Exhibit 10.1
THIRD AMENDMENT AND WAIVER
TO LOAN AGREEMENT
This THIRD AMENDMENT AND WAIVER TO LOAN AGREEMENT (this
"Amendment") is entered into as of May 9, 2002, by and among CELLSTAR
CORPORATION, a Delaware corporation ("Parent"), each of Parent's Subsidiaries
signatory hereto (together with Parent, each an individual "Borrower," and
collectively, the "Borrowers"), the lenders signatory hereto (the "Lenders"),
and FOOTHILL CAPITAL CORPORATION, in its capacity as agent (the "Agent") for the
Lenders,
W I T N E S S E T H:
WHEREAS, the Borrowers, the Lenders and the Agent have entered
into that certain Loan and Security Agreement dated as of September 28, 2001, as
amended by that certain First Amendment to Loan Agreement dated as of October
12, 2001, and as further amended by that certain Second Amendment to Loan
Agreement dated as of February 11, 2002 (as the same may be further modified,
amended, restated or supplemented from time to time, the "Loan Agreement"),
pursuant to which the Lenders have agreed to make loans and other financial
accommodations to the Borrowers from time to time; and
WHEREAS, the Borrowers have requested that the Agent and the
Lenders amend and/or make necessary waivers to permit the Borrowers to implement
a plan to (i) discontinue its operations in the United Kingdom, Argentina,
Ireland, Barbados and Peru; (ii) maximize the value to the Parent of its
operations in Sweden, the Netherlands, Colombia and Chile; and (iii) dispose of
the assets, if appropriate, used in connection with such foreign operations
through an asset sale, stock sale or otherwise, including the divestiture and/or
liquidation of the Subsidiaries listed on Schedule 1 attached hereto
(collectively, the "Restructuring Subsidiaries") (such plan hereinafter referred
to as the "Restructuring Plan"); and
WHEREAS, the Borrowers have requested that the Agent and the
Lenders amend the Loan Agreement to remove CellStar Netherlands B.V. from the
Fixed Charge Coverage Ratio for the Subsidiaries operating in the geographic
area comprising Europe, so as to permit CellStar Netherlands B.V. to enter into
a revolving asset-based credit facility to fund the Borrowers' operations in the
Netherlands without violating the Fixed Charge Coverage Ratio covenant set forth
in Section 7.20(b) of the Loan Agreement; and
WHEREAS, the Borrowers have requested that the Agent and the
Lenders amend the Loan Agreement to exclude principal payments on short term
borrowings made by the Borrowers' Foreign Subsidiaries located in Asia from the
Fixed Charge Coverage Ratio calculation for the Borrowers' Subsidiaries
operating within the geographic region comprising Asia; and
WHEREAS, the Borrowers have requested that the Agent and the
Lenders amend the definition of "Permitted Affiliate Transactions" to allow
Parent to guaranty personal property operating leases of its Subsidiaries; and
WHEREAS, the Borrowers have requested that the Agent and the
Lenders permit the assignment of certain intercompany accounts receivable
between and among certain of the Borrowers and Celular Express S.A. de C.V.,
CellStar Netherlands Holding B.V. and CellStar (UK) Ltd.; and
WHEREAS, the Agent and the Lenders have agreed to the
requested amendments and waivers on the terms and conditions set forth herein;
NOW THEREFORE, in consideration of the foregoing premises and
other good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, the parties hereto hereby agree that all capitalized terms
not otherwise defined herein shall have the meanings ascribed to such terms in
the Loan Agreement and further agree as follows:
