EXHIBIT 10.1
FOURTH AMENDMENT TO
CREDIT AGREEMENT
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This FOURTH AMENDMENT TO CREDIT AGREEMENT (this "Amendment"), dated as of
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March 5, 1999, is among CELLSTAR CORPORATION, a Delaware corporation (the
"Borrower"), each of the banks or other lending institutions which is or may
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from time to time become a signatory to the Agreement (hereinafter defined) or
any successor or permitted assignee thereof (each a "Bank" and collectively, the
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"Banks"), THE FIRST NATIONAL BANK OF CHICAGO and NATIONAL CITY BANK, as co-
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agents ("Co-Agents"), and CHASE BANK OF TEXAS, NATIONAL ASSOCIATION (formerly
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known as Texas Commerce Bank National Association), a national banking
association ("Chase"), as agent for itself and the other Banks, as issuer of
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Letters of Credit under the Agreement, and as the swing line lender (in such
capacity, together with its successors in such capacity, the "Agent").
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RECITALS:
A. The Borrower, the Banks, the Co-Agents and the Agent have
entered into that certain Credit Agreement dated as of October
15, 1997, as amended by (i) that certain First Amendment to
Credit Agreement dated as of February 20, 1998, (ii) that certain
Second Amendment to Credit Agreement dated as of July 24, 1998,
and (iii) that certain Third Amendment to Credit Agreement dated
as of September 11, 1998 (as amended, the "Agreement").
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B. The Borrower, the Banks, the Co-Agents and the Agent now
desire to amend the Agreement as provided herein.
NOW, THEREFORE, in consideration of the premises herein contained and other
good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto agree as follows:
ARTICLE I
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Definitions
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1.1 Definitions. Capitalized terms used in this Amendment, to the
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extent not otherwise defined herein, shall have the same meanings as
in the Agreement, as amended hereby.
ARTICLE II
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Amendments
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2.1 Amendments to Definitions. Effective as of the date hereof, the
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following definitions set forth in Section 1.1 of the Agreement are hereby
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amended to read as follows:
"Alternate Currency" means the following so long as they are Eligible
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Currencies: British pounds sterling, Japanese yen, Canadian dollars, Hong Kong
dollars and Euro Units. For purposes of this definition of Alternate Currency,
"Eligible Currency" means, subject to the provisions of Section 4.9, any
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currency other than Dollars that is readily available, freely traded, in which
deposits are customarily offered to banks in the London interbank market,
convertible into Dollars in the international interbank market and as to which
an Equivalent Amount is available in Dollars in the London interbank market (or
other market where the Agent's currency exchange operations in respect of the
applicable currency are then being conducted).
"Alternate Currency Rate" means, for any Alternate Currency Advance for any
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Interest Period therefor, an interest rate per annum determined by the Agent by
dividing: (i) the rate per annum determined by the Agent to be the rate per
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annum at which deposits in the relevant Alternate Currency are offered by the
Principal Office of the Agent to first class banks in the interbank euro
alternate currency market selected by the Agent at or before 11:00 a.m. (London
time) (or as soon thereafter as practicable) for a period equal to such Interest
Period and in an amount substantially equal to the amount of such Alternate
Currency Advance during such Interest Period; by (ii) Statutory Reserves.
"Business Day" means (a) any day on which national banks in Dallas, Texas
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are open for the conduct of commercial banking business, and (b) with respect to
all borrowings, payments, Conversions, Continuations, Interest Periods, and
notices in connection with each Eurodollar Advance or Alternate Currency
Advance, any day which is a Business Day described in clause (a) above and which
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above and which a day on which dealings in Dollar or Alternate Currency deposits
are carried out in the relevant interbank market referred to by the Agent to
determine the Eurodollar Rate for such Eurodollar Advance or the Alternate
Currency Rate for such Alternate Currency Advance and which is also a day on
which banks and foreign exchange markets are open for business in London and (if
applicable) for the purpose of payments in an Alternate Currency in the
principal financial center of the country of such currency; provided, however,
that (i) for purposes of determining the Alternate Currency Rate for Advances in
Euro Units, "Business Day" means a TARGET Operating Day; and (ii) with respect
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to any amount denominated or to be denominated in the Euro Unit or a National
Currency Unit, "Business Day" means a day (other than a Saturday or Sunday) on
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which banks are generally open for business in London, in Dallas, Texas and in
Frankfurt am Main, Germany (or such principal financial center or centers in
such Participating Member State(s) as the Agent may from time to time nominate
for this purpose).
