Exhibit-10.74**FIFTH AMENDMENT TO LOAN AND SECURITY AGREEMENT**     THIS FIFTH AMENDMENT TO LOAN AND SECURITY AGREEMENT (this “Amendment”), dated as ofAugust 31, 2006, is entered into among WACHOVIA CAPITAL FINANCE CORPORATION (WESTERN), a Californiacorporation formerly known as Congress Financial Corporation (Western) (“Agent”), asadministrative 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 Californiacorporation formerly known as Congress Financial Corporation (Western), as a Lender(“Wachovia”), ROCKFORD CORPORATION, an Arizona corporation (“Borrower Agent”), andAUDIO INNOVATIONS, INC., an Oklahoma corporation (“AII” and together 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 and the Fourth Amendmentto Loan and Security Agreement and Consent dated as of March 21, 2006 (the “LoanAgreement”), pursuant to which Wachovia has made certain loans and financial accommodationsavailable to Borrowers. Terms used herein without definition shall have the meanings ascribed tothem in the Loan Agreement.     B. Borrowers have requested Agent and Wachovia to amend the Loan Agreement in certainrespects, and Agent and Wachovia are now willing to accommodate such request on the terms andconditions set forth herein.     C. 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. Reserve. The amount of the Reserve established pursuant to Section 1 of the FirstAmendment to Loan and Security Agreement and Conditional Default Waiver dated as of June 10, 2004,as amended by the Third Amendment to Loan and Security Agreement dated as of August 31, 2005, ishereby increased to Three Million Five Hundred Thousand Dollars
 

 
($3,500,000). Such Reserve is a permanent Reserve under the Loan and Security Agreement andshall not be reduced or eliminated without the written consent of Agent and the Lenders.     2. Amendments to Loan Agreement.          (a) The first sentence of the definition of “Borrowing Base” in Section 1.6 of the LoanAgreement is hereby amended and restated to read in its entirety as follows:     “‘Borrowing Base’ shall mean, at any time, the amount equal to: (a) the sum of(i) eighty-five percent (85%) of Eligible Accounts (other than Eligible Accounts describedin the immediately following clause (ii)), plus (ii) the lesser of Two Million Dollars($2,000,000) or seventy percent (70%) of foreign Eligible Accounts subject to creditinsurance as set forth in clause (e)(ii) of the within definition of ‘Eligible Accounts’,plus (b) the least of: (i) the sum of (A) during the months of December through May,inclusive, fifty-five percent (55%) of the Value of Eligible Inventory consisting offinished goods, and at all other times, fifty percent (50%) of the Value of such EligibleInventory, plus (B) thirty-five percent (35%) of the Value of Eligible Inventory consistingof raw materials for such finished goods or (ii) eighty-five percent (85%) of the NetOrderly Liquidation Value of Eligible Inventory, or (iii) Seven Million Five HundredThousand Dollars ($7,500,000), less (c) any Reserves.”          (b) The definition of “Eurodollar Rate Margin” in Section 1.34 of the Loan Agreement is herebyamended and restated to read in its entirety as follows:          “1.34 ‘Eurodollar Rate Margin’ shall mean five percent (5.00%) per annum.”          (c) The definition of “Letter of Credit Rate” in Section 1.56 of the Loan Agreement is herebyamended and restated to read in its entirety as follows:          “1.56 ‘Letter of Credit Rate’ shall mean five percent (5.00%) per annum.”          (d) The definition of “Maximum Credit” in Section 1.60 of the Loan Agreement is hereby amendedand restated to read in its entirety as follows:          “1.60 ‘Maximum Credit’ shall mean the amount of Twenty Million Dollars($20,000,000).”          (e) The definition of “Prime Rate Margin” in Section 1.76 of the Loan Agreement is herebyamended and restated to read in its entirety as follows:          “7.76 ‘Prime Rate Margin’ shall mean one percent (1.00%) per annum.”          (f) The definition of “Revolving Loan Limit” in Section 1.89 of the Loan Agreement is herebyamended and restated to read in its entirety as follows:          “1.89 ‘Revolving Loan Limit’ shall mean the amount of Twenty Million Dollars($20,000,000).”
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          (g) Section 9.17.1 of the Loan Agreement is hereby amended and restated to read in itsentirety as follows:     “9.17.1 EBITDA. Borrowers and their Subsidiaries, on a consolidated basis,shall earn EBITDA, calculated as of the last day of each period set forth below, of not lessthen the amount set forth opposite such periods:   Period AmountThree months ending September 30, 2006 <$   950,000>Four months ending October 31, 2006 <$1,187,000>Five months ending November 30, 2006 <$1,447,000>Six months ending December 31, 2006 <$1,529,000>     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, 2006), Borrowersshall furnish Agent with projected consolidated and consolidating financial statements(including in each case, forecasted balance sheets and statements of income and loss,statements of cash flow, and statements of shareholders’ equity) of Borrowers and theirSubsidiaries for the next fiscal year, all in reasonable detail, and in a format consistentwith the projections previously delivered by Borrowers to Agent, together with suchsupporting information as Agent may reasonably request. Such projected financial statementsshall be prepared on a monthly basis for the next succeeding fiscal year. Such projectionsshall represent the reasonable estimate by Borrowers of the future financial performance ofBorrowers and their Subsidiaries for the periods set forth therein and shall have beenprepared on the basis of the assumptions set forth therein which Borrowers believe are fairand reasonable as of the date of preparation in light of current and reasonably foreseeablebusiness conditions (it being understood that actual results may differ from those set forthin such projected financial statements). Based upon each such projected financialstatement, Agent shall reasonably set minimum EBITDA levels for Borrowers and theirSubsidiaries for the subject fiscal year, and Borrowers and their Subsidiaries shall earnEBITDA of not less than such minimum EBITDA levels.”     3. Effectiveness of this Amendment. Agent must have received the following items, inform and content acceptable to Agent, before this Amendment is effective.
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          (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 Twenty-Five Thousand Dollars($25,000), which fee shall be paid to Agent by Borrower 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.          (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.     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,
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and construed in accordance with the internal laws of the State of California governingcontracts only 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.          (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),