Second Amended and Restated Creditors' Subordination Agreement among Zunicom, Inc., Compass Bank, and Universal Power Group, Inc.

Summary

This agreement is between Zunicom, Inc. (the Creditor), Compass Bank (the Bank), and Universal Power Group, Inc. (the Borrower). It requires Zunicom, Inc. to subordinate any current or future loans or debts owed to it by Universal Power Group, Inc. to the debts that Universal Power Group, Inc. owes to Compass Bank, including a new $30 million revolving line of credit. This means Compass Bank’s claims must be paid first if Universal Power Group, Inc. defaults or faces bankruptcy. The agreement is a condition for the Bank to provide the new loan.

EX-10.1 2 exhibit_10-1.txt SECOND AMENDED AND RESTATED CREDITORS' SUBORDINATION AGREEMENT Exhibit 10.1 SECOND AMENDED AND RESTATED CREDITORS' SUBORDINATION AGREEMENT This Second Amended and Restated Creditors Subordination Agreement (the "Agreement") is made and entered into by ZUNICOM, INC., a Texas corporation (the "Creditor"), for the benefit of COMPASS BANK and its successors and assigns ("Bank"). WHEREAS, Universal Power Group, Inc., a Texas corporation ("Borrower") has applied to Bank for an increased revolving line of credit in the principal amount of $30,000,000.00 (the "Loan"); and WHEREAS, Creditor has heretofore loanded Borrower sums of money, has agreed to forebear correction of sums owed by Borrower to Creditor, and/or may hereafter grant further loans or forebearances to Borrower; and WHEREAS, Creditor has previously executed that certain Amended and Restated Creditors' Subordination Agreement dated as of June 19, 2007 in favor of Bank; and WHEREAS, as a condition to making the Loan, Bank has required that Creditor continue to subordinate any and all loans and indebtedness heretofore, now or hereafter owed or owing by Borrower to Creditor to any loan or indebtedness heretofore, now or hereafter owed or owing from Borrower to Bank, including, without limitation, any amounts now or hereafter owed or owing under or in connection with the Loan, as well as execute, deliver and perform this Agreement. NOW, THEREFORE, in consideration of the premises and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the undersigned Borrower and Creditor do hereby covenant and agree with Bank as follows: 1. Certain Definitions. Unless otherwise defined herein, the following terms have the following meanings: "Bank Indebtedness" means the principal of all loans from time to time owing from Borrow to Bank, all interest, whether now or hereafter accrued (including, without limitation, interest accrued subsequent to the filing of petition under any bankruptcy, insolveny or similar law), on such principal amounts of such loans and all other indebtedness, obligations and liaibilities (including without limitation, principal, interest and fees), whether now existing or hereafter incurred, of Borrower to Bank, including Exhibit 10.1 - 1 (The full text of this Second Amended and Restated Creditors Subordination Agreement is contained in the accompanying pdf document.)