"Eurodollar Rate" means, for any Eurodollar Advance for any Interest
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Period therefor, an interest rate per annum determined by the Agent by dividing:
(i) the rate per annum equal to the annual rate of interest shown on the
appropriate reference page of Reuters America, Inc. at or before 11:00 a.m.
(London time) (or as soon thereafter as practicable) for a period equal to such
Interest Period, or if such page is not available, the annual rate of interest
shown on the Bloomberg Screen British Banker's LIBOR Fixing at or before 11:00
a.m. (London time) (or as soon thereafter as practicable) for a period equal to
such Interest Period, or if neither of the foregoing is available, the rate per
annum determined by the Agent
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to be the rate per annum at which deposits of Dollars are offered by the
Principal Office of the Agent to first class banks in the interbank
Eurodollar market selected by the Agent at or before 11:00 a.m. (London
time) (or as soon thereafter as practicable) for a period equal to such
Interest Period and in an amount substantially equal to the amount of such
Eurodollar Advance during such Interest Period; by (ii) Statutory Reserves.
"Obligations" means all of the following obligations, indebtedness,
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and liabilities of the Borrower or any Subsidiary to the Agent and the
Banks, or any of them, now existing or hereafter arising, whether direct,
indirect, related, unrelated, fixed, contingent, liquidated, unliquidated,
joint, several, or joint and several, and all interest accruing thereon and
all attorneys' fees and other expenses incurred in the enforcement or
collection thereof: (a) all obligations, indebtedness and liabilities of
the Borrower or any Subsidiary under the Loan Documents (including, without
limitation, all contingent reimbursement obligations in respect of Letters
of Credit), and (b) all Hedging Obligations of the Borrower or any
Subsidiary to the Agent or any Bank.
2.2 Addition of New Definitions. Effective as of the date hereof,
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the following definitions are added to Section 1.1 of the Agreement
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in alphabetical order to read as follows:
"Commencement of the Third Stage of EMU" means January 1, 1999, the
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date of commencement of the third stage of EMU.
"EMU" means the economic and monetary union as contemplated in the
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Treaty on European Union.
"EMU Legislation" means legislative measures of the European Council
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for the introduction of, changeover to, or operation of, a single or
unified European currency, being in part the implementation of the third
stage of EMU.
"Euro" means the single currency of Participating Member States.
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"Euro Unit" means the currency unit of the Euro.
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"National Currency Unit" means the unit of currency (other than a Euro
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Unit) of a Participating Member State.
"Participating Member State" means each state so described in any EMU
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Legislation.
"TARGET Operating Day" means any day that is not (i) a Saturday or
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Sunday, (ii) Christmas Day or New Year's Day or (iii) any other day on
which the Trans-European Automated Real-time Gross Settlement Express
Transfer System (or any successor settlement system) is not operating (as
determined by the Agent).
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"Treaty on European Union" means the Treaty of Rome of March 25, 1957,
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as amended by the Single European Act of 1986 and the Maastricht Treaty
(which was signed at Maastricht on February 7, 1992 and came into force on
November 1, 1993), as amended from time to time.
2.3 Deletion of Definitions. Effective as of the date hereof, the
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definitions of "ECU" and "Hedging Agreements" are deleted from
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Section 1.1 of the Agreement.
