RECITALSStock Purchase and Sale Agreement • April 21st, 2000 • Mackie Designs Inc • Radio & tv broadcasting & communications equipment • Massachusetts
REVOLVING NOTERevolving Note • August 14th, 1998 • Mackie Designs Inc • Radio & tv broadcasting & communications equipment
This Note is the Revolving Note referred to in the Credit Agreement and as such is entitled to all of the benefits and obligations specified in the Credit Agreement, including but not limited to any Collateral and any conditions to making advances hereunder.
LOAN AND SECURITY AGREEMENTLoan and Security Agreement • April 10th, 2003 • Mackie Designs Inc • Radio & tv broadcasting & communications equipment • Florida
This Loan and Security Agreement dated March 31, 2003 is entered into by and among Mackie Designs Inc., a Washington corporation (“US Borrower”), Mackie Designs UK Plc, a company incorporated under the laws of England and Wales with registration number 02506901 (“UK Borrower” and, together with US Borrower, each individually a “Borrower” and collectively, “Borrowers), Mackie Designs Manufacturing, Inc., a Washington corporation (“Mackie Manufacturing”), SIA Software Company, Inc., a New York corporation (“SIA”), Mackie Investment Co., a Washington corporation (“Mackie Investment”, and together with Mackie Manufacturing and SIA, each individually a “Guarantor” and collectively, “Guarantors”), the financial institutions from time to time parties hereto as lenders, whether by execution of this Agreement or an Assignment and Acceptance (each individually, a “Lender” and collectively, “Lenders”) and Congress Financial Corporation (Florida) , a Florida corporation, in its capacity as agent f
CREDIT AGREEMENTCredit Agreement • August 14th, 1998 • Mackie Designs Inc • Radio & tv broadcasting & communications equipment • Washington
EXHIBIT 10.21 SECOND AMENDMENT TO EMPLOYMENT AGREEMENTEmployment Agreement • March 31st, 2000 • Mackie Designs Inc • Radio & tv broadcasting & communications equipment • Washington
REGISTRATION AGREEMENTRegistration Agreement • February 27th, 2003 • Mackie Designs Inc • Radio & tv broadcasting & communications equipment • Delaware
THIS REGISTRATION AGREEMENT (this “Agreement”) is made as of February 21, 2003, by and among Mackie Designs Inc., a Washington corporation (the “Company”), Sun Mackie, LLC, a Delaware limited liability company (“Sun”), and each Person whose name appears on the signature page hereto or who otherwise hereafter becomes a party to this Agreement (collectively, the “Other Investors”). Sun and the Other Investors are collectively referred to herein as the “Shareholders,” and are individually referred to herein as a “Shareholder.” Otherwise undefined capitalized terms used herein are defined in Section 9 hereof.
CREDIT AGREEMENT DATED AS OF AUGUST 29, 2005 AMONG LOUD TECHNOLOGIES INC. and ST. LOUIS MUSIC, INC., as Borrowers, MERRILL LYNCH CAPITAL, a Division of Merrill Lynch Business Financial Services Inc., as Administrative Agent, as a Lender and as Sole...Credit Agreement • September 2nd, 2005 • Loud Technologies Inc • Radio & tv broadcasting & communications equipment • Illinois
CREDIT AGREEMENT dated as of August 29, 2005 among LOUD TECHNOLOGIES INC., a Washington corporation (“LOUD”), ST. LOUIS MUSIC, INC., a Missouri corporation (“SLM”; LOUD and SLM, each as a Borrower), the financial institutions or other entities from time to time parties hereto, 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.
1 EXHIBITSEmployment Agreement • August 13th, 1997 • Mackie Designs Inc • Radio & tv broadcasting & communications equipment • Washington
ACQUISITION NOTEAcquisition Note • August 14th, 1998 • Mackie Designs Inc • Radio & tv broadcasting & communications equipment
This Note is the Acquisition Note referred to in the Credit Agreement and as such is entitled to all of the benefits and obligations specified in the Credit Agreement, including but not limited to any Collateral and any conditions to making advances
Exhibit 10.17 BUSINESS LOAN AGREEMENT Borrower: MACKIE DESIGNS INC. 16220 Woodinville Redmond Road Woodinville, WA 98072 Lender: U.S. BANK NATIONAL ASSOCIATION EKC Corporate Bkg. 10800 NE 8th Street, Suite 1000 Bellevue, WA 98004 THIS BUSINESS LOAN...Business Loan Agreement • March 31st, 1998 • Mackie Designs Inc • Radio & tv broadcasting & communications equipment • Washington
THIS BUSINESS LOAN AGREEMENT between MACKIE DESIGNS INC. ("Borrower") and U.S. BANK NATIONAL ASSOCIATION ("Lender") is made and executed on the following terms and conditions. Borrower has received prior commercial loans from Lender or has applied to Lender for a commercial loan or loans and other financial accommodations, including those which may be described on any exhibit or schedule attached to this Agreement. All such loans and financial accommodations, together with all future loans and financial accommodations from Lender to Borrower, are referred to in this Agreement individually as the "Loan" and collectively as the "Loans." Borrower understands and agrees that: (a) in granting, renewing, or extending any Loan, Lender is relying upon Borrower's representations, warranties, and agreements, as set forth in this Agreement; (b) the granting, renewing, or extending of any Loan by Lender at all times shall be subject to Lender's sole judgment and discretion; and (c) all such Loans
GUARANTEEMackie Designs Inc • April 10th, 2003 • Radio & tv broadcasting & communications equipment • Florida
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
AMENDMENT NO. 1 TO FINANCING AGREEMENTFinancing Agreement • May 25th, 2007 • Loud Technologies Inc • Radio & tv broadcasting & communications equipment • New York
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 company incorporated under the laws of England and Wales with registered number 06078534 (“UK Borrower”), each subsidiary of the Parent listed on the signature pages hereto, the lenders from time to time party hereto (each a “Lender” and collectively, the “Lenders”), ABLECO FINANCE LLC, a Delaware limited liability company (“Ableco”), as collateral agent for the Lenders (in such capacity, together with any successor collateral agent, the “Collateral Agent”), and GMAC COMMERCIAL FINANCE LLC (“GMAC”), as administrative agent for the Lenders (in such capacity, together with any successor administrative agent, the “Administrative Agent” and together with the Collateral Agent, each an “Agent” and collectively, the “Agents”).
1 EXHIBIT 10.2 EMPLOYMENT AGREEMENT This Employment Agreement ("Agreement") is made this 28th day of April, 1997, by and between Mackie Designs Inc., a Washington corporation ("Mackie"), and Patric Wiesmann ("Wiesmann"). In consideration of the...Employment Agreement • August 13th, 1997 • Mackie Designs Inc • Radio & tv broadcasting & communications equipment • Washington
FINANCING AGREEMENT Dated as of March 30, 2007 by and among LOUD TECHNOLOGIES INC., as US Borrower, GRACE ACQUISITIONCO LIMITED, as UK Borrower, THE SUBSIDIARIES OF US BORROWER PARTY HERETO, THE LENDERS FROM TIME TO TIME PARTY HERETO, AND ABLECO...Financing Agreement • April 16th, 2007 • Loud Technologies Inc • Radio & tv broadcasting & communications equipment • New York
Financing Agreement, dated as of March 30, 2007, by and among LOUD TECHNOLOGIES INC., a Washington corporation (“Parent” or “US Borrower”), and GRACE ACQUISITIONCO LIMITED, a company incorporated under the laws of England and Wales with registered number 06078534 (“UK Borrower”), each subsidiary of the Parent listed on the signature pages hereto, the lenders from time to time party hereto (each a “Lender” and collectively, the “Lenders”), ABLECO FINANCE LLC, a Delaware limited liability company (“Ableco”), as collateral agent for the Lenders (in such capacity, together with any successor collateral agent, the “Collateral Agent”), and Ableco, as administrative agent for the Lenders (in such capacity, together with any successor administrative agent, the “Administrative Agent” and together with the Collateral Agent, each an “Agent” and collectively, the “Agents”).
TERM NOTE AMackie Designs Inc • August 14th, 2002 • Radio & tv broadcasting & communications equipment
This Note is the Term Note A referred to in the Credit Agreement and as such is entitled to all of the benefits and obligations specified in the Credit Agreement, including, but not limited to, any Collateral and any conditions to making advances hereunder. Terms defined in the Credit Agreement are used herein with the same meanings. Reference is made to the Credit Agreement for provisions for the repayment of this Note and the acceleration of the maturity hereof.
MANAGEMENT SERVICES AGREEMENTManagement Services Agreement • February 21st, 2003 • Mackie Designs Inc • Radio & tv broadcasting & communications equipment • Delaware
This MANAGEMENT SERVICES AGREEMENT (the "Agreement"), dated as of February 21, 2003 (the "Effective Date"), is entered into by and between Mackie Designs Inc., a Washington corporation with offices at 16220 Wood-Red Rd., N.E., Woodinville, Washington 98072 (the "Company"), and Sun Capital Partners Management, LLC, a Delaware limited liability company with offices at 5200 Town Center Circle, Suite 470, Boca Raton, Florida 33486 (the "Manager").
