---



##### 



PageARTICLE IDefinitions and Incorporation by ReferenceSECTION 1.01.
    
    Definitions
    
    
    1SECTION 1.02.
    
    Other Definitions
    
    
    33SECTION 1.03.
    
    Incorporation by Reference of Trust Indenture Act
    
    
    34SECTION 1.04.
    
    Rules of Construction
    
    
    34SECTION 1.05.
    
    Acts of Holders
    
    
    35ARTICLE IIThe NotesSECTION 2.01.
    
    Form and Dating; Terms
    
    
    36SECTION 2.02.
    
    Execution and Authentication
    
    
    38SECTION 2.03.
    
    Registrar and Paying Agent
    
    
    38SECTION 2.04.
    
    Paying Agent To Hold Money in Trust
    
    
    39SECTION 2.05.
    
    Holder Lists
    
    
    39SECTION 2.06.
    
    Transfer and Exchange
    
    
    39SECTION 2.07.
    
    Replacement Notes
    
    
    52SECTION 2.08.
    
    Outstanding Notes
    
    
    52SECTION 2.09.
    
    Treasury Notes
    
    
    53SECTION 2.10.
    
    Temporary Notes
    
    
    53SECTION 2.11.
    
    Cancellation
    
    
    53SECTION 2.12.
    
    Defaulted Interest
    
    
    54SECTION 2.13.
    
    CUSIP Numbers; ISIN Numbers
    
    
    54ARTICLE IIIRedemptionSECTION 3.01.
    
    Notices to Trustee
    
    
    54SECTION 3.02.
    
    Selection of Notes To Be Redeemed or Purchased
    
    
    55SECTION 3.03.
    
    Notice of Redemption
    
    
    55SECTION 3.04.
    
    Effect of Notice of Redemption
    
    
    56SECTION 3.05.
    
    Deposit of Redemption or Purchase Price
    
    
    56SECTION 3.06.
    
    Notes Redeemed or Purchased in Part
    
    
    57SECTION 3.07.
    
    Optional Redemption
    
    
    57SECTION 3.08.
    
    Mandatory Redemption
    
    
    58SECTION 3.09.
    
    Offers To Repurchase by Application of Excess Proceeds
    
    
    58
 i




---



##### 



PageARTICLE IVCovenantsSECTION 4.01.
    
    Payment of Notes
    
    
    60SECTION 4.02.
    
    Maintenance of Office or Agency
    
    
    60SECTION 4.03.
    
    Reports and Other Information
    
    
    61SECTION 4.04.
    
    Compliance Certificate
    
    
    62SECTION 4.05.
    
    Taxes
    
    
    62SECTION 4.06.
    
    Stay, Extension and Usury Laws
    
    
    62SECTION 4.07.
    
    Limitation on Restricted Payments
    
    
    63SECTION 4.08.
    
    Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries
    
    
    68SECTION 4.09.
    
    Limitation on Incurrence of Indebtedness and Issuance of Disqualified Stock and Preferred Stock
    
    
    70SECTION 4.10.
    
    Limitation on Sales of Assets
    
    
    76SECTION 4.11.
    
    Transactions with Affiliates
    
    
    78SECTION 4.12.
    
    Liens
    
    
    80SECTION 4.13.
    
    Corporate Existence
    
    
    81SECTION 4.14.
    
    Offer To Repurchase Upon Change of Control
    
    
    81SECTION 4.15.
    
    Limitation on Guarantees of Indebtedness by Restricted Subsidiaries
    
    
    82SECTION 4.16.
    
    Suspension of Covenants
    
    
    83SECTION 4.17.
    
    Limitation on Sale and Lease-Back Transactions
    
    
    83SECTION 4.18.
    
    Limitation on Line of Business
    
    
    84ARTICLE VSuccessorsSECTION 5.01.
    
    Merger, Consolidation or Sale of All or Substantially All Assets
    
    
    84SECTION 5.02.
    
    Successor Corporation Substituted
    
    
    86ARTICLE VIDefaults and RemediesSECTION 6.01.
    
    Events of Default
    
    
    86SECTION 6.02.
    
    Acceleration
    
    
    88SECTION 6.03.
    
