Exhibit-10.79**SEVENTH AMENDMENT TO LOAN AND SECURITY AGREEMENT**     THIS SEVENTH AMENDMENT TO LOAN AND SECURITY AGREEMENT (this “Amendment”), dated as ofNovember ___, 2007, is entered into among WACHOVIA CAPITAL FINANCE CORPORATION (WESTERN), aCalifornia corporation formerly known as Congress Financial Corporation (Western)(“Agent”), as administrative and collateral agent for the Lenders party to the LoanAgreement (as defined below) from time to time (“Lenders”), WACHOVIA CAPITAL FINANCECORPORATION (WESTERN), a California corporation formerly known as Congress Financial Corporation(Western), as a Lender (“Wachovia”), ROCKFORD CORPORATION, an Arizona corporation(“Borrower Agent”), and AUDIO INNOVATIONS, INC., an Oklahoma corporation (“AII” andtogether with Rockford, collectively, “Borrowers”).**RECITALS**     A. Agent, Wachovia, Wachovia Bank, National Association, as arranger, and Borrowers havepreviously entered into that certain Loan and Security Agreement dated March 29, 2004 as amended bythe First Amendment to Loan and Security Agreement and Conditional Default Waiver dated as of June10, 2004, the Second Amendment to Loan and Security Agreement dated as of December 30, 2004, theThird Amendment to Loan and Security Agreement dated as of August 31, 2005, the Fourth Amendment toLoan and Security Agreement and Consent dated as of March 21, 2006, the Fifth Amendment to Loan andSecurity Agreement dated as of August 31, 2006 and the Sixth Amendment to Loan and SecurityAgreement dated as of March 7, 2007 (the “Loan Agreement”), pursuant to which Wachovia hasmade certain loans and financial accommodations available to Borrowers. Terms used herein withoutdefinition shall have the meanings ascribed to them in the Loan Agreement.     B. Borrowers have requested Agent and Wachovia to amend the Loan Agreement in certainrespects, and Agent and Wachovia are willing to accommodate such request on the terms andconditions set forth herein.     C. Borrowers are entering into this Amendment with the understanding and agreement that,except as specifically provided herein, none of Agent’s or Lenders’ rights or remedies as set forthin the Loan Agreement is being waived or modified by the terms of this Amendment.**AGREEMENT**     NOW, THEREFORE, in consideration of the foregoing and the mutual covenants herein contained,and for other good and valuable consideration, the receipt and sufficiency of which are herebyacknowledged, the parties hereby agree as follows:
 

 
     1. Amendments to Loan Agreement.          (a) Permanent Reserve. The amount of the Reserve established pursuant to Section 1 ofthe First Amendment to Loan and Security Agreement and Conditional Default Waiver dated as of June10, 2004, as amended by the Third Amendment to Loan and Security Agreement dated as of August 31,2005 and the Fifth Amendment to Loan and Security Agreement dated as of August 31, 2006, is herebyreduced to One Million Dollars ($1,000,000). Such Reserve is a permanent Reserve under the Loanand Security Agreement and shall not be reduced or eliminated without the written consent of Agent,and will be referred to as the “Permanent Reserve”.          (b) Eligible In Transit Inventory. The amount “One Million Dollars ($1,000,000)” inclause (m) of the definition of “Eligible Inventory” in Section 1.25 of the Loan Agreement (asamended by the Second Amendment to Loan and Security Agreement dated as of December 30, 2004) ishereby replaced with “Three Million Dollars ($3,000,000)”.          (c) Eurodollar Rate Margin. The definition of “Eurodollar Rate Margin” in Section1.34 of the Loan Agreement is hereby amended and restated to read in its entirety as follows:     “1.34 ‘Eurodollar Rate Margin’ shall mean five percent (5.00%) per annum;provided, that, on December 1, 2007, then on January 1, 2008, and on thefirst day of each fiscal quarter (March 1, July 1, October 1 and January 1) thereafter, theEurodollar Rate Margin shall be adjusted as follows based upon the average daily ExcessAvailability during the immediately preceding sixty (60) days as determined by Agent aftergiving effect to the Permanent Reserve:   Excess Availability Eurodollar Rate Margin   Equal to or greater than $4,000,000 Two percent (2.00%)   Less than $4,000,000 but equal to orgreater than $1,000,000 Two and one-half percent (2.50%)   Less than $1,000,000 Three percent (3.00%)”          (d) Final Maturity Date. The definition of “Final Maturity Date” in Section 1.39 ofthe Loan Agreement is hereby amended and restated to read in its entirety as follows:     “1.39 ‘Final Maturity Date’ shall mean March 24, 2011, as such date may beextended from year to year pursuant to Section 14.1(a) hereof.”          (e) Letter of Credit Rate. The definition of “Letter of Credit Rate” in Section 1.56of the Loan Agreement is hereby amended and restated to read in its entirety as follows:
