Exhibit 10.14b 


FIRST AMENDMENT TO
CREDIT AGREEMENT


          THIS
FIRST AMENDMENT TO CREDIT AGREEMENT (the “Amendment”) dated March 17,
2010 is among UNIVERSAL POWER GROUP, INC. (the “Borrower”),
MONARCH OUTDOOR ADVENTURES, LLC (“Monarch”), each of the banks or other lending
institutions which is a party hereto (individually a “Bank” and collectively
the “Banks”), and WELLS FARGO BANK, NATIONAL ASSOCIATION, as the
administrative agent (the “Agent”). 


RECITALS:


          The
Borrower, Monarch, the Agent, and the Banks have entered into that certain
Credit Agreement dated as of December 16, 2009 (as amended or modified from
time to time, the “Credit Agreement”).


          NOW,
THEREFORE, in consideration of the premises herein contained and other good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto agree as follows effective as of the date
hereof:


ARTICLE I.


Definitions


          Section
1.1. Definitions. Capitalized terms used in this Amendment, to the
extent not otherwise defined herein, shall have the same meanings as in the
Credit Agreement.


ARTICLE II.


Amendment


          Section
2.1. Amendment to Section 7.13(a) of the Credit Agreement. The reference
to the date “February 1, 2009” in clause (a) of Section 7.13 of
the Credit Agreement is amended and restated to read “April 15, 2010”.


          Section
2.2. Addition to Article XII of the Credit Agreement. A new Section
12.23 is added to the end of Article XII of the Credit Agreement
immediately following Section 12.22 thereto and such new Section
12.23 shall read as follows:


          Section
12.23 Arbitration.


	
  

 	
  

 
	
  

 	
             (a)
 Arbitration. The parties hereto agree, upon demand by any party, to
 submit to binding arbitration all claims, disputes and controversies between
 or among them (and their respective employees, officers, directors,
 attorneys, and other agents), whether in tort, contract or otherwise in any
 way arising out of or relating to (i) any credit subject hereto, or any of
 the Loan Documents, and their negotiation, execution, collateralization,
 administration, repayment, modification, extension, substitution, formation,
 inducement, enforcement, default or termination; or (ii) requests for
 additional credit.

 
	
  

 	
  

 
	
  

 	
             (b)
 Governing Rules. Any arbitration proceeding will (i) proceed in a
 location in Texas selected by the American Arbitration Association (“AAA”);
 (ii) be governed by the Federal Arbitration Act (Title 9 of the United States
 Code).

 



FIRST AMENDMENT TO CREDIT AGREEMENT, Page 1









	
  

 	
  

 
	
  

 	
 notwithstanding any
 conflicting choice of law provision in any of the documents between the
 parties; and (iii) be conducted by the AAA, or such other administrator as
 the parties shall mutually agree upon, in accordance with the AAA’s
 commercial dispute resolution procedures, unless the claim or counterclaim is
 at least $1,000,000.00 exclusive of claimed interest, arbitration fees and
 costs in which case the arbitration shall be conducted in accordance with the
 AAA’s optional procedures for large, complex commercial disputes (the
 commercial dispute resolution procedures or the optional procedures for
 large, complex commercial disputes to be referred to herein, as applicable,
 as the “Rules”). If there is any inconsistency between the terms
 hereof and the Rules, the terms and procedures set forth herein shall
 control. Any party who fails or refuses to submit to arbitration following a
 demand by any other party shall bear all costs and expenses incurred by such
 other party in compelling arbitration of any dispute. Nothing contained
 herein shall be deemed to be a waiver by any party that is a bank of the
 protections afforded to it under 12 U.S.C. §91 or any similar applicable
 state law.

 
	
  

 	
  

 
	
  

 	
           (c)
 No Waiver of Provisional Remedies, Self-Help and Foreclosure. The
 arbitration requirement does not limit the right of any party to (i)
 foreclose against real or personal property collateral; (ii) exercise
 self-help remedies relating to collateral or proceeds of collateral such as
 setoff or repossession; or (iii) obtain provisional or ancillary remedies
 such as replevin, injunctive relief, attachment or the appointment of a
 receiver, before during or after the pendency of any arbitration proceeding.
 This exclusion does not constitute a waiver of the right or obligation of any
 party to submit any dispute to arbitration or reference hereunder, including
 those arising from the exercise of the actions detailed in sections (i), (ii)
 and (iii) of this paragraph.

