Exhibit 10.7




 




GUARANTEE




 




March 31, 2003




 




Congress Financial Corporation (Florida), as Agent
  for and on behalf of the Lenders as

referred to below


777 Brickell Avenue, Suite 808


Miami, Florida 33131




 




Re:          Mackie Designs Inc. (“Borrower”)




 




Gentlemen:




 




Congress Financial

Corporation (Florida), in its capacity as agent pursuant to the Loan Agreement

(as hereinafter defined) acting for and on behalf of the financial institutions

which are parties thereto as lenders (in such capacity “Agent”), and the

financial institutions which are parties to the Loan Agreement as lenders

(individually, a “Lender” and collectively, “Lenders”) have entered into

financing arrangements with Borrower and the undersigned pursuant to which

Lenders (or Agent on behalf of Lenders) may make loans and advances and provide

other financial accommodations to Borrower as set forth in the Loan and

Security Agreement, dated of even date herewith, by and among Borrower, the

undersigned, Agent and Lenders (as the same now exists or may hereafter be

amended, modified, supplemented, extended, renewed, restated or replaced, the

“Loan Agreement”), and the other agreements, documents and instruments referred

to therein or at any time executed and/or delivered in connection therewith or

related thereto, including, but not limited to, this Guarantee (all of the

foregoing, together with the Loan Agreement, as the same now exist or may

hereafter be amended, modified, supplemented, extended, renewed, restated or

replaced, being collectively referred to herein as the “Financing Agreements”).




 




Due to the close business

and financial relationships between Borrower and each of the undersigned

(individually each a “Guarantor” and collectively, “Guarantors”), in

consideration of the benefits which will accrue to Guarantors and as an

inducement for and in consideration of Lenders (or Agent on behalf of Lenders)

making loans and advances and providing other financial accommodations to

Borrower pursuant to the Loan Agreement and the other Financing Agreements,

each Guarantor hereby jointly and severally agrees in favor of Agent and

Lenders as follows:




 




1.               Guarantee.




 




(a) Each Guarantor

absolutely and unconditionally, jointly and severally, guarantees and agrees to

be liable for the full and payment and performance when due of the following

(all of which are collectively referred to herein as the “Guaranteed

Obligations”):  (i) all obligations,

liabilities and indebtedness of any kind, nature and description of Borrower to

Agent and any Lender and/or their affiliates, including principal, interest,

fees, costs and expenses, however evidenced, whether as principal, surety,

endorser, guarantor or, otherwise, whether arising under the Loan Agreement,

any of the other Financing Agreements or otherwise, whether now existing or hereafter

arising, whether arising




 





























 




before, during or after the initial or any renewal term of the Loan

Agreement or after the commencement of any case with respect to Borrower under

the United States Bankruptcy Code or any similar statute (including, without

limitation, the payment of interest and other amounts, which would accrue and

become due but for the commencement of such case, whether or not such amounts

are allowed or allowable in whole or in part in any such case and including

loans, interest, fees, charges and expenses related thereto and all other

obligations of Borrower or its successors to Agent and any Lender arising after

the commencement of such case), whether direct or indirect, absolute or

contingent, joint or several, due or not due, primary or secondary, liquidated

or unliquidated, secured or unsecured, and however acquired by Agent or any

Lender and (ii) all expenses (including, without limitation, reasonable

attorneys’ fees and legal expenses) incurred by Agent or any Lender in connection

with the preparation, execution, delivery, recording, administration,

collection, liquidation, enforcement and defense of Borrower’s obligations,

liabilities and indebtedness as aforesaid to Agent or any Lender, the rights of

Agent or any Lender in any collateral or under this Guarantee and all other

Financing Agreements or in any way involving claims by or against Agent or any

Lender directly or indirectly arising out of or related to the relationships

between Borrower, any Guarantor or other Obligor (as hereinafter defined) and

Agent or any Lender, whether such expenses are incurred before, during or after

the initial or any renewal term of the Loan Agreement and the other Financing

Agreements or after the commencement of any case with respect to Borrower or

any Guarantor under the United States Bankruptcy Code or any similar statute.