EMPLOYMENT AGREEMENT OF LAURA STUTSMANEmployment Agreement • March 30th, 2001 • Mackie Designs Inc • Radio & tv broadcasting & communications equipment • Washington
This Employment Agreement (“Agreement”) is made this __ day of December, 2000 by and between Mackie Designs Inc., a Washington corporation (“Employer”), and Laura Stutsman (“Employee”).
Ableco Finance LLC 299 Park Avenue, 23rd Floor New York, New York 10171 as of May 3, 2007Loud Technologies Inc • May 25th, 2007 • Radio & tv broadcasting & communications equipment
LOUD Technologies Inc., a Washington corporation (“Parent” or “US Borrower”), Grace Acquisitionco Limited, a company incorporated under the laws of England and Wales with registered number 06078534 (“UK Borrower”), and GMAC Commercial Finance LLC (“GMAC”), as administrative agent for the Lenders (in such capacity, together with any successor administrative agent, the “Administrative Agent”) have entered into financing arrangements pursuant to which Administrative Agent and Lenders (as defined below) have made and may make loans and advances as set forth in that certain Financing Agreement, dated as of March 30, 2007, by and among US Borrower and UK Borrower, each subsidiary of the Parent listed on the signature pages thereto (together with US Borrower UK Borrower, each a “Loan Party” and collectively the “Loan Parties”), the lenders from time to time party thereto (each a “Lender” and collectively, the “Lenders”), Ableco Finance LLC, a Delaware limited liability company (“Ableco”), as
1 EXHIBIT 10.4 EMPLOYMENT AGREEMENT This Employment Agreement ("Agreement") is made this 20th day of June, 1997, by and between Mackie Designs Inc., a Washington corporation ("Mackie"), and Robert May ("May"). In consideration of the promises and...Employment Agreement • August 13th, 1997 • Mackie Designs Inc • Radio & tv broadcasting & communications equipment • Washington
EXCHANGE AGREEMENTExchange Agreement • August 5th, 2004 • Loud Technologies Inc • Radio & tv broadcasting & communications equipment • New York
THIS EXCHANGE AGREEMENT (this “Agreement”) is made and entered into as of the 3rd day of August, 2004, by and among LOUD TECHNOLOGIES INC. (f/k/a MACKIE DESIGNS INC.), a Washington corporation (the “Company”), SUN MACKIE, LLC, a Delaware limited liability company (“Sun”), RANDOLPH STREET PARTNERS V, an Illinois general partnership (“RSP”), and H.I.G. SUN PARTNERS, INC., a Cayman Islands corporation (“HIG”, and together with Sun and RSP, the “Purchasers”).
SECURITY AGREEMENTSecurity Agreement • March 26th, 2008 • Loud Technologies Inc • Radio & tv broadcasting & communications equipment • New York
This SECURITY AGREEMENT (this “Agreement”) is made this 18th day of March 2008, by and among LOUD TECHNOLOGIES INC., a Washington corporation, the other Grantors listed on the signature pages hereto and those additional entities that hereafter become parties hereto by executing the form of Supplement attached hereto as Annex 1 (collectively, jointly and severally, “Grantors” and each individually, “Grantor”), and Sun Mackie, LLC, a Delaware limited liability company (together with its successors and assigns, if any, in such capacity “Secured Party”).
SHAREHOLDERS’ AGREEMENTShareholders’ Agreement • February 27th, 2003 • Mackie Designs Inc • Radio & tv broadcasting & communications equipment • Delaware
THIS SHAREHOLDERS’ AGREEMENT (this “Agreement”) is made as of February 21, 2003, by and among (i) Sun Mackie, LLC, a Delaware limited liability company (“Sun”), (ii) each Person whose name appears on the signature page hereto or who otherwise hereafter becomes a party to this Agreement (collectively, the “Minority Shareholders”), and (iii) Mackie Designs Inc., a Washington corporation (the “Company”). Certain other capitalized terms used herein are defined in Section 1.
