Exhibit 10.17



THIRTEENTH AMENDMENT AND WAIVER TO LOAN AGREEMENT



This THIRTEENTH AMENDMENT AND WAIVER TO LOAN AGREEMENT (this Amendment) is dated as of May 13, 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, as further amended by that certain Eleventh Amendment and Waiver to Loan Agreement dated as of August 31, 2004, and as further amended by that certain Twelfth Amendment and Waiver to Loan
Agreement dated as of February 10, 2005 (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 and waive certain terms of the Loan Agreement; and



WHEREAS, the Agent and the Lenders have agreed to the requested amendments and waivers 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. 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 $85,000,000.



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2. Establishment of Reserves. In accordance with Section 2.1(b) of the Loan Agreement, the Agent
and the Lenders hereby establish an additional reserve against Availability in the amount of $5,000,000.



3. Waivers.



(a) Subject to the terms and conditions set forth herein, the Agent and the Lenders hereby waive compliance with, and waive the Defaults
and Events of Default (the Specified Events of Default) arising under the Loan Agreement, applicable to:



(i) Borrowers failure to maintain the required Consolidated Tangible Net Worth for the quarters ended November 30, 2004 and February
28, 2005 as required under Section 7.20(a) of the Loan Agreement;



(ii) Borrowers failure to maintain the Consolidated Tangible Net Worth and Fixed Charge Coverage Ratios for the quarters ended prior to November 30, 2004 as required under Sections 7.20(a), (b) and (c) of the
Loan Agreement solely as a result of Parents restatement of its previously delivered financial statements as contemplated in the draft financial statements attached hereto as Exhibit A;



(iii) Parents failure to (A) file its Form 10-K Annual
Report for the fiscal year ending November 30, 2004 on or before March 1, 2005 in violation of Section 4.08 of the Indenture (the Indenture) for the Parents 12% Senior Subordinated Notes due January 2007 (the
Subordinated Notes), (B) file its Form 10-Q Quarterly Report for the fiscal quarter ending February 28, 2005 on or before April 15, 2005 in violation of Section 4.08 of the Indenture, and (C) cause its independent public
accountants to deliver a letter (the Accountants Letter) to the Trustee (as defined in the Indenture) 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, in each case resulting in an Event of Default under Section 8.9 of the Loan Agreement;



(iv) Parents failure to deliver the financial
statements of the Parent and its Subsidiaries for the quarter ended February 28, 2005 as required pursuant to Section 6.3(a) of the Loan Agreement; and



(v) Parents failure to deliver the audited financial statements of the Parent and its Subsidiaries for the fiscal year ended
November 30, 2004 as required pursuant to Section 6.3(b) of the Loan Agreement;



(b) Each of the above waivers is subject to satisfaction of the following conditions:



(i) the Parent shall file its Form 10-K Annual Report for
the fiscal year ended November 30, 2004, which shall contain financial statements that are in form and substance substantially the same as the financial statements attached hereto as Exhibit A, on or before May 31, 2005;



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(ii) Parent shall file its Form 10-Q Quarterly Report for the fiscal quarter ended
February 28, 2005 on or before May 31, 2005;



(iii) Parent shall deliver the financial statements for the fiscal year ended November 30, 2004 as required by Section 6.3(b) of the Loan Agreement on or before May 31, 2005, which shall be in form and substance substantially the same as
the financial statements attached hereto as Exhibit A;



(iv) Parent shall deliver the financial statements for the quarter ended February 28, 2005 as required by Section 6.3(a) of the Loan Agreement on or before May 31, 2005; and



(v) the holders of the Subordinated Notes (or the Trustee on
behalf of the holders of the Subordinated Notes) shall not exercise any remedies against any Loan Party with respect to the Specified Events of Default (other than giving of notice of default pursuant to Section 6.01(c) of the Indenture).



(c) Each Borrower hereby acknowledges and
agrees that the failure to satisfy the conditions set forth in clause (b) of this Section 3 shall cause the waivers contained herein to be of no further effect.



(d) In no event shall the waivers set forth above waive any other requirement or hinder, restrict or
otherwise modify the rights and remedies of the Agent and the Lenders following the occurrence of any other failure to comply with Section 7.20, or the occurrence of any Default or Event of Default under the Loan Agreement.



