WAIVER As of April 14, 2005

Exhibit 10.16

WAIVER

As of April 14, 2005

CELLSTAR CORPORATION,

as Administrative Borrower

0000 Xxxxxxxxxx Xxxxx

Xxxxxxxxxx, Xxxxx 00000

Ladies and Gentlemen:

Reference is hereby made to that certain Loan and Security Agreement (as amended, restated, supplemented or otherwise modified from time to time, the “Loan Agreement”), dated as of September 28, 2001, by and among CellStar Corporation, a Delaware corporation (the “Parent”), certain of its Subsidiaries (as defined therein) signatory thereto (together with the Parent, each a “Borrower” and collectively the “Borrowers”), the lenders signatory thereto (“Lenders”) and Xxxxx Fargo Foothill, Inc., as Administrative Agent for the Lenders (the “Agent”). All capitalized terms not otherwise defined herein shall have the meanings set forth in the Loan Agreement.

The Borrowers have failed to perform obligations owed to the Agent and the Lenders under the terms and conditions of the Loan Agreement as a result of the Parent’s failure to (i) file its Form 10-K Annual Report for the fiscal year ending November 30, 2004 on or before March 1, 2005 in violation of Section 4.08 of the Indenture (the “Indenture”) for the Parent’s 12% Senior Subordinated Notes due January 2007 (the “Subordinated Notes”), and (ii) cause its independent public accountants to deliver a letter (the “Accountants Letter”) to the Trustee (as defined in the Indenture) confirming that their audit examination included a review of the terms of the Indenture and whether any “Default” or “Event of Default” has come to their attention as required pursuant to Section 4.06(b) of the Indenture, in each case resulting in an Event of Default under Section 8.9 of the Loan Agreement (the “Existing Events of Default”). The Agent and the Lenders have previously waived the Existing Events of Default provided that, among other things, the Parent file its Form 10-K Annual Report and deliver the Accountants Letter on or prior to April 15, 2005 pursuant to that certain Waiver dated as of March 1, 2005 and that certain Waiver and Consent dated as of March 29, 2005 (collectively, the “Previous Waiver”). The Borrowers anticipate that the Parent will not file its Form 10-K Annual Report or deliver the Accountants Letter on or before April 15, 2005, in which case the Previous Waiver will be of no further force or effect.

In addition, the Borrowers anticipate that they will be unable to perform obligations owed to the Agent and the Lenders under the terms and conditions of the Loan Agreement as a result of the Parent’s failure to file its Form 10-Q Quarterly Report for the fiscal quarter ending February 28, 2005 on or before April 15, 2005 in violation of Section 4.08 of the Indenture resulting in an Event of Default under Section 8.9 of the

Loan Agreement (the “Anticipated Event of Default”; together with the Existing Events of Default, collectively the “Specified Events of Default”). As such, CellStar Corporation, as Administrative Borrower, has requested that the Agent and the Lenders (i) extend the delivery date for the Form 10-K Annual Report and the Accountants Letter as required under the Previous Waiver until May 16, 2005, (ii) waive the Anticipated Event of Default and (iii) further extend the date of delivery for the Parent’s Financial Statements required pursuant to Section 6.3(b) of the Loan Agreement until May 16, 2005.

The Agent and the Lenders hereby (i) extend the delivery date for the Form 10-K Annual Report and the Accounts Letter as required under the Previous Waiver until May 16, 2005 and (ii) waive the Anticipated Event of Default; and their respective rights and remedies under the Loan Agreement arising as a result of the Anticipated Event of Default, in each case so long as the following conditions are satisfied: (a) the Parent shall file its Form 10-K Annual Report for the fiscal year ended November 30, 2004 and its Form 10-Q Quarterly Report for the fiscal quarter ended February 28, 2005 on or before May 16, 2005 and (b) the holders of the Subordinated Notes (or the Trustee on behalf of the holders of the Subordinated Notes) shall not exercise any remedies against any Loan Party with respect to the Specified Events of Default (other than giving of notice of default pursuant to Section 6.01(c) of the Indenture). Each Borrower hereby acknowledges and agrees that the failure of the events set forth in (a) and (b) above to occur shall cause this Waiver to be of no further effect.

In addition, the Agent and the Lenders hereby further waive the provisions of Section 6.3(b) of the Loan Agreement to the extent necessary to permit the Parent to deliver audited financial statements for the Parent and its Subsidiaries for the fiscal year ending November 30, 2004 required pursuant to Section 6.3(b) of the Loan Agreement, no later than May 16, 2005.

Each of the Borrowers hereby represents and warrants that (i) as of the date hereof, the holders of the Subordinated Notes (or the trustee on behalf of the holders of the Subordinated Notes) have not exercised any remedies against any Loan Party with respect to the Specified Events of Default or given notice of default pursuant to Section 6.01(c) of the Indenture with respect to the Specified Events of Default and (ii) after giving effect hereto, no event has occurred and is continuing which constitutes an Event of Default or would constitute an Event of Default but for the requirement that notice be given or time elapse or both.

This Waiver shall not waive any other requirement or hinder, restrict or otherwise modify the rights and remedies of the Agent and the Lenders following the occurrence of any other failure to comply with the obligations under the Subordinated Notes, or the occurrence of any other Event of Default under the Loan Agreement. Except as otherwise expressed herein, the text of the Loan Agreement and the other Loan

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Documents shall remain in full force and effect, and the Agent and the Lenders hereby reserve the right to require strict compliance in the future with all terms and conditions of the Loan Agreement and the other Loan Documents.

This Waiver may be executed in any number of counterparts, each of which shall be deemed an original but all of which, when taken together, shall constitute one in the same agreement. Delivery of a counterpart hereto by facsimile transmission or by transmission of an Adobe portable document format file (also known as a “PDF file”) shall be as effective as delivery of an original counterpart hereto.

This Waiver shall be deemed to be made pursuant to the laws of the State of Georgia with respect to agreements made and to be performed wholly in the State of Georgia, and shall be construed, interpreted, performed and enforced in accordance therewith.

This Waiver shall be effective as of the date set forth above upon the execution hereof by the Agent, the Required Lenders and the Administrative Borrowers.

This Waiver shall constitute a Loan Document for all purposes.

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AGENT AND LENDERS:						XXXXX FARGO FOOTHILL, INC., a California corporation, as Agent and as a Lender
						By:		/s/ Xxxxxx Xxxxxxx
						Name:		Xxxxxx Xxxxxxx
						Title:		Vice President
						FLEET CAPITAL CORPORATION, as a Lender
						By:		/s/ H. Xxxxxxx Xxxxx
						Name:		H. Xxxxxxx Xxxxx
						Title:		Senior Vice President
						TEXTRON FINANCIAL CORPORATION, as a Lender
						By:		/s/ Xxxxxx X. Xxxx
						Name:		Xxxxxx X. Xxxx
						Title:		Senior Account Executive
						PNC BANK NATIONAL ASSOCIATION, as a Lender
						By:		/s/ Xxxxx X. Xxxxxxx
						Name:		Xxxxx X. Xxxxxxx
						Title:		Vice President

[SIGNATURE PAGE TO WAIVER LETTER]

Acknowledged and agreed to as of the date first written above:

BORROWERS:						CELLSTAR CORPORATION, a Delaware corporation
						By:		/s/ Xxxxxx Xxxx Xxxxxxxxx
						Name:		Xxxxxx Xxxx Xxxxxxxxx
						Title:		Sr. VP and General Counsel
						CELLSTAR, LTD., a Texas limited partnership
						By:		National Auto Center, Inc., its General Partner
						By:		/s/ Xxxxxx Xxxx Xxxxxxxxx
						Name:		Xxxxxx Xxxx Xxxxxxxxx
						Title:		Sr. VP and General Counsel
						NATIONAL AUTO CENTER, INC., a Delaware corporation
						By:		/s/ Xxxxxx Xxxx Xxxxxxxxx
						Name:		Xxxxxx Xxxx Xxxxxxxxx
						Title:		Sr. VP and General Counsel
						CELLSTAR FINANCO, INC., a Delaware corporation
						By:		/s/ Xxxxxx Xxxx Xxxxxxxxx
						Name:		Xxxxxx Xxxx Xxxxxxxxx
						Title:		Sr. VP and General Counsel

[SIGNATURE PAGE TO WAIVER LETTER]

						CELLSTAR INTERNATIONAL CORPORATION/SA, a Delaware corporation
						By:		/s/ Xxxxxx Xxxx Xxxxxxxxx
						Name:		Xxxxxx Xxxx Xxxxxxxxx
						Title:		Sr. VP and General Counsel
						CELLSTAR FULFILLMENT, INC., a Delaware corporation
						By:		/s/ Xxxxxx Xxxx Xxxxxxxxx
						Name:		Xxxxxx Xxxx Xxxxxxxxx
						Title:		Sr. VP and General Counsel
						CELLSTAR INTERNATIONAL CORPORATION/ASIA, a Delaware corporation
						By:		/s/ Xxxxxx Xxxx Xxxxxxxxx
						Name:		Xxxxxx Xxxx Xxxxxxxxx
						Title:		Sr. VP and General Counsel
						AUDIOMEX EXPORT CORP., a Texas corporation
						By:		/s/ Xxxxxx Xxxx Xxxxxxxxx
						Name:		Xxxxxx Xxxx Xxxxxxxxx
						Title:		Sr. VP and General Counsel
						NAC HOLDINGS, INC., a Nevada corporation
						By:		/s/ Xxxxxx Xxxx Xxxxxxxxx
						Name:		Xxxxxx Xxxx Xxxxxxxxx
						Title:		President

[SIGNATURE PAGE TO WAIVER LETTER]

						CELLSTAR GLOBAL SATELLITE SERVICES, LTD., a Texas limited partnership
						By:		National Auto Center, Inc., its General Partner
						By:		/s/ Xxxxxx Xxxx Xxxxxxxxx
						Name:		Xxxxxx Xxxx Xxxxxxxxx
						Title:		Sr. VP and General Counsel
						CELLSTAR FULFILLMENT LTD., a Texas limited partnership
						By:		CellStar Fulfillment, Inc., its General Partner
						By:		/s/ Xxxxxx Xxxx Xxxxxxxxx
						Name:		Xxxxxx Xxxx Xxxxxxxxx
						Title:		Sr. VP and General Counsel

[SIGNATURE PAGE TO WAIVER LETTER]