**EXHIBIT 10.3****AMENDMENT NO. 1 TO FINANCING AGREEMENT**          This **AMENDMENT NO. 1 TO FINANCING AGREEMENT**(this “Amendment”), dated as of May 24,2007, is entered into by and among **LOUD TECHNOLOGIES INC.**, a Washington corporation(“Parent” or “US Borrower”), and **GRACE ACQUISITIONCO LIMITED**, a companyincorporated under the laws of England and Wales with registered number 06078534 (“UKBorrower”), each subsidiary of the Parent listed on the signature pages hereto, the lendersfrom time to time party hereto (each a “Lender” and collectively, the “Lenders”),**ABLECO FINANCE LLC,**a Delaware limited liability company (“Ableco”), as collateral agentfor the Lenders (in such capacity, together with any successor collateral agent, the“Collateral Agent”), and **GMAC COMMERCIAL FINANCE LLC**(“GMAC”), as administrativeagent for the Lenders (in such capacity, together with any successor administrative agent, the“Administrative Agent” and together with the Collateral Agent, each an “Agent” andcollectively, the “Agents”).**RECITALS**          WHEREAS, Parent, the UK Borrower, each subsidiary of the Parent listed on the signature pagesthereto (such subsidiaries, together with Parent and UK Borrower, each a “Loan Party” andcollectively the “Loan Parties”), the Agents, and the Lenders are parties to that certainFinancing Agreement, dated as of March 30, 2007 (as amended, restated, supplemented or otherwisemodified from time to time, the “Financing Agreement”); and          WHEREAS, the Loan Parties have requested that the Lenders amend the Financing Agreement, ineach case as provided below, and the Lenders are willing to accommodate the Loan Parties’ requests,but only on the terms and subject to the conditions specified herein.          NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which arehereby acknowledged, the parties agree as follows:**1.****Definitions****.**Capitalized terms used herein and not otherwise defined herein shall havethe meanings ascribed to them in the Financing Agreement, as amended hereby.**2.****Amendments To Financing Agreement****.**     (a) The definition of “TTM EBITDA” in Section 1.01 of the Financing Agreement ishereby amended and restated in its entirety as follows:          ”“TTM EBITDA” means, as of any date of determination and with respect to a Person, theConsolidated EBITDA of such Person and its Subsidiaries for the period of 12 consecutive monthsmost recently ended; provided, however, that (a) in the case of the First TestPeriod, TTM EBITDA shall be calculated as (i) the Consolidated EBITDA of such Person and itsSubsidiaries for the period from and after May 1, 2007 up to and including the last day of theFirst Test Period, times (ii) 6.00, (b) in the case of the Second Test Period, TTM EBITDA shall becalculated as (i) the Consolidated EBITDA of such Person and its Subsidiaries for the period fromand after May 1, 2007 up to and including the last day of the Second Test Period, times (ii) 2.40,(c) in the case of the Third Test Period, TTM EBITDA shall be calculated as (i) the
 

 
Consolidated EBITDA of such Person and its Subsidiaries for the period from and after May 1, 2007up to and including the last day of the Third Test Period, times (ii) 1.50, and (d) in the case ofthe Fourth Test Period, TTM EBITDA shall be calculated as (i) the Consolidated EBITDA of suchPerson and its Subsidiaries for the period from and after May 1, 2007 up to and including the lastday of the Fourth Test Period, times (ii) 1.09.”     (b) The definition of “Fixed Charge Coverage Ratio” appearing in Section 1.01 of theFinancing Agreement is hereby amended and restated in its entirety as follows:          ““Fixed Charge Coverage Ratio” means, with respect to any Person for any period, theratio of (i) the TTM EBITDA of such Person and its Subsidiaries calculated as of the last day ofsuch period, minus the sum of (A) TTM Capital Expenditures made by such Person and itsSubsidiaries calculated as of the last day of such period plus (B) the TTM Income TaxLiabilities calculated as of the last day of such period, to the extent that such amount isgreater than zero to (ii) TTM Fixed Charges calculated as of the last day of such period.”     (c) Section 1.01 of the Financing Agreement is hereby amended by adding thefollowing new definitions in the appropriate alphabetical order:““First Test Period” means the period ended on June 30, 2007.”