    
    Approval Date
    
    ($)
    
    ($)
    
    ($)
    
    (#)
    
    (#)
    
    (#)
    
    (#)
    
    (#)
    
    Awards ($/sh)
    
    ($)James T. Engen(1)
    
    
    03/08/07
    
    
    
    03/08/07
    
    
    $
    1
    
    
    
    167,500
    
    
    
    502,500
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Gerald Y. Ng(2)
    
    
    06/11/07
    
    
    
    06/11/07
    
    
    
    1
    
    
    
    75,000
    
    
    
    225,000
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Shawn C. Powers(3)
    
    
    03/08/07
    
    
    
    03/08/07
    
    
    
    1
    
    
    
    75,000
    
    
    
    225,000
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Gary M. Reilly(4)
    
    
    03/08/07
    
    
    
    03/08/07
    
    
    
    1
    
    
    
    75,000
    
    
    
    225,000
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Timothy P. ONeil
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
 
 (1)
    
    Mr. Engens 2007 management and incentive plan payout was $0.(2)
    
    Mr. Ngs 2007 management and incentive plan payout was $0.(3)
    
    Mr. Powers 2007 management and incentive plan payout was $0.(4)
    
    Mr. Reillys 2007 management and incentive plan payout was $0. DIRECTOR COMPENSATION
   16




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Change in PensionValue andNonqualifiedNon-Equity
    
    DeferredFees Earned or
    
    Stock
    
    Option
    
    Incentive Plan
    
    Compensation
    
    All OtherPaid in Cash
    
    Awards
    
    Awards
    
    Compensation
    
    Earnings
    
    Compensation(1)
    
    TotalName
    
    ($)
    
    ($)
    
    ($)
    
    ($)
    
    ($)
    
    ($)
    
    ($)George R. Rea
    
    $
    25,000
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    25,000Jon W. Gacek
    
    
    25,000
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    25,000C. Daryl Hollis(2)
    
    
    37,500
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    1,931
    
    
    
    39,431
 
 (1)
    
    The amounts reflected in this column consist of payments made by the Company for reimbursable out-of-pocket expenses incurred while attending meetings of the Board or Board committees.(2)
    
    As the Audit Committee Chair, Mr. Hollis received a 50% premium on his $25,000 annual salary. COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
  COMPENSATION AND OPTIONS COMMITTEE REPORT
  
 
 Item
12.  Security Ownership of Certain Beneficial Owners and Management
and Related Stockholder Matters.
 EQUITY COMPENSATION PLAN INFORMATION TABLE
  (a)
    
    (b)Number of securities to be
    
    Weighted-average
    
    (c) Number of securities remainingissued upon exercise of
    
    exercise price of
    
    available for future issuance underoutstanding options,
    
    outstanding options,
    
    equity compensation plans (excludingPlan Category
    
    warrants and rights
    
    warrants and rights
    
    securities reflected in Column (a))Equity compensation
plans approved by
security holders
    
    
    365,216
    
    
    
    15.22
    
    
    
    1,080,335Total
    
    
    365,216
    
    
    
    15.22
    
    
    
    1,080,335
 17




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BENEFICIAL OWNERSHIP OF PRINCIPAL SHAREHOLDERS, DIRECTORS AND MANAGEMENT
  Amount and Nature of BeneficialOwnership of Common Shares as of MarchNames
    
    31, 2008(1)
    
    Percent of ClassSun Mackie,
LLC and related entities(2)
    
    
    3,700,927
    (3)
    
    
    76.2
    %James T. Engen
    
    
    150,740
    (5)
    
    
    3.1
    %Shawn C. Powers
    
    
    10,000
    (6)
    
    
    *Gary M. Reilly
    
    
    4,800
    (7)
    
    
    *Timothy P. ONeil
    
    
    
    
    
    
    *Gerald Y. Ng
    
    
    
    
    
    
    *All current
directors and executive officers as a group (ten persons)
    
    
    181,140
    (8)
    
    
    3.7
    %
 
 *
    
    Less than 1%.(1)
    
    A person is deemed to be the beneficial owner of securities if he or she has or shares the power to vote them or to direct their
investment or has the right to acquire beneficial ownership of such securities within 60 days through the exercise of any option,
warrant, or right of conversion of a security or otherwise. All share numbers are adjusted to reflect the 1-for-5 reverse split
effected on November 17, 2005.(2)
    
