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.



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(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:



|                                                                                                                                                                                                                                                                                                                                                                                                                                                           |  |                                                                                     
|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | ------------------------------------------------------------------------------------
|Applicable Amount                                                                                                                                                                                                                                                                                                                                                                                                                                          |  | Applicable Period                                                                   
|Initial Consolidated Tangible Net Worth, plus (a) 75% of net income of the Parent and its Subsidiaries, on a consolidated basis (without any deduction for losses) on a cumulative basis
from December 1, 2004 for each quarter ended thereafter through such date of determination, minus (b) 100% of the Restructuring Expenses incurred on or after December 1, 2004 on a cumulative basis through such date of determination not to
exceed $5,000,000. |  | Beginning with the fiscal quarter ended November 30, 2004 through the Maturity Date.







(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, for the immediately preceding four-quarter fiscal period ending on such date.



|                                                                                                                                                                                                                                                                                                                                                |  |                                                                           
|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | --------------------------------------------------------------------------
|Required Ratio                                                                                                                                                                                                                                                                                                                                  |  | Applicable Region                                                         
|(2.00):1.00 for the fiscal quarterending on or about August 31, 2005;  (1.00):1.00 for the fiscal quarterending on or about November 30, 2005;  (0.00):1.00 for the fiscal quarterending on or about
February 28, 2006;  0.50:1.00 for the fiscal
quarterending on or about May 31, 2006; and  for each fiscal quarter end thereafter,2.00:1.00 |  | Subsidiaries operating within the geographic area comprising Asia         
|                                                                                                                                                                                                                                                                                                                                                | 
|2.00:1.00 for the fiscal quarterending on November 30, 2001 andeach fiscal quarter end thereafter                                                                                                                                                                                                                                               |  | Subsidiaries operating within the geographic area comprising Latin America



Notwithstanding the foregoing, for any period in which a Fixed Charge Coverage Ratio is calculated hereunder for the Asia and Latin America regions, if, for any region on an individual basis, the result of the calculation set forth in
clause (b) of the definition of Fixed Charge Coverage Ratio hereunder for the Asia and Latin America regions, respectively is less than or equal to zero, no Fixed Charge Coverage Ratio will be tested pursuant to this subsection (b).



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



(c) Fixed Charge Coverage Ratio for the Domestic Business Unit. Fail to maintain a Fixed Charge Coverage Ratio of at least
the required ratio set forth in the following table calculated as of August 31, 2001 for the three quarter fiscal period then ended, and as of November 30, 2001 and each fiscal quarter end thereafter, for the immediately preceding four fiscal
quarter period, for the Domestic Business Unit:



|                                                                                                                                                     |  |                                                                                                                                                   |  |                                                                                                                                            
|---------------------------------------------------------------------------------------------------------------------------------------------------- |  | ------------------------------------------------------------------------------------------------------------------------------------------------- |  | -------------------------------------------------------------------------------------------------------------------------------------------
|Required Ratio prior togiving effect to conversion,exchange, refinance, orextension of 80%
ofConvertible SubordinatedDebt pursuant toSection 6.16(a) |  | Required Ratio after givingeffect to conversion,exchange, refinance, orextension of 80%
ofConvertible SubordinatedDebt pursuant toSection 6.16(a) |  | Test Date                                                                                                                                  
|1.10:1.0                                                                                                                                             |  | 1.10:1.0                                                                                                                                          |  | August 31, 2001                                                                                                                            
|                                                                                                                                                     |  |                                                                                                                                                  
|1.10:1.0                                                                                                                                             |  | 1.25:1.0                                                                                                                                          |  | November 30, 2001                                                                                                                          
|                                                                                                                                                     |  |                                                                                                                                                  
|1.10:1.0                                                                                                                                             |  | 1.25:1.0                                                                                                                                          |  | February 28, 2002                                                                                                                          
|                                                                                                                                                     |  |                                                                                                                                                  
|1.10:1.0                                                                                                                                             |  | 1.25:1.0                                                                                                                                          |  | May 31, 2002                                                                                                                               
|                                                                                                                                                     |  |                                                                                                                                                  
|1.10:1.0                                                                                                                                             |  | 1.25:1.0                                                                                                                                          |  | August 31, 2002                                                                                                                            
|                                                                                                                                                     |  |                                                                                                                                                  
|1.50:1.0                                                                                                                                             |  | 1.50:1.0                                                                                                                                          |  | November 30, 2002, February 28, 2003, May 31, 2003, August 31, 2003, November 30, 2003, February 28, 2004, May 31, 2004 and August 31, 2004
|                                                                                                                                                     |  |                                                                                                                                                  
|(0.50):1.0                                                                                                                                           |  | (0.50):1.0                                                                                                                                        |  | November 30, 2004                                                                                                                          
|                                                                                                                                                     |  |                                                                                                                                                  
|(1.50):1.0                                                                                                                                           |  | (1.50):1.0                                                                                                                                        |  | February 28, 2005 and May 31, 2005                                                                                                         
|                                                                                                                                                     |  |                                                                                                                                                  
|(0.50):1.0                                                                                                                                           |  | (0.50):1.0                                                                                                                                        |  | August 31, 2005                                                                                                                            
|                                                                                                                                                     |  |                                                                                                                                                  
|0.50:1.0                                                                                                                                             |  | 0.50:1.0                                                                                                                                          |  | November 30, 2005                                                                                                                          
|                                                                                                                                                     |  |                                                                                                                                                  
|1.50:1.0                                                                                                                                             |  | 1.50:1.0                                                                                                                                          |  | February 28, 2006 and each fiscal quarter ended thereafter                                                                                 