1. Amendment to Section 1.1 of the Loan Agreement.
(a) Section 1.1 of the Loan Agreement, "Definitions," is
hereby modified and amended by deleting the existing definition of "Fixed Charge
Coverage Ratio" and inserting the following definition in substitution thereof:
""Fixed Charge Coverage Ratio" means, with respect to any
Person during any fiscal period and without duplication, the ratio for such
Person during such fiscal period, of (a) EBITDA, minus (i) cash capital
expenditures, minus (ii) tax expense (excluding amounts to be offset by any net
operating losses) for such Person during such fiscal period, plus cash tax
refunds received in such period, to (b) (i) principal payments made by such
Person on any Indebtedness during such fiscal period (other than refinancings
permitted by Section 7.1(d), payments on Advances, payments on revolving loans
under any Permitted Foreign Subsidiary Credit Facility to the extent available
to be reborrowed under such facility or cash collateral is released as a result
thereof, payments under any Permitted Foreign Subsidiary Credit Facility with an
initial term, including any permitted extensions thereof, of six (6) months or
less, cash payments on the Convertible Subordinated Debt required by Section
6.16, and refinancings of debt of a Foreign Subsidiary with the proceeds of a
credit facility obtained by another Foreign Subsidiary within the same non-U.S.
geographic region) and (ii) cash interest expense minus cash interest income
during such fiscal period."
(b) Section 1.1 of the Loan Agreement, "Definitions," is
hereby modified and amended by deleting subsection (a) of the definition of
"Permitted Affiliate Transaction" set forth therein in its entirety and
inserting the following in substitution thereof:
"(a) Transactions between Parent and its Subsidiaries
(including Borrowers). Parent may, provided that no Event of Default exists or
will result therefrom (i) guarantee obligations of any Subsidiary, including any
Borrower, with respect to (A) trade payables consisting of goods or materials
purchased in the ordinary course of business of such Subsidiary for which
payment is not more than 90 days past due (unless subject to a dispute
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being diligently contested), (B) real property operating leases, (C) personal
property operating leases not to exceed $5 Million in the aggregate outstanding
at any one time, and (D) a Permitted Foreign Subsidiary Credit Facility,
provided that (X) such guarantee is unsecured, and in the case of Parent's
guarantee of any Permitted Foreign Subsidiary Credit Facility entered into after
the Closing Date, such guarantee is also subordinated to the Obligations under
this Agreement, (Y) no default has occurred pursuant to such guarantee
obligation, (Z) no demand for payment has resulted from any such guarantee
obligation; and (ii) make capital contributions pursuant to subsection (h)
below, for the benefit of any Subsidiary, including any Borrower;"
(c) Section 1.1 of the Loan Agreement, "Definitions," is
hereby amended and modified by inserting the following definitions in
appropriate alphabetical order therein:
""Restructuring Expenses" means, with respect to Parent
and its Subsidiaries during any fiscal period and without duplication, the net
income or loss directly associated with the implementation of the Restructuring
Plan, including, but not limited to, (a) the net income or loss of the
Restructuring Subsidiaries for any and all fiscal quarters including and
following the fiscal quarter that the Borrowers adopt such Restructuring Plan,
and (b) any income or expenses incurred by the Borrowers or any Subsidiary which
directly relate to, or arise in connection with, the implementation and
execution of the Restructuring Plan, including, but not limited to, legal and
accounting fees, financial advisory fees, brokerage and sales commissions, taxes
and consulting fees."
""Restructuring Plan" means the Borrowers' plan to (a)
discontinue its foreign operations in the United Kingdom, Argentina, Ireland,
Barbados and Peru, (b) maximize the value to the Parent of its operations in
Sweden, The Netherlands, Colombia and Chile, and (c) dispose, if appropriate, of
the assets used in connection with such foreign operations through an asset
sale, stock sale or otherwise, including the divestiture or liquidation of the
Restructuring Subsidiaries."
""Restructuring Subsidiaries" means the following
Subsidiaries: CellStar S.A., CellStar Argentina S.A., CellStar de Colombia,
Ltda, CellStar del Peru, S.A., Celular Express del Peru S.A.C., Quick Cellular
S.A.C., CellStar Chile, S.A., CellStar (UK) Ltd., CellStar Netherlands B.V.,
CellStar Holding AB, CellStar-Intercall AB, CellStar Ireland and CellStar
Foreign Sales Corporation."