    Address is c/o Sun Capital Partners, LLC, 5200 Town Center Circle, Suite 600, Boca Raton, FL 33486.(3)
    
    These shares consist of (i) 3,591,588 shares held directly by Sun Mackie; (ii) 109,339 shares held by certain parties to a
Shareholders Agreement, dated as of February 21, 2003, by and among the Company, Sun Mackie and the other parties thereto, with respect
to which Sun Mackie has sole voting power, and (iii) 1,508,260 shares related to the Convertible Senior Subordinated Secured Promissory
Note dated March 18, 2008, the original principal amount of $7.5 million and in which interest is payable in kind on a quarterly basis.(4)
    
    Messrs. Leder and Krouse each own 50% of the membership interests in Sun Capital Partners, LLC (Sun Partners LLC), which in turn
is the general partner of Sun Capital Advisors II, LP (Sun Advisors II), which in turn is the general partner of Sun Capital Partners
II, LP (Sun Partners II LP). Messrs. Leder and Krouse also each own 50% of the membership interest in Sun Capital Partners III, LLC
(Sun Capital Partners III LLC), which in turn is the general partner and managing partner of Sun Capital Advisors III, LP (Sun
Capital Advisors III), which in turn is the general partner of Sun Capital Partners III, LP (Sun Partners III LP) and Sun Capital
Partners III QP, LP (Sun Partners III QP, LP). Together, Sun Partners II, LP, Sun Partners III, LP and Sun Partners III QP, LP own
all the membership interests in Sun Mackie, LLC. As a result, Messrs. Leder and Krouse, Sun Partners LLC, Sun Partners III LLC, Sun
Advisors III, Sun Partners II LP, Sun Partners III LP and Sun Partners III QP, LP may be deemed to have indirect beneficial ownership
of the securities owned directly by Sun Mackie. Messrs. Leder and Krouse, Sun Partners LLC, Sun Partners III, LLC, Sun Advisors II, Sun
Advisors III, Sun Partners II LP, Sun Partners III LP and Sun Partners III QP, LP each expressly disclaims beneficial ownership of any
securities in which they do not have a pecuniary interest.(5)
    
    Includes options to purchase 146,830 shares of the Company stock exercisable within 60 days of March 31, 2008.(6)
    
    Includes options to purchase 10,000 shares of the Company stock exercisable within 60 days of March 31, 2008.(7)
    
    Includes options to purchase 4,800 shares of the Company stock exercisable within 60 days of March 31, 2008.(8)
    
    Includes options to purchase 97,872 shares of the Company stock exercisable within 60 days of March 31, 2008. 18




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Item 13.  Certain Relationships and Related Transactions, and Director Independence.
         19




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Item 14.  Principal Account Fees and Services.
 INDEPENDENT PUBLIC ACCOUNTANTS
  Fees
  2007
    
    2006Audit Fees
    
    $
    822,000
    
    
    $
    390,000Tax Fees
    
    $
    222,000
    
    
    $
    123,000
   Pre-Approval Policy
  20




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##### Table of Contents



PART IV Item 15. Exhibits, Financial Statement Schedules (a)(3)
    
    Documents filed as part of this report:
 Exhibits: See Index to Exhibits on Page 24.
 21




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SIGNATURES
  LOUD TECHNOLOGIES INC.By:
    /s/ James T. EngenJames T. EngenChairman, President, Chief Executive Officer and DirectorDate:  April 29, 2008  Signature
    
    Title/s/ James T. Engen
    
    Chairman, President, Chief Executive Officer and DirectorJames T. Engen/s/ Gerald Y. Ng
    
    Chief Financial Officer, Senior Vice President, Secretary andGerald Y. Ng
    
    Treasurer (Principal Financial and Accounting Officer)/s/ Jason H. Neimark
    
    Director and Vice PresidentJason H. Neimark/s/ Clarence E. Terry
    
    Director and Vice PresidentClarence E. Terry/s/ R. Lynn Skillen
    
    DirectorR. Lynn Skillen/s/ Mark Kuchenrither
    
    DirectorMark Kuchenrither/s/ Kevin J. Calhoun
    
    DirectorKevin J. Calhoun/s/ Thomas V. Taylor
    
    DirectorThomas V. Taylor
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##### Table of Contents



Signature
    
    Title/s/ Jon W. Gacek
    
    DirectorJon W. Gacek/s/ George Rea
    
    DirectorGeorge Rea/s/ C. Daryl Hollis
    
    DirectorC. Daryl Hollis
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##### Table of Contents



