TWELFTH AMENDMENT AND WAIVER TO LOAN AGREEMENT

Exhibit 10.13

TWELFTH AMENDMENT AND WAIVER TO LOAN AGREEMENT

This TWELFTH AMENDMENT AND WAIVER TO LOAN AGREEMENT (this “ Amendment ”) is dated as of February 10, 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 ”).

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, as further amended by that certain Second Amendment to Loan Agreement dated as of February 11, 2002, as further amended by that certain Third Amendment and Waiver to Loan Agreement dated as of May 9, 2002, as further amended by that certain Fourth Amendment to Loan Agreement effective as of May 9, 2002, as further amended by that certain Fifth Amendment to Loan Agreement dated as of November 13, 2002, as further amended by that certain Sixth Amendment to Loan Agreement dated as of February 6, 2003, as further amended by that certain Seventh Amendment to Loan Agreement dated as of February 28, 2003, as further amended by that certain Eighth Amendment and Waiver to Loan and Security Agreement dated as of May 31, 2003, as further amended by that certain Consent and Waiver and Ninth Amendment to Loan and Security Agreement dated as of February 24, 2004, as further amended by that certain Tenth Amendment to Loan Agreement dated as of March 31, 2004, and as further amended by that certain Eleventh Amendment and Waiver to Loan Agreement dated as of August 31, 2004 (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;

WHEREAS, the Borrowers have requested that the Agent and the Lenders amend certain terms of the Loan Agreement; and

WHEREAS, the Agent and the Lenders have agreed to the requested amendments 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. Amendments to Section 1.1 of the Loan Agreement .

(a) Section 1.1 of the Loan Agreement, “ Definitions ”, is hereby amended and modified by inserting the following definition in appropriate alphabetical order therein:

““ Miami A/R Factoring Facility ” means one or more accounts receivable factoring facilities or other credit facilities that satisfy the requirements set forth in Section 7.1(e)(iii), in each case as determined by the Agent in its sole and absolute discretion.”

(b) Section 1.1 of the Loan Agreement, “ Definitions ”, is hereby modified and amended by deleting the existing definition of “ Fixed Charge Coverage Ratio ” set forth therein 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, plus (iii) Restructuring Expenses incurred during such fiscal period, plus (iv) to the extent deducted in calculating net earnings for the Subsidiaries operating within the geographic area comprising Asia, expenses in an aggregate amount of up to $6,500,000 incurred prior to November 30, 2004, in connection with the initial public offering of the Stock of any such Subsidiaries, to (b) (i) principal payments made by such Person on any Indebtedness during such fiscal period (other than (A) refinancings permitted by Section 7.1(d), (B) payments on Advances, (C) payments on revolving loans under any Permitted Foreign Subsidiary Credit Facility to the extent available to be reborrowed under such facility or to the extent cash collateral is released as a result thereof, (D) payments under any Permitted Foreign Subsidiary Credit Facility with an initial term, including any permitted extensions thereof, of six (6) months or less, (E) cash payments on the Convertible Subordinated Debt required by Section 6.16, (F) 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, (G) principal payments on a revolving credit facility of CellStar-Intercall AB (Cellstar Sweden) in an aggregate amount not exceeding $10,000,000 during any fiscal year, (H) principal payments on any accounts receivable factoring facility of CellStar Mexico to the extent such facility is with recourse to CellStar Mexico in an aggregate amount not exceeding $30,000,000 during any fiscal year, and (I) principal payments on any foreign accounts receivable factoring facility or other credit facility of CellStar Ltd. and/or National Auto Center, Inc. to the extent such facility is with recourse to CellStar Ltd. and/or National Auto Center, Inc.), and (ii) cash interest expense (other than (A) interest expense on a principal amount of up to (1) $10,000,000 borrowed by CellStar-Intercall AB (Cellstar Sweden) under a revolving credit facility, (2) $30,000,000 borrowed by CellStar Mexico under an accounts receivable factoring facility and (3) $30,000,000 borrowed by CellStar Mexico under a revolving credit facility, (B) an amount up to $100,000 on past due vendor payables, and (C) interest expense incurred under the Miami A/R Factoring Facility in an aggregate amount not to exceed $700,000 per fiscal quarter) minus cash interest income during such fiscal period.”

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(c) Section 1.1 of the Loan Agreement, “ Definitions ”, is hereby modified and amended by deleting the existing definition of “ Initial Consolidated Tangible Net Worth ” set forth therein and inserting the following definition in substitution thereof:

““ Initial Consolidated Tangible Net Worth ” means $130,000,000.”

2. Amendments to Section 7.20 of the Loan Agreement .

(a) Section 7.20 of the Loan Agreement, “ Financial Covenants ”, is hereby modified and amended by deleting subsection (a) in its entirety and by 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 the required amount set forth in the following table as of the last day of each fiscal quarter as set forth below, and for each month following such quarter-end date until the next fiscal quarter-end calculation:

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(b) Section 7.20 of the Loan Agreement, “ Financial Covenants ”, is hereby modified and amended by deleting subsection (b) in its entirety and by inserting the following in substitution thereof:

“(b) Fixed Charge Coverage Ratio for Asia and Latin America. 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 set forth in the table below, (i) with respect to the Subsidiaries operating within the geographic area comprising Latin America, calculated for the immediately preceding four fiscal quarter period ending on such date, and (ii) with respect to the Subsidiaries operating within the geographic area comprising Asia, (A) calculated as of August 31, 2005 for the one-quarter fiscal period

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then ended, (B) calculated as of November 30, 2005 for the two-quarter fiscal period then ended, (C) calculated as of February 28, 2006 for the three-quarter fiscal period then ended and (D) calculated as of May 31, 2006 and each fiscal quarter ending thereafter,