Notwithstanding the foregoing, for any period in which a Fixed Charge Coverage Ratio is calculated hereunder for the Domestic Business Unit, where the result of the calculation set forth in clause (b) of the definition of Fixed Charge
Coverage Ratio hereunder for the Domestic Business Unit, taken as a whole, is less than or equal to zero, no Fixed Charge Coverage Ratio will be tested pursuant to this subsection (c).



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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 arising under the Loan Agreement, applicable to:



(i) Borrowers failing to maintain a Fixed Charge Coverage Ratio for their Subsidiaries operating within Asia of 1.50:1.0 for the fiscal
quarter ending November 30, 2004 as required under Section 7.20(b) of the Loan Agreement; and



(ii) Borrowers failing to maintain a Fixed Charge Coverage Ratio for the Domestic Business Unit of (0.50):1.0 for the fiscal quarter
ending November 30, 2004 as required under Section 7.20(c) of the Loan Agreement;



provided, further that in no event shall such waivers 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;



(b) payment of a Lenders amendment fee from the
Borrowers in the amount of $375,000.00 (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 in accordance with each Lenders Pro Rata Share; and



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



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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) 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



(e) 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,



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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                     



TWELFTH AMENDMENT TO
LOAN AGREEMENT



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CELLSTAR INTERNATIONAL CORPORATION/SA, a Delaware corporationBy:

/s/ Elaine Flud RodriguezName:

Elaine Flud RodriguezTitle:

Sr. VP and General CounselCELLSTAR FULFILLMENT, INC., a Delaware corporationBy:

/s/ Elaine Flud RodriguezName:

Elaine Flud RodriguezTitle:

Sr. VP and General CounselCELLSTAR INTERNATIONAL CORPORATION/ASIA, a Delaware corporationBy:

/s/ Elaine Flud RodriguezName:

Elaine Flud RodriguezTitle:

Sr. VP and General CounselAUDIOMEX EXPORT CORP., a Texas corporationBy:

/s/ Elaine Flud RodriguezName:

Elaine Flud RodriguezTitle:

Sr. VP and General Counsel




TWELFTH AMENDMENT
TO LOAN AGREEMENT



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NAC HOLDINGS, INC., a Nevada corporationBy:

/s/ Elaine Flud RodriguezName:

Elaine Flud RodriguezTitle:

PresidentCELLSTAR GLOBAL SATELLITE SERVICES, LTD., a Texas limited partnershipBy:

National Auto Center, Inc., its General PartnerBy:

/s/ Elaine Flud RodriguezName:

Elaine Flud RodriguezTitle:

Sr. VP and General CounselCELLSTAR FULFILLMENT LTD., a Texas limited partnershipBy:

CellStar Fulfillment, Inc., its General PartnerBy:

/s/ Elaine Flud RodriguezName:

Elaine Flud RodriguezTitle:

Sr. VP and General Counsel




TWELFTH 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:                                     |  | VP                   
|                   |  |  | 
|                   |  |  |  |                                                                                |  | 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/ Greg Gentry      
|                   |  |  |  |                                                                                |  | Name:                                      |  | Greg Gentry          
|                   |  |  |  |                                                                                |  | Title:                                     |  | Portfolio Manager    
|                   |  |  | 
|                   |  |  |  |                                                                                |  | PNC BANK NATIONAL ASSOCIATION, as a Lender
|                   |  |  |  |                                                                               
|                   |  |  |  |                                                                                |  | By:                                        |  | /s/ Robin L. Arriola 
|                   |  |  |  |                                                                                |  | Name:                                      |  | Robin L. Arriola     
|                   |  |  |  |                                                                                |  | Title:                                     |  | Vice President       



TWELFTH AMENDMENT TO
LOAN AGREEMENT



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