Exhibit
10.1


WAIVER AND CONSENT


As of October 26, 2006


CELLSTAR
CORPORATION, 

as Administrative Borrower

1730 Briercroft Court

Carrollton, Texas 75006


Ladies and Gentlemen:


Reference is
hereby made to that certain Amended and Restated Loan and Security Agreement
(as amended, restated, supplemented or otherwise modified from time to time,
the “Loan Agreement”), dated as of March 31, 2006, by and among CellStar
Corporation, a Delaware corporation (the “Parent”), certain of its
Subsidiaries (as defined therein) signatory thereto (together with the Parent,
each a “Borrower” and collectively the “Borrowers”), the lenders
signatory thereto (“Lenders”) and Wells Fargo Foothill, Inc., as
Administrative Agent for the Lenders (the “Agent”). All capitalized
terms not otherwise defined herein shall have the meanings set forth in the
Loan Agreement.


CellStar Corporation, as
Administrative Borrower, has requested that the Agent and the Lenders waive the
limitation on the Eligible Inventory component of the Borrowing Base contained
in Section 2.1(a)(x)(iii) of the Loan Agreement and consent to an increase in
the Eligible Inventory component of the Borrowing Base under Section
2.1(a)(x)(iii) so long as the amount of credit availability created under
Section 2.1(a)(x) does not exceed 200% of the credit availability created under
Section 2.1(a)(w) (the “Waiver and Consent Request”).


Subject to the
terms and conditions set forth in this letter (this “Waiver”), the Agent
and the Lenders hereby grant the Waiver and Consent Request provided that under
no circumstances shall the amount of credit availability created under Section
2.1(a)(x) exceed 200% of the credit availability created under Section
2.1(a)(w).


This
Waiver shall be effective as of the date first written above (the “Waiver
Effective Date”) upon satisfaction of the following:


(a)               the Agent’s receipt of a
counterpart hereof duly executed by Borrowers and Lenders; and


(b)               the Agent’s receipt of a fully
executed acknowledgement, waiver and consent, in the form attached hereto, from
the Second Lien Agent and the Second Lien Lenders with respect to necessary
consent under the Intercreditor Agreement and the Second Lien Credit Agreement.









 



 


This Waiver shall terminate (the “Waiver
Termination Date”) and be of no further force and effect on the earlier of
(i) December 11, 2006 or (ii) the occurrence of an Event of Default.


The Borrower hereby
acknowledges and agrees that the failure to satisfy any of the conditions set
forth herein shall cause this Waiver to be of no further force or effect.


The Borrower hereby
represents and warrants that after giving effect hereto, no event has occurred
and is continuing which constitutes an Event of Default or would constitute an
Event of Default but for the requirement that notice be given or time elapse or
both.


Except as otherwise
expressed herein, the text of the Loan Agreement and the other Loan Documents
shall remain in full force and effect, and the Agent and the Lenders hereby
reserve the right to require strict compliance in the future with all terms and
conditions of the Loan Agreement and the other Loan Documents.


Each of the Lenders
signatory hereto hereby authorizes Agent to execute the attached
Acknowledgement, Waiver and Consent to the Intercreditor Agreement as Agent, on
behalf of itself and the Lenders.


This Waiver may be
executed in any number of counterparts, each of which shall be deemed an
original but all of which, when taken together, shall constitute one in the
same agreement. Delivery of a counterpart hereto by facsimile transmission or
by transmission of an Adobe portable document format file (also known as a “PDF
file”) shall be as effective as delivery of an original counterpart hereto.


This
Waiver 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.


This Waiver shall
constitute a Loan Document for all purposes.


[the remainder of this page intentionally left blank]



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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

  



 


 


	
  

  	
   

  	
  BANK OF AMERICA, N.A. (successor
  to

  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

  



 



 [SIGNATURE PAGE TO WAIVER LETTER]
  
 






 



 


Acknowledged and agreed
to

as of the date 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

  



 



 [SIGNATURE PAGE TO WAIVER LETTER]
  
 






 



 


	
  

  	
   

  	
  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

  



 


 


	
  

  	
   

  	
  NAC HOLDINGS, INC., a Nevada

  corporation

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
    /s/
  Elaine Flud Rodriguez

  	
   

  
	
   

  	
   

  	
   

  	
  Name:       Elaine
  Flud Rodriguez

  
	
   

  	
   

  	
   

  	
  Title:         President

  



 



 [SIGNATURE PAGE TO WAIVER LETTER]
  
 






 



 


	
  

  	
   

  	
  CELLSTAR FULFILLMENT LTD., a

  Texas limited partnership

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
        CellStar
  Fulfillment, Inc., its General

        Partner

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
    /s/
  Elaine Flud Rodriguez

  	
   

  
	
   

  	
   

  	
   

  	
  Name:     Elaine
  Flud Rodriguez

  
	
   

  	
   

  	
   

  	
  Title:       President

  



 



 [SIGNATURE PAGE TO WAIVER LETTER]