Exhibit 10.83
 GLOBAL AMENDMENT TO
NOTE, INDENTURE AND SECURITIES PURCHASE AGREEMENT
  
    
    Rockford Corporation, an Arizona corporation (Company);
    
    The Bank of New York Mellon Trust Company, N.A., as successor
to BNY Western Trust Company, a California banking corporation
(BNYM); and
    
    J.P. Morgan Securities Inc., a Delaware corporation (JP Morgan).
 RECITALS:
 A.
    
    Company, JP Morgan and certain other Noteholders (as defined in the Indenture
referenced below) entered into a Securities Purchase Agreement, dated as of June 10,
2004 (the Purchase Agreement), pursuant to which Company issued and sold to
Noteholders (i) $12,500,000 aggregate principal amount of Companys 4.5% Convertible
Senior Subordinated Secured Notes due 2009 (the Notes) and (ii) Warrants to Purchase
Common Stock for an aggregate of 590,737 shares of Companys Common Stock (the
Warrants).B.
    
    In connection with the transactions contemplated by the Purchase Agreement, one
or more of the parties, together with certain other parties thereto, entered into
certain ancillary agreements, each of which is dated as of June 10, 2004, including the
following (together with the Purchase Agreement, the Notes, and the Warrants, the
Operative Documents):
 
    
    Indenture between Company and BNYM, as Trustee, relating to the
Notes;
    
    Security Agreement among Company, Audio Innovations, Inc. and
BNYM,
as Agent for Noteholders; and
    
    Registration Rights Agreement among Company, Piper Jaffray and
Noteholders.
 C.
    
    Certain of the Operative Documents were amended, including to increase the
number of Warrants issued to Noteholders, pursuant to a Global Amendment to Notes,
Warrants, Indenture, Security Agreement, Warrant Agent Agreement and Registration
Rights Agreement and Waiver of Event of Default dated as of November 12, 2004.D.
    
    All of the Notes and Warrants issued pursuant to the Purchase Agreement and the
Indenture have been retired or cancelled other than Note Certificate No. 13 in the
aggregate principal amount of $5,000,000 issued to and held by




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JP Morgan (the JP Morgan Note) and Warrant Certificate No. 13 for 475,000 shares
of Common Stock of Company issued to and held by JP Morgan (the JP Morgan
Warrant).
 E.
    
    The JP Morgan Note matures and is due and payable in full on June 10, 2009.
Company has requested that JP Morgan grant an extension of time for the payment of
the JP Morgan Note as described in this Amendment. JP Morgan is willing to grant such
extension subject to Companys agreement to amend certain terms and conditions of the
Operative Documents as specified in this Amendment.
 AGREEMENTS:
 1.
    
    Defined Terms. Capitalized terms used but not defined in this
Amendment will have the meanings given them in the Operative Documents.2.
    
    Amendments to JP Morgan Note. The JP Morgan Note is amended as
follows:
 (a)
    
    The maturity date of the JP Morgan Note is extended to December
10, 2010; provided, however, Company must make principal payments on the JP
Morgan Note in the amount of $1,250,000 each in accordance with the following
schedule:
 
 On December 10, 2010, all unpaid principal and accrued but unpaid interest
will be due and payable in full.
 (b)
    
    Effective from and after June 10, 2009, the interest rate on
the JP Morgan Note will increase to 10.0% per annum payable semiannually on
each June 10 and December 10.(c)
    
    The title of the JP Morgan Note is amended to the extent
necessary to reflect the amendments in this Paragraph 2. Except as expressly
amended by this Paragraph 2, all other terms of the JP Morgan Note will
continue in full force and effect.
 At the request of the Trustee or JP Morgan, Company will execute and deliver to the
Trustee for authentication a new Note reflecting the foregoing amendments, and the
Trustee will thereupon authenticate and deliver the new Note to JP Morgan upon
surrender of the outstanding Note in accordance with Section 11.4 of the Indenture.
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3.
    
    Amendments to Indenture.
 (a)
    
    Section 16.1 of the Indenture is amended and restated in its
entirety as follows:
 th
 (b)
    
    Section 16.3(d) of the Indenture is amended to delete the
phrase or a Termination of Trading and Section 16.3(f) is deleted and will
have no further effect after the date of this Amendment. As a result of this
change Section 16.3(d) reads in full as follows:
  (c)
    
    The Indenture, including the form of Note attached as Exhibit A
to the Indenture, is amended to the extent necessary to reflect the amendments
in Paragraph 2 above.
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4.
    
    Amendment to Purchase Agreement. The second sentence of Section 4(f)
of the Purchase Agreement is deleted from the Purchase Agreement and declared null and
void.5.
    
    Affect of Amendments on Certain Other Provisions and Agreements.
Notwithstanding the extension of the maturity date of the JP Morgan Note and the other
amendments described above:
 (a)
    
    JP Morgans right to convert all or any portion of the
principal amount of the JP Morgan Note into shares of Common Stock expires on
June 10, 2009 as originally provided in the JP Morgan Note;(b)
    
    JP Morgans right to purchase shares of Common Stock pursuant
to the JP Morgan Warrant expires on June 10, 2009 as originally provided in the
JP Morgan Warrant;(c)
    
    The Registration Rights Agreement (other than Sections 6 and 7
of the Registration Rights Agreement, which will, subject to applicable law,
survive and continue in full force and effect in accordance with their terms)
will terminate and be of no further force and effect on June 10, 2009.(d)
    
    This Security Agreement continues in full force and effect and
nothing in this Amendment is intended to affect or impair BNYMs rights, as
Agent for the Noteholders, in the Collateral. Company will cause a UCC
continuation statement to be filed in the office of the Arizona Secretary of
State on or before June 11, 2009, the expiration date of the existing UCC
financing statement filed in favor of BNYM, as Agent (File No. 2004-13203433).
 6.
    
    Extension Fee. As additional consideration for JP Morgan entering into
this Amendment, including its agreement to extend the maturity date of the JP Morgan
Note, Company will pay to JP Morgan an extension fee in the amount of $50,000 payable
concurrently with the execution and delivery of this Amendment.7.
    
    Independent Advice. JP Morgan acknowledges and agrees that it has had
the opportunity to consult with its own counsel, accountants and other advisers
regarding the legal, tax and other implications of this Amendment.8.
    
    Integration. This Amendment incorporates all negotiations of the
parties hereto with respect to the subject matter of this Amendment and is the final
expression and agreement of the parties with respect to the subject matter of this
Amendment.9.
    
    Severability. If any provision of this Amendment is held to be
invalid, illegal or unenforceable, such provision will be severable from the remainder
of this Amendment and the validity, legality and enforceability of the remaining
 
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provisions of this Amendment will not in any way be affected or impaired thereby.
 10.
    
    Conflict. If there is any conflict between the provisions of this
Amendment and the provisions of any of the Operative Documents, the provisions of this
Amendment will control. Except as expressly amended hereby, the terms, conditions and
provisions of the Operative Documents remain in full force and effect.11.
    
    BNYM makes no representation to either Company or JP Morgan as to the validity or sufficiency of this Amendment.
  
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12.
    
    Effective Date. This Amendment is executed effective as of April 13, 2009.
 ROCKFORD CORPORATIONBy:Name:Title:THE BANK OF NEW YORK
MELLON TRUST COMPANY, N.A.By:Name:Title:J.P. MORGAN SECURITIES INC.By:Name:Title:
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