Exhibit 4.9
AMENDMENT TO
WARRANTS, WARRANT AGENT AGREEMENT AND REGISTRATION RIGHTS
AGREEMENT
This Amendment to Warrants,
Warrant Agent Agreement and Registration Rights Agreement (this
“Amendment”) is dated as of November 12, 2004 and
is among:
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Rockford Corporation, an Arizona
corporation (“Company”);
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BNY
Western Trust Company, a California banking corporation
(“BNY”); and
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Piper Jaffray & Co.
(“Piper Jaffray”).
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RECITALS:
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A.
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Company entered into a Securities
Purchase Agreement, dated as of June 10, 2004 (the
“Purchase Agreement”), pursuant to which Company issued
and sold to certain Holders (the “Holders”) (i)
$12,500,000 aggregate principal amount of Company’s 4.5%
Convertible Senior Subordinated Secured Notes due 2009 (the
“Notes”) and (ii) Warrants to Purchase Common Stock for
an aggregate of 590,737 shares of Company’s Common Stock (the
“Holder Warrants”). In addition, Company also issued
Warrants to Purchase Common Stock for an aggregate of 59,073 shares
of Company’s Common Stock (the “Piper Warrants”
and, together with the “Holder Warrants”, the
“Warrants”) to Piper Jaffray.
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B.
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In
connection with the transactions contemplated by the Purchase
Agreement, one or more of the parties entered into the following
ancillary agreements, each of which is dated as of June 10, 2004
(together with the Purchase Agreement and the Warrants, the
“Operative Documents”):
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Warrant Agent Agreement between
Company and BNY, as Warrant Agent, relating to the Warrants;
and
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Registration Rights Agreement among
Company, Piper Jaffray and Holders.
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C.
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As
Company has advised BNY and Holders, an Event of Default occurred
under Section 7.1(e) of the Indenture relating to the Notes by
virtue of the initiation of a voluntary receivership proceeding
relating to MB Quart GmbH, a Subsidiary of Company (the “MB
Quart Receivership”).
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D.
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Company has requested that BNY and
Holders waive the Event of Default arising as a result of the MB
Quart Receivership and certain additional matters arising under the
Indenture (the “Known Existing Default”). Company,
Audio Innovations, Inc., BNY and Holders have entered into an
agreement to amend
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certain terms and conditions of the
Operative Documents and to waive the Known Existing Default (the
“Waiver”).
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E.
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Piper Jaff
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