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2.4 Amendment to Section 2.6. Effective as of the date hereof,
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Section 2.6 of the Agreement is amended to read as follows:
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Section 2.6. Borrowing Procedure. The Borrower shall give the Agent
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notice of each requested Advance (other than Swing Line Advances), by means
of an Advance Request Form, before 11:00 A.M. Dallas, Texas time (a) on the
same Business Day as the requested date of each Floating Rate Advance, (b)
at least three Business Days before the requested date of each Eurodollar
Advance, and (c) at least four Business Days before the requested date of
each Alternate Currency Advance, specifying: (i) the requested date of such
Advance (which shall be a Business Day), (ii) the amount of such Advance,
(iii) the Type of the Advance, (iv) in the case of Alternate Currency
Advances, the requested Alternate Currency, it being agreed that Advances
made on any one day shall be made in the same currency, and (v) in the case
of a Eurodollar Advance or an Alternate Currency Advance, the duration of
the Interest Period for such Advance. The Agent at its option may accept
telephonic requests for Advances, provided that such acceptance shall not
constitute a waiver of the Agent's right to delivery of an Advance Request
Form in connection with subsequent Advances. Any telephonic request for an
Advance by the Borrower shall be promptly confirmed by submission of a
properly completed Advance Request Form to the Agent. Each Advance (other
than Swing Line Advances) shall be in a minimum principal amount of
$1,000,000 or the Equivalent Amount thereof or such greater amount which is
an integral multiple of $100,000 or the Equivalent Amount thereof. The
aggregate principal amount of Eurodollar Advances having the same Interest
Period shall be at least equal to $1,000,000. The aggregate principal
amount of Alternate Currency Advances having the same Interest Period
shall be at least equal to the Equivalent Amount of $1,000,000. The Agent
shall notify each Bank of the contents of each such notice on the day such
notice is received by the Agent if received by 11:00 A.M. Dallas, Texas
time on a Business Day and otherwise on the next succeeding Business Day.
Promptly on the date specified for each Advance hereunder, each Bank will
make available to the Agent at the Principal Office or, as to Alternate
Currency Advances, at the office designated by Agent for such Alternate
Currency, in the specified Alternate Currency for Alternate Currency
Advances and in Dollars for all other Advances and in immediately available
funds, for the account of the Borrower, such Bank's pro rata share of each
Advance; provided that in relation to the payment of any amount of Euro
Units or National Currency Units, such amounts shall be made available to
the Agent in immediately available, freely transferable, cleared funds to
such account with such bank in Frankfurt am Main,
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Germany (or such other principal financial center in such Participating
Member State as the Agent may from time to time nominate for this purpose)
as the Agent shall from time to time nominate for this purpose. After the
Agent's receipt of such funds and subject to the terms and conditions of
this Agreement, the Agent will (a) make each Advance (other than Alternate
Currency Advances) available to the Borrower by depositing the same, in
Dollars in immediately available funds, in an account of the Borrower
maintained with the Agent designated by the Borrower or by wire transfer in
accordance with written instructions from the Borrower, (b) make each
Alternate Currency Advance (other than Advances in Euro Units) available to
the Borrower by depositing the same, in the requested Alternate Currency in
immediately available funds, in an account of the Borrower maintained with
a financial institution in the country where such Alternate Currency is
legal tender, and (c) make each Advance in Euro Units available by
depositing the same in an account of the Borrower maintained with a
financial institution in Frankfurt am Main, Germany; in each case
designated by the Borrower by written notice to the Agent containing the
information specified in Exhibit K hereto for such account, which notice
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shall be received by the Agent at least five Business Days before the
requested date of such Advance. All notices by the Borrower to the Agent
under this Section shall be irrevocable and shall be given not later than
the time specified above for such notice on the day which is not less than
the number of Business Days specified above for such notice.
2.5 Amendment to Section 3.1. Effective as of the date hereof, the
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reference in Section 3.1 of the Agreement to the amount "$10,000,000"
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is amended to read "$15,000,000".
2.6 Amendment to Article IV. Effective as of the date hereof, the
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reference to the title "Payments" in Article IV of the Agreement is
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amended to read "Payments: EMU Provisions".
