X0202 4 2008-06-10 0 0000946815 LOUD TECHNOLOGIES INC LTEC 0001220851 SUN MACKIE LLC 5200 TOWN CIRCLE CENTER, SUITE 470 BOCA RATON FL 33486 0 0 1 0 0001129733 SUN CAPITAL PARTNERS II LP 5200 TOWN CIRCLE CENTER, SUITE 470 BOCA RATON FL 33486 0 0 1 0 0001249758 SUN CAPITAL ADVISORS II LP 5200 TOWN CIRCLE CENTER, SUITE 470 BOCA RATON FL 33486 0 0 1 0 0001249755 SUN CAPITAL PARTNERS LLC 5200 TOWN CIRCLE CENTER, SUITE 470 BOCA RATON FL 33486 0 0 1 0 0001207760 SUN CAPITAL PARTNERS III QP LP 5200 TOWN CIRCLE CENTER, SUITE 470 BOCA RATON FL 33486 0 0 1 0 0001207742 SUN CAPITAL PARTNERS III LP 5200 TOWN CIRCLE CENTER, SUITE 470 BOCA RATON FL 33486 0 0 1 0 0001249709 SUN CAPITAL ADVISORS III LP 5200 TOWN CIRCLE CENTER, SUITE 470 BOCA RATON FL 33486 0 0 1 0 0001249754 SUN CAPITAL PARTNERS III LLC 5200 TOWN CIRCLE CENTER, SUITE 470 BOCA RATON FL 33486 0 0 1 0 0001193057 KROUSE RODGER R 5200 TOWN CIRCLE CENTER, SUITE 470 BOCA RATON FL 33486 0 0 1 0 0001193052 LEDER MARC J 5200 TOWN CIRCLE CENTER, SUITE 470 BOCA RATON FL 33486 0 0 1 0 15.25% Convertible Note 5.00 2008-06-10 4 S 0 87667.13 87187.50 D 2008-06-30 2012-06-29 Common Stock 87667.13 7453634.44 I See footnotes The conversion price is subject to adjustment in order to prevent dilution of the conversion rights granted under the 15.25% Convertible Senior Subordinated Secured Promissory Note (as amended or supplemented from time to time, the "Convertible Note"). Represents the principal amount under the Convertible Note of the securities sold, inclusive of the aggregate payment-in-kind ("PIK") interest paid under the Convertible Note through March 31, 2008. The Convertible Note will become exercisable upon shareholder approval of the issuance of shares upon conversion of the Convertible Note and of an amendment to the Issuer's articles of incorporation authorizing an increase in the number of shares in an amount sufficient to permit conversion. Pursuant to the terms of the Convertible Note, such shareholder approval shall be requested at the Issuer's next annual meeting, which shall be held on June 30, 2008. The Convertible Note expires upon the earlier of (i) June 29, 2012 (the maturity date) or (ii) the occurrence of a fundamental change of the Issuer, which would trigger mandatory payment of the Convertible Note in full (including all accrued and unpaid interest thereon). The securities were sold pursuant to the provisions of the Shareholders' Agreement (the "Shareholders' Agreement"), dated February 21, 2003, by and among Sun Mackie, LLC ("Sun Mackie"), LOUD Technologies Inc. and the other parties thereto (the "Purchasers"). Pursuant to the Shareholders' Agreement, the Purchasers hold preemptive rights that entitled them to purchase their pro rata portion of the Convertible Note. In satisfaction of these rights, Sun Mackie transferred to the purchasers their pro rata share of the principal amount of the Convertible Note (including interest paid in kind on March 31) at the original purchase price of the Convertible Note. Represents the outstanding principal amount under the Convertible Note directly owned by Sun Mackie. Marc J. Leder ("Leder") and Rodger R. Krouse ("Krouse") each own 50% of the membership interests in Sun Capital Partners, LLC ("Sun Partners LLC"), which in turn is the general partner of Sun Capital Advisors II, LP ("Sun Advisors II"), which in turn is the general partner of Sun Capital Partners II, LP ("Sun Partners II LP"). Leder and Krouse also each own 50% of the membership interests in Sun Capital Partners III, LLC ("Sun Partners III LLC"), which in turn is the general and managing partner of Sun Capital Advisors III, LP ("Sun Advisors III"), which in turn is the general partner of Sun Capital Partners III, LP ("Sun Partners LP") and Sun Capital Partners III QP, LP ("Sun Partners III QP, LLC"). Together, Sun Partners II, LP, Sun Partners III, LP and Sun Partners III QP, LP own all of the membership interests in Sun Mackie. As a result, Leder, Krouse, Sun Partners LLC, Sun Partners III, LLC, Sun Advisors II, Sun Advisors III, Sun Partners II LP, Sun Partners III LP and Sun Partners III QP LP may be deemed to have indirect beneficial ownership of the securities owned directly by Sun Mackie. Leder, Krouse, Sun Partners LLC, Sun Partners III, LLC, Sun Advisors II, Sun Advisors III, Sun Partners II LP, Sun Partners III LP and Sun Partners III QP LP each expressly disclaims beneficial ownership of any securities in which they do not have a pecuniary interest. Sun Mackie, LLC By: /s/ Melissa Klafter, as Attorney-in-Fact for Sun Mackie, LLC 2008-06-11 Sun Capital Partners II, L.P.: /s/ Melissa Klafter, as Attorney-in-Fact for Sun Capital Partners II, L.P. 2008-06-11 Sun Capital Advisors II, L.P.: /s/ Melissa Klafter, as Attorney-in-Fact for Sun Capital Advisors II, L.P. 2008-06-11 Sun Capital Partners, LLC: /s/ Melissa Klafter, as Attorney-in-Fact for Sun Capital Partners, LLC 2008-06-11 Sun Capital Partners III, L.P.: /s/ Melissa Klafter, as Attorney-in-Fact for Sun Capital Partners III, L.P. 2008-06-11 Sun Capital Partners III QP, L.P.: /s/ Melissa Klafter, as Attorney-in-Fact for Sun Capital Partners III QP, L.P. 2008-06-11 Sun Capital Advisors III, L.P.: /s/ Melissa Klafter, as Attorney-in-Fact for Sun Capital Advisors III, L.P. 2008-06-11 Sun Capital Partners III, LLC: /s/ Melissa Klafter, as Attorney-in-Fact for Sun Capital Partners III, LLC 2008-06-11 Rodger R. Krouse: /s/ Melissa Klafter, as Attorney-in-Fact for Rodger R. Krouse 2008-06-11 Marc J. Leder: /s/ Melissa Klafter, as Attorney-in-Fact for Marc J. Leder 2008-06-11