INDEX TO EXHIBITS
 Exhibits
    
    Description 2.1
    
    Stock Purchase Agreement, dated as of January 16, 2003, by and among Sun Mackie, LLC,
Mackie Designs Inc., Gregory Mackie, on behalf of himself and as the sole trustee of the
Clair Mackie Irrevocable Trust, the Nathalia Mackie Irrevocable Trust, the Kathleen Staples
Irrevocable Trust and the Christine Radke Irrevocable Trust, and C. Marcus Sorenson and
Judith B. Sorenson, as co-trustees of the Children of Matthew Adam Sorenson Irrevocable
Trust, the Children of Karen Marie Lopez Irrevocable Trust, the Children of Kimberly Kaye
Parker Irrevocable Trust, the Matthew Adam Sorenson Irrevocable Trust, the Karen Marie Lopez
Irrevocable Trust, the Kimberly Kaye Parker Irrevocable Trust and the Sorenson Family Trust.
Incorporated by reference to Exhibit 2.1 to Current Report on Form 8-K dated January 16,
2003.2.2
    
    First Amendment to Stock Purchase Agreement, dated as of February 7, 2003, by and among Sun
Mackie, LLC, Mackie Designs Inc., Gregory Mackie, on behalf of himself and as the sole
trustee of the Clair Mackie Irrevocable Trust, the Nathalia Mackie Irrevocable Trust, the
Kathleen Staples Irrevocable Trust and the Christine Radke Irrevocable Trust, and C. Marcus
Sorenson and Judith B. Sorenson, as co-trustees of the Children of Matthew Adam Sorenson
Irrevocable Trust, the Children of Karen Marie Lopez Irrevocable Trust, the Children of
Kimberly Kaye Parker Irrevocable Trust, the Matthew Adam Sorenson Irrevocable Trust, the
Karen Marie Lopez Irrevocable Trust, the Kimberly Kaye Parker Irrevocable Trust and the
Sorenson Family Trust. Incorporated by reference to Exhibit 2.1 to Current Report on Form
8-K dated February 21, 2003.2.3
    
    Second Amendment to Stock Purchase Agreement, dated as of February 13, 2003, by and among
Sun Mackie, LLC, Mackie Designs Inc., Gregory Mackie, on behalf of himself and as the sole
trustee of the Clair Mackie Irrevocable Trust, the Nathalia Mackie Irrevocable Trust, the
Kathleen Staples Irrevocable Trust and the Christine Radke Irrevocable Trust, and C. Marcus
Sorenson and Judith B. Sorenson, as co-trustees of the Children of Matthew Adam Sorenson
Irrevocable Trust, the Children of Karen Marie Lopez Irrevocable Trust, the Children of
Kimberly Kaye Parker Irrevocable Trust, the Matthew Adam Sorenson Irrevocable Trust, the
Karen Marie Lopez Irrevocable Trust, the Kimberly Kaye Parker Irrevocable Trust and the
Sorenson Family Trust. Incorporated by reference to Exhibit 2.2 to Current Report on Form
8-K dated February 21, 2003.2.4
    
    Third Amendment to Stock Purchase Agreement, dated as of February 21, 2003, by and among
Sun Mackie, LLC, Mackie Designs Inc., Gregory Mackie, on behalf of himself and as the sole
trustee of the Clair Mackie Irrevocable Trust, the Nathalia Mackie Irrevocable Trust, the
Kathleen Staples Irrevocable Trust and the Christine Radke Irrevocable Trust, and C. Marcus
Sorenson and Judith B. Sorenson, as co-trustees of the Children of Matthew Adam Sorenson
Irrevocable Trust, the Children of Karen Marie Lopez Irrevocable Trust, the Children of
Kimberly Kaye Parker Irrevocable Trust, the Matthew Adam Sorenson Irrevocable Trust, the
Karen Marie Lopez Irrevocable Trust, the Kimberly Kaye Parker Irrevocable Trust and the
Sorenson Family Trust. Incorporated by reference to Exhibit 2.3 to Current Report on Form
8-K dated February 21, 2003.2.5
    
    Management Services Agreement, dated as of February 21, 2003 by and between Mackie Designs
Inc. and Sun Capital Partners Management, LLC. Incorporated by reference to Exhibit 2.4 to
Current Report on Form 8-K dated February 21, 2003.
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    Table of Contents  Exhibits
    
    Description 2.6
    
    Post-Closing Funding Agreement, dated as of February 21, 2003, by and between Mackie
Designs Inc. and Sun Mackie, LLC. Incorporated by reference to Exhibit 2.5 to Current Report
on Form 8-K dated February 21, 2003.2.7
    
    Agreement by and among LOUD Technologies Inc., Mackie Designs (Netherlands) B.V. and Knight
Italia S.p.A. Incorporated by reference to Exhibit 2.8 to Current Report on Form 8-K dated
December 10, 2003.2.8
    
    Irrevocable Offer Letter from Knight Italia S.p.A. Incorporated by reference to Exhibit 2.9
to Current Report on Form 8-K dated December 10, 2003.2.9
    
    Irrevocable Offer Letter from LOUD Technologies Inc. Incorporated by reference to Exhibit
2.10 to Current Report on Form 8-K dated December 10, 2003.2.10
    
    Concordato Preventivo Petition dated as of December 6, 2003, by Mackie Designs (Italy)
S.p.A. Incorporated by reference to Exhibit 2.11 to Current Report on Form 8-K dated December
10, 2003.2.11
    
    Acquisition Agreement dated March 4, 2005 by and among SLM Merger Corp., SLM Holding
Corp., LOUD Technologies Inc. and St. Louis Music, Inc. Incorporated by reference to Exhibit
2.1 to Current Report on Form 8-K dated March 7, 2005.3.1
    
    Restated Articles of Incorporation. Incorporated by reference to Exhibit 3.1 to
Registration Statement filed under the Securities Act of 1933 on Form S-1, as amended,
Registration No. 33-93514.3.2
    
    Articles of Amendment to Article of Incorporation. Incorporated by reference to Exhibit
3.1.1 to Annual Report on Form 10-K for the fiscal year ended December 31, 2003.3.3
    
    Second Amended and Restated Bylaws. Incorporated by reference to Exhibit 3.2 to Annual
Report as Form 10-K for the fiscal year ended December 31, 2002.4.1
    
    See Articles II, III, IV, IX, X and XI of Exhibit 3.1 and Articles I, V, VI and VII of
Exhibit 3.2 confirming the rights of the holders of Common Stock.10.1
    
    Mackie Designs Inc. Third Amended and Restated 1995 Stock Option Plan. Incorporated by
reference to Exhibit 10.1 to Annual Report on Form 10-K for the fiscal year ended December
31, 2001.10.2
    
    Mackie Designs Inc. 2003 Stock Option Plan. Incorporated by reference to Exhibit 10.1.1 to
Registration Statement filed under the Securities Act of 1933 on Form S-8 dated July 15,
2003.10.3
    
    Industrial Lease, dated December 15, 1994, by and between Mackie Holdings, L.L.C. and
Mackie Designs Inc. Incorporated by reference to Exhibit 10.3 to Registration Statement
filed under the Securities Act of 1933 on Form S-1, as amended, Registration No. 33-93514.10.4
    
    Amendment to Industrial Lease dated December 12, 2001 by and between Mackie Holdings,
L.L.C. and Mackie Designs Inc. Incorporated by reference to Exhibit 10.2.1 to Annual Report
on Form 10-K for the fiscal year ended December 31, 2001.10.5
    
    Industrial Real Estate Lease dated April 28, 1995, by and between Woodinville II LLC,
successor in interest to Intrawest Properties Partnership U.S. and Mackie Designs Inc.
Incorporated by
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    Table of Contents  Exhibits
    
    Description reference to Exhibit 10.4 to Registration Statement filed under the
Securities Act of 1933 on Form S-1, as amended, Registration No. 33-93514.
 10.6
    
    Mackie Designs Inc. 401(k) Profit Sharing Plan dated December 20, 1993. Incorporated by
reference to Exhibit 10.15 to Registration Statement filed under the Securities Act of 1933
on Form S-1, as amended, Registration No. 33-93514.10.7
    
    Loan and Security Agreement, dated March 31, 2003, by and among Mackie Designs Inc. and
Mackie Designs UK Plc, as borrowers, Mackie Designs Manufacturing, Inc., SIA Software
Company, Inc. and Mackie Investment Co., as guarantors, and Congress Financial Corporation,
as agent for and on behalf of the financial institutions which are parties thereto as
lenders, and the financial institutions named from time to time as parties thereto as
lenders. Incorporated by reference to Exhibit 10.1 to Current Report on Form 8-K dated March
31, 2003.10.8
    
