GLOBAL AMENDMENT TO NOTES, WARRANTS, INDENTURE, SECURITY AGREEMENT, WARRANT AGENT AGREEMENT AND REGISTRATION RIGHTS AGREEMENT AND WAIVER OF EVENT OF DEFAULT

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Rockford Corporation, an Arizona corporation (“Company”);

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Audio Innovations, Inc., an Oklahoma corporation (“AII”);

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BNY Western Trust Company, a California banking corporation (“BNY”); and

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the persons listed on the Schedule of Holders attached to this Amendment as Exhibit A (“Holders”).

A.

Company and Holders entered into a Securities Purchase Agreement, dated as of June 10, 2004 (the “Purchase Agreement”), pursuant to which Company issued and sold to 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 “Warrants”).

B.

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, the Notes, and the Warrants, the “Operative Documents”):

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Indenture between Company and BNY, as Trustee, relating to the Notes;

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Security Agreement among Company, AII and BNY, as Agent;

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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.

C.

As Company has advised BNY and Holders, an Event of Default occurred under Section 7.1(e) of the Indenture by virtue of the initiation of a voluntary receivership proceeding relating to MB Quart GmbH, a Subsidiary of Company (the “MB Quart Receivership”).

D.

Company has requested that BNY and Holders waive the Known Existing Default (as defined below) and certain additional matters arising under the Indenture. BNY and Holders are willing to grant such waivers subject to Company’s and AII’s agreement to amend certain terms and conditions of the Operative Documents as specified in this Amendment.

1.

Defined Terms. Capitalized terms used but not defined in this Amendment will have the meanings given them in the Operative Documents.

2.

Amendment to Notes. The reference to the “conversion price” in the first full paragraph on page 6 of each of the Notes is amended to reflect that the conversion price will be $4.61. At the request of the Trustee or any Holder, Company will execute and deliver to the Trustee for authentication a new Note reflecting the foregoing amendment, and the Trustee will thereupon authenticate and deliver the new Note to such Holder upon surrender of the outstanding Note in accordance with Section 11.4 of the Indenture.

3.

Amendments to Warrants.

(a)

Each of the Warrants is amended to reflect that such Warrant is exercisable for the number of shares of Common Stock of Company set forth on the attached Exhibit A.

(b)

Section 1(c) of each of the Warrants is amended to reflect that the Exercise Price of the Warrants is $3.73.

At the request of any Holder and upon written notice to Company and the Warrant Agent, Company will execute and deliver to the Warrant Agent a new Warrant Certificate reflecting the foregoing amendments, and the Warrant Agent will thereupon register and deliver the new Warrant Certificate to such Holder upon surrender of the outstanding Warrant Certificate in accordance with Section 5 of the Warrant Agent Agreement.

4.

Amendments to Indenture.

(a)

Section 17.10 of the Indenture is amended and restated in its entirety as follows:

In the event that the Company delivers an Officers’ Certificate and Opinion of Counsel certifying that its obligations under this Indenture have been satisfied and discharged by complying with

the provisions of Article XIII, the Trustee shall (i) execute, deliver and authorize such releases, termination statements and other instruments (in recordable form, where appropriate) as the Company or AII, as applicable, may reasonably request to evidence the termination of the Security Interests created by the Security Documents and (ii) not be deemed to hold the Security Interests for its benefit and the benefit of the holders of the Notes.

(b)

The form of Note attached as Exhibit A to the Indenture is amended to the extent necessary to reflect the amendment in Paragraph 2 above.

5.

Amendment to Security Agreement. Section 20(f) of the Security Agreement is amended and restated in its entirety as follows:

Subject to Section