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2.7 Amendment to Section 4.1. Effective as of the date hereof,
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Section 4.1 of the Agreement is amended to read as follows:
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Section 4.1. Method of Payment. All payments of principal, interest,
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and other amounts to be made by the Borrower under this Agreement and the
other Loan Documents (other than payments of principal and interest with
respect to Alternate Currency Advances) shall be made to the Agent at the
Principal Office in Dollars and immediately available funds, without
setoff, deduction, or counterclaim, not later than 11:00 A.M., Dallas,
Texas time on the date on which such payment shall become due (each such
payment made after such time on such due date to be deemed to have been
made on the next succeeding Business Day). All payments of principal and
interest to be made by the Borrower under this Agreement and the other Loan
Documents with respect to Alternate Currency Advances shall be made to the
Agent, in such Alternate Currency and immediately available funds, without
setoff, deduction, or counterclaim, to such account at such bank, in the
country where such
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Alternate Currency is legal tender, as the Agent may designate to the
Borrower, or as otherwise provided in Section 4.9. Such payments of
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principal and interest with respect to Alternate Currency Advances shall be
made no later than 11:00 A.M. local time in the place where such bank is
located on the date on which such payment shall become due (each such
payment made after such time on such due date to be deemed to have been
made on the next succeeding Business Day). The Borrower shall, at the time
of making each payment under this Agreement and the other Loan Documents,
specify to the Agent the sums payable by the Borrower under this Agreement
and the other Loan Documents to which such payment is to be applied (and in
the event the Borrower fails to so specify, or if an Event of Default has
occurred and is continuing, the Agent may apply such payment to the
Obligations in such order and manner as it may elect in its sole
discretion, subject to Section 4.4 hereof). Each payment received by the
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Agent under this Agreement or any other Loan Document for the account of a
Bank shall be paid promptly to such Bank, in immediately available funds,
for the account of such Bank's Applicable Lending Office. Whenever any
payment under this Agreement or any other Loan Document shall be stated to
be due on a day that is not a Business Day, such payment shall be made on
the next succeeding Business Day, and such extension of time shall in such
case be included in the computation of the payment of interest and
commitment fee, as the case may be. Each payment received by Agent
hereunder or under any Note shall be paid promptly to the Banks in
accordance with Section 4.4, in immediately available funds, for the
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account of each Bank's Applicable Lending Office for the Advance in respect
of which such payment is made.
2.8 Addition of New Sections 4.9 and 4.10. Effective as of the date
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hereof, Article IV of the Agreement is amended to add the following
Sections 4.9 and 4.10 to the end thereof, which Sections shall read
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as follows:
Section 4.9. EMU Provisions.
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(a) Effectiveness of Provisions. The provisions
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of Subsections (b) to (h) below (inclusive) shall
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be effective at and from March 5, 1999, provided,
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that if and to the extent that any such provision
relates to any state (or the currency of such
state) that is not a Participating Member State on
the Commencement of the Third Stage of EMU, such
provision shall become effective in relation to
such state (and the currency of such state) at and
from the date on which such state becomes a
Participating Member State.
(b) Redenomination and Alternative Currencies.
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Each obligation under this Agreement of a party to
this Agreement which has been denominated in the
National Currency Unit of a Participating Member
State shall be redenominated into the Euro Unit in
accordance with EMU Legislation, provided,
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that if and to the extent that any EMU Legislation
provides that following the Commencement of the
Third Stage of EMU an amount denominated either in
the Euro Unit or in the National Currency Unit of
a Participating Member State and payable within
that Participating Member State by crediting an
account of the creditor can be paid by the debtor
either in the Euro Unit or in that National
Currency Unit, each party to this Agreement shall
be entitled to pay or repay any such amount either
in the Euro Unit or in such National Currency
Unit.
(c) Advances. Any Advance in the currency of a
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Participating Member State shall be made in the
Euro Unit.
(d) Payments to the Agent. Sections 2.6, 4.1
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and 13.3 shall be construed so that, in relation
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to the payment of any amount of Euro Units or
National Currency Units, such amount shall be made
available to the Agent in immediately available,
freely transferable, cleared funds to such account
with such bank in Frankfurt am Main, Germany (or
such other principal financial center in such
Participating Member State as the Agent may from
time to time nominate for this purpose) as the
Agent shall from time to time nominate for this
purpose.
(e) Payments by the Agent to the Banks. Any
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amount payable by the Agent to the Banks under
this Agreement in the currency of a Participating
Member State shall be paid in Euro Units.
(f) Payments by the Agent. Generally, with
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respect to the payment of any amount denominated
in the Euro or in a National Currency Unit, the
Agent shall not be liable to the Borrower or any
of the Banks in any way whatsoever for any delay,
or the consequences of any delay, in the crediting
to any account of any amount required by this
Agreement to be paid by the Agent if the Agent
shall have taken all relevant steps to achieve, on
the date required by this Agreement, the payment
of such amount in immediately available, freely
transferable, cleared funds (in the Euro Unit or,
as the case may be, in a National Currency Unit)
to the account with the bank in the principal
financial center in the Participating Member State
which the Borrower or, as the case may be, any
Bank shall have specified for such purpose. In
this Subsection (f), "all relevant steps" means
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all such steps as
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may be prescribed from time to time by the regulations
or operating procedures of such clearing or settlement
system as the Agent may from time to time determine for
the purpose of clearing or settling payments of the
Euro.
