1. Amendments to Loan Agreement.          (a) Events of Default. Section 10.1(n) of the Loan Agreement is hereby amended andrestated to read in its entirety as follows:          “(n) Intentionally Omitted;”     2. Effectiveness of this Amendment. Agent must have received the following items, inform and content acceptable to Agent, before this Amendment is effective.          (a) Amendment. This Amendment, fully executed in a sufficient number of counterpartsfor distribution to all parties.          (b) Representations and Warranties. The representations and warranties set forthherein and in the Loan Agreement must be true and correct.          (c) 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.     3. Representations and Warranties. Borrower Agent represents and warrants as follows:          (a) Authority. Borrower Agent 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 Borrower Agent 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 BorrowerAgent. 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 accordancewith 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 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 anycontractual restrictions binding on Borrower Agent.
 

 
          (e) No Default. No event has occurred and is continuing that constitutes an Event ofDefault.     4. 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.     5. 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.     6. 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 Borrower Agent 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.     7. 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.     8. 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 the
 

 
validity, legality and enforceability of the remaining provisions shall not in any way beaffected or impaired thereby.[Remainder of Page Left Intentionally Blank]
 

 
     IN WITNESS WHEREOF, the parties have entered into this Amendment as of the date first abovewritten.      ROCKFORD CORPORATION