    Other Remedies
    
    
    89SECTION 6.04.
    
    Waiver of Past Defaults
    
    
    89SECTION 6.05.
    
    Control by Majority
    
    
    89SECTION 6.06.
    
    Limitation on Suits
    
    
    89SECTION 6.07.
    
    Rights of Holders of Notes To Receive Payment
    
    
    90SECTION 6.08.
    
    Collection Suit by Trustee
    
    
    90SECTION 6.09.
    
    Restoration of Rights and Remedies
    
    
    90SECTION 6.10.
    
    Rights and Remedies Cumulative
    
    
    90SECTION 6.11.
    
    Delay or Omission Not Waiver
    
    
    90
 ii




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##### 



PageSECTION 6.12.
    
    Trustee May File Proofs of Claim
    
    
    91SECTION 6.13.
    
    Priorities
    
    
    91SECTION 6.14.
    
    Undertaking for Costs
    
    
    92ARTICLE VIITrusteeSECTION 7.01.
    
    Duties of Trustee
    
    
    92SECTION 7.02.
    
    Rights of Trustee
    
    
    93SECTION 7.03.
    
    Individual Rights of Trustee
    
    
    94SECTION 7.04.
    
    Trustees Disclaimer
    
    
    94SECTION 7.05.
    
    Notice of Defaults
    
    
    95SECTION 7.06.
    
    Reports by Trustee to Holders of the Notes
    
    
    95SECTION 7.07.
    
    Compensation and Indemnity
    
    
    95SECTION 7.08.
    
    Replacement of Trustee
    
    
    96SECTION 7.09.
    
    Successor Trustee by Merger, etc
    
    
    97SECTION 7.10.
    
    Eligibility; Disqualification
    
    
    97SECTION 7.11.
    
    Preferential Collection of Claims Against the Company
    
    
    97ARTICLE VIIILegal Defeasance and Covenant DefeasanceSECTION 8.01.
    
    Option To Effect Legal Defeasance or Covenant Defeasance
    
    
    97SECTION 8.02.
    
    Legal Defeasance and Discharge
    
    
    97SECTION 8.03.
    
    Covenant Defeasance
    
    
    98SECTION 8.04.
    
    Conditions to Legal or Covenant Defeasance
    
    
    99SECTION 8.05.
    
    Deposited Money and Government Securities To Be Held in Trust; Other Miscellaneous Provisions
    
    
    100SECTION 8.06.
    
    Repayment to Company
    
    
    100SECTION 8.07.
    
    Reinstatement
    
    
    101ARTICLE IXAmendment, Supplement and WaiverSECTION 9.01.
    
    Without Consent of Holders of Notes
    
    
    101SECTION 9.02.
    
    With Consent of Holders of Notes
    
    
    102SECTION 9.03.
    
    Complicance with Trust Indenture Act
    
    
    104SECTION 9.04.
    
    Revocation and Effect of Consents
    
    
    104SECTION 9.05.
    
    Notation on or Exchange of Notes
    
    
    104SECTION 9.06.
    
    Trustee To Sign Amendments, etc
    
    
    104SECTION 9.07.
    
    Payment for Consent
    
    
    105
 iii




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##### 



PageARTICLE XGuaranteesSECTION 10.01.
    
    Guarantee
    
    
    105SECTION 10.02.
    
    Limitation on Guarantor Liability
    
    
    107SECTION 10.03.
    
    Execution and Delivery
    
    
    107SECTION 10.04.
    
    Subrogation
    
    
    107SECTION 10.05.
    
    Benefits Acknowledged
    
    
    108SECTION 10.06.
    
    Release of Guarantees
    
    
    108ARTICLE XISatisfaction and DischargeSECTION 11.01.
    
    Satisfaction and Discharge
    
    
    108SECTION 11.02.
    
    Application of Trust Money
    
    
    109ARTICLE XIIMiscellaneousSECTION 12.01.
    
    Trust Indenture Act Controls
    
    
    110SECTION 12.02.
    
    Notices
    
    
    110SECTION 12.03.
    
    Communication by Holders of Notes with Other Holders of Notes
    
    
    111SECTION 12.04.
    
    Certificate and Opinion as to Conditions Precedent
    
    
    111SECTION 12.05.
    