 




(b) This Guarantee is a

guaranty of payment and not of collection. 

Each Guarantor agrees that Agent and Lenders need not attempt to collect

any Guaranteed Obligations from Borrower, any other Guarantor or any other

Obligor or to realize upon any collateral, but may require any Guarantor to

make immediate payment of all of the Guaranteed Obligations to Agent when due,

whether by maturity, acceleration or otherwise, or at any time thereafter.  Agent and Lenders may apply any amounts

received in respect of the Guaranteed Obligations to any of the Guaranteed

Obligations, in whole or in part (including reasonable attorneys’ fees and legal

expenses incurred by Agent or any Lender with respect thereto or otherwise

chargeable to Borrower or Guarantors) and in such order as Agent may elect.




 




(c) Payment by Guarantors

shall be made to Agent at the office of Agent from time to time on demand as

Guaranteed Obligations become due.  Guarantors

shall make all payments to Agent on the Guaranteed Obligations free and clear

of, and without deduction or withholding for or on account of, any setoff,

counterclaim, defense, duties, taxes, levies, imposts, fees, deductions,

withholding, restrictions or conditions of any kind.  One or more successive or concurrent actions may be brought

hereon against any Guarantor either in the same action in which Borrower or any

of the other Guarantors or any other Obligor is sued or in separate

actions.  In the event any claim or

action, or action on any judgment, based on this Guarantee is brought against

any Guarantor, each Guarantor agrees not to deduct, set-off, or seek any

counterclaim for or recoup any amounts which are or may be owed by Agent or any

Lender to any Guarantor.




 




(d)  Each Guarantor hereby agrees that to the

extent that a Guarantor shall have paid more than its proportionate share of

any payment made hereunder, such Guarantor shall be entitled to seek and




 




2





























 




receive contribution from and against any other Guarantor hereunder who

has not paid its proportionate share of such payment.  Each Guarantor’s right of contribution shall be subject to the

terms and conditions of Section (e) hereof. 

The provisions of this Section shall in no respect limit the obligations

and liabilities of any Guarantor to the Agent and the Lenders, and each

Guarantor shall remain liable to the Agent and the Lenders for the full amount

guaranteed by such Guarantor hereunder.




 




(e)  Notwithstanding any payment or payments made

by any of the Guarantors hereunder or any set-off or application of funds of

any of the Guarantors by any Lender, no Guarantor shall be entitled to be

subrogated to any of the rights of the Agent or any Lender against any Borrower

or any other Guarantor or any collateral security or guarantee or right of

offset held by any Lender for the payment of the Obligations, nor shall any

Guarantor seek or be entitled to seek any contribution or reimbursement from

any Borrower or any other Guarantor in respect of payments made by such

Guarantor hereunder, until all amounts owing to the Agent and the Lenders by

Borrowers on account of the Obligations are paid in full and Financing

Agreements are terminated.  If any

amount shall be paid to any Guarantor on account of such subrogation rights at

any time when all of the Obligations shall not have been paid in full, such

amount shall be held by such Guarantor in trust for the Agent and the Lenders,

segregated from other funds of such Guarantor, and shall, forthwith upon

receipt by such Guarantor, be turned over to the Agent in the exact form

received by such Guarantor (duly indorsed by such Guarantor to the Agent, if

required), to be applied against the Obligations, whether matured or unmatured,

in such order as the Agent may determine.




