Exhibit 10.14c 


SECOND AMENDMENT
TO CREDIT AGREEMENT


          THIS
SECOND AMENDMENT TO CREDIT AGREEMENT (the “Amendment”) dated May _, 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 by that certain First Amendment to Credit Agreement dated March 17, 2010 and as further 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.


Amendments


          Section
2.1. Amendment to Section 1.1 of the Credit Agreement. The following
definitions set forth in Section
1.1 of the Credit Agreement are amended and restated in their respective
entireties to read as follows:


	
  

 	
  

 
	
  

 	
 “Adjusted
 Eurodollar Rate” means, (a) with respect to any Daily Rate Eurodollar
 Loan, an interest rate per annum
 (rounded upwards, if necessary, to the next 1/16 of 1%) equal to (i) the Daily One Month Libor Rate
 multiplied by (ii) the Statutory Reserve Rate and (b) with respect to any other Eurodollar Loan
 for any Interest Period, an interest rate per annum (rounded upwards, if necessary, to the next 1/16 of 1%) equal to
 (i) the Eurodollar Rate for such
 Interest Period multiplied by (ii) the Statutory Reserve Rate.

 


          Section
2.2. Addition to Section 1.1 of the Credit Agreement. The following
definitions are added to Section 1.1 of the Credit Agreement in
proper alphabetical order and shall read in their respective entireties as follows:


	
  

 	
  

 
	
  

 	
 “Daily
 One Month Libor Rate” means, for any date of determination, the rate
 (rounded upwards, if necessary, to
 the next 1/16 of 1%) appearing on Reuters Screen LIBOR01 Page (or on any successor or substitute page of
 such service, or any successor to or substitute
 for such service, providing rate quotations comparable to those currently provided on such page of such service, as
 determined by Agent from time to time for purposes of providing quotations of interest rates applicable to
 dollar deposits in the London
 interbank market) at approximately 11:00 a.m., London time, on such date of

 



SECOND AMENDMENT TO CREDIT
AGREEMENT, Page 1









	
  

 	
  

 
	
  

 	
 determination,
 as the rate for dollar deposits with a maturity of one (1) month. If at any time the London Interbank Offered Rate becomes
 unavailable, then the Prime Rate offered
 by Agent shall be substituted for the Daily One Month Libor Rate. Each change
 in the Daily One Month Libor Rate
 shall become effective each Business Day that the Agent determines that the Daily One Month Libor
 Rate has changed.

 
	
  

 	
  

 
	
  

 	
 “Daily
 Rate Eurodollar Loans” mean Eurodollar Loans bearing interest based on
 the Daily One Month Libor Rate.

 


          Section
2.3. Amendment to Section 3.1(b) of the Credit Agreement. The first
sentence of clause (b) of Section 3.1 of the Credit Agreement is amended
and restated to read as follows: 


	
  

 	
  

 
	
  

 	
 (b) Borrower shall elect an
 Interest for all Eurodollar Loans other than Daily Rate Eurodollar Loans.

 


          Section
2.4. Amendment to Section 3.2(b) of the Credit Agreement. Clause (b) of
Section 3.2 of the Credit Agreement is amended and restated to read as follows:


	
  

 	
  

 
	
  

 	
 (b)
 Accrued interest on the Eurodollar Loans (other than Daily Rate Eurodollar Loans) shall be due and payable on any date of
 prepayment, the Revolving Termination Date and on the last day of an Interest
 Period, and, if such Interest Period is longer than ninety days, every ninety (90) days after the
 commencement of such Interest Period. Accrued interest on Daily Rate Eurodollar Loans shall be due and
 payable on any date of prepayment, the Revolving Termination Date and on each
 Quarterly Payment Date.