 
	
  

 	
  

 
	
  

 	
           (d)
 Arbitrator Qualifications and Powers. Any arbitration proceeding in
 which the amount in controversy is $5,000,000.00 or less will be decided by a
 single arbitrator selected according to the Rules, and who shall not render
 an award of greater than $5,000,000.00. Any dispute in which the amount in
 controversy exceeds $5,000,000.00 shall be decided by majority vote of a
 panel of three arbitrators; provided however, that all three arbitrators must
 actively participate in all hearings and deliberations. The arbitrator will
 be a neutral attorney licensed in the State of Texas with a minimum of ten
 years experience in the substantive law applicable to the subject matter of
 the dispute to be arbitrated. The arbitrator will determine whether or not an
 issue is arbitratable and will give effect to the statutes of limitation in
 determining any claim. In any arbitration proceeding the arbitrator will
 decide (by documents only or with a hearing at the arbitrator’s discretion)
 any pre-hearing motions which are similar to motions to dismiss for failure
 to state a claim or motions for summary adjudication. The arbitrator shall
 resolve all disputes in accordance with the substantive law of Texas and may
 grant any remedy or relief that a court of such state could order or grant
 within the scope hereof and such ancillary relief as is necessary to make
 effective any award. The arbitrator shall also have the power to award
 recovery of all costs and fees, to impose sanctions and to take such other
 action as the arbitrator deems necessary to the same extent a judge could pursuant
 to the Federal Rules of Civil Procedure, the Texas Rules of Civil Procedure
 or other applicable law. Judgment upon the award rendered by the arbitrator
 may be entered in any court having jurisdiction. The institution and
 maintenance of an action for judicial relief or pursuit of a provisional or
 ancillary remedy shall not constitute a waiver of the right of any party,
 including the plaintiff, to submit the controversy or claim to arbitration if
 any other party contests such action for judicial relief.

 



FIRST AMENDMENT TO CREDIT AGREEMENT, Page 2









	
  

 	
  

 
	
  

 	
           (e)
 Discovery. In any arbitration proceeding, discovery will be permitted
 in accordance with the Rules. All discovery shall be expressly limited to
 matters directly relevant to the dispute being arbitrated and must be
 completed no later than 20 days before the hearing date. Any requests for an
 extension of the discovery periods, or any discovery disputes, will be
 subject to final determination by the arbitrator upon a showing that the
 request for discovery is essential for the party’s presentation and that no
 alternative means for obtaining information is available.

 
	
  

 	
  

 
	
  

 	
           (f)
 Class Proceedings and Consolidations. No party hereto shall be
 entitled to join or consolidate disputes by or against others in any
 arbitration, except parties who have executed any Loan Document, or to
 include in any arbitration any dispute as a representative or member of a
 class, or to act in any arbitration in the interest of the general public or
 in a private attorney general capacity.

 
	
  

 	
  

 
	
  

 	
           (g)
 Payment Of Arbitration Costs And Fees. The arbitrator shall award all
 costs and expenses of the arbitration proceeding.

 
	
  

 	
  

 
	
  

 	
           (h)
 Miscellaneous. To the maximum extent practicable, the AAA, the arbitrators
 and the parties shall take all action required to conclude any arbitration
 proceeding within 180 days of the filing of the dispute with the AAA. No
 arbitrator or other party to an arbitration proceeding may disclose the
 existence, content or results thereof, except for disclosures of information
 by a party required in the ordinary course of its business or by applicable
 law or regulation. If more than one agreement for arbitration by or between
 the parties potentially applies to a dispute, the arbitration provision most
 directly related to the Loan Documents or the subject matter of the dispute
 shall control. This arbitration provision shall survive termination,
 amendment or expiration of any of the Loan Documents or any relationship
 between the parties.

 


ARTICLE III.


Conditions
Precedent


          Section
3.1. Conditions Precedent. The effectiveness of Article II of this
Amendment is subject to the satisfaction of the following conditions precedent: 


                       (a)
The Agent shall have received this Amendment duly executed by the parties
hereto;


                       (b)
The representations and warranties contained herein and in all other Loan
Documents, as amended hereby, shall be true and correct in all material respects
as of the date hereof as if made on the date hereof, except for such
representations and warranties limited by their terms to a specific date;


                       (c) No Default shall have occurred and be continuing; and


                       (d) All proceedings taken in connection with the transactions contemplated by
this Amendment and all documentation and other legal matters incident thereto
shall be satisfactory to the Agent and its legal counsel, Hunton &
Williams, LLP.


FIRST AMENDMENT TO CREDIT AGREEMENT, Page 3