 




2.     Waivers and Consents.




 




(a) Notice of acceptance of

this Guarantee, the making of loans and advances and providing other financial

accommodations to Borrower and presentment, demand, protest, notice of protest,

notice of nonpayment or default and all other notices to which Borrower or any

Guarantor is entitled are hereby waived by each Guarantor.  Each Guarantor also waives notice of and

hereby consents to, (i) any amendment, modification, supplement, extension,

renewal, or restatement of the Loan Agreement and any of the other Financing

Agreements, including, without limitation, extensions of time of payment of or

increase or decrease in the amount of any of the Guaranteed Obligations, the

interest rate, fees, other charges, or any collateral, and the guarantee made

herein shall apply to the Loan Agreement and the other Financing Agreements and

the Guaranteed Obligations as so amended, modified, supplemented, renewed,

restated or extended, increased or decreased, (ii) the taking, exchange,

surrender and releasing of collateral or guarantees now or at any time held by

or available to Lender for the obligations of Borrower or any other party at

any time liable on or in respect of the Guaranteed Obligations or who is the

owner of any property which is security for the Guaranteed Obligations

(individually, an “Obligor” and collectively, the “Obligors”), including,

without limitation, the surrender or release by Agent of any one of Guarantors hereunder,

(iii) the exercise of, or refraining from the exercise of any rights against

Borrower, any Guarantor or any other Obligor or any collateral, (iv) the

settlement, compromise or release of, or the waiver of any default with respect

to, any of the Guaranteed Obligations and (v) any financing by Agent or any

Lender of Borrower under Section 364 of the United States Bankruptcy Code or

consent to the use of cash collateral by Agent or Lenders under Section 363 of

the United States Bankruptcy Code.  Each

Guarantor agrees that the amount of




 




3





























 




the Guaranteed Obligations shall not be diminished and the liability of

Guarantors hereunder shall not be otherwise impaired or affected by any of the

foregoing.




 




(b) No invalidity,

irregularity or unenforceability of all or any part of the Guaranteed

Obligations shall affect, impair or be a defense to this Guarantee, nor shall

any other circumstance which might otherwise constitute a defense available to

or legal or equitable discharge of Borrower in respect of any of the Guaranteed

Obligations, or any Guarantor in respect of this Guarantee, affect, impair or

be a defense to this Guarantee.  Without

limitation of the foregoing, the liability of any Guarantor hereunder shall not

be discharged or impaired in any respect by reason of any failure by Agent or

any Lender to perfect or continue perfection of any lien or security interest

in any collateral or any delay by Agent or any Lender in perfecting any such

lien or security interest.  As to

interest, fees and expenses, whether arising before or after the commencement

of any case with respect to Borrower under the United States Bankruptcy Code or

any similar statute, each Guarantor shall be liable therefor, even if Borrower’s

liability for such amounts does not, or ceases to, exist by operation of

law.  Each Guarantor acknowledges that

Agent and Lenders have not made any representations to any Guarantor with

respect to Borrower, any other Guarantor or Obligor or otherwise in connection

with the execution and delivery by any Guarantor of this Guarantee and each

Guarantor is not in any respect relying upon Agent or any Lender or any

statements by Agent or any Lender in connection with this Guarantee.




 




(c) Until all of the Guaranteed

Obligations have been fully and finally paid and satisfied in full in

immediately available funds and the Financing Agreements have been terminated,

(i) each Guarantor hereby irrevocably and unconditionally waives and

relinquishes all statutory, contractual, common law, equitable and all other

claims against Borrower, any collateral for the Guaranteed Obligations or other

assets of Borrower or any other Obligor, for subrogation, reimbursement,

exoneration, contribution, indemnification, setoff or other recourse in respect

to sums paid or payable to Agent or any Lender by each Guarantor hereunder and

(ii) each Guarantor hereby further irrevocably and unconditionally waives and

relinquishes any and all other benefits which Guarantors might otherwise directly

or indirectly receive or be entitled to receive by reason of any amounts paid

by or collected or due from Guarantors, Borrower or any other Obligor upon the

Guaranteed Obligations or realized from their property.




 




3.     Subordination. 

Payment of all amounts now or hereafter owed to Guarantors by Borrower

or any other Obligor is hereby subordinated in right of payment to the fully

and finally payment to Agent and Lenders of the Guaranteed Obligations and,

except as permitted to be paid by Borrower to Guarantors pursuant to and in

accordance with the Loan Agreement, all such amounts and any security and

guarantees therefor are hereby assigned to Agent as security for the Guaranteed

Obligations.