    Statements Required in Certificate or Opinion
    
    
    111SECTION 12.06.
    
    Rules by Trustee and Agents
    
    
    112SECTION 12.07.
    
    No Personal Liability of Directors, Officers, Employees and Stockholders
    
    
    112SECTION 12.08.
    
    Governing Law
    
    
    112SECTION 12.09.
    
    Consent to Jurisdiction
    
    
    112SECTION 12.10.
    
    Waiver of Jury Trial
    
    
    112SECTION 12.11.
    
    Force Majeure
    
    
    112SECTION 12.12.
    
    No Adverse Interpretation of Other Agreements
    
    
    113SECTION 12.13.
    
    Successors
    
    
    113SECTION 12.14.
    
    Severability
    
    
    113SECTION 12.15.
    
    Counterpart Originals
    
    
    113SECTION 12.16.
    
    Table of Contents, Headings, etc
    
    
    113SECTION 12.17.
    
    Qualification of Indenture
    
    
    113
 iv




---



##### 



Trust Indenture Act Section
    
    Indenture Section310(a)(1)
    
    
    7.10(a)(2)
    
    
    7.10(a)(3)
    
    
    N.A.(a)(4)
    
    
    N.A.(a)(5)
    
    
    7.10(b)
    
    
    7.10(c)
    
    
    N.A.311(a)
    
    
    7.11(b)
    
    
    7.11(c)
    
    
    N.A.312(a)
    
    
    2.05(b)
    
    
    12.03(c)
    
    
    12.03313(a)
    
    
    7.06(b)(1)
    
    
    N.A.(b)(2)
    
    
    7.06; 7.07(c)
    
    
    7.06; 12.02(d)
    
    
    7.06314(a)
    
    
    4.03; 12.02; 12.05(b)
    
    
    N.A.(c)(1)
    
    
    12.04(c)(2)
    
    
    12.04(c)(3)
    
    
    N.A.(d)
    
    
    N.A.(e)
    
    
    12.05(f)
    
    
    N.A.315(a)
    
    
    7.01(b)
    
    
    7.05; 12.02(c)
    
    
    7.01(d)
    
    
    7.01(e)
    
    
    6.14316(a)(last sentence)
    
    
    2.09(a)(1)(A)
    
    
    6.05(a)(1)(B)
    
    
    6.04(a)(2)
(b)
    
    
    N.A.
6.07(c)
    
    
    2.12; 9.04317(a)(1)
    
    
    6.08(a)(2)
    
    
    6.12(b)
    
    
    2.04318(a)
    
    
    12.01(b)
    
    
    N.A.(c)
    
    
    12.01
 
 N.A.
    
    means not applicable.*
    
    This Cross-Reference Table is not part of this Indenture. v




---



##### 



Company
  Initial Notes
    Definitions and Incorporation by Reference
 Definitions.
 144A Global Note Exhibit A
 Acquired Indebtedness
   Additional Interest
 Additional Notes




---



##### 



Adjusted Treasury Rate
 Affiliate
 Agent
 Applicable Procedures
 Applicable Premium
 Asset Sale
 disposition
 2




---



##### 



Attributable Debt provided however
 3




---



##### 



Brightstar Europe
 Bankruptcy Law
 Broker Dealer
 Business Day
 Capital Stock
     Capitalized Lease Obligation
 Cash Equivalents
      4




---



##### 



provided however
 Change of Control
   5




---



##### 



Clearstream
 Company provided however
 Company Equity Plan
 Companys Order
 Comparable Treasury Issue
 Comparable Treasury Price
 Consolidated Depreciation and Amortization Expense
 6




---



##### 



Consolidated Interest Expense
     Consolidated Net Income provided however
   7




---



##### 



provided however
      8




---



##### 



Consolidated Net Secured Debt Ratio
 Consolidated Net Tangible Assets
 Consolidated Total Indebtedness
 9




---



##### 



Contingent Obligations primary obligor
      Contribution Debt provided however
  10




---



##### 



Corporate Trust Office of the Trustee
 Credit Facilities provided however,
 Custodian
 Default
 Definitive Note Exhibit A
 Depositary
 11