(g) Basis of Accrual. If the basis of accrual of
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interest or fees expressed in this Agreement with
respect to the currency of any state that is or becomes
a Participating Member State shall be inconsistent with
any convention or practice in the London Interbank
Market or any other applicable interbank market for the
basis of accrual of interest or fees in respect of the
Euro, such convention or practice shall replace such
expressed basis effective as of and from the date on
which such state becomes a Participating Member State;
provided, that if any Advance in the currency of such
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state is outstanding immediately prior to such date,
such replacement shall take effect, with respect to
such Advance, at the end of the then current Interest
Period.
(h) Rounding and Other Consequential Changes. Without
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prejudice and in addition to any method of conversion
or rounding prescribed by any EMU Legislation and
without prejudice to the respective liabilities for
indebtedness of the Borrower to the Banks and the Banks
to the Borrower under or pursuant to this Agreement:
(i) each reference in this Agreement to a
minimum amount (or an integral multiple
thereof) in a National Currency Unit to be
paid to or by the Agent shall be replaced by
a reference to such reasonably comparable and
convenient amount (or an integral multiple
thereof) in the Euro Unit as the Agent may
from time to time specify; and
(ii) except as expressly provided in this
Section 4.9, each provision of this Agreement
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shall be subject to such reasonable changes
of construction as the Agent may from time to
time specify to be necessary or appropriate
to reflect the introduction of or changeover
to the Euro in Participating Member States.
(i) Increased Costs. The Borrower shall from time to
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time, at the request of the Agent, pay to the Agent for
the
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account of each Bank the amount of any cost or
increased cost incurred by, or of any reduction in
any amount payable to or in the effective return
on its capital to, or of interest or other return
foregone by, such Bank or any holding company of
such Bank as a result of the introduction of,
changeover to or operation of the Euro in any
Participating Member State.
Section 4.10. Continuity of Contract. Except as otherwise provided
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herein, no implementation of the EMU or change in currency nor any economic
consequences resulting therefrom shall (i) give rise to any right to
terminate prematurely, contest, cancel, rescind, alter, modify or
renegotiate the provisions of this Agreement or (ii) discharge, excuse or
otherwise affect the performance of any obligations of the Borrower under
this Agreement or other Loan Documents.
2.9 Amendment to Section 10.5(i)(H). Effective as of the date hereof,
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the reference in Section 10.5(i)(H) of the Agreement to the amount
"$40,000,000" is amended to read "$60,000,000".
ARTICLE VI
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Conditions Precedent
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3.1 Conditions. The effectiveness of this Amendment is subject to the
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satisfaction of the following conditions precedent:
(a) Representations and Warranties. The
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representations and warranties contained herein and in
all other Loan Documents, as amended hereby, shall be
true and correct as of the date hereof as if made on
the date hereof.
(b) No Default. No Default shall have occurred and be
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continuing.
(c) Corporate Matters. All corporate proceedings taken
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in connection with the transactions contemplated by
this Amendment and all documents, instruments, and
other legal matters incident thereto shall be
satisfactory to the Agent and its legal counsel,
▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇ P.C.
(d) Additional Documentation. The Agent shall have
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received such additional approvals, opinions, or
documents as the Agent or its legal counsel, ▇▇▇▇▇▇▇▇
▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇ P.C., may reasonably request.
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ARTICLE VII
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Ratifications, Representations and Warranties
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4.1 Ratifications. The terms and provisions set forth in this
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Amendment shall modify and supersede all inconsistent terms and
provisions set forth in the Agreement and except as expressly modified
and superseded by this Amendment, the terms and provisions of the
Agreement and the other Loan Documents are ratified and confirmed and
shall continue in full force and effect. Borrower agrees that the
Agreement, as amended hereby, and the other Loan Documents shall
continue to be legal, valid, binding and enforceable in accordance
with their respective terms.
4.2 Representations and Warranties. Borrower hereby represents and
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warrants to the Agent and the Banks that (1) the execution, delivery,
and performance by the Borrower and the Guarantors of this Amendment
and compliance with the terms and provisions hereof have been duly
authorized by all requisite action on the part of each such Person and
do not and will not (a) violate or conflict with, or result in a
breach of, or require any consent under (i) the articles of
incorporation, certificate of incorporation, bylaws, partnership
agreement or other organizational documents of any such Person, (ii)
any applicable law, rule, or regulation or any order, writ,
injunction, or decree of any Governmental Authority or arbitrator, or
(iii) any material agreement or instrument to which any such Person is
a party or by which any of them or any of their property is bound or
subject, (2) the representations and warranties contained in the
Agreement, as amended hereby, and any other Loan Document are true and
correct on and as of the date hereof as though made on and as of the
date hereof, and (3) no Default has occurred and is continuing.
ARTICLE V
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Miscellaneous
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5.1 Survival of Representations and Warranties. All representations
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and warranties made in this Amendment or any other Loan Document shall
survive the execution and delivery of this Amendment, and no
investigation by the Agent or any Bank or any closing shall affect the
representations and warranties or the right of the Agent or any Bank
to rely upon them.
5.2 Reference to Agreement. Each of the Loan Documents, including the
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Agreement and any and all other agreements, documents, or instruments
now or hereafter executed and delivered pursuant to the terms hereof
or pursuant to the terms of the Agreement as amended hereby, are
hereby amended so that any reference in such Loan Documents to the
Agreement shall mean a reference to the Agreement as amended hereby.
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5.3 Expenses of the Agent. Borrower agrees to pay on demand all costs
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and expenses incurred by the Agent in connection with the preparation,
negotiation, and execution of this Amendment and any and all
amendments, modifications, and supplements thereto, including without
limitation the costs and fees of the Agent's legal counsel, and all
costs and expenses incurred by the Agent in connection with the
enforcement or preservation of any rights under the Agreement, as
amended hereby, or any other Loan Document, including without
limitation the costs and fees of the Agent's legal counsel.
5.4 Severability. Any provision of this Amendment held by a court of
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competent jurisdiction to be invalid or unenforceable shall not impair
or invalidate the remainder of this Amendment and the effect thereof
shall be confined to the provision so held to be invalid or
unenforceable.
5.5 APPLICABLE LAW. NOTWITHSTANDING ANYTHING TO THE CONTRARY
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CONTAINED IN THE OTHER LOAN DOCUMENTS, THIS AMENDMENT AND ALL OTHER
LOAN DOCUMENTS SHALL BE DEEMED TO HAVE BEEN MADE AND TO BE PERFORMABLE
IN DALLAS, DALLAS COUNTY, TEXAS AND SHALL BE GOVERNED BY AND CONSTRUED
IN ACCORDANCE WITH THE LAWS OF THE STATE OF TEXAS.
5.6 Successors and Assigns. This Amendment is binding upon and
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shall inure to the benefit of the Borrower, the Banks, the Co-Agents
and the Agent and their respective successors and assigns, except the
Borrower shall not assign or transfer any of its rights or obligations
hereunder without the prior written consent of the Agent.
5.7 Counterparts. This Amendment may be executed in one or more
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counterparts, each of which when so executed shall be deemed to be an
original, but all of which when taken together shall constitute one
and the same instrument.
5.8 Headings. The headings, captions, and arrangements used in this
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Amendment are for convenience only and shall not affect the
interpretation of this Amendment.
5.9 Release of Claims. The Borrower and the Guarantors each hereby
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acknowledge and agree that none of them has any and there are no
claims or offsets against or defenses or counterclaims to the terms
and provisions of or the obligations of the Borrower, any Guarantor or
any Subsidiary created or evidenced by the Agreement or any of the
other Loan Documents, and to the extent any such claims, offsets,
defenses or counterclaims exist, Borrower and the Guarantors each
hereby waives, and hereby release the Agent and each of the Banks
from, any and all claims, offsets, defenses and counterclaims, whether
known or unknown, such waiver and release being with full knowledge
and understanding of the circumstances and effects of such waiver and
release and after having consulted legal counsel with respect thereto.