    Amendment No. 2 and Waiver to Loan and Security Agreement, dated April 16, 2004, by and
among LOUD Technologies Inc. and LOUD Technologies (Europe) Plc, as borrowers; Mackie Designs
Inc., SIA Software Company, and Mackie Investment Co. as guarantors; and Congress Financial
Corporation, as agent for and on behalf of the financial institutions which are parties
thereto and the parties to the Loan Agreement as lenders. Incorporated by reference to
Exhibit 10.5.1 to Annual Report on Form 10-K for fiscal year ended December 31, 2003.10.9
    
    Amendment No. 3 and Waiver to Loan and Security Agreement, dated August 3, 2004, by and
among LOUD Technologies Inc. and LOUD Technologies (Europe) Plc, as borrowers; Mackie Designs
Inc., SIA Software Company, and Mackie Investment Co. as guarantors; and Congress Financial
Corporation, as agent for and on behalf of the financial institutions which are parties
thereto and the parties to the Loan Agreement as lenders. Incorporated by reference to
Exhibit 10.5.2 to Quarterly Report on Form 10-Q for the quarterly period ended September 30,
2004.10.10
    
    Amendment No. 4 and Waiver to Loan and Security Agreement, dated October 25, 2004, by and
among LOUD Technologies Inc. and LOUD Technologies (Europe) Plc, as borrowers; Mackie Designs
Inc., SIA Software Company, and Mackie Investment Co. as guarantors; and Congress Financial
Corporation, as agent for and on behalf of the financial institutions which are parties
thereto and the parties to the Loan Agreement as lenders. Incorporated by reference to
Exhibit 10.5.3 to Quarterly Report on Form 10-Q for the quarterly period ended September 30,
2004.10.11
    
    Term Promissory Note, dated March 31, 2003, made by Mackie Designs Inc. to the order of
Congress Financial Corporation in the principal amount of $2,500,000. Incorporated by
reference to Exhibit 10.2 to Current Report on Form 8-K dated March 31, 2003.10.12
    
    Pledge and Security Agreement, dated March 31, 2003, made by Mackie Designs Inc. to and in
favor of Congress Financial Corporation, in its capacity as agent pursuant to the Loan
Agreement acting for and on behalf of the financial institutions which are parties thereto as
lenders. Incorporated by reference to Exhibit 10.3 to Current Report on Form 8-K dated March
31, 2003.10.13
    
    Patent Collateral Assignment and Security Agreement, dated March 31, 2003, by and between
Mackie Designs Inc. and Congress Financial Corporation, in its capacity as agent pursuant to
the Loan Agreement acting for and on behalf of the financial institutions which are parties
thereto as lenders. Incorporated by reference to Exhibit 10.4 to Current Report on Form 8-K
dated March 31, 2003.10.14
    
    Copyright Collateral Assignment and Security Agreement, dated March 31, 2003, by and
between Mackie Designs Inc. and Congress Financial Corporation, in its capacity as agent
pursuant to the Loan Agreement acting for and on behalf of the financial institutions, which
are
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    Table of Contents  Exhibits
    
    Description parties thereto as lenders. Incorporated by reference to Exhibit 10.5 to Current Report
on Form 8-K dated March 31, 2003.
 10.15
    
    Trademark Collateral Assignment and Security Agreement, dated March 31, 2003, by and
between Mackie Designs Inc. and Congress Financial Corporation, in its capacity as agent
pursuant to the Loan Agreement acting for and on behalf of the financial institutions, which
are parties thereto as lenders. Incorporated by reference to Exhibit 10.6 to Current Report
on Form 8-K dated March 31, 2003.10.16
    
    Guarantee, dated March 31, 2003, made by Mackie Designs Manufacturing, Inc., SIA Software
Company, Inc. and Mackie Investment Co. for and on behalf of Mackie Designs Inc. in favor of
Congress Financial Corporation, in its capacity as agent pursuant to the Loan Agreement
acting for and on behalf of the financial institutions which are parties thereto as lenders,
and the financial institutions which are parties to the Loan Agreement as lenders.
Incorporated by reference to Exhibit 10.7 to Current Report on Form 8-K dated March 31,
2003.10.17
    
