Current assets

EX-10.2 3 v30364exv10w2.htm EXHIBIT 10.2 exv10w2

EXHIBIT 10.2

Ableco Finance LLC
299 Park Avenue, 23rd Floor
New York, New York 10171

as of May 21, 2007

LOUD TECHNOLOGIES INC.
16220 Wood-Red Road NE
Woodinville, Washington 98072
Attention: Tim O’Neil, Chief Financial Officer

Ladies and Gentlemen:

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”), Ableco Finance LLC, a Delaware limited liability company, as collateral agent for the Lenders (in such capacity, together with any successor collateral agent, the “Collateral Agent”), and GMAC Commercial Finance LLC, 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 the 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 (such subsidiaries, together with US Borrower and 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”), Collateral Agent and Administrative Agent, (Administrative Agent and Collateral Agent, each an “Agent” and collectively, the “Agents”) (as the same now exists or may hereafter be amended, modified, supplemented, extended, renewed, restated or replaced, the “Loan Agreement”). Initially capitalized terms used herein but not defined herein shall have the respective meanings ascribed thereto in the Loan Agreement.

Parent has informed the Agents that US Borrower is unable to deliver to Agents (i) the monthly financial statements for March 2007 and the quarterly financial statements for the fiscal quarter of Parent ending March 31, 2007 (collectively, the “Financial Deliverable”) by May 15, 2007 (the “Financial Deliverable Deadline”) as required by Section 7.01(a) of the Loan Agreement, as extended by that certain extension letter dated May 3, 2007 (the “Designated Financial Deliverable Requirement”), and (ii) the control agreement relating to the Blocked Accounts (the “Blocked Account Deliverable”; and together with the Financial Deliverable, collectively, the “Deliverables”) by May 15, 2007 (the “Blocked Account Deliverable Deadline”; and together with the Financial Deliverable Deadline, collectively, the “Delivery Deadlines”) as required by Section 8.01(a) of the Loan Agreement, as extended by that certain extension letter dated May 3, 2007 (the “Designated Blocked Account Deliverable Requirement”; and together with the Designated Financial Deliverable Requirement, the “Designated Events of Default”).

Parent has requested that the Agents and the undersigned Lenders consent to the extension of the Delivery Deadlines with respect to the Deliverables as set forth herein. Agents and the Lenders are willing to grant the requested extension on the terms and conditions set forth herein.

Accordingly, the Agents, the undersigned Lenders and the Loan Parties hereby agree that (i) the Financial Deliverable Deadline with respect to the Financial Deliverable hereby is extended to May 27, 2007, and (ii) the Blocked Account Deliverable Deadline with respect to the Blocked Account Deliverable hereby is extended to May 27, 2007.

Subject to the terms and conditions hereof, the Agents and the undersigned Lenders hereby waive the Designated Events of Default. The waiver herein is limited to the specifics hereof, shall not apply with respect to any Default or Event of Default other than the Designated Events of Default, or any other facts or occurrences other than those on which the same are based, shall not excuse future non-compliance with the Loan Agreement or the other Loan Documents, and, except as expressly set forth herein, shall not operate as a waiver or an amendment of any right, power, or remedy of the Agents or the Lenders, nor as a consent to or waiver of any further or other matter, under the Loan Documents.

Parent hereby represents and warrants that (a) the execution, delivery, and performance of this letter are within its corporate powers, have been duly authorized by all necessary corporate action, and are not in contravention of any law, rule, or regulation, or any order, judgment, decree, writ, injunction, or award of any arbitrator, court, or governmental authority, or of the terms of its charter or bylaws, or of any contract or undertaking to which it is a party or by which any of its properties may be bound or affected, (b) the representations and warranties in the Loan Agreement and the other Loan Documents are true and correct in all respects on and as of the date hereof, as though made on such date (except to the extent that such representations and warranties relate solely to an earlier date), and (c) other than the Designated Events of Default, no Default or Event of Default has occurred and is continuing on the date hereof.

Except as expressly set forth herein, this letter shall not, by implication or otherwise, limit, impair, constitute a waiver of, or otherwise affect the rights and remedies of any Agent or any Lender under the Loan Agreement or any other Loan Document, and shall not alter, modify, amend or in any way affect any of the terms, conditions, obligations, covenants or agreements contained in the Loan Agreement or any other Loan Document, all of which are ratified and affirmed in all respects and shall continue in full force and effect.

This letter shall constitute a Loan Document, and, after the date hereof, any reference to the “Loan Agreement” or this “Agreement,” in the Loan Agreement or any other Loan Document, shall mean the Loan Agreement as modified hereby. This letter shall be subject to the provisions regarding governing law, waiver of jury trial, jurisdiction and venue applicable to the Loan Agreement.

This letter may be executed in any number of counterparts and by different parties hereto in separate counterparts, each of which when so executed and delivered shall be an original, but all of which shall together constitute one and the same instrument. Delivery of an executed

counterpart of this letter by telefacsimile or other electronic method shall be equally as effective as delivery of an original executed counterpart of this letter. Any party delivering an executed counterpart of this letter by telefacsimile or other electronic method shall also deliver an original executed counterpart of this letter, but the failure to do so shall not affect the validity, enforceability or binding effect of this letter.

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Please indicate your agreement with the foregoing by signing in the space provided below.


		Very truly yours,

		ABLECO FINANCE LLC, as Collateral Agent, and on behalf of itself, and its affiliates, as Lenders

		By:		/s/ Daniel E. Wolf


		Title:		President


		GMAC COMMERCIAL FINANCE LLC, as Administrative Agent and as a Lender

		By:


		Title: