0001193125-05-199644 Sample Contracts

CELLSTAR CORPORATION RESTRICTED STOCK AWARD AGREEMENT AND TANDEM GRANT OF STOCK APPRECIATION RIGHTS
Restricted Stock Award Agreement and Grant of Stock Appreciation Rights • October 11th, 2005 • Cellstar Corp • Wholesale-electronic parts & equipment, nec • Texas
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FOURTEENTH AMENDMENT AND WAIVER TO LOAN AGREEMENT
Loan Agreement • October 11th, 2005 • Cellstar Corp • Wholesale-electronic parts & equipment, nec • Georgia

This FOURTEENTH AMENDMENT AND WAIVER TO LOAN AGREEMENT (this “Amendment”) is dated as of October 7, 2005, 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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