0001104659-06-070144 Sample Contracts

THIRD AMENDMENT TO AMENDED AND RESTATED LOAN AGREEMENT
Loan Agreement • November 1st, 2006 • Cellstar Corp • Wholesale-electronic parts & equipment, nec • Georgia

This THIRD AMENDMENT TO AMENDED AND RESTATED LOAN AGREEMENT (this “Amendment”) is dated as of October 31, 2006, 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 WELLS FARGO FOOTHILL, INC., in its capacity as agent for the Lenders (the “Agent”).

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FIRST AMENDMENT TO TERM LOAN AND SECURITY AGREEMENT
Term Loan and Security Agreement • November 1st, 2006 • Cellstar Corp • Wholesale-electronic parts & equipment, nec • Georgia

This FIRST AMENDMENT TO TERM LOAN AND SECURITY AGREEMENT (this “Amendment”) is dated as of October 31, 2006, 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 CAPITALSOURCE FINANCE LLC, in its capacity as agent for the Lenders (the “Agent”).

WAIVER AND CONSENT As of October 26, 2006
Waiver and Consent • November 1st, 2006 • Cellstar Corp • Wholesale-electronic parts & equipment, nec

Reference is hereby made to that certain Amended and Restated Loan and Security Agreement (as amended, restated, supplemented or otherwise modified from time to time, the “Loan Agreement”), dated as of March 31, 2006, 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 Wells 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.

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