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     “1.56 ‘Letter of Credit Rate’ shall mean five percent (5.00%) per annum;provided, that, on December 1, 2007, then on January 1, 2008, and on thefirst day of each fiscal quarter (March 1, July 1, October 1 and January 1) thereafter, theLetter of Credit Rate shall be adjusted as follows based upon the average daily ExcessAvailability during the immediately preceding sixty (60) days as determined by Agent aftergiving effect to the Permanent Reserve:   Excess Availability Eurodollar Rate Margin   Equal to or greater than $4,000,000 Two percent (2.00%)   Less than $4,000,000 but equal to orgreater than $1,000,000 Two and one-half percent (2.50%)   Less than $1,000,000 Three percent (3.00%)”          (f) Prime Rate Margin. The definition of “Prime Rate Margin” in Section 1.76 of theLoan Agreement is hereby amended and restated to read in its entirety as follows:     “7.76 ‘Prime Rate Margin’ shall mean one percent (1.00%) per annum;provided, that, on December 1, 2007, then on January 1, 2008, and on thefirst day of each fiscal quarter (March 1, July 1, October 1 and January 1) thereafter, thePrime Rate Margin shall be adjusted as follows based upon the average daily ExcessAvailability during the immediately preceding sixty (60) days as determined by Agent aftergiving effect to the Permanent Reserve:   Excess Availability Eurodollar Rate Margin   Equal to or greater than $4,000,000 Zero percent (0.00%)   Less than $4,000,000 but equal to orgreater than $1,000,000 One-half of one percent (0.50%)   Less than $1,000,000 One percent (1.00%)”          (g) Eurodollar Rate Loans. Clause (v) of Section 3.1 of the Loan Agreement is herebyamended and restated to read in its entirety as follows:     “(v) each Eurodollar Rate Loan must be in the amount of One Million Dollars($1,000,000) or an integral multiple of Five Hundred Thousand Dollars ($500,000) in excessthereof,”          (h) Servicing Fee. The amount “Four Thousand Dollars ($4,000)” in Section 3.4 of theLoan Agreement is hereby replaced with “Two Thousand Dollars ($2,000)”.
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          (i) Unused Line Fee. The percentage “three-eighths of one percent (0.375%)” inSection 3.5 of the Loan Agreement is hereby replaced with “one-quarter of one percent (0.25%)”.          (j) Inventory Appraisals. Clause (d) of Section 7.3 of the Loan Agreement is herebyamended and restated to read in its entirety as follows:     “(d) upon Agent’s request, Borrowers shall, at their expense, no more than one (1) timein any twelve (12) month period if the average daily Excess Availability after giving effectto the Permanent Reserve exceeded $3,000,000 during the sixty (60) days immediatelypreceding the subject request by Agent, and no more than two (2) times in any twelve (12)month period if the average daily Excess Availability after giving effect to the PermanentReserve was equal to or less than $3,000,000 during the sixty (60) days immediatelypreceding the subject request by Agent, but at any time or times as Agent may request on orafter an Event of Default, deliver or cause to be delivered to Agent full written appraisalsas to the Inventory in form, scope and methodology reasonably acceptable to Agent and by anappraiser reasonably acceptable to Agent, addressed to Agent and Lenders and upon whichAgent and Lenders are expressly permitted to rely;”          (k) EBITDA. Section 9.17.1 of the Loan Agreement is hereby amended and restated toread in its entirety as follows:     “9.17.1 EBITDA. Borrowers and their Subsidiaries, on a consolidated basis,shall earn EBITDA, during each period of twelve (12) consecutive months ending on the lastday of any fiscal quarter, of not less than $4,000,000. Notwithstanding the foregoing, ifon the last day of any of the foregoing periods, the Excess Availability before givingeffect to the Permanent Reserve, minus the sum of (a) all of the Borrowers’ trade payablesthat are then more than thirty (30) days past due, plus (b) all of the Borrowers’obligations and liabilities (other than trade payables) that are then past due, exceeds$3,000,000, then Borrowers will not be required to comply with the foregoing minimumconsolidated EBITDA covenant for the specific period then ending.     