PAYMENT AND THE EXERCISE OF REMEDIES WITH RESPECT TO THIS NOTE, AND ANY LIENS SECURING THIS NOTE, WILL BE SUBJECT TO THE TERMS AND PROVISIONS SET FORTH IN THE SUBORDINATION AGREEMENT (AS DEFINED BELOW). THE MAKER OF THIS NOTE WILL FURNISH A COPY OF...Loud Technologies Inc • March 26th, 2008 • Radio & tv broadcasting & communications equipment • New York
THIS NOTE AND ANY SECURITIES ISSUABLE UPON THE CONVERSION HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY COMPARABLE STATE SECURITIES LAW. EXCEPT AS EXPRESSLY PROVIDED HEREIN, NEITHER THIS NOTE NOR ANY PORTION HEREOF OR INTEREST HEREIN (INCLUDING SECURITIES ISSUABLE UPON CONVERSION HEREOF) MAY BE SOLD, ASSIGNED, TRANSFERRED, PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED OF UNLESS THE SAME IS REGISTERED UNDER SAID ACT AND APPLICABLE STATE SECURITIES LAWS OR UNLESS AN EXEMPTION FROM SUCH REGISTRATION IS AVAILABLE AND THE MAKER HAS RECEIVED EVIDENCE OF SUCH EXEMPTION REASONABLY SATISFACTORY TO THE MAKER.
PATENT COLLATERAL ASSIGNMENT AND SECURITY AGREEMENTPatent Collateral Assignment and Security Agreement • April 10th, 2003 • Mackie Designs Inc • Radio & tv broadcasting & communications equipment • Florida
THIS AGREEMENT (“Agreement”), dated March 31, 2003, is by and between MACKIE DESIGNS INC., a Washington corporation (“Debtor”) and CONGRESS FINANCIAL CORPORATION (FLORIDA), a Florida corporation, in its capacity as agent (“Secured Party”), pursuant to the Loan Agreement (as hereinafter defined) acting for and on behalf of the financial institutions which are parties thereto as lenders (each individually, a “Lender” and collectively, “Lenders”).
SEPARATION AGREEMENTSeparation Agreement • June 1st, 2007 • Loud Technologies Inc • Radio & tv broadcasting & communications equipment
THIS SEPARATION AGREEMENT (“Agreement”) is made and entered into by and between Timothy P. O’Neil (“Employee”) and LOUD Technologies Inc. (hereinafter referred to collectively, with its officers, directors, agents, employees, attorneys, successors, assigns, affiliates, parents, subsidiaries, surviving company or companies by reason of any merger or acquisition, as the “Company”), in order to settle fully and finally any differences between them, including, but in no way limited to, any differences that might have arisen out of Employee’s employment relationship with the Company, and the termination thereof and to promote harmonious relations in the future.
AMENDMENT NO. 3 TO LOAN AND SECURITY AGREEMENTLoan and Security Agreement • November 12th, 2004 • Loud Technologies Inc • Radio & tv broadcasting & communications equipment • Florida
AMENDMENT NO. 3 TO LOAN AND SECURITY AGREEMENT (“Amendment No. 3”), dated as of August 3, 2004, by and among LOUD Technologies Inc., a Washington corporation formerly known as Mackie Designs Inc. (“US Borrower”), LOUD Technologies (Europe) Plc. formerly known as Mackie Designs UK Plc, a company incorporated under the laws of England and Wales with registration number 02506901 (“UK Borrower”, and together with US Borrower, each individually a “Borrower” and collectively, “Borrowers”), Mackie Designs Inc., a Washington corporation, formerly known as Mackie Designs Manufacturing, Inc. (“Mackie”), SIA Software Company, Inc., a New York corporation (“SIA”) Mackie Investment Co., a Washington corporation (“Mackie Investment”, and together with Mackie and SIA, each individually a “Guarantor” and collectively, “Guarantors”), Congress Financial Corporation (Florida), in its capacity as agent pursuant to the Loan Agreement (as hereinafter defined) acting for and on behalf of the parties thereto
PLAN OF MERGER OF MACKIE DESIGNS INC. AND EASTERN ACOUSTIC WORKS, INC.Plan of Merger • April 23rd, 2002 • Mackie Designs Inc • Radio & tv broadcasting & communications equipment • Washington
This Plan of Merger (“the Plan”) dated October , 2001, is between Mackie Designs Inc., a Washington corporation (herein referred to as “Mackie” or the “Surviving Corporation,”), and Eastern Acoustic Works, Inc., a Massachusetts Corporation (hereinafter referred to as “EAW” or the “Merging Corporation”).