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5.10 ENTIRE AGREEMENT. THIS AMENDMENT AND ALL OTHER INSTRUMENTS,
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DOCUMENTS AND AGREEMENTS EXECUTED AND DELIVERED IN CONNECTION WITH
THIS AMENDMENT EMBODY THE FINAL, ENTIRE AGREEMENT AMONG THE PARTIES
HERETO REGARDING THIS AMENDMENT AND SUPERSEDE ANY AND ALL PRIOR
COMMITMENTS, AGREEMENTS, REPRESENTATIONS AND UNDERSTANDINGS, WHETHER
WRITTEN OR ORAL, RELATING TO THIS AMENDMENT, AND MAY NOT BE
CONTRADICTED OR VARIED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS OR
SUBSEQUENT ORAL AGREEMENTS OR DISCUSSIONS OF THE PARTIES HERETO. THERE
ARE NO ORAL AGREEMENTS AMONG THE PARTIES HERETO.
Executed as of the date first written above.
BORROWER:
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CELLSTAR CORPORATION
By:__________________________________________
Name:___________________________________
Title:__________________________________
AGENTS AND BANKS:
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CHASE BANK OF TEXAS,
NATIONAL ASSOCIATION (formerly known as
Texas Commerce Bank National Association), as
Agent and as a Bank
By:__________________________________________
Name:___________________________________
Title:__________________________________
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THE FIRST NATIONAL BANK OF CHICAGO,
as a Co-Agent and a Bank
By:__________________________________________
Name:___________________________________
Title:__________________________________
NATIONAL CITY BANK,
as a Co-Agent and a Bank
By:__________________________________________
Name:___________________________________
Title:__________________________________
CREDIT LYONNAIS NEW YORK BRANCH
By:__________________________________________
Name:___________________________________
Title:__________________________________
THE FUJI BANK, LIMITED,
HOUSTON AGENCY
By:__________________________________________
Name:___________________________________
Title:__________________________________
▇▇▇▇▇ FARGO BANK (TEXAS),
NATIONAL ASSOCIATION
By:__________________________________________
Name:___________________________________
Title:__________________________________
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Each of the undersigned Guarantors hereby (a) consents and agrees to this
Amendment, and (b) agrees that its Guaranty shall continue to be the legal,
valid and binding obligation of such Guarantor enforceable against such
Guarantor in accordance with its terms.
NATIONAL AUTO CENTER, INC.
By:__________________________________________
Name:___________________________________
Title:__________________________________
CELLSTAR, LTD.
By: National Auto Center, Inc.,
General Partner
By:__________________________________________
Name:___________________________________
Title:__________________________________
CELLSTAR FULFILLMENT, LTD.
By: CellStar Fulfillment, Inc.,
General Partner
By:__________________________________________
Name:___________________________________
Title:__________________________________
CELLSTAR WEST, INC.
By:__________________________________________
Name:___________________________________
Title:__________________________________
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ACC-CELLSTAR, INC.
By:__________________________________________
Name:___________________________________
Title:__________________________________
CELLSTAR FINANCO, INC.
By:__________________________________________
Name:___________________________________
Title:__________________________________
CELLSTAR FULFILLMENT, INC.
By:__________________________________________
Name:___________________________________
Title:__________________________________
NAC HOLDINGS, INC.
By:__________________________________________
Name:___________________________________
Title:__________________________________
CELLSTAR INTERNATIONAL CORPORATION/
ASIA
By:__________________________________________
Name:___________________________________
Title:__________________________________
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AUDIOMEX EXPORT CORP.
By:__________________________________________
Name:___________________________________
Title:__________________________________
CELLSTAR INTERNATIONAL
CORPORATION/SA
By:__________________________________________
Name:___________________________________
Title:__________________________________
CELLSTAR AIR SERVICES, INC.
By:__________________________________________
Name:___________________________________
Title:__________________________________
A & S AIR SERVICE, INC.
By:__________________________________________
Name:___________________________________
Title:__________________________________
CELLSTAR TELECOM, INC.
By:__________________________________________
Name:___________________________________
Title:__________________________________
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FLORIDA PROPERTIES, INC.
By:__________________________________________
Name:___________________________________
Title:__________________________________
CELLSTAR GLOBAL SATELLITE
SERVICE, LTD.
By: National Auto Center, Inc.,
General Partner
By:__________________________________________
Name:___________________________________
Title:__________________________________
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