For the purposes hereof, ‘EBITDA’ shall mean the net income of Borrowers andtheir Subsidiaries determined on a consolidated basis in accordance with GAAP consistentlyapplied, but excluding any extraordinary or one-time gains, plus (a) depreciation,amortization and other non-cash charges (to the extent deducted in the computation of suchnet income), plus (b) Interest Expense (to the extent deducted in the computation ofsuch net income), plus (c) charges for federal, state, local and foreign incometaxes (to the extent deducted in the computation of such income).”          (l) Early Termination Fee. Clauses (i) and (ii) of Section 14.1(c) of the LoanAgreement are hereby amended and restated to read in their entirety, and a new clause (iii) ishereby added to read in its entirety, as follows:
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   “(i) One percent (1.00%) of the Maximum Credit On or before March 24, 2009   (ii) One-half of one percent(0.50%) of the Maximum Credit After March 24, 2009 but on or beforeMarch 24, 2010   (iii) Zero After March 24, 1010.”     2. Consent.          (a) Notwithstanding anything to the contrary contained in Sections 9.10 and 9.11 of the LoanAgreement, Agent and Wachovia hereby consent to Borrower Agent fully or partially paying theprincipal balances owing on its 4.5% Convertible Senior Subordinated Secured Notes due 2009 and toBorrower Agent redeeming, purchasing or otherwise acquiring its Capital Stock, in consideration ofits cash payments not to exceed $1,500,000 in the aggregate, provided that in each case,(a) the Excess Availability, after giving effect to the Permanent Reserve and any such payment,would be greater than $1,000,000 and (b) no Default or Event of Default has occurred and iscontinuing or would result therefrom. The foregoing consent shall apply only to the specifictransactions described above and shall be subject to the conditions set forth above, and in allother respects, Agent and Lenders shall reserve and preserve their rights to require the Borrowers’strict compliance with Sections 9.10 and 9.11 of the Loan Agreement and all other terms andprovisions of the Financing Agreements.          (b) Notwithstanding anything to the contrary contained in the Loan Agreement or in anyGuaranty and Security Agreement dated March 29, 2004 (a “Guaranty”), Agent and Wachovia herebyacknowledge that in order to simplify its corporate structure Borrower Agent is in the process ofdissolving each of its subsidiaries, including AII and each Guarantor. Borrower Agent hasdetermined that such subsidiaries no longer hold material assets and serve no continuing businesspurpose. Borrower Agent confirms and represents that, upon such dissolution, Borrower Agent willsucceed to all of the assets of AII and each Guarantor and will assume all obligations to Agent andLenders of AII and each Guarantor. In consideration of such confirmation and representation, Agentand Wachovia consent to the dissolution of the subsidiaries, including AII and each Guarantor.Upon completion of the dissolutions, the Loan Agreement is amended to remove each reference to AIIand each Guarantor, so that all references to “Borrowers” will refer solely to Borrower Agent asthe sole remaining entity in Borrower Agent’s corporate organization, and each Guaranty of theGuarantors is terminated and merged into the Loan Agreement.     3. Effectiveness of this Amendment. Agent must have received the following items, inform and content acceptable to Agent, before this Amendment is effective.          (a) Amendment; Acknowledgement. This Amendment and the attached Acknowledgement byGuarantors, each fully executed in a sufficient number of counterparts for distribution to allparties.
