exv10w81






EXHIBIT 10.81




EIGHTH AMENDMENT TO LOAN AND SECURITY AGREEMENT




     THIS EIGHTH AMENDMENT TO LOAN AND SECURITY AGREEMENT (this “Amendment”), dated as of
July ___, 2008, is entered into among WACHOVIA CAPITAL FINANCE CORPORATION (WESTERN), a California
corporation formerly known as Congress Financial Corporation (Western) (“Agent”), as
administrative and collateral agent for the Lenders party to the Loan Agreement (as defined below)
from time to time (“Lenders”), WACHOVIA CAPITAL FINANCE CORPORATION (WESTERN), a California
corporation formerly known as Congress Financial Corporation (Western), as a Lender
(“Wachovia”), and ROCKFORD CORPORATION, an Arizona corporation (“Borrower Agent”).



RECITALS




     A. Agent, Wachovia, Wachovia Bank, National Association, as arranger, Borrower Agent and Audio
Innovations, Inc., an Oklahoma corporation (“AII”) have previously entered into that
certain Loan and Security Agreement dated March 29, 2004 as amended by the First Amendment to Loan
and Security Agreement and Conditional Default Waiver dated as of June 10, 2004, the Second
Amendment to Loan and Security Agreement dated as of December 30, 2004, the Third Amendment to Loan
and Security Agreement dated as of August 31, 2005, the Fourth Amendment to Loan and Security
Agreement and Consent dated as of March 21, 2006, the Fifth Amendment to Loan and Security
Agreement dated as of August 31, 2006, the Sixth Amendment to Loan and Security Agreement dated as
of March 7, 2007 and the Seventh Amendment to Loan and Security Agreement dated as of November 28,
2007 (the “Loan Agreement”), pursuant to which Wachovia has made certain loans and
financial accommodations available to Borrower Agent and AII. Terms used herein without definition
shall have the meanings ascribed to them in the Loan Agreement.



     B. AII has since dissolved.



     C. Borrower Agent has requested Agent and Wachovia to amend the Loan Agreement in certain
respects, and Agent and Wachovia are willing to accommodate such request on the terms and
conditions set forth herein.



     D. Borrower Agent is 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 forth
in 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 hereby
acknowledged, the parties hereby agree as follows:



 









 





     1. Amendments to Loan Agreement.



          (a) Capital Stock. The following proviso is hereby added at the end of Section 9.11:





     “; provided, that, Borrower Agent may repurchase or redeem its Capital
Stock so long as (i) the aggregate sum of the payments made on account of such repurchases
and redemptions do not exceed Two Million Dollars ($2,000,000), (ii) the Excess Availability
(before giving effect to the Permanent Reserve) was not less than Two Million Dollars
($2,000,000) at any time during the thirty (30) days immediately preceding the date of any
such repurchase or redemption, and will not be less than Two Million Dollars ($2,000,000) on
that date after giving effect to such repurchase or redemption, (iii) at least five (5)
Business Days before any such repurchase or redemption, Borrower Agent furnishes Agent with
a liquidity projection in form and substance satisfactory to Agent demonstrating that the
Excess Availability (before giving effect to the Permanent Reserve) will not be less than
Two Million Dollars ($2,000,000) at any time during the thirty (30) days immediately
following the date of such repurchase or redemption, and (iv) no Default or Event of Default
has occurred and is continuing. The failure to maintain Excess Availability (before giving
effect to the Permanent Reserve) of at least Two Million Dollars ($2,000,000) at all times
during the thirty (30) days immediately following the date of any such repurchase or
redemption shall be deemed an Event of Default hereunder.”



     The repurchases and redemptions permitted under the foregoing proviso shall be in addition to
those consented to in Section 2(a) of the Seventh Amendment to Loan and Security Agreement dated as
of November 28, 2007.



          (b) EBITDA. Section 9.17.1 of the Loan Agreement is hereby amended 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 of twelve (12) consecutive months ending on the last
day of any fiscal quarter, of not less than $3,000,000. Notwithstanding the foregoing, if
on the last day of any of the foregoing periods, the Excess Availability before giving
effect to the Permanent Reserve, minus the sum of (a) all of the Borrowers’ trade payables
that 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
$2,000,000, then Borrowers will not be required to comply with the foregoing minimum
consolidated EBITDA covenant for the specific period then ending.




     For the purposes hereof, ‘EBITDA’ shall mean the net income of Borrowers and
their Subsidiaries determined on a consolidated basis in accordance with GAAP consistently
applied, 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 such
net income), plus (b) Interest Expense (to the extent deducted in the



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computation of such net income), plus (c) charges for federal, state, local and
foreign income taxes (to the extent deducted in the computation of such income).”



     2. Effectiveness of this Amendment. Agent must have received the following items, in
form and content acceptable to Agent, before this Amendment is effective.



          (a) Amendment; Acknowledgement. This Amendment and the attached Acknowledgement by
Guarantor, each fully executed in a sufficient number of counterparts for distribution to all
parties.




          (b) Amendment Fee. An amendment fee in the amount of Twenty-Five Thousand Dollars
($25,000), which fee shall be paid to Agent by Borrower Agent on or before the date hereof and is
fully earned as of the date hereof.




          (c) Representations and Warranties. The representations and warranties set forth
herein and in the Loan Agreement must be true and correct.




          (d) Other Required Documentation. All other documents and legal matters in connection
with the transactions contemplated by this Amendment shall have been delivered or executed or
recorded and shall be in form and substance satisfactory to Agent.