4. No Other Amendments or Waivers. Except as set forth in Section 3
above, the execution, delivery and effectiveness of this Amendment shall not operate as a waiver of any right, power or remedy of the Agent or the Lenders under the Loan Agreement or any of the other Loan Documents, nor constitute a waiver of any
provision of the Loan Agreement or any of the other Loan Documents. Except for the amendments and waivers set forth above, the text of the Loan Agreement and all other Loan Documents shall remain unchanged and in full force and effect and each
Borrower hereby ratifies and confirms its obligations thereunder. This Amendment shall not constitute a modification of the Loan Agreement or a course of dealing with the Agent or the Lenders at variance with the Loan Agreement such as to require
further notice by the Agent or the Lenders to require strict compliance with the terms of the Loan Agreement and the other Loan Documents in the future, except as expressly set forth herein. Each Borrower acknowledges and expressly agrees that the
Agent and the Lenders reserve the right to, and do in fact, require strict compliance with all terms and provisions of the Loan Agreement and the other Loan Documents. The Borrowers have no knowledge of any challenge to the Agents or any
Lenders claims arising under the Loan Documents, or to the effectiveness of the Loan Documents.



5. Conditions Precedent to Effectiveness. This Amendment shall become effective as of the date hereof when, and only when, the Agent shall have
received each of the following:



(a) fully
executed and delivered counterparts of this Amendment by the Borrowers, the Required Lenders and the Agent;



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(b) financial statements of the Parent and its Subsidiaries for the fiscal year ended
November 30, 2004 in form and substance satisfactory to Agent and Lenders, copies of which are attached hereto as Exhibit A;



(c) payment of a amendment fee from the Borrowers in the amount of $500,000.00 (it being understood that, by execution and delivery of
this Amendment, the Borrowers authorize the Agent to charge the Borrowers Loan Account for such fee and such amount shall thereafter accrue interest at the rate applicable to Advances under the Loan Agreement in accordance with Section 2.6 of
the Loan Agreement) which shall be for the benefit of the Lenders signatory hereto in accordance with such Lenders Pro Rata Share; and



(d) such other information, documents, instruments or approvals as the Agent or the Agents counsel may reasonably require.



6. Representations and Warranties of Borrowers. Each
Borrower represents and warrants to the Agent and the Lenders as follows:



(a) Each Borrower is a corporation or limited partnership organized or formed, as the case may be, validly existing and in good standing under the laws of the jurisdiction indicated on the signature pages hereto and
in all other jurisdictions in which the failure to be so qualified reasonably could be expected to constitute a Material Adverse Change;



(b) The execution, delivery, and performance by each Borrower of this Amendment are within such Borrowers corporate or partnership
authority, have been duly authorized by all necessary corporate or partnership action and do not and will not (i) violate any provision of federal, state, or local law or regulation applicable to such Borrower, the Governing Documents of any
Borrower, or any order, judgment, or decree of any court or other Governmental Authority binding on any Borrower, (ii) conflict with, result in a breach of, or constitute (with due notice or lapse of time or both) a default under any material
contractual obligation of any Borrower, (iii) result in or require the creation or imposition of any Lien of any nature whatsoever upon any properties or assets of any Borrower, other than Permitted Liens, or (iv) require any approval of any
Borrowers shareholders, partners, or members or any approval or consent of any Person under any material contractual obligation of any Borrower;



(c) The execution, delivery, and performance by each Borrower of this Amendment do not and will not require any registration with,
consent, or approval of, or notice to, or other action with or by, any Governmental Authority or other Person;



(d) As of the date hereof, the holders of the Subordinated Notes (or the trustee on behalf of the holders of the Subordinated Notes) have
not exercised any remedies against any Loan Party with respect to the Specified Events of Default or given notice of default pursuant to Section 6.01(c) of the Indenture with respect to the Specified Events of Default;



(e) The financial statements attached hereto as Exhibit
A have been prepared in accordance with GAAP and fairly present in all material respects the financial condition of the Parent and its Subsidiaries as of the dates indicated therein;



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(f) This Amendment and all other documents contemplated hereby, when executed and
delivered by each Borrower will be the legally valid and binding obligations of such Borrower, enforceable against each Borrower in accordance with their respective terms, except as enforcement may be limited by equitable principles or by
bankruptcy, insolvency, reorganization, moratorium, or similar laws relating to or limiting creditors rights generally; and



(g) No Default or Event of Default is existing.



7. Counterparts. This Amendment may be executed in multiple counterparts, each of which shall be deemed to be an original and all of which,
taken together, shall constitute one and the same agreement. In proving this Amendment in any judicial proceedings, it shall not be necessary to produce or account for more than one such counterpart signed by the party against whom such enforcement
is sought. Delivery of a signature page hereto by facsimile transmission or by e-mail transmission of an adobe file format document (also known as a PDF file) shall be as effective as delivery of a manually executed counterpart hereof.



