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 CapitalStock so long as (i) the aggregate sum of the payments made on account of such repurchasesand 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 anysuch repurchase or redemption, and will not be less than Two Million Dollars ($2,000,000) onthat 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 witha liquidity projection in form and substance satisfactory to Agent demonstrating that theExcess Availability (before giving effect to the Permanent Reserve) will not be less thanTwo Million Dollars ($2,000,000) at any time during the thirty (30) days immediatelyfollowing the date of such repurchase or redemption, and (iv) no Default or Event of Defaulthas occurred and is continuing. The failure to maintain Excess Availability (before givingeffect to the Permanent Reserve) of at least Two Million Dollars ($2,000,000) at all timesduring the thirty (30) days immediately following the date of any such repurchase orredemption shall be deemed an Event of Default hereunder.”     The repurchases and redemptions permitted under the foregoing proviso shall be in addition tothose consented to in Section 2(a) of the Seventh Amendment to Loan and Security Agreement dated asof November 28, 2007.          (b) 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 $3,000,000. 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$2,000,000, 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
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computation of such net income), plus (c) charges for federal, state, local andforeign income taxes (to the extent deducted in the computation of such income).”     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; Acknowledgement. This Amendment and the attached Acknowledgement byGuarantor, each fully executed in a sufficient number of counterparts for distribution to allparties.          (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 isfully earned 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.     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.
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          (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
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validity, legality and enforceability of the remaining provisions shall not in any way beaffected or 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:                 WACHOVIA CAPITAL FINANCE