PAYMENT AND THE EXERCISE OF REMEDIES WITH RESPECT TO THIS NOTE, AND ANY LIENS SECURING THIS NOTE, WILL BE SUBJECT TO THE TERMS AND PROVISIONS SET FORTH IN THE SUBORDINATION AGREEMENT (AS DEFINED BELOW). THE MAKER OF THIS NOTE WILL FURNISH A COPY OF...Loud Technologies Inc • March 20th, 2008 • Radio & tv broadcasting & communications equipment • New York
THIS NOTE AND ANY SECURITIES ISSUABLE UPON THE CONVERSION HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY COMPARABLE STATE SECURITIES LAW. EXCEPT AS EXPRESSLY PROVIDED HEREIN, NEITHER THIS NOTE NOR ANY PORTION HEREOF OR INTEREST HEREIN (INCLUDING SECURITIES ISSUABLE UPON CONVERSION HEREOF) MAY BE SOLD, ASSIGNED, TRANSFERRED, PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED OF UNLESS THE SAME IS REGISTERED UNDER SAID ACT AND APPLICABLE STATE SECURITIES LAWS OR UNLESS AN EXEMPTION FROM SUCH REGISTRATION IS AVAILABLE AND THE MAKER HAS RECEIVED EVIDENCE OF SUCH EXEMPTION REASONABLY SATISFACTORY TO THE MAKER.
ACQUISITION AGREEMENT by and among SLM MERGER CORP., SLM HOLDING CORP., LOUD TECHNOLOGIES INC., and ST. LOUIS MUSIC, INC. Dated as of March 4, 2005Lease Agreement • March 8th, 2005 • Loud Technologies Inc • Radio & tv broadcasting & communications equipment • Delaware
THIS ACQUISITION AGREEMENT is made and entered into as of March 4, 2005 by and among LOUD TECHNOLOGIES INC., a Washington corporation (the “Holding Company”) SLM HOLDING CORP., a Delaware corporation (the “Parent”), and SLM MERGER CORP., a Missouri corporation (the “Merger Sub” and collectively with the Holding Company and the Parent, the “Acquiring Parties”), and ST. LOUIS MUSIC, INC., a Missouri corporation (the “Company”). Certain capitalized terms used in this Agreement have the meaning ascribed to them in Article I.
FOURTH AMENDMENT TO CREDIT AGREEMENTCredit Agreement • March 30th, 2001 • Mackie Designs Inc • Radio & tv broadcasting & communications equipment
This fourth amendment to credit agreement (this “Amendment”) is made and entered into as of March 31, 2000, by and among U.S. BANK NATIONAL ASSOCIATION, a national banking association (“U.S. Bank”), and MACKIE DESIGNS INC., a Washington corporation (“Borrower”).
FIFTH AMENDMENT TO CREDIT AGREEMENTCredit Agreement • March 30th, 2001 • Mackie Designs Inc • Radio & tv broadcasting & communications equipment
This fifth amendment to credit agreement (this “Amendment”) is made and entered into as of July 28, 2000, by and among U.S. BANK NATIONAL ASSOCIATION, a national banking association (“U.S. Bank”), and MACKIE DESIGNS INC., a Washington corporation (“Borrower”).
SECURITY AGREEMENTSecurity Agreement • March 20th, 2008 • Loud Technologies Inc • Radio & tv broadcasting & communications equipment • New York
This SECURITY AGREEMENT (this “Agreement”) is made this 18 day of March 2008, by and among LOUD TECHNOLOGIES INC., a Washington corporation, the other Grantors listed on the signature pages hereto and those additional entities that hereafter become parties hereto by executing the form of Supplement attached hereto as Annex 1 (collectively, jointly and severally, “Grantors” and each individually, “Grantor”), and Sun Mackie, LLC, a Delaware limited liability company (together with its successors and assigns, if any, in such capacity “Secured Party”).
SEPARATION AGREEMENTSeparation Agreement • May 30th, 2008 • Loud Technologies Inc • Radio & tv broadcasting & communications equipment
THIS SEPARATION AGREEMENT (“Agreement”) is made and entered into this 27th day of May, 2008, by and between Gerald Ng (“Employee”) and LOUD Technologies Inc. (hereinafter referred to collectively, with its officers, directors, agents, employees, attorneys, successors, assigns, affiliates, parents, subsidiaries, surviving company or companies by reason of any merger or acquisition, as the “Company”), in order to settle fully and finally any differences between them, including, but in no way limited to, any differences that might have arisen out of Employee’s employment relationship with the Company, and the termination thereof and to promote harmonious relations in the future.
Exhibit 2.1Stock Purchase Agreement • July 14th, 1998 • Mackie Designs Inc • Radio & tv broadcasting & communications equipment
AMENDMENT NO. 2 AND WAIVER TO LOAN AND SECURITY AGREEMENTLoan and Security Agreement • May 3rd, 2004 • Loud Technologies Inc • Radio & tv broadcasting & communications equipment • Florida