 




4.     Acceleration. 

Notwithstanding anything to the contrary contained herein or any of the

terms of any of the other Financing Agreements, the liability of Guarantors for

the entire Guaranteed Obligations shall mature and become immediately due and

payable, even if the liability of Borrower or any other Obligor does not, upon

the occurrence of any act, condition or event which constitutes an Event of

Default as such term is defined in the Loan Agreement.




 




4





























 




5.     Account Stated. 

The books and records of Agent showing the account between Agent and

Borrower shall be admissible in evidence in any action or proceeding against or

involving Guarantors as prima  facie evidence of the items therein

set forth, and the monthly statements of Agent rendered to Borrower, to the

extent to which no written objection is made within thirty (30) days from the

date of sending thereof to Borrower, shall be deemed conclusively correct and

constitute an account stated between Lender and Borrower and be binding on

Guarantors.




 




6.     Termination.  This

Guarantee is continuing, unlimited, absolute and unconditional.  All Guaranteed Obligations shall be

conclusively presumed to have been created in reliance on this Guarantee.  Each Guarantor shall continue to be liable

hereunder until the earlier to occur of the following:  (a) subject to the terms of Section 7 of

this Guarantee, the Guaranteed Obligations, other than unasserted contingent

indemnification obligations, have been paid and satisfied in full in cash or

other immediately available funds and (b) one of Agent’s officers actually

receives a written termination notice from a Guarantor sent to Agent at its

address set forth above by certified mail, return receipt requested and

thereafter as set forth below.  Such

notice received by Agent from any one of Guarantors shall not constitute a

revocation or termination of this Guarantee as to any of the other

Guarantors.  Revocation or termination

hereof by any Guarantor shall not affect, in any manner, the rights of Agent or

any obligations or duties of any Guarantor (including the Guarantor which may

have sent such notice) under this Guarantee with respect to (a) Guaranteed

Obligations which have been created, contracted, assumed or incurred prior to

the receipt by Agent of such written notice of revocation or termination as

provided herein, including, without limitation, (i) all amendments, extensions,

renewals and modifications of such Guaranteed Obligations (whether or not

evidenced by new or additional agreements, documents or instruments executed on

or after such notice of revocation or termination), (ii) all interest, fees and

similar charges accruing or due on and after revocation or termination, and

(iii) all reasonable attorneys’ fees and legal expenses, costs and other

expenses paid or incurred on or after such notice of revocation or termination

in attempting to collect or enforce any of such Guaranteed Obligations against

Borrower, Guarantors or any other Obligor (whether or not suit be brought), or

(b) Guaranteed Obligations which have been created, contracted, assumed or

incurred after the receipt by Agent of such written notice of revocation or

termination as provided herein pursuant to any contract entered into by Agent

or any Lender prior to receipt of such notice. 

The sole effect of such revocation or termination by any Guarantor shall

be to exclude from this Guarantee the liability of such Guarantor for those

Guaranteed Obligations arising after the date of receipt by Agent of such

written notice which are unrelated to Guaranteed Obligations arising or

transactions entered into prior to such date. 

Without limiting the foregoing, this Guarantee may not be terminated and

shall continue so long as the Loan Agreement shall be in effect (whether during

its original term or any renewal, substitution or extension thereof).




 




7.     Reinstatement.  If

after receipt of any payment of, or proceeds of collateral applied to the

payment of, any of the Guaranteed Obligations, Agent or any Lender is required

to surrender or return such payment or proceeds to any Person for any reason,

then the Guaranteed Obligations intended to be satisfied by such payment or

proceeds shall be reinstated and continue and this Guarantee shall continue in

full force and effect as if such payment or proceeds had not been received by

Agent or such Lender.  Each Guarantor

shall be liable to pay to Agent and Lenders, and does indemnify and hold




 




5





























 




Agent and Lenders harmless for the amount of any payments or proceeds

surrendered or returned. This Section 7 shall remain effective notwithstanding

any contrary action which may be taken by Agent or any Lender in reliance upon

such payment or proceeds.  This Section

7 shall survive the termination or revocation of this Guarantee.