 


          Section
2.5. Amendment to Section 4.3 of the Credit Agreement. Section 4.3 of
the Credit Agreement is amended and
restated to read as follows:  


	
  

 	
  

 
	
  

 	
 Section
 4.3. Certain Notices. Each termination or reduction of Commitments, borrowing of Loans and prepayment of Loans shall
 be made upon Borrower’s notice (which may be given by telephone promptly
 confirmed in writing by a Responsible Officer) to Agent in the form of Exhibit E hereto or another form
 reasonably acceptable to Agent and
 shall be effective only if received by Agent not later than 10:00 a.m. on the
 (a) day of the borrowing of a
 Swingline Loan, (b) first day prior to any borrowing, prepayment or repayment of any Base Rate Loan
 or Daily Rate Eurodollar Loan and (c) third Business Day prior to any
 borrowing, prepayment or repayment of any other Loan. Any such notice which
 is received by Agent after 10:00 a.m. on a Business Day shall be deemed to be received and shall be effective on
 the next Business Day. Each such notice when providing notice of a borrowing or prepayment shall specify: (a)
 the Loans to be borrowed or
 prepaid; (b) the amount (subject to Section 4.2 hereof) to be borrowed or prepaid; (c) the date of borrowing or prepayment
 (which shall be a Business Day); and (d)
 the Interest Period for any borrowing of a Eurodollar Loan (other than a
 Daily Rate Eurodollar Loan). Agent
 shall notify the Banks of the contents of each notice on the date of its receipt of the same or, if received on
 or after 10:00 a.m. on a Business Day, on the next Business Day.

 


          Section
2.6. Amendment to Section 4.4 of the Credit Agreement. Clause (a) of
Section 4.4 of the Credit Agreement
is amended and restated to read as follows:  


	
  

 	
  

 
	
  

 	
 (a)
 Optional Prepayments. Subject to Section 4.2 and the provisions of
 this Section 4.4, Borrower may, at
 any time and from time to time without premium or penalty upon prior notice to Agent as specified in Section
 4.3, prepay or repay any Loan in full or in

 



SECOND AMENDMENT TO CREDIT
AGREEMENT, Page 2









	
  

 	
  

 
	
  

 	
 part. Eurodollar Loans (other than Daily Rate Eurodollar
 Loans) may be prepaid or repaid
 only on the last day of the Interest Period applicable thereto unless
 Borrower pays to Agent for the account of
 the applicable Banks any amounts due under Section 4.12 as a result of such prepayment or repayment. Any
 optional prepayment of a Loan shall be accompanied with accrued
 interest on the amount prepaid to the date of prepayment and any partial prepayments thereof shall be
 applied to the principal installments due in the inverse order of maturity.

 


          Section
2.7. Amendment to Exhibit E. Exhibit E to the Credit Agreement is
amended and restated to read as Second Amendment Exhibit E attached hereto.


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.


ARTICLE IV.


Miscellaneous


          Section
4.1. Ratifications. The terms and provisions set forth in this Amendment
shall modify
and supersede all inconsistent terms and provisions set forth in the Credit
Agreement and except as expressly modified and superseded by this Amendment, the terms and
provisions of the Credit Agreement and the other Loan Documents are ratified and
confirmed and shall continue in full force and effect. The Borrower, Monarch, the Agent and the Banks agree that the
Credit Agreement, as amended hereby, and the
other Loan Documents shall continue to be legal, valid, binding and enforceable
in accordance with their terms.


          Section
4.2. Representations and Warranties. Each of the Borrower and Monarch
hereby represents and warrants to the Agent and the Banks as follows as of the
date hereof: (a) after giving effect to this Amendment, no Default exists and (b) the representations and
warranties set forth in the Loan Documents are true and correct in all material
respects on and as of the date hereof, with the same effect as if made on and as of such date except to the
extent such representations and warranties relate specifically to another date.


SECOND
AMENDMENT TO CREDIT AGREEMENT, Page 3





          Section
4.3. Survival of Representations and Warranties. All representations and
warranties made in this Amendment shall survive the execution and delivery of this
Amendment, and no investigation
by Agent or any Bank or any closing shall affect the representations and
warranties or the right of the Agent or any
Bank to rely upon them.


          Section
4.4. Reference to Credit Agreement. Each of the Loan Documents including
the Credit
Agreement are hereby amended so that any reference in such Loan Documents to
the Credit Agreement
shall mean a reference to Credit Agreement as amended hereby.


