**Exhibit10.5.3**

 

[10/22/04]

 

AMENDMENT NO. 4 TO LOAN AND SECURITY AGREEMENT

 

AMENDMENTNO. 4 TO LOAN AND SECURITY AGREEMENT (“Amendment No. 4”), dated as of October 25,2004, by and among LOUD Technologies Inc., a Washington corporation formerlyknown as Mackie Designs Inc. (“US Borrower”), LOUD Technologies (Europe) Plc.formerly known as Mackie Designs UK Plc, a company incorporated under the lawsof England and Wales with registration number 02506901 (“UK Borrower”, andtogether with US Borrower, each individually a “Borrower” and collectively, “Borrowers”),Mackie Designs Inc., a Washington corporation, formerly known as Mackie DesignsManufacturing, Inc. (“Mackie”), SIA Software Company, Inc., a New Yorkcorporation (“SIA”) Mackie Investment Co., a Washington corporation (“MackieInvestment”, and together with Mackie and SIA, each individually a “Guarantor”and collectively, “Guarantors”), Congress Financial Corporation (Florida), inits capacity as agent pursuant to the Loan Agreement (as hereinafter defined)acting for and on behalf of the parties thereto as lenders (in such capacity, “Agent”),and the parties to the Loan Agreement as lenders (individually, each a “Lender”and collectively, “Lenders”).

 

W I T N E S S E T H :

 

WHEREAS,Agent, Lenders, Borrowers and Guarantors have entered into financingarrangements pursuant to which Agent and Lenders have made and may make loansand advances to Borrowers as set forth in the Loan and Security Agreement,dated March 31, 2003, by and among Agent, Lenders, Borrowers and Guarantors, asamended by Amendment No. 1 to Loan and Security Agreement dated as of June30,2003, Amendment No. 2 and Waiver to Loan and Security Agreement dated April16,2004 and Amendment No. 3 to Loan and Security Agreement dated August 3,2004(as the same now exists or may hereafter be amended, modified, supplemented,extended, renewed, restated or replaced, the “Loan Agreement”) and otheragreements, documents and instruments referred to therein or at any timeexecuted and/or delivered in connection therewith or related thereto (all ofthe foregoing, together with the Loan Agreement, as the same now exist or may hereafter beamended, modified, supplemented, extended, renewed, restated or replaced, beingcollectively referred to herein as the “Financing Agreements”);

 

WHEREAS,Agent, Lender, Borrowers and Guarantors desire to amend the Loan Agreement tomodify the EBITDA covenant;

 

WHEREAS,by this Amendment No. 4, Agent, Lenders, Borrowers and Guarantors desire andintend to evidence such amendment;

 

NOWTHEREFORE, in consideration of the foregoing and the mutual agreements andcovenants contained herein, the parties hereto agree as follows:

 

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1.             Definitions. Capitalizedterms used herein which are not otherwise defined herein shall have therespective meanings ascribed thereto in the Loan Agreement.

 

2.             EBITDA. Section 9.17 of theLoan Agreement is hereby amended by deleting each reference to “September 30, 2004”and replacing it with “December 31, 2004”.

 

3.             Additional Representations, Warrantiesand Covenants. Borrowers represent, warrant and covenant with and to Agentand Lenders as follows, whichrepresentations, warranties and covenants, are continuing and shall survive theexecution and delivery hereof, and the truth and accuracy of, or compliance with each, togetherwith the representations, warranties and covenants in the other FinancingAgreements, being a continuing condition of the making of Loans by Lenders (orAgent on behalf of Lenders) to Borrowers:

 

(a)           no Default or Event of Default hasoccurred and is continuing as of the date of this Amendment No. 4; and

 

(b)           this Amendment No. 4 and allagreements, documents and instruments executed and/or delivered in connectionherewith have been duly executed and delivered by Borrowers and Guarantors andthe agreements and obligations of Borrowers and Guarantors contained herein andtherein constitute legal, valid and binding obligations of Borrowers andGuarantors enforceable against Borrowers and Guarantors in accordance withtheir respective terms, except as such enforceability may be limited bybankruptcy, insolvency, moratorium or similar laws limiting creditors rightsgenerally and by general equitable principles.

 

4.             Conditions Precedent forAmendment. The amendments contained herein shall be effective upon Agent’sreceipt this Amendment No. 4, duly authorized, executed and delivered byBorrowers, Guarantors and Required Lenders.