    Guarantee, dated March 31, 2003, made by Mackie Designs Inc., Mackie Designs
Manufacturing, Inc., SIA Software Company, Inc. and Mackie Investment Co. for and on behalf
of Mackie Designs UK Plc in favor of Congress Financial Corporation, in its capacity as
agent pursuant to the Loan Agreement acting for and on behalf of the financial institutions
which are parties thereto as lenders, and the financial institutions which are parties to
the Loan Agreement as lenders. Incorporated by reference to Exhibit 10.8 to Current Report
on Form 8-K dated March 31, 2003.10.18
    
    Second Amended and Restated Subordination Credit Agreement, dated March 31, 2003, between
and among U.S. Bank National Association, as lender, Mackie Designs Inc., as borrower, and
Mackie Designs Manufacturing, Inc., SIA Software Company, Inc., and Mackie Investment Co.,
as guarantors. Incorporated by reference to Exhibit 10.9 to Current Report on Form 8-K
dated March 31, 2003.10.19
    
    Intercreditor and Subordination Agreement, dated March 31, 2003, by and among Congress
Financial Corporation, in its capacity as agent pursuant to the Loan Agreement acting for
and on behalf of the financial institutions which are parties thereto as lenders, and the
financial institutions from time to time party to the Senior Loan Agreement as lenders, and
U.S. Bank National Association. Incorporated by reference to Exhibit 10.10 to Current
Report on Form 8-K dated March 31, 2003.10.20
    
    Stock Purchase Warrant, dated March 31, 2003, issued by Mackie Designs Inc. to Sun
Mackie, LLC for the right to purchase 1,179,429 shares of common stock. Incorporated by
reference to Exhibit 10.11 to Current Report on Form 8-K dated March 31, 2003.10.21
    
    Subordinated Promissory Note, dated March 31, 2003, made by Mackie Designs Inc. to the
order of Sun Mackie, LLC in the principal amount of $3,931,429. Incorporated by reference
to Exhibit 10.12 to Current Report on Form 8-K dated March 31, 2003.10.22
    
    Loan Agreement dated October 21, 1999 between James T. Engen and Mackie Designs, Inc. in
the amount of $250,000. Incorporated by reference to Exhibit 10.20 to Annual Report on Form
10-K for the fiscal year ended December 31, 1999.10.23
    
    Exchange Agreement dated August 3, 2004, among LOUD Technologies Inc., Sun Mackie, LLC,
Randolph Street Partners V, and H.I.G. Partners, Inc. Incorporated by reference to Exhibit
10.19 to current Report on Form 8-K dated August 3, 2004.
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    Table of Contents  Exhibits
    
    Description 
 10.24
    
    Credit Agreement, dated August 29, 2005, among Loud Technologies, Inc., St. Louis Music,
Inc., the financial institutions of other entities from time to time parties thereto, each as
a Lender, Merrill Lynch Capital, a division of Merrill Lynch Business Financial Services Inc.,
individually as a Lender, as Administrative Agent, Sole Bookrunner and Sole Lead Arranger, and
ING CAPITAL LLC, as Syndication Agent. Incorporated by reference to Exhibit 10.1 to Current
Report on Form 8-K dated August 29, 2005.10.25
    
    Securities Purchase Agreement, dated August 29, 2005, among Loud Technologies, Inc., St.
Louis Music, Inc., the other guarantors from time to time party thereto, and OCM Mezzanine
Fund, L.P. Incorporated by reference to Exhibit 10.2 to Current Report on Form 8-K dated
August 29, 2005.10.26
    
    Subordination Agreement, dated August 29, 2005, among Loud Technologies, Inc., St. Louis
Music, Inc., and certain of their subsidiaries, and Merrill Lynch Capital, a division of
Merrill Lynch Business Financial Services Inc., as Administrative Agent, and OCM Mezzanine
Fund, L.P. Incorporated by reference to Exhibit 10.3 to Current Report on Form 8-K dated
August 29, 2005.10.27
    
    Commercial Lease dated December 20, 2001, by and between Eugene M. Kornblum, Trustee of The
Eugene M. Kornblum Trust Agreement Dated July 18, 1997, as to an undivided 25% interest as
tenants in common; Helen H. Kornblum, Trustee of The Helen H. Kornblum Trust Agreement Dated
July 11, 1997, as to an undivided 25% interest as tenants in common; and Carole A. Simon and
Robert S. Simon, Trustees of The Carole A. Simon and Robert S. Simon Revocable Trust U/T/A
dated November 27, 1991, as to an undivided 50% interest as tenants in common, as landlord,
and St. Louis Music, Inc. as tenant.10.28
    