          Section
4.5. Expenses of Agent. The Borrower agrees to pay all costs and
expenses incurred by the Agent in connection with the preparation,
negotiation, and execution of this Amendment, including without limitation, the
costs and fees of the Agent’s legal counsel.


          Section
4.6. Severability. Any provision of this Amendment held by a court of
competent jurisdiction to be invalid or unenforceable shall not impair or
invalidate the remainder of this Amendment and the effect thereof shall be confined to the provision so held to be
invalid or unenforceable.


          Section
4.7. Applicable Law. This Amendment shall be governed by
and construed
in accordance with the laws of the State of Texas (without regard to the
conflicts of law provisions thereof) and the applicable laws of the United States
of America.


          Section
4.8. Successors and Assigns. This Amendment is binding upon and shall
inure to the benefit of the Agent, each Bank, the Borrower, Monarch and their
respective successors and assigns, except that the Borrower may not assign or transfer any
of its rights or obligations hereunder without the prior written consent of
each Bank.


          Section
4.9. Counterparts. This Amendment may be executed in counterparts and on
telecopy counterparts, each of which shall be deemed an original, but all of which
when taken together shall constitute one and the same agreement.


          Section
4.10. Effect of Waiver. No consent or waiver, express or implied, by the
Agent or any Bank to or for any breach of or deviation from any covenant, condition
or duty by the Borrower or any of the Obligated Parties shall be deemed a consent or waiver
to or of any other breach of the same or any other covenant, condition or duty.


          Section
4.11. Headings. The headings, captions, and arrangements used in this
Amendment are for
convenience only and shall not affect the interpretation of this Amendment.


          Section
4.12. ENTIRE AGREEMENT. THIS AMENDMENT AND THE OTHER LOAN DOCUMENTS EMBODY THE FINAL, ENTIRE AGREEMENT
AMONG THE PARTIES HERETO AND SUPERSEDE ANY
AND ALL PRIOR COMMITMENTS, AGREEMENTS, REPRESENTATIONS, AND
UNDERSTANDINGS, WHETHER WRITTEN OR ORAL, RELATING TO THIS AMENDMENT, AND MAY NOT BE CONTRADICTED OR VARIED BY EVIDENCE OF
PRIOR, CONTEMPORANEOUS OR SUBSEQUENT ORAL AGREEMENTS OR DISCUSSIONS OF
THE PARTIES HERETO. THERE ARE NO UNWRITTEN ORAL AGREEMENTS AMONG THE PARTIES HERETO.


SECOND
AMENDMENT TO CREDIT AGREEMENT, Page 4





          Executed as of the date first written above.


	
  

 	
  

 	
  

 
	
  

 	
 BORROWER:

 
	
  

 	
  

 	
  

 
	
  

 	
 UNIVERSAL POWER GROUP, INC.

 
	
  

 	
  

 	
  

 
	
 /s/ Julie Sansom Reese

 	
 By:

 	
 /s/ Ian Edmonds

 
	

 


 	
  

 	

 


 
	
 Julie Sansom Reese

Sr. VP of Finance

 	
  

 	
 Ian Edmonds 
President

 
	
  

 	
  

 	
  

 
	
  

 	
 MONARCH:

 
	
  

 	
  

 	
  

 
	
  

 	
 MONARCH OUTDOOR ADVENTURES,
 LLC

 
	
  

 	
  

 	
  

 
	
 /s/ Julie Sansom Reese

 	
 By:

 	
 /s/ Ian Edmonds

 
	

 


 	
  

 	

 


 
	
 Sr. VP of Finance

 	
  

 	
 Ian Edmonds 
Manager

 
	
  

 	
  

 	
  

 
	
  

 	
 AGENT AND BANKS:

 
	
  

 	
  

 	
  

 
	
  

 	
 WELLS FARGO BANK, NATIONAL
 ASSOCIATION,
as the Agent and as a
 Bank

 
	
  

 	
  

 	
  

 
	
  

 	
 By:

 	
 /s/ Clint Bryant

 
	
  

 	
  

 	

 


 
	
  

 	
  

 	
 Clint Bryant

 
	
  

 	
  

 	
 Senior Vice President

 



SECOND AMENDMENT TO CREDIT AGREEMENT, Page 5