8. Reference to and Effect on the Loan Documents. Upon the
effectiveness of this Amendment, on and after the date hereof each reference in the Loan Agreement to this Agreement, hereunder, hereof or words of like import referring to the Loan Agreement, and each reference
in the other Loan Documents to the Loan Agreement, thereunder, thereof or words of like import referring to the Loan Agreement, shall mean and be a reference to the Loan Agreement as amended hereby.



9. Costs, Expenses and Taxes. The Borrowers agree to pay on demand all
reasonable costs and expenses in connection with the preparation, execution, and delivery of this Amendment and the other instruments and documents to be delivered hereunder, including, without limitation, the reasonable fees and out-of-pocket
expenses of counsel for the Agent with respect thereto and with respect to advising the Agent as to its rights and responsibilities hereunder and thereunder.



10. Governing Law. This Amendment shall be deemed to be made pursuant to the laws of the State of Georgia with respect to agreements made and to be
performed wholly in the State of Georgia, and shall be construed, interpreted, performed and enforced in accordance therewith, without reference to the conflict or choice of laws provisions thereof.



11. Loan Document. This Amendment shall be deemed to be a Loan
Document for all purposes.



[Signature pages follow]



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IN WITNESS WHEREOF, the parties hereto have executed and delivered this Amendment as of the day and year
first written above.



|           |  |  |  |                                                   |  |        |  |                                                
|---------- |  |  |  | ------------------------------------------------- |  | ------ |  | -----------------------------------------------
|BORROWERS: |  |  |  | CELLSTAR CORPORATION,a Delaware corporation      
|           |  |  |  |                                                  
|           |  |  |  |                                                   |  | By:    |  | /s/ Elaine Flud Rodriguez                      
|           |  |  |  |                                                   |  | Name:  |  | Elaine Flud Rodriguez                          
|           |  |  |  |                                                   |  | Title: |  | Sr. VP and General Counsel                     
|           |  | 
|           |  |  |  | CELLSTAR, LTD., a Texas limited partnership      
|           |  |  |  |                                                  
|           |  |  |  |                                                   |  | By:    |  | National Auto Center, Inc., its General Partner
|           |  |  |  |                                                  
|           |  |  |  |                                                   |  | By:    |  | /s/ Elaine Flud Rodriguez                      
|           |  |  |  |                                                   |  | Name:  |  | Elaine Flud Rodriguez                          
|           |  |  |  |                                                   |  | Title: |  | Sr. VP and General Counsel                     
|           |  | 
|           |  |  |  | NATIONAL AUTO CENTER, INC.,a Delaware corporation
|           |  |  |  |                                                  
|           |  |  |  |                                                   |  | By:    |  | /s/ Elaine Flud Rodriguez                      
|           |  |  |  |                                                   |  | Name:  |  | Elaine Flud Rodriguez                          
|           |  |  |  |                                                   |  | Title: |  | Sr. VP and General Counsel                     
|           |  | 
|           |  |  |  | CELLSTAR FINANCO, INC., a Delaware corporation   
|           |  |  |  |                                                  
|           |  |  |  |                                                   |  | By:    |  | /s/ Elaine Flud Rodriguez                      
|           |  |  |  |                                                   |  | Name:  |  | Elaine Flud Rodriguez                          
|           |  |  |  |                                                   |  | Title: |  | Sr. VP and General Counsel                     



THIRTEENTH AMENDMENT TO
LOAN AGREEMENT



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| |  |  |  |                                                                 |  |        |  |                           
| |  |  |  | --------------------------------------------------------------- |  | ------ |  | --------------------------
| |  |  |  | CELLSTAR INTERNATIONAL CORPORATION/SA, a Delaware corporation  
| |  |  |  |                                                                
| |  |  |  |                                                                 |  | By:    |  | /s/ Elaine Flud Rodriguez 
| |  |  |  |                                                                 |  | Name:  |  | Elaine Flud Rodriguez     
| |  |  |  |                                                                 |  | Title: |  | Sr. VP and General Counsel
| |  | 
| |  |  |  | CELLSTAR FULFILLMENT, INC.,a Delaware corporation              
| |  |  |  |                                                                
| |  |  |  |                                                                 |  | By:    |  | /s/ Elaine Flud Rodriguez 
| |  |  |  |                                                                 |  | Name:  |  | Elaine Flud Rodriguez     
| |  |  |  |                                                                 |  | Title: |  | Sr. VP and General Counsel
| |  | 
| |  |  |  | CELLSTAR INTERNATIONAL CORPORATION/ASIA, a Delaware corporation
| |  |  |  |                                                                
| |  |  |  |                                                                 |  | By:    |  | /s/ Elaine Flud Rodriguez 
| |  |  |  |                                                                 |  | Name:  |  | Elaine Flud Rodriguez     
| |  |  |  |                                                                 |  | Title: |  | Sr. VP and General Counsel
| |  | 
| |  |  |  | AUDIOMEX EXPORT CORP., a Texas corporation                     
| |  |  |  |                                                                
| |  |  |  |                                                                 |  | By:    |  | /s/ Elaine Flud Rodriguez 
| |  |  |  |                                                                 |  | Name:  |  | Elaine Flud Rodriguez     
| |  |  |  |                                                                 |  | Title: |  | Sr. VP and General Counsel