    Lease dated November 8, 2000, as amended to date, by and between Cornerstone Industrial Fund
I, L.L.C., as landlord, and Loud Technologies Inc., as tenant. Incorporated by reference to
Exhibit 10.30 to Annual Report on Form 10-K for the fiscal year ended December 31, 2005.10.29
    
    Refinancing loan agreement dated March 30, 2007, from Ableco Finance LLC. Incorporated by
reference to Annual Report on Form 10-K for the fiscal year ended December 31, 2006.10.30
    
    Refinancing security agreement dated March 30, 2007, from Ableco Finance LLC. Incorporated
by reference to Annual Report on Form 10-K for the fiscal year ended December 31, 2006.10.31
    
    Refinancing side letter dated April 10, 2007, from Ableco Finance LLC. Incorporated by
reference to Annual Report on Form 10-K for the fiscal year ended December 31, 2006.10.32
    
    Share Purchase Agreement by and between Grace Acquisition Co Limited, LOUD Technologies,
Inc., Vendors set forth in Part 1 of Schedule 1 to the Share Purchase Agreement and persons
set forth in Part 2 of Schedule 1 to the Share Purchase Agreement, dated March 6, 2007.
Incorporated by reference to Annual Report on Form 10-K for the fiscal year ended December 31,
2006.10.33
    
    Amendment No. 1 to Financing Agreement by and among LOUD Technologies Inc., Grace
Acquisition Co. Limited, as the borrowers, each subsidiary of the Parent listed on the
signature pages thereto, the lenders from time to time party thereto, Ableco Finance LLC, as
collateral agent for the lenders, and GMAC Commercial Finance LLC, as administrative agent for
the lenders, dated as of May 24, 2007. Incorporated by reference to Exhibit 10.1 to Current
Report on Form 8-K dated May 24, 2007.
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    Table of Contents  Exhibits
    
    Description
 10.34
    
    Waiver and Amendment No. 2 to Financing Agreement dated as of October 17, 2007, by and among
LOUD Technologies Inc., a Washington corporation, Grace Acquisition Co. Limited, a company
incorporated under the laws of England and Wales, certain subsidiaries of LOUD Technologies,
certain lenders, Ableco Finance LLC, a Delaware limited liability company (Ableco), as
collateral agent for the lenders, and GMAC Commercial Finance LLC (GMAC), as administrative
agent for the lenders. Incorporated by reference to Exhibit 10.1 to Current Report on Form
8-K dated October 17, 2007.10.35
    
    Waiver and Amendment No. 3 to Financing Agreement by and among LOUD Technologies Inc., Grace
Acquisition Co. Limited, as the borrowers, each subsidiary of the Parent listed on the
signature pages thereto, the lenders from time to time party thereto, Ableco Finance LLC, as
collateral agent for the lenders, and GMAC Commercial Finance LLC, as administrative agent for
the lenders, dated as of March 6, 2008. Incorporated by reference to Exhibit 10.1 to Current
Report on Form 8-K dated March 7, 2008.10.36
    
    Convertible Senior Subordinated Secured Promissory Note in favor of Sun Mackie, LLC, a
Delaware limited liability company, in the amount of $7,500,000, dated as of March 18, 2008.
Incorporated by reference to Exhibit 10.1 to Current Report on Form 8-K dated March 20, 2008.10.37
    
    Security Agreement by and among LOUD Technologies Inc., a Washington corporation, the other
Grantors listed on the signature pages thereto and those additional entities that hereafter
become parties thereto by executing the form of Supplement attached thereto as Annex 1, and
Sun Mackie, LLC, a Delaware limited liability company, dated as of March 18, 2008.
Incorporated by reference to Exhibit 10.2 to Current Report on Form 8-K dated March 20, 2008.21.1
    
    Subsidiaries of LOUD Technologies Inc. Incorporated by reference to Exhibit 21.1 to Annual
Report on Form 10-K for the fiscal year ended December 31, 2007. Incorporated by reference
to Exhibit 231 to Annual Report on Form 10-K for the fiscal year ended December 31, 2007.23.1
    
    Consent of KPMG LLP,-Independent Registered Public Accounting Firm.*31.1
    
    Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act
of 2002.*31.2
    
    Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act
of 2002.*32.1
    
    Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of
the Sarbanes-Oxley Act of 2002.
 
 *
    
    Filed herewith