Exhibit 10.78**SIXTH AMENDMENT TO LOAN AND SECURITY AGREEMENT AND WAIVER**     THIS SIXTH AMENDMENT TO LOAN AND SECURITY AGREEMENT AND WAIVER (this “Amendment”),dated as of March ___, 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 and the Fifth Third Amendment toLoan and Security Agreement dated as of August 31, 2006 (the “Loan Agreement”), pursuant towhich Wachovia has made certain loans and financial accommodations available to Borrowers. Termsused herein without definition shall have the meanings ascribed to them in the Loan Agreement.     B. The following Event of Default has occurred and is continuing under the Loan Agreement:Borrowers and their Subsidiaries failed to earn a minimum consolidated EBITDA during the six (6)months ended December 31, 2006 as required in Section 9.17.1 of the Loan Agreement (the foregoingEvent of Default will be referred to herein as the “Known Existing Default”).     C. Borrowers have requested Agent and Wachovia to amend the Loan Agreement in certain respectsand to waive the Known Existing Default, and Agent and Wachovia are now willing to accommodate suchrequest on the terms and conditions set forth herein.     D. 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. Amendment to Loan Agreement. Section 9.17.1 of the Loan Agreement is herebyamended and restated to read in its entirety as follows:     “9.17.1 EBITDA. Borrowers and their Subsidiaries, on a consolidated basis,shall earn EBITDA, during each period set forth below, of not less then the amount set forthopposite such period:     Period AmountThree months ending March 31, 2007  <$500,000> Six months ending June 30, 2007 $1,250,000 Nine months ending September 30, 2007 $3,000,000 Twelve months ending December 31, 2007 $4,000,000      Notwithstanding the foregoing, if on the last day of any of the foregoing periods, thedifference between the Excess Availability (before giving effect to the $3,500,000 permanentReserve but after giving effect to any other Reserves) minus the sum of (a) all of theBorrowers’ trade payables that are then more than thirty (30) days past due, plus (b) all ofthe Borrowers’ obligations and liabilities (other than trade payables) that are then pastdue, exceeds $7,000,000 in the case of March 31, 2007, June 30, 2007 and September 30, 2007,and $8,000,000 in the case of December 31, 2007, then Borrowers will not be required tocomply with the foregoing minimum consolidated EBITDA covenant for the specific period thenending.     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).     On or before December 15 of each year (commencing with December 15, 2007), Borrowersshall furnish Agent with projected consolidated and consolidating financial
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statements (including in each case, forecasted balance sheets and statements of incomeand loss, statements of cash flow, and statements of shareholders’ equity) of Borrowers andtheir Subsidiaries for the next fiscal year, all in reasonable detail, and in a formatconsistent with the projections previously delivered by Borrowers to Agent, together withsuch supporting information as Agent may reasonably request. Such projected financialstatements shall be prepared on a monthly basis for the next succeeding fiscal year. Suchprojections shall represent the reasonable estimate by Borrowers of the future financialperformance of Borrowers and their Subsidiaries for the periods set forth therein and shallhave been prepared on the basis of the assumptions set forth therein which Borrowers believeare fair and reasonable as of the date of preparation in light of current and reasonablyforeseeable business conditions (it being understood that actual results may differ fromthose set forth in such projected financial statements). Based upon each such projectedfinancial statement, Agent shall reasonably set minimum EBITDA levels for Borrowers andtheir Subsidiaries for the subject fiscal year, and Borrowers and their Subsidiaries shallearn EBITDA of not less than such minimum EBITDA levels.”     2. Waiver of Known Existing Default. Agent and Wachovia hereby waive enforcement oftheir rights against Borrowers arising from the Known Existing Default; provided, however, nothingherein shall be deemed a waiver with respect to any failure of Borrowers to comply fully withSection 9.17.1 of the Loan Agreement as amended and modified by this Amendment. This waiver shallbe effective only for the specific default comprising the Known Existing Default, and in no eventshall this waiver be deemed to be a waiver of enforcement of Agent’s or Wachovia’s rights withrespect to any other Defaults or Events of Default now existing or hereafter arising. Nothingcontained in this Amendment nor any communications between any Borrower and Agent or Wachovia shallbe a waiver of any rights or remedies Agent or Wachovia has or may have against Borrowers, exceptas specifically provided herein. Except as specifically provided herein, Agent and Wachovia herebyreserve and preserve all of their rights and remedies against Borrowers under the Loan Agreementand the other Financing Agreements. Subject to the conditions set forth in Section 3 below, thewaiver contained in this Section 2 shall be effective retroactively to December 31, 2006.     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.          (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.
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          (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, except for the Known Existing Default.     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 delivered, shall bedeemed an original, and all of which, when taken together, shall constitute one and the sameinstrument. Delivery of an executed counterpart of a signature page to this Amendment bytelefacsimile shall be effective as delivery of a manually executed counterpart of this Amendment.     7. Reference to and Effect on the Financing Agreements.
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          (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, together with the other Financing Agreements,incorporates all negotiations of the parties hereto with respect to the subject matter hereof andis the final expression and agreement of the parties hereto with respect to the subject matterhereof.     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             By:              Name:              Title:                      AUDIO INNOVATIONS, INC.             By:              Name:              Title:                      WACHOVIA CAPITAL FINANCE CORPORATION (WESTERN),