THIRTEENTH AMENDMENT TO
LOAN AGREEMENT



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| |  |  |  |                                                                      |  |                                                 |  |                                                
| |  |  |  | -------------------------------------------------------------------- |  | ----------------------------------------------- |  | -----------------------------------------------
| |  |  |  | NAC HOLDINGS, INC.,a Nevada corporation                             
| |  |  |  |                                                                     
| |  |  |  |                                                                      |  | By:                                             |  | /s/ Elaine Flud Rodriguez                      
| |  |  |  |                                                                      |  | Name:                                           |  | Elaine Flud Rodriguez                          
| |  |  |  |                                                                      |  | Title:                                          |  | President                                      
| |  | 
| |  |  |  | CELLSTAR GLOBAL SATELLITE SERVICES, LTD.,a Texas limited partnership
| |  |  | 
| |  |  |  | By:                                                                  |  | National Auto Center, Inc., its General Partner
| |  |  |  |                                                                     
| |  |  |  |                                                                      |  | By:                                             |  | /s/ Elaine Flud Rodriguez                      
| |  |  |  |                                                                      |  | Name:                                           |  | Elaine Flud Rodriguez                          
| |  |  |  |                                                                      |  | Title:                                          |  | Sr. VP and General Counsel                     
| |  | 
| |  |  |  | CELLSTAR FULFILLMENT LTD.,a Texas limited partnership               
| |  |  |  |                                                                     
| |  |  |  |                                                                      |  | By:                                             |  | CellStar Fulfillment, Inc., its General Partner
| |  |  |  |                                                                     
| |  |  |  |                                                                      |  | By:                                             |  | /s/ Elaine Flud Rodriguez                      
| |  |  |  |                                                                      |  | Name:                                           |  | Elaine Flud Rodriguez                          
| |  |  |  |                                                                      |  | Title:                                          |  | Sr. VP and General Counsel                     



THIRTEENTH AMENDMENT TO
LOAN AGREEMENT



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|                   |  |  |  |                                                                                |  |        |  |                         
|------------------ |  |  |  | ------------------------------------------------------------------------------ |  | ------ |  | ------------------------
|AGENT AND LENDERS: |  |  |  | WELLS FARGO FOOTHILL, INC., a California corporation, as Agent and as a Lender
|                   |  |  |  |                                                                               
|                   |  |  |  |                                                                                |  | By:    |  | /s/ Robert Bernier      
|                   |  |  |  |                                                                                |  | Name:  |  | Robert Bernier          
|                   |  |  |  |                                                                                |  | Title: |  | Vice President          
|                   |  | 
|                   |  |  |  | FLEET CAPITAL CORPORATION, as a Lender                                        
|                   |  |  |  |                                                                               
|                   |  |  |  |                                                                                |  | By:    |  | /s/ H. Michael Wills    
|                   |  |  |  |                                                                                |  | Name:  |  | H. Michael Wills        
|                   |  |  |  |                                                                                |  | Title: |  | Senior Vice President   
|                   |  | 
|                   |  |  |  | TEXTRON FINANCIAL CORPORATION, as a Lender                                    
|                   |  |  |  |                                                                               
|                   |  |  |  |                                                                                |  | By:    |  | /s/ Stuart A. Hall      
|                   |  |  |  |                                                                                |  | Name:  |  | Stuart A. Hall          
|                   |  |  |  |                                                                                |  | Title: |  | Senior Account Executive
|                   |  | 
|                   |  |  |  | PNC BANK NATIONAL ASSOCIATION, as a Lender                                    
|                   |  |  |  |                                                                               
|                   |  |  |  |                                                                                |  | By:    |  | /s/ Robin L. Arriola    
|                   |  |  |  |                                                                                |  | Name:  |  | Robin L. Arriola        
|                   |  |  |  |                                                                                |  | Title: |  | Vice President          



THIRTEENTH AMENDMENT TO
LOAN AGREEMENT



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