0000930661-03-000881 Sample Contracts

SEVENTH AMENDMENT AND WAIVER TO LOAN AGREEMENT
Loan Agreement • February 28th, 2003 • Cellstar Corp • Wholesale-electronic parts & equipment, nec • Georgia

This SEVENTH AMENDMENT AND WAIVER TO LOAN AGREEMENT (this “Amendment”) is entered into this 28th day of February, 2003, 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,

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FIRST SUPPLEMENTAL INDENTURE Dated as of November 5, 2002 to INDENTURE Dated as of February 20, 2002
First Supplemental Indenture • February 28th, 2003 • Cellstar Corp • Wholesale-electronic parts & equipment, nec • New York

This First Supplemental Indenture (herein so called) is dated as of November 5, 2002, among CellStar Corporation., a Delaware corporation (the “Company”), and The Bank of New York, a New York banking corporation, as Trustee (the “Trustee”). Each defined term used herein shall have the meaning assigned to it in the Indenture (hereinafter defined), unless the context hereof otherwise requires or provides.

SECOND AMENDMENT TO RIGHTS AGREEMENT
Rights Agreement • February 28th, 2003 • Cellstar Corp • Wholesale-electronic parts & equipment, nec • Delaware

SECOND AMENDMENT TO RIGHTS AGREEMENT (this “Amendment”) dated as of the 11th day of February, 2002, by and among CellStar Corporation, a Delaware corporation (the “Company”), and Mellon Investor Services LLC, a New Jersey limited liability company (formerly known as ChaseMellon Shareholder Services, L.L.C.), as Rights Agent (the “Rights Agent”).

SIXTH AMENDMENT TO LOAN AGREEMENT
Loan Agreement • February 28th, 2003 • Cellstar Corp • Wholesale-electronic parts & equipment, nec • Georgia

This SIXTH AMENDMENT TO LOAN AGREEMENT (this “Amendment”) is entered into this 6th day of February, 2003, 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,

FIFTH AMENDMENT TO LOAN AGREEMENT
Loan Agreement • February 28th, 2003 • Cellstar Corp • Wholesale-electronic parts & equipment, nec • Georgia

This FIFTH AMENDMENT TO LOAN AGREEMENT (this “Amendment”) is effective as of November 13, 2002 and entered into this 13th day of November, 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,

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