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          (b) Amendment Fee. An amendment fee in the amount of Fifty Thousand Dollars($50,000), which fee shall be paid to Agent by Borrowers on or before the date hereof and is fullyearned as of the date hereof.          (c) Representations and Warranties. The representations and warranties set forthherein and in the Loan Agreement must be true and correct.          (d) Other Required Documentation. All other documents and legal matters in connectionwith the transactions contemplated by this Amendment shall have been delivered or executed orrecorded and shall be in form and substance satisfactory to Agent.     4. Representations and Warranties. Each Borrower represents and warrants as follows:          (a) Authority. Such Borrower has the requisite corporate power and authority toexecute and deliver this Amendment, and to perform its obligations hereunder and under theFinancing Agreements (as amended or modified hereby) to which it is a party. The execution,delivery and performance by such Borrower of this Amendment have been duly approved by allnecessary corporate action and no other corporate proceedings are necessary to consummate suchtransactions.          (b) Enforceability. This Amendment has been duly executed and delivered by suchBorrower. This Amendment and each Financing Agreement (as amended or modified hereby) is thelegal, valid and binding obligation of such Borrower, enforceable against such Borrower inaccordance with its terms, and is in full force and effect.          (c) Representations and Warranties. The representations and warranties contained ineach Financing Agreement (other than any such representations or warranties that, by their terms,are specifically made as of a date other than the date hereof) are correct on and as of the datehereof as though made on and as of the date hereof.          (d) Due Execution. The execution, delivery and performance of this Amendment arewithin the power of such Borrower, have been duly authorized by all necessary corporate action,have received all necessary governmental approval, if any, and do not contravene any law or anycontractual restrictions binding on such Borrower.          (e) No Default. No event has occurred and is continuing that constitutes an Event ofDefault.     5. Choice of Law. The validity of this Amendment, its construction, interpretationand enforcement, and the rights of the parties hereunder, shall be determined under, governed by,and construed in accordance with the internal laws of the State of California governing contractsonly to be performed in that State.     6. Counterparts. This Amendment may be executed in any number of counterparts and bydifferent parties and separate counterparts, each of which when so executed and
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delivered, shall be deemed an original, and all of which, when taken together, shallconstitute one and the same instrument. Delivery of an executed counterpart of a signature page tothis Amendment by telefacsimile shall be effective as delivery of a manually executed counterpartof this Amendment.     7. Reference to and Effect on the Financing Agreements.          (a) Upon and after the effectiveness of this Amendment, each reference in the Loan Agreementto “this Agreement”, “hereunder”, “hereof” or words of like import referring to the Loan Agreement,and each reference in the other Financing Agreements to “the Loan Agreement”, “thereof” or words oflike import referring to the Loan Agreement, shall mean and be a reference to the Loan Agreement asmodified and amended hereby.          (b) Except as specifically amended above, the Loan Agreement and all other FinancingAgreements, are and shall continue to be in full force and effect and are hereby in all respectsratified and confirmed and shall constitute the legal, valid, binding and enforceable obligationsof Borrowers to Agent and Lenders.          (c) The execution, delivery and effectiveness of this Amendment shall not, except as expresslyprovided herein, operate as a waiver of any right, power or remedy of Agent or any Lender under anyof the Financing Agreements, nor constitute a waiver of any provision of any of the FinancingAgreements.          (d) To the extent that any terms and conditions in any of the Financing Agreements shallcontradict or be in conflict with any terms or conditions of the Loan Agreement, after givingeffect to this Amendment, such terms and conditions are hereby deemed modified or amendedaccordingly to reflect the terms and conditions of the Loan Agreement as modified or amendedhereby.     8. Integration. This Amendment and the Loan Agreement as amended, together with theother Financing Agreements, incorporates all negotiations of the parties hereto with respect to thesubject matter hereof and is the final expression and agreement of the parties hereto with respectto the subject matter hereof.     9. Severability. In case any provision in this Amendment shall be invalid, illegal orunenforceable, such provision shall be severable from the remainder of this Amendment and thevalidity, legality and enforceability of the remaining provisions shall not in any way be affectedor impaired thereby.
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     IN WITNESS WHEREOF, the parties have entered into this Amendment as of the date first abovewritten.      ROCKFORD CORPORATION