---



##### 



Designated Non-cash Consideration
 Designated Preferred Stock
 Disqualified Stock
    provided however
   provided further however
 12




---



##### 



EBITDA
      provided however
      13




---



##### 



EMU
 Equity Interests
 Equity Offering
 euro
 Euroclear
 Exchange Act
 Exchange Notes
 Exchange Offer
 Exchange Registration Statement
 Excluded Contribution
    Fixed Charge Coverage Ratio Fixed Charge Coverage Ratio Calculation Date
 14




---



##### 



Fixed Charges
   15




---



##### 



provided however
 Foreign Subsidiary
 GAAP
 Global Note Legend
 Global Notes Exhibit A
 Government Securities
   provided however
 guarantee
 16




---



##### 



Guarantee
 Guarantor
 Hedging Obligations
 Holder
 Indebtedness
         17




---



##### 



provided however i.e. Debt Exclusions provided however,
 Indenture
 Independent Financial Advisor
 Indirect Participant
 Initial Notes
 Initial Purchasers
 Interest Payment Date
 Investment Grade Rating
 Investment Grade Securities
   18




---



##### 



Investments
 provided however
    Investors
 Issue Date
 Legal Holiday
 19




---



##### 



Letter of Transmittal
 Lien provided however
 Moodys
 Motorola Documents
 Net Income
 Net Proceeds
 Non-U.S. Person
 20




---



##### 



Notes
 Obligations
 Offering Memorandum
 Officer
 Officers Certificate
 Opinion of Counsel
 Participant
 Permitted Asset Swap provided however
 Permitted Assign
 21




---



##### 



Permitted Holders provided however
 Permitted Investments
      provided however
      22




---



##### 



provided however
   provided however
   Permitted Liens
  23




---



##### 



provided however
  provided however provided further however
 provided however provided further however
 24




---



##### 



provided however
    25




---



##### 



Person
 Preferred Stock provided however
 26




---



##### 



Pro Forma Cost Savings
 Private Placement Legend
 QIB
 Qualified Equity Interests provided however
 Qualified Joint Venture
 Qualified Proceeds provided however
 Quotation Agent
 Rating Agencies
 27




---



##### 



Record Date
 Refinance
 Reference Treasury Dealer provided however Primary Treasury Dealer
 Reference Treasury Dealer Quotations
 Registration Rights Agreement
 Regulation S
 Regulation S Global Note
 Regulation S Permanent Global Note Exhibit A
 Regulation S Temporary Global Note Exhibit A
 Regulation S Temporary Global Note Legend
 28




---



##### 



Related Business Assets provided however
 Responsible Officer
 Restricted Definitive Note
 Restricted Global Note
 Restricted Investment
 Restricted Period
 Restricted Subsidiary provided however
 Rule 144
 Rule 144A
 Rule 903
 Rule 904
 S&P
 Sale and Lease-Back Transaction
 SEC
 29




---



##### 



Secured Indebtedness
 Securities Act
 Senior Credit Facilities
 Shelf Registration Statement
 Significant Subsidiary
 Specified Subsidiaries
 Similar Business
 Stated Maturity
 Subordinated Indebtedness
   30




---



##### 



Subsidiary
     Total Assets
 Trust Indenture Act
 Trustee
 Unrestricted Definitive Note
 Unrestricted Global Note Exhibit A
 Unrestricted Subsidiary
   31




---



##### 



provided however
       provided however
     U.S. Person
 Voting Stock
 32




---



##### 



VZ/BZ Aladi Arrangement
 Weighted Average Life to Maturity
   Wholly Owned Subsidiary
 Other Definitions.
 Defined inTerm
    