2. Amendment to Section 7.20 of the Loan Agreement. Section 7.20
of the Loan Agreement, "Financial Covenants," is hereby modified and amended by
deleting subsections 7.20 (a) and (b) in their entirety and inserting the
following in substitution thereof:
"(a) Consolidated Tangible Net Worth. Parent and its
Subsidiaries, taken as a whole, shall not permit Consolidated Tangible Net Worth
to be less than Initial Consolidated Tangible Net Worth for the last day of the
fiscal months of August, September and October of 2001, and less than the
required amount set forth in the following table for November 30, 2001 and for
the last day of each fiscal quarter thereafter as set forth below, and for each
month following such quarter-end date until the next fiscal quarter-end
calculation:
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Applicable Amount Applicable Period
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Initial Consolidated Tangible For fiscal months ended August,
Net Worth September and October, 2001.
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Initial Consolidated Tangible Beginning with fiscal quarter ended
Net Worth, plus (a) 100% of the November 30, 2001 through February
gain or loss, if any, realized as a 28, 2002.
result of forgiveness of any
Convertible Subordinated Debt
(after taxes), plus (b) 100% of
the additional paid-in capital
resulting from the conversion of
the Convertible Subordinated
Debt, and plus (c) 80% of net
income of the Parent and its
Subsidiaries, on a consolidated
basis (without any deduction for
losses) on a cumulative basis
from September 1, 2001 for each
quarter ended thereafter through
such date of determination
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Initial Consolidated Tangible Beginning with the fiscal quarter ended
Net Worth, plus (a) 100% of the May 31, 2002 through the Maturity
gain or loss, if any, realized as a Date.
result of forgiveness of any
Convertible Subordinated Debt
(after taxes), plus (b) 100% of
the additional paid-in capital
resulting from the conversion of
the Convertible Subordinated
Debt, plus (c) 80% of net income
of the Parent and its Subsidiaries
on a consolidated basis (without
any deduction for losses) on a
cumulative basis from
September 1, 2001 to, and
including February 28, 2002,
plus (d) 75% of net income of
the Parent and its Subsidiaries,
on a consolidated basis (without
any deduction for losses) on a
cumulative basis from March 1,
2002 for each quarter ended
thereafter through such date of
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determination and minus (e)
100% of the Restructuring
Expenses on a cumulative basis
through such date of
determination not to exceed
$30 Million.
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(b) Fixed Charge Coverage Ratio for Asia, Latin America and Europe. Fail
to maintain a Fixed Charge Coverage Ratio of at least the required ratio set
forth in the following table as of the last day of each fiscal quarter beginning
November 30, 2001, calculated for the immediately preceding four fiscal quarter
period for the applicable region, on an individual basis:
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Required Ratio Applicable Region
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2.0:1.0 Subsidiaries operating within the
geographic area comprising Asia
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2.0:1.0 Subsidiaries operating within the
geographic area comprising Latin America
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2.0:1.0 Subsidiaries operating within the
geographic area comprising Europe
(excluding the income statement effect
of up to $10,000,000 of outstanding
Indebtedness under any Permitted
Foreign Subsidiary Credit Facility of
CellStar Netherlands B.V. or CellStar
Netherlands Holdings B.V., on an
aggregate basis)
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Notwithstanding the foregoing, for any period in which a Fixed Charge
Coverage Ratio is calculated hereunder for the Asia, Latin America and Europe
regions, if, for any region on an individual basis, the result of the
calculation set forth in clause (b) of the definition of Fixed Charge Coverage
Ratio hereunder for the Asia, Latin America and Europe regions, respectively is
less than or equal to zero, no Fixed Charge Coverage Ratio will be tested
pursuant to this subsection (b)."
