Exhibit 10.15
WAIVER AND CONSENT
As of March 29, 2005
CELLSTAR CORPORATION,
as Administrative Borrower
1730 Briercroft Court
Carrollton, Texas 75006
RE: Joint Venture (“ Joint
Venture ”) by and among Celular Express S.A. de C.V.
(“ Celex ”), Comunicación
Inalámbrica Inteligente, S.A. de C.V. (“
CII ”), Soluciones Inalámbricas, S.A. de
C.V. (“ WS ”), Comunicación Celular
Nacional, S.A. de C.V. (“ CCN ”), Janel,
S.A. de C.V. (“ Janel ”, and together
with CCN, collectively the “ Sellers ”),
and Messrs. José Kuri Harfush, Miguel Angel Kuri Haddad, Diego
Rodrigo Kuri Haddad, Ricardo Kuri Haddad, Leonardo Kuri Haddad and
Enrique Alarcón Cremoux (collectively referred hereto as the
“ Strategic Individuals ”).
Ladies and Gentlemen:
Reference is hereby made to that
certain Loan and Security Agreement (as amended, restated,
supplemented or otherwise modified from time to time, the “
Loan Agreement ”), dated as of September 28, 2001, 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 (the
“ Lenders ”) and Wells Fargo Foothill, Inc.
(f/k/a Foothill Capital Corporation), 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.
You have requested that the Lenders
(a) consent to the terms of the Joint Venture as evidenced by the
Joint Venture Agreement by and among Celex, CII, the Sellers and
the Strategic Individuals (the “ JV Agreement
”), together with the other agreements, instruments and
documents listed on Exhibit A and attached thereto
(collectively, with the JV Agreement, the “ JV
Documents ”), and (b) waive compliance by the
Borrowers with Section 7.1 (Indebtedness), Section 7.4 (Disposal of
Assets), Section 7.6 (Guarantee), Section 7.13 (Investments) and
Section 7.14 (Transactions with Affiliates) of the Loan Agreement
to permit Celex and the Parent to enter into the Joint Venture
pursuant to the terms and conditions of the Joint Venture Agreement
and the other JV Documents.
In addition, the Borrowers
anticipate that they will be unable to perform obligations owed to
the Agent and the Lenders under the terms and conditions of
the
Loan Agreement as a result of the Parent’s
failure to cause its independent public accountants to deliver a
letter (the “ Accountants Letter ”) to the
Trustee (as defined in the Indenture (defined below)) confirming
that their audit examination included a review of the terms of the
Indenture and whether any “Default” or “Event of
Default” has come to their attention as required pursuant to
Section 4.06(b) of the Indenture (the “ Indenture
”) for the Parent’s 12% Senior Subordinated Notes due
January 2007 (the “ Subordinated Notes ”)
resulting in an Event of Default under Section 8.9 of the Loan
Agreement (the “ Anticipated Event of Default
”). As such, CellStar Corporation, as Administrative
Borrower, has requested that the Agent and the Lenders waive the
Anticipated Event of Default.
The Lenders hereby consent to the
terms of the Joint Venture and waive compliance with Sections 7.1,
7.4, 7.6, 7.13 and 7.14 of the Loan Agreement to the extent
necessary to permit the execution of the Joint Venture Documents
and consummation of the transactions described therein so long as
the following conditions
