Exhibit
10.2


THIRD
AMENDMENT TO AMENDED AND RESTATED LOAN AGREEMENT


This
THIRD AMENDMENT TO AMENDED AND RESTATED LOAN AGREEMENT (this “Amendment”)
is dated as of October 31, 2006, 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 Amended
and Restated Loan and Security Agreement dated as of March 31, 2006, as amended
by that certain First Amendment to Amended and Restated Loan Agreement dated as
of July 12, 2006, and as further amended by that certain Second Amendment to
Amended and Restated Loan Agreement dated as of August 31, 2006 (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.             Amendment
to Section 1.1 of the Loan Agreement. 
Section 1.1 of the Loan Agreement, “Definitions”, is hereby
modified and amended by deleting clause (j) of the existing definition of “Permitted
Dispositions” set forth therein and inserting the following clause (j) in
substitution thereof:


“(j) dispositions of Accounts of CellStar Chile S.A. in an aggregate
amount not exceeding $40,000,000 outstanding at any time pursuant to a
factoring facility permitted by Section 7.1(e)(iv) hereof.”


2.             Amendment to Section 7.1 of the Loan Agreement.









 



 


(a)           Section
7.1 of the Loan Agreement, “Indebtedness”, is hereby modified and
amended by deleting subsection (e)(iv) thereof in its entirety and inserting
the following in substitution thereof:


“(iv)        any accounts receivable factoring
facility entered into by CellStar Chile S.A. for general working capital needs
in an aggregate amount not exceeding $40,000,000 outstanding at any time;
provided such factoring facility (x) is not guaranteed by any Borrower;
provided, such factoring facility may be guaranteed by a Borrower if such
guaranty is unsecured and subject to a subordination agreement satisfactory to
Agent, and (y) does not limit or prohibit the payment of any Management Fees to
any Borrower;”


3.             No Other Amendments or Waivers.  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 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.


4.             Release.  In consideration for the accommodations
provided pursuant to this Amendment, and acknowledging that Agent and Lenders
will be specifically relying on the following provisions as a material
inducement in entering into this Amendment, and for other good and valuable
consideration, the receipt and sufficiency of which is hereby acknowledged,
each Borrower hereby releases, remises and forever discharges the Agent and the
Lenders and their respective agents, servants, employees, directors, officers,
attorneys, accountants, consultants, affiliates, representatives, receivers,
trustees, subsidiaries, predecessors, successors and assigns (collectively, the
“Released Parties”) from any and all claims, damages, losses, demands,
liabilities, obligations, actions and causes of action whatsoever (whether
arising in contract or in tort, and whether at law or in equity), whether known
or unknown, matured or contingent, liquidated or unliquidated, in any way
arising from, in connection with, or in any way concerning or relating to the
Loan Agreement, the other Loan Documents, and/or any dealings with any of the
Released Parties in connection with the transactions contemplated by such
documents or this Amendment prior to date hereof.  This release shall be and remain in full
force and effect notwithstanding the discovery by the Borrowers after the date
hereof (a) of any new or additional claim against any Released Party, (b) of
any new or additional facts in any way relating to the subject matter of this
release, (c) that any fact relied upon by it was incorrect or (d) that any
representation made by any Released Party was untrue or that any Released Party
concealed any fact, circumstance or claim relevant to the Borrowers’ execution
of this release; 



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provided, however, this release shall not extend
to any claims arising after the execution of this Amendment.


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)           fully executed amendment to the
Second Lien Credit Agreement containing corresponding amendments to those
contained herein, which shall be in form and substance satisfactory to the
Agent; and


(c)           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)           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.



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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

  
						



 


 


THIRD AMENDMENT TO
AMENDED AND RESTATED 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

  
						



 


 


THIRD AMENDMENT TO
AMENDED AND RESTATED LOAN AGREEMENT



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  NAC HOLDINGS, INC., a Nevada
  corporation

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   /s/ Elaine Flud Rodriguez

  	
   

  
	
   

  	
   

  	
   

  	
  Name:

  	
  Elaine Flud Rodriguez

  
	
   

  	
   

  	
   

  	
  Title:

  	
  President

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  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

  
						



 


 


THIRD AMENDMENT TO
AMENDED AND RESTATED 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

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  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

  
								



 


 


THIRD AMENDMENT TO
AMENDED AND RESTATED LOAN AGREEMENT


 



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