    SectionAcceptable Commitment
    
    
    4.10
    (b)Affiliate Transaction
    
    
    4.11
    (a)Asset Sale Offer
    
    
    4.10
    (c)Authentication Order
    
    
    2.02Change of Control Offer
    
    
    4.14
    (a)Change of Control Payment
    
    
    4.14
    (a)Change of Control Payment Date
    
    
    4.14
    (a)Covenant Defeasance
    
    
    8.03Covenant Suspension Event
    
    
    4.16
    (a)DTC
    
    
    2.03Event of Default
    
    
    6.01
    (a)Excess Proceeds
    
    
    4.10
    (c)incur
    
    
    4.09
    (a)Legal Defeasance
    
    
    8.02Note Register
    
    
    2.03Offer Amount
    
    
    3.09
    (b)Offer Period
    
    
    3.09
    (b)Pari Passu Indebtedness
    
    
    4.10
    (c)Paying Agent
    
    
    2.03Purchase Date
    
    
    3.09
    (b)
 33




---



##### 



Defined inTerm
    
    SectionRedemption Date
    
    
    3.07
    (a)Refinancing Indebtedness
    
    
    4.09
    (b)Refunding Capital Stock
    
    
    4.07
    (b)Registrar
    
    
    2.03Restricted Payment
    
    
    4.07
    (a)Second Commitment
    
    
    4.10
    (b)Successor Company
    
    
    5.01
    (a)Successor Person
    
    
    5.01
    (c)Suspended Covenants
    
    
    4.16
    (a)Suspension Date
    
    
    4.16
    (a)Treasury Capital Stock
    
    
    4.07
    (b)
 Incorporation by Reference of Trust Indenture Act.
  indenture securities
 indenture security Holder
 indenture to be qualified
 indenture trustee institutional trustee
 obligor
  Rules of Construction.
     34




---



##### 



Acts of Holders.
    35




---



##### 



The Notes
 Form and Dating; Terms. General. Exhibit A
 36




---



##### 



Global Notes. Exhibit A Exhibit A
 Temporary Global Notes.
    Terms.
 37




---



##### 



provided however
 Euroclear and Clearstream Procedures Applicable.
 Execution and Authentication.
  Exhibit A
 Authentication Order
  Registrar and Paying Agent. Registrar Paying
Agent Note Register
 38




---



##### 



DTC
  Paying Agent To Hold Money in Trust.
 Holder Lists.
 Transfer and Exchange. Transfer and Exchange of Global
Notes.
 39




---



##### 



provided however
 Transfer and Exchange of Beneficial Interests in the Global Notes.
 Transfer of Beneficial Interests in the Same Global Note. provided however
 All Other Transfers and Exchanges of Beneficial Interests in Global
Notes. provided however
 40




---



##### 



Transfer of Beneficial Interests to Another Restricted Global Note.
 Exhibit B
 Exhibit B
 Transfer and Exchange of Beneficial Interests in a Restricted Global Note for
Beneficial Interests in an Unrestricted Global Note
     41




---



##### 



Transfer or Exchange of Beneficial Interests for Definitive Notes. Beneficial Interests in Restricted Global Notes to Restricted Definitive Notes.
 Exhibit C
 Exhibit B
 42




---



##### 



Exhibit B
 Exhibit B
 Exhibit B
 Exhibit B
  Beneficial Interests in Regulation S Temporary Global Note to Definitive
Notes.
 Beneficial Interests in Restricted Global Notes to Unrestricted Definitive
Notes.
 43




---



##### 



Exhibit C
 Exhibit B
  Beneficial Interests in Unrestricted Global Notes to Unrestricted Definitive
Notes.
 44




---



##### 



Transfer and Exchange of Definitive Notes for Beneficial Interests. Restricted Definitive Notes to Beneficial Interests in Restricted Global Notes.
 Exhibit C
 Exhibit
B
 Exhibit B
 Exhibit B
 Exhibit
B
 Exhibit B
  Restricted Definitive Notes to Beneficial Interests in Unrestricted Global
Notes.
 45




---



##### 



Exhibit C
 Exhibit B
   Unrestricted Definitive Notes to Beneficial Interests in Unrestricted Global
Notes.
  46




---



##### 



Transfer and Exchange of Definitive Notes for Definitive Notes.
 Restricted Definitive Notes to Restricted Definitive Notes.
 Exhibit B
 Exhibit B
 Exhibit B
 Restricted Definitive Notes to Unrestricted Definitive Notes.
   47




---



##### 



Exhibit C
 Exhibit B
  Unrestricted Definitive Notes to Unrestricted Definitive Notes.
 Exchange Offer
 48