     3. Representations and Warranties. Borrower Agent represents and warrants as follows:



          (a) Authority. Borrower Agent has the requisite corporate power and authority to
execute and deliver this Amendment, and to perform its obligations hereunder and under the
Financing Agreements (as amended or modified hereby) to which it is a party. The execution,
delivery and performance by Borrower Agent of this Amendment have been duly approved by all
necessary corporate action and no other corporate proceedings are necessary to consummate such
transactions.




          (b) Enforceability. This Amendment has been duly executed and delivered by Borrower
Agent. This Amendment and each Financing Agreement (as amended or modified hereby) is the legal,
valid and binding obligation of Borrower Agent, enforceable against Borrower Agent in accordance
with its terms, and is in full force and effect.




          (c) Representations and Warranties. The representations and warranties contained in
each 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 date
hereof as though made on and as of the date hereof.




          (d) Due Execution. The execution, delivery and performance of this Amendment are
within the power of Borrower Agent, have been duly authorized by all necessary corporate action,
have received all necessary governmental approval, if any, and do not contravene any law or any
contractual restrictions binding on Borrower Agent.




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          (e) No Default. No event has occurred and is continuing that constitutes an Event of
Default.




     4. Choice of Law. The validity of this Amendment, its construction, interpretation
and 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 contracts
only to be performed in that State.



     5. Counterparts. This Amendment may be executed in any number of counterparts and by
different parties and separate counterparts, each of which when so executed and delivered, shall be
deemed an original, and all of which, when taken together, shall constitute one and the same
instrument. Delivery of an executed counterpart of a signature page to this Amendment by
telefacsimile shall be effective as delivery of a manually executed counterpart of this Amendment.



     6. Reference to and Effect on the Financing Agreements.



          (a) Upon and after the effectiveness of this Amendment, each reference in the Loan Agreement
to “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 of
like import referring to the Loan Agreement, shall mean and be a reference to the Loan Agreement as
modified and amended hereby.




          (b) Except as specifically amended above, the Loan Agreement and all other Financing
Agreements, are and shall continue to be in full force and effect and are hereby in all respects
ratified and confirmed and shall constitute the legal, valid, binding and enforceable obligations
of Borrower Agent to Agent and Lenders.




          (c) The execution, delivery and effectiveness of this Amendment shall not, except as expressly
provided herein, operate as a waiver of any right, power or remedy of Agent or any Lender under any
of the Financing Agreements, nor constitute a waiver of any provision of any of the Financing
Agreements.




          (d) To the extent that any terms and conditions in any of the Financing Agreements shall
contradict or be in conflict with any terms or conditions of the Loan Agreement, after giving
effect to this Amendment, such terms and conditions are hereby deemed modified or amended
accordingly to reflect the terms and conditions of the Loan Agreement as modified or amended
hereby.




     7. Integration. This Amendment and the Loan Agreement as amended, together with the
other Financing Agreements, incorporates all negotiations of the parties hereto with respect to the
subject matter hereof and is the final expression and agreement of the parties hereto with respect
to the subject matter hereof.



     8. Severability. In case any provision in this Amendment shall be invalid, illegal or
unenforceable, such provision shall be severable from the remainder of this Amendment and the



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validity, legality and enforceability of the remaining provisions shall not in any way be
affected or impaired thereby.




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     IN WITNESS WHEREOF, the parties have entered into this Amendment as of the date first above
written.



	 	 	 	 	 	 	 
	 	 	ROCKFORD CORPORATION	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 
	 

	 	Name:
	 

	 	 
	 

	 	 	 	 	 	 
	 

	 	Title:
	 
	 

	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 	 	WACHOVIA CAPITAL FINANCE

 CORPORATION (WESTERN), 

as Agent and as a Lender
	 
	 	 	 	 	 	 
	 

	 	By:
	 
	 

	 	 	 	 	 	 
	 

	 	Name:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	Title:
	 
	 

	 	 	 	 	 	 





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ACKNOWLEDGEMENT BY GUARANTOR




Dated as of July ___, 2008




     The undersigned, being a guarantor (“Guarantor”) under its Guaranty and Security
Agreement dated March 29, 2004, made in favor of Agent and Lenders (as amended, modified or
supplemented, the “Guaranty”) hereby acknowledges and agrees to the foregoing Eighth
Amendment to Loan and Security Agreement (the “Amendment”) and confirms and agrees that the
Guaranty is and shall continue to be, in full force and effect and is hereby ratified and confirmed
in all respects except that, upon the effectiveness of, and on and after the date of the Amendment,
each reference in the Guaranty to the Loan Agreement (as defined in the Amendment), “thereunder”,
“thereof” or words of like import referring to the “Loan Agreement”, shall mean and be a reference
to the Loan Agreement as amended or modified by the Amendment. Although Lender has informed
Guarantor of the matters set forth above, and Guarantor has acknowledged the same, Guarantor
understands and agrees that Lender has no duty under the Loan Agreement, the Guaranty or any other
agreement with Guarantor to so notify Guarantor or to seek such an acknowledgement, and nothing
contained herein is intended to or shall create such a duty as to any advances or transaction
hereafter.



	 	 	 	 	 	 	 
	 	 	MB QUART SHANGHAI, INC.	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 
	 

	 	Name:
	 	 

	 	 
	 

	 	 	 	 	 	 
	 

	 	Title:
	 
	 

	 	 	 	 	 	 






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