3. Waivers Regarding Restructuring Plan. The Agent and the Lenders
hereby consent to the Restructuring Plan and waive compliance with Sections 7.3,
7.4 and 7.9 of the Loan Agreement, as necessary to permit the Borrowers to
implement the Restructuring Plan, including the divestiture and/or liquidation
of the Restructuring Subsidiaries, upon the following terms and conditions:
(a) the total of all cash expenses incurred by Parent and the Domestic
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Subsidiaries, or paid by Parent or the Domestic Subsidiaries on behalf of their
respective Foreign Subsidiaries, in connection with the Restructuring Plan shall
not exceed $2,500,000, net of cash received by Parent or Domestic Subsidiaries
in connection with the Restructuring Plan, on an aggregate basis;
(b) the total of the Restructuring Expenses, including cash and
non-cash charges, incurred by Parent and its Subsidiaries shall not exceed
$30,000,000 on an aggregate basis;
(c) Parent and its Subsidiaries shall not incur any additional
Indebtedness in connection with the Restructuring Plan;
(d) the proceeds received from any transaction executed under the
Restructuring Plan shall not be used to repay, prepay or otherwise paydown any
Permitted Foreign Credit Facility of a Foreign Subsidiary other than the
Restructuring Subsidiaries;
(e) 90% of all net proceeds received from any transaction executed
under the Restructuring Plan shall be paid to Parent or returned to Parent
within ten (10) Business Days of receipt;
(f) at least ten (10) Business Days prior to the execution of any
transaction or implementation of any part of the Restructuring Plan (other than
the discontinuance of operations in the UK, Argentina, Ireland, Barbados and
Peru, for which Parent has delivered preliminary estimates to the Agent and will
update such estimates upon any material change therein, or at the request of the
Agent) related to a specific foreign operation or Foreign Subsidiary, Parent
shall deliver to the Agent a detailed memorandum describing the specific plan as
it relates to such operational market and containing detailed information on an
entity-by-entity basis of the divestiture/closure plan for such foreign
operation or Foreign Subsidiary, in form and substance reasonably acceptable to
the Agent, and the terms of each such transaction shall be approved by the Agent
in writing (which such approval shall not be unreasonably withheld or delayed);
and
(g) Parent shall provide such other information, documents,
instruments or approvals as the Agent or the Agent's counsel may reasonably
require;
provided, however, the above-referenced waiver shall not waive any other
requirement or hinder, restrict or otherwise modify the rights and remedies of
the Agent or the Lenders following the occurrence of any Default or Event of
Default under the Loan Agreement, including, but not limited to, any future
defaults by the Borrowers of the covenants contained in Section 7.3, Section 7.4
or Section 7.9 of the Loan Agreement. Lenders hereby consent to and authorize
Agent to release any and all liens or security interests held by them pursuant
to the Stock Pledge Agreement against the Stock of the Restricted Subsidiaries,
as necessary pursuant to the Restructuring Plan.
4. Waiver Regarding Assignment of Certain Intercompany Accounts
Receivable. The Agent and the Lenders hereby (a) consent to (i) the assignment
by National Auto Center, Inc. ("NAC") to CellStar Netherlands Holdings B.V.
("CellStar Holdings") of certain intercompany trade accounts receivable totaling
approximately $18 million payable to NAC by Celular Express S.A. de C.V. (the
"CELEX Payables"), and (ii) the assignment by CellStar
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Holdings to NAC of certain intercompany receivables totaling approximately $18
million payable to CellStar Holdings by CellStar (UK) Ltd. (such assignments
hereinafter collectively referred to as the "Intercompany Assignment"), and (b)
waive compliance with Section 7.1 and Section 7.14 of the Loan Agreement, as
necessary to permit NAC to complete the Intercompany Assignment.