---



##### 



Legends.
 Private Placement Legend.
  U.S. SECURITIES ACT
 QIB
   49




---



##### 



Global Note Legend.
 DTC
 Regulation S Temporary Global Note Legend.
 50




---



##### 



Cancellation and/or Adjustment of Global Notes.
 General Provisions Relating to Transfers and Exchanges.
     51




---



##### 



Replacement Notes.
  Outstanding Notes.
 52




---



##### 



Treasury Notes.
 Temporary Notes.
  Cancellation.
 53




---



##### 



Defaulted Interest. provided however
  CUSIP Numbers; ISIN Numbers. provided however
  Redemption
 Notices to Trustee.
 54




---



##### 



Selection of Notes To Be Redeemed or Purchased.
  Notice of Redemption.
      55




---



##### 



provided however
 Effect of Notice of Redemption.
 Deposit of Redemption or Purchase Price.
  56




---



##### 



Notes Redeemed or Purchased in Part. provided however
 Optional Redemption. Redemption Date
 provided however
    57




---



##### 



Year
    
    Percentage2014
    
    
    104.750
    %2015 and thereafter
    
    
    100.000
    %
  Mandatory Redemption.
 Offers To Repurchase by Application of Excess Proceeds.
 Offer Period Purchase Date Offer Amount
      58




---



##### 



59




---



##### 



provided however
   Covenants
 Payment of Notes.
  Maintenance of Office or Agency.
 provided however
 60




---



##### 



Reports and Other Information.
    provided however
 61




---



##### 



provided however
 Compliance Certificate.
  Taxes.
 Stay, Extension and Usury Laws.
 62




---



##### 



Limitation on Restricted Payments.
         Restricted Payment
   63




---



##### 



provided however plus
 plus
  64




---



##### 



plus
   provided however
 Treasury Capital Stock Refunding Capital Stock
 65




---



##### 



provided however provided further however
 plus
 less
  provided further
 66




---



##### 



provided however
     67




---



##### 



provided however
 provided however
   Dividend and Other Payment Restrictions Affecting Restricted
Subsidiaries.
     68




---



##### 



69




---



##### 



provided however
 Limitation on Incurrence of Indebtedness and Issuance of Disqualified Stock
and Preferred Stock. incur incurrence provided however provided however
   70




---



##### 



provided however
   provided however
 provided however
 provided however
 71




---



##### 



provided however provided further however
 provided however provided further however
 provided however
    72




---



##### 



Refinancing Indebtedness provided however
        provided however
 73




---



##### 



provided however
   provided however
   74




---



##### 



provided however
   provided however
   75




---



##### 



Limitation on Sales of Assets.
  provided however
       76




---



##### 



provided however
    provided however
  provided further however Acceptable Commitment Second
Commitment provided however
 Excess
Proceeds Pari Passu Indebtedness Asset Sale Offer
 77




---



##### 



Transactions with Affiliates. Affiliate Transaction
   78




---



##### 



provided however
  79




---



##### 



Liens.
   80




---



##### 



Corporate Existence. provided however
 Offer To Repurchase Upon Change of Control. Change of
Control Offer Change of Control Payment
  Change of Control Payment
Date
    81




---



##### 



Limitation on Guarantees of Indebtedness by Restricted Subsidiaries.
 Exhibit D
    82




---



##### 



Suspension of Covenants. Covenant Suspension
Event Suspended Covenants Suspension Date
 Reversion Date Suspension Period
  Limitation on Sale and Lease-Back Transactions.
  83




---



##### 



Limitation on Line of Business.
  Successors
 Merger, Consolidation or Sale of All or Substantially All Assets.
 Successor
Company
       84




---



##### 



Successor Person
     85




---



##### 



Successor Corporation Substituted. provided however
  Defaults and Remedies
 Events of Default. Event of Default
     86




---



##### 



87




---



##### 



Acceleration.
  88




---



##### 



Other Remedies.
  Waiver of Past Defaults. provided however
 Control by Majority.
 Limitation on Suits.
    89




---



##### 



Rights of Holders of Notes To Receive Payment.
 Collection Suit by Trustee.
 Restoration of Rights and Remedies.
 Rights and Remedies Cumulative.
 Delay or Omission Not Waiver.
 90