 

5.             Effect of this Amendment.Except as modified pursuant hereto, no other changes or modifications to theFinancing Agreements are intended or implied, and in all other respects theFinancing Agreements are hereby specifically ratified, restated and confirmedby all parties hereto as of the effective date of this Amendment No. 4. To theextent of conflict between the terms of this Amendment No. 4 and the otherFinancing Agreements, the terms of this Amendment No. 4 shall control.

 

6.             Further Assurances. Borrowersand Guarantors shall execute and deliver such additional documents and takesuch additional action as may be reasonably necessary or desirable toeffectuate the provisions and purposes of this Amendment No. 4.

 

7.             Governing Law. The validity, interpretation and enforcement of this AmendmentNo. 4 and any dispute arising out of the relationship between the partieshereto whether in contract, tort, equity or otherwise, shall be governed by theinternal laws of the State of Florida (without giving effect to principles ofconflicts of laws).

 

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8.             Binding Effect. ThisAmendment No. 4 shall be binding upon and inure to the benefit of each of theparties hereto and their respective successors and assigns.

 

9              Headings. The headings listed herein are for convenience only and do notconstitute matters to be construed in interpreting this Amendment No. 4.

 

10.           Counterparts. This AmendmentNo. 4 may be executed in any number of counterparts, but all of suchcounterparts shall together constitute but one and the same agreement. Inmaking proof of this Amendment No. 4, it shall not be necessary to produce oraccount for more than one counterpart thereof signed by each of the partieshereto. This Amendment No. 4 may be executed and delivered by telecopier withthe same force and effect as ifit were a manually executed and delivered counterpart.

 

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INWITNESS WHEREOF, the parties hereto have caused this Amendment No. 4 to be dulyexecuted and delivered by their authorized officers as of the day and yearfirst above written.

 
|   | BORROWERS                                                                   |
|--------|-----------------------------------------------------------------------------|
|   |                                                                        |
|   | LOUD TECHNOLOGIES INC.,  formerly known  as Mackie Designs Inc.             |
|   |                                                                        |
| `      | By:                                                                         | /s/ Timothy  P. O’Neil |   |
|   |                                                                        |   |
|   | Title:                                                                      | CFO |   |
|   |                                                                        |
|   | LOUD TECHNOLOGIES (EUROPE)  PLC.,  formerly know as Mackie Designs UK Plc.  |
|   |                                                                        |
|   | By:                                                                         | /s/ Timothy  P. O’Neil |   |
|   |                                                                        |
|   | Title:                                                                      | CFO |   |
| `      |                                                                        |
|   | By:                                                                         | /s/ James T.  Engen |   |
|   |                                                                        |
|   | Title:                                                                      | CEO |   |
|   |                                                                        |
|   | GUARANTORS                                                                  |
|   |                                                                        |
|   | MACKIE DESIGNS INC.,  formerly known as  Mackie Designs Manufacturing, Inc. |
|   |                                                                        |
|   | By:                                                                         | /s/ Timothy  P. O’Neil |   |
|   |                                                                        |
|   | Title:                                                                      | CFO |   |
|   |                                                                        |
|   |                                                                        |
|   | SIA SOFTWARE COMPANY, INC.                                                  |
|   |                                                                        |
|   | By:                                                                         | /s/ Timothy  P. O’Neil |   |
|   |                                                                        |   |
|   | Title:                                                                      | CFO |   |
|        |                                                                             |  |  |  |

 

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|   | MACKIE INVESTMENT CO.                               |
|--------|-----------------------------------------------------|
|   |                                                |
|   | By:                                                 | /s/ Timothy  P. O’Neil |   |
|   |                                                |
|   | Title:                                              | CFO |   |
|   |                                                |
|   |                                                |
|   | AGENT                                               |
|   |                                                |
|   | CONGRESS FINANCIAL  CORPORATION(FLORIDA) , as Agent |
|   |                                                |
|   | By:                                                 | /s/ Martin J. Coloson |   |
|   |                                                |
|   | Title:                                              | FIRST VICE  PRESIDENT |   |
|   |                                                |
|   |                                                |
|   | LENDER                                              |
|   |                                                |
|   | CONGRESS FINANCIAL  CORPORATION  (FLORIDA)          |
|   |                                                |
|   | By:                                                 | /s/ Martin  J. Coloson |   |
|   |                                                |
|   | Title:                                              | FIRST VICE  PRESIDENT |   |
|        |                                                     |  |  |  |

 

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