Exhibit 10.1
WAIVER AND
CONSENT
As of October 26, 2006
CELLSTAR CORPORATION,
as Administrative Borrower
1730 Briercroft Court
Carrollton, Texas 75006
Ladies and Gentlemen:
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.
CellStar Corporation, as
Administrative Borrower, has requested that the Agent and the
Lenders waive the limitation on the Eligible Inventory component of
the Borrowing Base contained in Section 2.1(a)(x)(iii) of the Loan
Agreement and consent to an increase in the Eligible Inventory
component of the Borrowing Base under Section 2.1(a)(x)(iii) so
long as the amount of credit availability created under Section
2.1(a)(x) does not exceed 200% of the credit availability created
under Section 2.1(a)(w) (the “ Waiver and Consent
Request ”).
Subject to the terms and conditions
set forth in this letter (this “ Waiver ”), the
Agent and the Lenders hereby grant the Waiver and Consent Request
provided that under no circumstances shall the amount of credit
availability created under Section 2.1(a)(x) exceed 200% of the
credit availability created under Section 2.1(a)(w).
This Waiver shall be effective as of
the date first written above (the “ Waiver Effective
Date ”) upon satisfaction of the following:
(a)
the Agent’s receipt of a counterpart hereof duly executed by
Borrowers and Lenders; and
(b)
the Agent’s receipt of a fully executed acknowledgement,
waiver and consent, in the form attached hereto, from the Second
Lien Agent and the Second Lien Lenders with respect to necessary
consent under the Intercreditor Agreement and the Second Lien
Credit Agreement.
This Waiver shall terminate (the
“ Waiver Termination Date ”) and be of no
further force and effect on the earlier of (i) December 11, 2006 or
(ii) the occurrence of an Event of Default.
The Borrower hereby acknowledges and
agrees that the failure to satisfy any of the