---



##### 



Trustee May File Proofs of Claim.
 Priorities.
     91




---



##### 



Undertaking for Costs.
  Trustee
 Duties of Trustee.
        92




---



##### 



Rights of Trustee.
       93




---



##### 



Additional Interest Notice
   Individual Rights of Trustee.
 Trustees Disclaimer.
 94




---



##### 



Notice of Defaults.
 Reports by Trustee to Holders of the Notes.
 Compensation and Indemnity.
   95




---



##### 



Replacement of Trustee.
         96




---



##### 



Successor Trustee by Merger, etc.
 Eligibility; Disqualification.
  Preferential Collection of Claims Against the Company.
  Legal Defeasance and Covenant Defeasance
 Option To Effect Legal Defeasance or Covenant Defeasance.
 Legal Defeasance and Discharge. Legal Defeasance
 97




---



##### 



Covenant Defeasance. Covenant Defeasance
 98




---



##### 



Conditions to Legal or Covenant Defeasance.
           99




---



##### 



Deposited Money and Government Securities To Be Held in Trust; Other
Miscellaneous Provisions. Trustee
   Repayment to Company.
 100




---



##### 



Reinstatement. provided however
  Amendment, Supplement and Waiver
 Without Consent of Holders of Notes.
          101




---



##### 



provided however
  Exhibit D
 With Consent of Holders of Notes.
 102




---



##### 



103




---



##### 



Compliance with Trust Indenture Act.
 Revocation and Effect of Consents.
  Notation on or Exchange of Notes.
  Trustee To Sign Amendments, etc.
 104




---



##### 



Payment for Consent.
  Guarantees
 Guarantee.
  105




---



##### 



106




---



##### 



Limitation on Guarantor Liability.
 Execution and Delivery.
     Subrogation. provided however
 107




---



##### 



Benefits Acknowledged.
 Release of Guarantees.
      Satisfaction and Discharge
 Satisfaction and Discharge.
   108




---



##### 



Application of Trust Money.
 provided however
 109




---



##### 



Miscellaneous
 Trust Indenture Act Controls.
 Notices.
  th
  
  provided however
  110




---



##### 



Communication by Holders of Notes with Other Holders of Notes.
 Certificate and Opinion as to Conditions Precedent.
   Statements Required in Certificate or Opinion.
     111




---



##### 



Rules by Trustee and Agents.
 No Personal Liability of Directors, Officers, Employees and
Stockholders.
 Governing Law.
 Consent to Jurisdiction.
 Waiver of Jury Trial.
 Force Majeure.
 U.S.A. Patriot Act
 112




---



##### 



No Adverse Interpretation of Other Agreements.
 Successors.
 Severability.
 Counterpart Originals.
 Table of Contents, Headings, etc.
 Qualification of Indenture.
  113




---



##### 



BRIGHTSTAR CORP.
On behalf of the above named entity,By:
    /s/ Oscar FumagaliName:
    Oscar FumagaliTitle:
    Secretary INTERNATIONAL HOLDINGS, LLC
BRAZILIAN HOLDINGS, LLC
BRIGHTSTAR CORP MOBILE DATA DISTRIBUTION LLC
BRIGHTSTAR RETAIL, LLC
ACCELLULAR, LLC
BRIGHTSTAR VENTURE LLC
INTERNATIONAL WIRELESS SUPPLY SOLUTIONS, LLC
WIRELESS SUPPLY SOLUTIONS, LLC
On behalf of each of the above named entities,By:
    /s/ Oscar FumagaliName:
    Oscar FumagaliTitle:
    Manager BRIGHTSTAR US, INC.
OTBT, INC.
On behalf of each of the above named entities,By:
    /s/ Oscar FumagaliName:
    Oscar FumagaliTitle:
    Secretary




---



##### 



BRIGHTSTAR ACCESSORIES, LLC
On behalf of the above named entity,By:

/s/ R. Marcelo ClaureName:
    R. Marcelo ClaureTitle:
    Manager BRIGHTSTAR E-PIN SOLUTIONS CORP.
On behalf of the above named entity,By:
    /s/ R. Marcelo ClaureName:
    R. Marcelo ClaureTitle:
    President