5. No Other Amendments or Waivers. Except as otherwise expressed herein,
the execution, delivery and effectiveness of this Amendment shall not operate as
a waiver of any right, power or remedy of the Agent or the Lenders under the
Loan Agreement or any of the other Loan Documents, nor constitute a waiver of
any provision of the Loan Agreement or any of the other Loan Documents. Except
for the amendment set forth above, the text of the Loan Agreement and all other
Loan Documents shall remain unchanged and in full force and effect and each
Borrower hereby ratifies and confirms its obligations thereunder. This Amendment
shall not constitute a modification of the Loan Agreement or a course of dealing
with the Agent or the Lenders at variance with the Loan Agreement such as to
require further notice by the Agent or the Lenders to require strict compliance
with the terms of the Loan Agreement and the other Loan Documents in the future,
except as expressly set forth herein. Each Borrower acknowledges and expressly
agrees that the Agent and the Lenders reserve the right to, and do in fact,
require strict compliance with all terms and provisions of the Loan Agreement
and the other Loan Documents. The Borrowers have no knowledge of any challenge
to the Agent's or any Lenders' claims arising under the Loan Documents, or to
the effectiveness of the Loan Documents.
6. Conditions Precedent to Effectiveness. This Amendment shall become
effective as of the date hereof when, and only when, the Agent shall have
received each of the following:
(a) a fully executed and delivered counterparts of this Amendment by
the Borrowers, the Lenders and the Agent;
(b) payment of a Lenders' amendment fee from the Borrowers in the
amount of $318,750 (it being understood that, by execution and delivery of this
Amendment, the Borrowers authorize the Agent to charge the Borrowers' Loan
Account for such fee and such amount shall thereafter accrue interest at the
rate applicable to Advances under the Loan Agreement in accordance with Section
2.6 of the Loan Agreement) which shall be for the benefit of the Lenders in
accordance with each Lender's Pro Rata Share; and
(c) such other information, documents, instruments or approvals as
the Agent or the Agent's counsel may reasonably require.
7. Representations and Warranties of Borrowers. Each Borrower represents
and warrants to the Agent and the Lenders as follows:
(a) Each Borrower is a corporation or limited partnership organized
or formed, as the case may be, validly existing and in good standing under the
laws of the jurisdiction indicated on the signature pages hereto and in all
other jurisdictions in which the failure to be so qualified reasonably could be
expected to constitute a Material Adverse Change;
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(b) The execution, delivery, and performance by each Borrower of this
Amendment and the Loan Documents to which it is a party, as amended hereby, are
within such Borrower's corporate or partnership authority, have been duly
authorized by all necessary corporate or partnership action and do not and will
not (i) violate any provision of federal, state, or local law or regulation
applicable to such Borrower, the Governing Documents of any Borrower, or any
order, judgment, or decree of any court or other Governmental Authority binding
on any Borrower, (ii) conflict with, result in a breach of, or constitute (with
due notice or lapse of time or both) a default under any material contractual
obligation of any Borrower, (iii) result in or require the creation or
imposition of any Lien of any nature whatsoever upon any properties or assets of
any Borrower, other than Permitted Liens, or (iv) require any approval of any
Borrower's shareholders, partners, or members or any approval or consent of any
Person under any material contractual obligation of any Borrower;
(c) The execution, delivery, and performance by each Borrower of this
Amendment and the Loan Documents to which it is a party, as amended hereby, do
not and will not require any registration with, consent, or approval of, or
notice to, or other action with or by, any Governmental Authority or other
Person;
(d) This Amendment and each other Loan Document to which each Borrower
is a party, and all other documents contemplated hereby and thereby, when
executed and delivered by each Borrower will be the legally valid and binding
obligations of such Borrower, enforceable against each Borrower in accordance
with their respective terms, except as enforcement may be limited by equitable
principles or by bankruptcy, insolvency, reorganization, moratorium, or similar
laws relating to or limiting creditors' rights generally; and
(e) No Default or Event of Default is existing.
8. Counterparts. This Amendment may be executed in multiple counterparts,
each of which shall be deemed to be an original and all of which, taken
together, shall constitute one and the same agreement. In proving this Amendment
in any judicial proceedings, it shall not be necessary to produce or account for
more than one such counterpart signed by the party against whom such enforcement
is sought. Any signatures delivered by a party by facsimile transmission shall
be deemed an original signature hereto.
9. Reference to and Effect on the Loan Documents. Upon the effectiveness
of this Amendment, on and after the date hereof each reference in the Loan
Agreement to "this Agreement," "hereunder," "hereof" or words of like import
referring to the Loan Agreement, and each reference in the other Loan Documents
to "the Loan Agreement" "thereunder," "thereof" or words of like import
referring to the Loan Agreement, shall mean and be a reference to the Loan
Agreement as amended hereby.
10. Costs, Expenses and Taxes. The Borrowers agree to pay on demand all
reasonable costs and expenses in connection with the preparation, execution, and
delivery of this Amendment and the other instruments and documents to be
delivered hereunder, including, without limitation, the reasonable fees and
out-of-pocket expenses of counsel for the Agent with respect thereto and with
respect to advising the Agent as to its rights and responsibilities hereunder
and thereunder.
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11. Governing Law. This Amendment 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, without reference to the
conflict or choice of laws provisions thereof.
12. Loan Document. This Amendment shall be deemed to be a Loan Document
for all purposes.
[The remainder of the page is intentionally blank]
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IN WITNESS WHEREOF, the parties hereto have executed and delivered
this Amendment as of the day and year first written above.
BORROWERS: CELLSTAR CORPORATION, a Delaware
corporation
/s/ Xxxxxx Xxxx Xxxxxxxxx
-----------------------------------
By: Xxxxxx Xxxx Xxxxxxxxx
Title: Sr. VP and General Counsel
CELLSTAR, LTD., a Texas limited
partnership
By: National Auto Center, Inc.
its General Partner
/s/ Xxxxxx Xxxx Xxxxxxxxx
-----------------------------------
By: Xxxxxx Xxxx Xxxxxxxxx
Title: Sr. VP and General Counsel
NATIONAL AUTO CENTER, INC., a
Delaware corporation
/s/ Xxxxxx Xxxx Xxxxxxxxx
-----------------------------------
By: Xxxxxx Xxxx Xxxxxxxxx
Title: Sr. VP and General Counsel
CELLSTAR AIR SERVICES, INC., a
Delaware corporation
/s/ Xxxxxx Xxxx Xxxxxxxxx
-----------------------------------
By: Xxxxxx Xxxx Xxxxxxxxx
Title: Sr. VP and General Counsel
THIRD AMENDMENT TO LOAN AGREEMENT
Signature Page 1
CELLSTAR TELECOM, INC.,
a Delaware corporation
/s/ Xxxxxx Xxxx Xxxxxxxxx
-----------------------------------
By: Xxxxxx Xxxx Xxxxxxxxx
Title: Sr. VP and General Counsel
CELLSTAR FINANCO, INC., a Delaware
corporation
/s/ Xxxxxx Xxxx Xxxxxxxxx
-----------------------------------
By: Xxxxxx Xxxx Xxxxxxxxx
Title: Sr. VP and General Counsel
A&S AIR SERVICE, INC., a Delaware
Corporation
/s/ Xxxxxx Xxxx Xxxxxxxxx
-----------------------------------
By: Xxxxxx Xxxx Xxxxxxxxx
Title: Sr. VP and General Counsel
CELLSTAR INTERNATIONAL
CORPORATION/SA, a Delaware
corporation
/s/ Xxxxxx Xxxx Xxxxxxxxx
-----------------------------------
By: Xxxxxx Xxxx Xxxxxxxxx
Title: Sr. VP and General Counsel
CELLSTAR FULFILLMENT, INC., a
Delaware corporation
/s/ Xxxxxx Xxxx Xxxxxxxxx
-----------------------------------
By: Xxxxxx Xxxx Xxxxxxxxx
Title: Sr. VP and General Counsel
THIRD AMENDMENT TO LOAN AGREEMENT
Signature Page 2
CELLSTAR INTERNATIONAL
CORPORATION/ASIA, a Delaware
Corporation
/s/ Xxxxxx Xxxx Xxxxxxxxx
-----------------------------------
By: Xxxxxx Xxxx Xxxxxxxxx
Title: Sr. VP and General Counsel
AUDIOMEX EXPORT CORP.,
a Texas corporation
/s/ Xxxxxx Xxxx Xxxxxxxxx
-----------------------------------
By: Xxxxxx Xxxx Xxxxxxxxx
Title: Sr. VP and General Counsel
NAC HOLDINGS, INC., a Nevada
corporation
/s/ Xxxxxx Xxxx Xxxxxxxxx
-----------------------------------
By: Xxxxxx Xxxx Xxxxxxxxx
Title: President
CELLSTAR GLOBAL SATELLITE SERVICES,
LTD., a Texas limited partnership
By: National Auto Center, Inc.
its General Partner
/s/ Xxxxxx Xxxx Xxxxxxxxx
-----------------------------------
By: Xxxxxx Xxxx Xxxxxxxxx
Title: Sr. VP and General Counsel
THIRD AMENDMENT TO LOAN AGREEMENT
Signature Page 3
CELLSTAR FULFILLMENT LTD., a Texas
limited partnership
By: CellStar Fulfillment, Inc.
its General Partner
/s/ Xxxxxx Xxxx Xxxxxxxxx
-----------------------------------
By: Xxxxxx Xxxx Xxxxxxxxx
Title: Sr. VP and General Counsel
FLORIDA PROPERTIES, INC.,
a Texas corporation
/s/ Xxxxxx Xxxx Xxxxxxxxx
-----------------------------------
By: Xxxxxx Xxxx Xxxxxxxxx
Title: Sr. VP and General Counsel
AGENT AND LENDERS: FOOTHILL CAPITAL CORPORATION, a
California corporation, as Agent
and as a Lender
/s/ Xxxxxx Xxxxxxx
-----------------------------------
By: Xxxxxx Xxxxxxx
Title: VP
FLEET CAPITAL CORPORATION , as a
Lender
/s/ E. Xxxxx Xxxxxxxxxx
-----------------------------------
By: E. Xxxxx Xxxxxxxxxx
Title: Vice President
THIRD AMENDMENT TO LOAN AGREEMENT
Signature Page 4
TEXTRON FINANCIAL CORPORATION, as a
Lender
/s/ Xxxxxxx X. Xxxxx
-----------------------------------
By: Xxxxxxx X. Xxxxx
Title: Senior Vice President
PNC BANK NATIONAL ASSOCIATION, as a
Lender
/s/ Xxxxx X. Xxxxxxx
-----------------------------------
By: Xxxxx X. Xxxxxxx
Title: Vice President
THIRD AMENDMENT TO LOAN AGREEMENT
Signature Page 5
SCHEDULE 1
RESTRUCTURING SUBSIDIARIES
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Entity Name Jurisdiction/Market Owner
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CellStar S.A. Argentina CellStar International Corporation/SA
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CellStar Argentina S.A. Argentina CellStar S.A.
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CellStar de Colombia, Ltda Colombia CellStar International Corporation/SA
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CellStar del Peru, S.A. Peru CellStar International Corporation/SA
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Celular Express del Peru S.A.C. Peru National Auto Center, Inc.
-------------------------------------------------------------------------------------------------------
Quick Cellular S.A.C. Peru National Auto Center, Inc.
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CellStar Chile, S.A. Chile CellStar International Corporation/SA
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CellStar (UK) Ltd. United Kingdom CellStar International Corporation/SA
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CellStar Netherlands B.V. The Netherlands CellStar Netherlands Holdings B.V.
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CellStar Holding AB Sweden CellStar Corporation
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CellStar-Intercall AB Sweden CellStar Holdings AB
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CellStar Foreign Sales Corporation Barbados National Auto Center, Inc.
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CellStar Ireland Ireland CellStar Corporation
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