 




8.     Amendments and Waivers. 

Neither this Guarantee nor any provision hereof shall be amended,

modified, waived or discharged orally or by course of conduct, but only by a

written agreement signed by an authorized officer of Agent.  Agent shall not by any act, delay, omission

or otherwise be deemed to have expressly or impliedly waived any of its rights,

powers and/or remedies unless such waiver shall be in writing and signed by an

authorized officer of Agent.  Any such

waiver shall be enforceable only to the extent specifically set forth

therein.  A waiver by Agent of any

right, power and/or remedy on any one occasion shall not be construed as a bar

to or waiver of any such right, power and/or remedy which Agent would otherwise

have on any future occasion, whether similar in kind or otherwise.




 




9.     Existence, Power and Authority.  Each Guarantor is an entity duly organized or formed and in good

standing under the laws of its state or other jurisdiction of incorporation and

is duly qualified as a foreign entity and in good standing in all states or

other jurisdictions where the nature and extent of the business transacted by

it or the ownership of assets makes such qualification necessary, except for

those jurisdictions in which the failure to so qualify would not have a material

adverse effect on the financial condition, results of operation or businesses

of any Guarantor or the rights of Agent and Lenders hereunder or under any of

the other Financing Agreements.  The

execution, delivery and performance of this Guarantee is within the corporate

powers of each Guarantor, have been duly authorized and are not in

contravention of law or the terms of the certificates of incorporation,

by-laws, or other organizational documentation of each Guarantor, or any

indenture, agreement or undertaking to which any Guarantor is a party or by

which any Guarantor or its property are bound. 

This Guarantee constitutes the legal, valid and binding obligation of

each Guarantor enforceable in accordance with its terms, except as the

enforceability thereof may be limited by bankruptcy, insolvency or similar laws

of general application affecting the enforceability of creditors’ rights

generally or by general principles of equity limiting the availability of

equitable remedies.  Any one of

Guarantors signing this Guarantee shall be bound hereby whether or not any of

the other Guarantors or any other person signs this Guarantee at any time.




 




10.   Governing Law; Choice of Forum; Service of Process; Jury

Trial Waiver.




 




(a)  The validity, interpretation and enforcement

of this Guarantee and any dispute arising out of the relationship between any

Guarantor or Agent or any Lender, whether in contract, tort, equity or

otherwise, shall be governed by the internal laws of the State of Florida

excluding any principles of conflicts of laws or other rule that would cause

the application of the law of any jurisdiction other than the laws of the State

of Florida.




 




(b) Each Guarantor hereby

irrevocably consents and submits to the non-exclusive jurisdiction of the Circuit

Court of Dade County, Florida and the United States District Court for the




 




6





























 




Southern District of Florida and waives any objection based on venue or

forum non conveniens with respect to any action instituted therein

arising under this Guarantee or any of the other Financing Agreements or in any

way connected with or related or incidental to the dealings of any Guarantor

and Agent or any Lender in respect of this Guarantee or any of the other

Financing Agreements or the transactions related hereto or thereto, in each

case whether now existing or hereafter arising and whether in contract, tort,

equity or otherwise, and agrees that any dispute arising out of the

relationship between any Guarantor or any Borrower and Agent or any Lender or

the conduct of any such persons in connection with this Guarantee, the other

Financing Agreements or otherwise shall be heard only in the courts described

above (except that Agent and Lenders shall have the right to bring any action

or proceeding against any Guarantor or its property in the courts of any other

jurisdiction which Agent deems necessary or appropriate in order to realize on

collateral at any time granted by any Borrower or any Guarantor to Agent or any

Lender or to otherwise enforce its or their rights against any Guarantor or its

property).




 




(c) Each Guarantor hereby

waives personal service of any and all process upon it and consents that all

such service of process may be made by certified mail (return receipt

requested) directed to its address set forth on the signature pages hereof and

service so made shall be deemed to be completed five (5) days after the same

shall have been so deposited in the U.S. mails, or, at Agent’s option, by

service upon any Guarantor in any other manner provided under the rules of any

such courts.




 




(d) EACH GUARANTOR HEREBY

WAIVES ANY RIGHT TO TRIAL BY JURY OF ANY CLAIM, DEMAND, ACTION OR CAUSE OF

ACTION (i) ARISING UNDER THIS GUARANTEE OR ANY OF THE OTHER FINANCING

AGREEMENTS OR (ii) IN ANY WAY CONNECTED WITH OR RELATED OR INCIDENTAL TO THE

DEALINGS OF ANY GUARANTOR AND AGENT OR ANY LENDER IN RESPECT OF THIS GUARANTEE

OR ANY OF THE OTHER FINANCING AGREEMENTS OR THE TRANSACTIONS RELATED HERETO OR

THERETO IN EACH CASE WHETHER NOW EXISTING OR HEREAFTER ARISING, AND WHETHER IN

CONTRACT, TORT, EQUITY OR OTHERWISE. 

EACH GUARANTOR HEREBY AGREES AND CONSENTS THAT ANY SUCH CLAIM, DEMAND,

ACTION OR CAUSE OF ACTION SHALL BE DECIDED BY COURT TRIAL WITHOUT A JURY AND

THAT ANY GUARANTOR OR AGENT MAY FILE AN ORIGINAL COUNTERPART OF A COPY OF THIS

AGREEMENT WITH ANY COURT AS WRITTEN EVIDENCE OF THE CONSENT OF ANY GUARANTOR

AND AGENT TO THE WAIVER OF THEIR RIGHT TO TRIAL BY JURY.




 




(e) Notwithstanding any

provision contained herein, Agent and Lenders shall not have any liability to

any Guarantor (whether in tort, contract, equity or otherwise) for losses

suffered by such Guarantor in connection with, arising out of, or in any way

related to the transactions or relationships contemplated by this Guarantee, or

any act, omission or event occurring in connection herewith, unless it is

determined by a final and non-appealable judgment or court order binding on

Agent or such Lender that the losses were the result of acts or omissions

constituting gross negligence or willful misconduct. In any such litigation,

Agent and Lenders shall be entitled to the benefit of the rebuttable

presumption




 




7





























 




that it acted in good faith and with the exercise of ordinary care in the

performance by it of the terms of the Loan Agreement and the other Financing

Agreements.




 




11.   Notices.  All

notices, requests and demands hereunder shall be in writing and deemed to have

been given or made:  if delivered in

person, immediately upon delivery; if by facsimile transmission, immediately

upon sending and upon confirmation of receipt; if by nationally recognized

overnight courier service with instructions to deliver the next business day,

one (1) business day after sending; and if by certified mail, return receipt

requested, five (5) days after mailing. 

All notices, requests and demands upon the parties are to be given to

the following addresses (or to such other address as any party may designate by

notice in accordance with this Section):




 




	

  If to Debtor:


  	

  Mackie Designs Inc.


  
	

   


  	

  16220 Woodinville-Redmond Rd., N.E.


  
	

   


  	

  Attention: Chief Financial Officer


  
	

   


  	

  Telephone No.: 425-487-4335


  
	

   


  	

  Telecopy No.: 425-483-6595


  
	

   


  	

   


  
	

   


  
	

  with a copy to:


  	

  Sun Capital Partners Management, LLC


  
	

   


  	

  5355 Town Center Road, Suite 802


  
	

   


  	

  Boca Raton, Florida 33486


  
	

   


  	

  Attention: Marc J. Leder,


  
	

   


  	

  Rodger R. Krouse and


  
	

   


  	

  C. Deryl Couch, Esq.


  
	

   


  	

  Telephone No.: 561-394-0550


  
	

   


  	

  Telecopier No.: 561-394-0540


  
	

   


  	

   


  
	

  with a copy to:


  	

  Kirkland & Ellis


  
	

   


  	

  200 East Randolph Drive


  
	

   


  	

  Chicago, Illinois


  
	

   


  	

  Attention: Francesco Penati, Esq.


  
	

   


  	

  Telephone No.: 312-861-2000


  
	

   


  	

  Telecopier No.: 312-861-2200


  
	

   


  	

   


  
	

  If to Secured Party:


  	

  Congress Financial Corporation


  (Florida)


  
	

   


  	

  777 Brickell Avenue


  
	

   


  	

  Miami, Florida 33131


  
	

   


  	

  Attention: Portfolio Manager


  
	

   


  	

  Telephone No.:305-371-6671


  
	

   


  	

  Telecopy No.:305-371-9456


  





 




12.   Partial Invalidity. 

If any provision of this Guarantee is held to be invalid or

unenforceable, such invalidity or unenforceability shall not invalidate this

Guarantee as a whole, but this




 




8





























 




Guarantee shall be construed as though it did not contain the

particular provision held to be invalid or unenforceable and the rights and

obligations of the parties shall be construed and enforced only to such extent

as shall be permitted by applicable law.




 




13.   Entire Agreement. 

This Guarantee represents the entire agreement and understanding of this

parties concerning the subject matter hereof, and supersedes all other prior

agreements, understandings, negotiations and discussions, representations,

warranties, commitments, proposals, offers and contracts among the parties

concerning the subject matter hereof, whether oral or written.




 




14.   Successors and Assigns. 

This Guarantee shall be binding upon Guarantors and their respective

successors and assigns and shall inure to the benefit of Agent and each Lender

and their successors, endorsees, transferees and assigns.  The liquidation, dissolution or termination

of any Guarantor shall not terminate this Guarantee as to such entity or as to

any of the other Guarantors.




 




15.   Construction.  All

references to the term “Guarantors” wherever used herein shall mean each and

all of Guarantors and their respective successors and assigns, individually and

collectively, jointly and severally (including, without limitation, any

receiver, trustee or custodian for any Guarantor or any of their respective

assets or any Guarantor in its capacity as debtor or debtor-in-possession under

the United States Bankruptcy Code or any similar law).  All references to the term “Agent” wherever

used herein shall mean Agent and its successors and assigns.  All references to the term “Lender” wherever

used herein shall mean Lender and its successors and assigns.  All references to the term “Borrower”

wherever used herein shall mean Borrower and its successors and assigns

(including, without limitation, any receiver, trustee or custodian for Borrower

or any of its assets or Borrower in its capacity as debtor or

debtor-in-possession under the United States Bankruptcy Code or any similar

law).  All references to the term

“Person” or “person” wherever used herein shall mean any individual, sole

proprietorship, partnership, corporation (including, without limitation, any

corporation which elects subchapter S status under the Internal Revenue Code of

1986, as amended), limited liability company, limited liability partnership,

business trust, unincorporated association, joint stock corporation, trust,

joint venture or other entity or any government or any agency or instrumentality

of political subdivision thereof.  All

references to the plural shall also mean the singular and to the singular shall

also mean the plural.




 




(REMAINDER OF PAGE

INTENTIONALLY LEFT BLANK)




 




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IN WITNESS WHEREOF, each

Guarantor has executed and delivered this Guarantee as of the day and year

first above written.




 




	

   


  	

  MACKIE DESIGNS MANUFACTURING, INC.


  
	

   


  	

   


  
	

   


  	

  By:


  	

  /s/ James T. Engen


  	

   


  
	

   


  	

   


  
	

   


  	

  Title:


  	

  President


  	

   


  
	

   


  	

   


  
	

   


  	

   


  
	

   


  	

  SIA SOFTWARE COMPANY, INC.


  
	

   


  	

   


  
	

   


  	

  By:


  	

  /s/ James T. Engen


  	

   


  
	

   


  	

   


  
	

   


  	

  Title:


  	

  President


  	

   


  
	

   


  	

   


  
	

   


  	

   


  
	

   


  	

  MACKIE INVESTMENT CO.


  
	

   


  	

   


  
	

   


  	

  By:


  	

  /s/ James T. Engen


  	

   


  
	

   


  	

   


  
	

   


  	

  Title:


  	

  President