---



##### 



DEUTSCHE BANK TRUST COMPANY AMERICAS,
as TrusteeBy:
    /s/ Wanda CamachoName:
    Wanda CamachoTitle:
    Vice President By:
/s/
Annie JaghatspanyanName:
    Annie JaghatspanyanTitle:
    Vice President




---



##### 



U.S. SECURITIES ACT
 QIB
    A-1




---



##### 



DTC
   A-2




---



##### 



1
 
 No. ___
    
    [$___]
     
 1
    
    144A CUSIP: 109478 AA5Regulation S CUSIP: U6224Y AA7 A-3




---



##### 



BRIGHTSTAR CORP.By:Name:Title: A-4




---



##### 



DEUTSCHE BANK TRUST COMPANY AMERICAS,as TrusteeBy:Authorized Signatory A-5




---



##### 



Company Interest Payment Date Record Date
 provided however
  Indenture
 A-6




---



##### 



provided however
  Year
    
    Percentage2014
    
    
    104.750
    %2015 and thereafter
    
    
    100.000
    %
   A-7




---



##### 



A-8




---



##### 



A-9




---



##### 



(I) or (we) assign and transfer this Note to:
  
  
  
  
  
  and irrevocably appoint
   Your Signature:(Sign exactly as your name appears onthe face of this Note) Signature Guarantee*:
 *
    
    Participant in a recognized Signature Guarantee Medallion Program (or other
signature guarantor acceptable to the Trustee). A-10




---



##### 



Your Signature:(Sign exactly as your name appears onthe face of this Note) Tax Identification No.:  
 A-11




---



##### 



Amount of increase
    
    
    Principal Amount of
    
    
    Signature ofin Principal
    
    
    this Global Note
    
    
    authorized signatoryAmount of decrease
    
    
    Amount of this
    
    
    following such
    
    
    of Trustee orDate of Exchange
    
    in Principal Amount
    
    
    Global Note
    
    
    decrease or increase
    
    
    Custodian
 
 *
    
    This schedule should be included only if the Note is issued in global form. A-12




---



##### 



  
 
  Indenture
 Transferor Transfer Transferee
  Securities Act
 B-1




---



##### 



B-2




---



##### 



B-3




---



##### 



[Insert Name of Transferor]By:Name:Title:  B-4




---



##### 



1.
    
    The Transferor owns and proposes to transfer the following:
  (a)
    
    [ ] a beneficial interest in the:
 (i)
    
    [ ] 144A Global Note (CUSIP: 109478 AA5), or(ii)
    
    [ ] Regulation S Global Note (CUSIP: U6224Y AA7), or
 (b)
    
    [ ] a Restricted Definitive Note.
 2.
    
    After the Transfer the Transferee will hold:
  (a)
    
    [ ] a beneficial interest in the:
 (i)
    
    [ ] 144A Global Note (CUSIP:      ), or(ii)
    
    [ ] Regulation S Global Note (CUSIP:        )or(iii)
    
    [ ] Unrestricted Global Note (       ); or
 (b)
    
    [ ] a Restricted Definitive Note; or(c)
    
    [ ] an Unrestricted Definitive Note,
in accordance with the terms of the Indenture.
 ANNEX-1




---



##### 



  
 
  Indenture
 Owner Exchange
  Securities Act
 C-1




---



##### 



C-2




---



##### 



[Insert Name of Transferor]By:Name:Title:  C-3




---



##### 



Supplemental Indenture Guaranteeing Subsidiary Company Trustee
  Indenture Notes
 Guarantee
   Capitalized Terms
 Agreement to Guarantee




---



##### 








---



##### 



pari passu
  Execution and Delivery
 Merger, Consolidation or Sale of All or Substantially All Assets




---



##### 



Successor Person
      Releases




---



##### 



No Recourse Against Others
 Governing Law
 Counterparts
 Effect of Headings
 The Trustee




---



##### 



Subrogation provided however
 Benefits Acknowledged
 Successors




---



##### 



[GUARANTEEING SUBSIDIARY]By:Name:Title: BRIGHTSTAR CORP.By:Name:Title: DEUTSCHE BANK TRUST COMPANY AMERICAS,
as TrusteeBy:Name:Title: